General Terms and Conditions
These general terms and conditions (the “GTC”) shall apply on Norbloc’s (“Norbloc”) offered subscription of the cloud based norbloc KYC platform (the “Service”). The Service is developed and supplied by Norbloc to Customers that fall under the fourth anti-money laundering directