Terms of Service

1. Introduction

1.1 Wenn Property AS (hereinafter "WP") provides digital products for property inspections and the creation of reports, quotes etc., delivered as a software-as-a-service (SaaS) on a subscription basis.

1.2 These terms and conditions, including the documents these Terms refer to (collectively referred to as the "Terms"), form an integral part of the order form (including amendments thereto) entered into between WP and the legal entity (hereinafter the "Customer") specified in the order form. The order form and the Terms together constitute and are referred to as the "Subscription Agreement".

1.3 The Subscription Agreement governs the relationship between WP and the Customer, and the Customer's use of the Service.

1.4 The Subscription Agreement is binding from the time the Customer signs the order form.

1.5 The Customer and WP are hereinafter individually referred to as a "Party" and collectively as the "Parties".

2. Definitions

2.1 Subscription Agreement: The agreement granting the Customer the right to use the Service for a certain period in accordance with the Terms, against payment of the agreed subscription fee (specified in the order form), as defined in section 1 above.

2.2 User: Any natural person authorised by the Customer to access and use the Service on behalf of the Customer. One user is linked to one natural person, and the number of Users covered by the Subscription Agreement is defined in the order form.

2.3 Confidential Information: All information that is not publicly available, regardless of how it is communicated or stored, that a Party or anyone acting on behalf of the Party provides to the other Party in connection with the Subscription Agreement.

2.4 Customer: The legal entity defined in, and which has signed, the order form.

2.5 Service: Software and associated components delivered by WP to the Customer, including updates, upgrades and any additional services as specified in the order form signed by the Customer.

2.6 Terms: These terms and conditions, including documents the terms refer to, as defined in section 1 above.

2.7 WP: The company Wenn Property AS, org. no. 931 480 758, with registered business address Prof. Olav Hanssens vei 7A, 4021 Stavanger, Norway.

3. Conclusion of agreement, term and termination

3.1 Conclusion of agreement: The Subscription Agreement is considered concluded and applies from the time the Customer signs the order form.

3.2 Term: The Subscription Agreement applies from the date of conclusion and runs for the agreed subscription period specified in the order form (the "Subscription Period").

3.3 Renewal: The Subscription Agreement is automatically renewed when the Subscription Period expires, and continues to apply for subsequent periods corresponding to the Subscription Period (each individually referred to as a "Renewal Period"), unless one of the Parties terminates the Subscription Agreement in accordance with this section 3.

3.4 Termination: Unless otherwise specified in the order form, the Parties may terminate the Subscription Agreement by providing written notice to the other Party no later than 90 days before the expiry of the Subscription Agreement or current Renewal Period. If the Customer does not terminate within the deadline, the Subscription is automatically renewed in accordance with section 3.3 above.

3.5 Material breach: Each Party may terminate the Subscription Agreement with immediate effect if the other Party materially breaches its obligations under the Subscription Agreement, and does not remedy the situation within 30 days after written notice.

3.6 Effect of termination or expiry: Upon termination or expiry of the Subscription Agreement, regardless of the reason, the licence granted to the Customer shall automatically cease and the Customer shall immediately discontinue use of the Service. The parts of the Subscription Agreement which, either explicitly or by their nature, must apply even after the contractual relationship has ended, shall continue to apply also after the expiry of the Subscription Agreement.

3.7 Export of customer data: The Customer may request export of customer data for up to 30 days after the expiry of the Subscription Agreement, provided that such export is technically feasible. After the expiry of the 30-day period, customer data is deleted, unless WP is obliged to continue storage in accordance with mandatory legislation.

4. Licence and usage restrictions

4.1 Licence: WP grants the Customer a non-exclusive, non-transferable, limited and revocable licence to use the Service during the Subscription Period in accordance with the Subscription Agreement, including these Terms. The licence does not include access to source code or associated documentation.

4.2 Access and Users: The Customer is responsible for ensuring that Users' access to the Service is administered securely and in accordance with the Subscription Agreement, and that only authorised Users are granted access to the Service. The Customer is responsible for preparing and maintaining an overview of the number of Users using the Service. One user identity shall not be used by multiple natural persons. WP has the right to require documentation to verify that the Customer fulfils the obligations set out in this section 4.

4.3 Usage restrictions: The Customer shall not, and shall not permit any third parties to:

• modify, copy, decompile the Service, or otherwise attempt to derive the source code of the Service;
• copy, modify, develop further, transfer, distribute, sell, publish or create derivative works of the Service, or otherwise infringe WP's or third parties' intellectual property rights;
• use the Service for unlawful purposes or in a manner that may harm the Service or other users of the Service;
• use the Service in a manner that violates local, national or international legislation;
• use the Services to a greater extent than what follows from the order form (including overuse of Users); and
• hack, introduce viruses into, gain or attempt to gain unauthorised access to the Service or its functions.

4.4 Use of data: The Customer accepts that WP may use anonymised and/or aggregated customer data, including for the following purposes: (i) further development and improvement of the Service, (ii) analysis and product development, and (iii) training of algorithms.

5. Customer's obligations

5.1 Correct information: The Customer shall at all times provide correct and up-to-date contact information and billing information to WP.

5.2 Payment: The Customer shall pay all fees and costs related to the Service during the Subscription Period and subsequent Renewal Periods, in accordance with the order form.

5.3 Compliance with applicable legislation: The Customer is responsible for ensuring that use of the Service is in line with applicable laws and regulations, including privacy legislation and other relevant regulations.

5.4 Responsibility for customer data: The Customer owns all data uploaded to the Service, and the Customer is responsible for ensuring that all customer data is lawful and does not infringe third-party rights.

5.5 Security routines: The Customer shall implement and maintain adequate security routines, including with respect to the storage of User passwords, and shall notify WP without undue delay in case of security breaches or suspicion of security breaches.

5.6 Responsibility for Users: The Customer is responsible for and shall ensure that persons using the Service contribute to compliance with the Customer's obligations and the usage restrictions set out in these Terms.

6. WP's obligations

6.1 "As is": The Service is delivered "as is" at all times. Although WP strives to deliver an error-free Service, WP does not guarantee that the Service will be free from errors.

6.2 Changes to the Service: WP reserves the right to update and make changes to the Service. Updated versions of the Service will not necessarily contain all the same functions as previous versions of the Service.

6.3 Availability: WP will endeavour to keep the Service available, but does not currently have a specific service level agreement (SLA). Errors shall be corrected within a reasonable time.

6.4 Maintenance and updates: WP regularly performs maintenance, bug fixes and updates of the Service. The Customer will be notified of planned downtime and service interruptions in reasonable time. As a general rule, planned maintenance will take place outside normal working hours. In case of urgent maintenance (e.g. security updates), the Service may be unavailable for short periods without prior notice.

6.5 Data security: WP shall take reasonable technical and organisational measures to protect the Customer and customer data against loss, unauthorised access or other forms of misuse. In the event of any data breaches that may affect the Customer, WP will notify the Customer without undue delay and in accordance with applicable legislation.

6.6 Support: WP offers electronic support via email/chat during normal working hours (e.g. 09:00–15:00 on weekdays). WP will respond to support requests within 48 working hours, subject to the reservation that this obligation does not constitute a guaranteed resolution time. This is exclusively a commitment regarding response time.

6.7 Use of subcontractors: WP is entitled to use subcontractors in connection with its delivery of the Service to the Customer. WP is responsible for such subcontractors' fulfilment of the Terms, as if it were WP's own actions.

7. Confidentiality

7.1 The Parties undertake to maintain confidentiality regarding Confidential Information received from the other Party, and not to use such information for any purpose other than what is necessary for the fulfilment of the Subscription Agreement.

7.2 The obligation of confidentiality does not apply to information which (i) is publicly known or becomes publicly known without breach of this agreement, (ii) is already in the recipient's possession lawfully, or (iii) is lawfully received from a third party without obligation of confidentiality.

8. Intellectual property and indemnification

8.1 Ownership of the Service: WP, as well as WP's subcontractors and licensors, retain all intellectual property rights related to the Service. "Intellectual property rights" means all intellectual property rights, including copyright, trademark rights, patent rights, design rights, database rights, know-how and all other rights to software (including source code), inventions, concepts, drawings, customer lists, information, data etc.

8.2 Limited licence: No rights are transferred to the Customer beyond what explicitly follows from these Terms.

8.3 Customer's data: The Customer retains all rights to its own data that is stored, processed or otherwise used in the Service, with the exceptions described in section 8.4 below and in section 4.4 above.

8.4 Use of Customer's data: The Customer accepts that WP may, free of charge, use ideas, suggestions for improvements, feedback and other information related to WP's intellectual property rights that WP receives through the Customer's use of the Service to further develop and improve the Service. WP has full ownership of all data generated by the Service, including aggregated data and metadata generated through the Customer's use of the Service.

8.5 Indemnification: The Customer shall indemnify WP for any loss or liability incurred by WP as a result of (i) any claim or lawsuit brought by a third party as a result of the Customer's use of the Service, or (ii) the Customer's breach of the Subscription Agreement. WP shall indemnify the Customer for any loss or liability incurred by the Customer in connection with any claim or lawsuit brought by a third party as a result of WP infringing a third party's intellectual property rights by providing the Service.

9. Privacy

9.1 WP must process certain personal data, for example name and email, to deliver the Service and to provide support services. Furthermore, WP may process personal data in connection with the anonymisation and aggregation process referred to in section 4.4 above. WP's processing of personal data shall take place in accordance with the requirements under applicable privacy legislation and WP's privacy policy.

9.2 WP also processes personal data on behalf of the Customer as a data processor in connection with its delivery of the Service. Such processing is regulated by the data processor agreement which is attached and which is an incorporated part of the Subscription Agreement.

10. Limitation of liability

10.1 Indirect losses: WP is not liable for indirect losses or consequential losses, including but not limited to loss of income, profit, expected savings, contracts, reputation or loss of data.

10.2 Errors in the Service: Furthermore, WP cannot be held liable for errors in the Service. In case of errors in the Service, WP is only responsible for correcting the error. However, WP shall be liable for intentional or grossly negligent acts or omissions.

10.3 Limited liability: WP is not liable for loss or damage as a result of the Customer's (or Users') actions in breach of the Subscription Agreement, third-party actions or force majeure.

10.4 Total liability: WP's total liability for any claims related to the Service is limited to the amount the Customer has paid to WP for the Service in the last 12 months before the Customer's claim for compensation was made, unless otherwise required by mandatory legislation.

11. Changes to the Terms

11.1 WP reserves the right to change these Terms.

11.2 Changes will be notified to the Customer in advance, and the Customer has the right to terminate the Subscription Agreement if the Customer does not accept the changes.

11.3 The Customer's continued use of the Service after a change has taken effect is considered acceptance of the updated Terms.

12. Additional services

12.1 Any additional services such as implementation, training, consulting services or similar are regulated in the order form.

12.2 The order form may contain separate terms for price, delivery, rights and limitations of liability for such additional services.

13. Miscellaneous provisions

13.1 Assignment: The Customer cannot assign its rights or obligations under the Subscription Agreement without prior written consent from WP.

13.2 Independent parties: The Parties are independent contracting parties. Nothing in the Subscription Agreement shall be interpreted as establishing an agency, partnership, joint venture or employment relationship between the Parties.

13.3 Invalidity: If any provisions of these Terms are or become invalid, this shall not affect the validity of the remaining provisions of the Terms or the terms of the Subscription Agreement. The invalid provision shall be replaced with a valid provision that is closest to the purpose of the original provision.

14. Governing law and dispute resolution

14.1 Governing law: The agreement is governed by and shall be interpreted in accordance with Norwegian law, unless otherwise expressly agreed in the order form.

14.2 Dispute resolution: Any disputes arising in connection with the Subscription Agreement, and which cannot be resolved amicably, shall be brought before the ordinary courts of Norway, with Sandnes District Court as the venue.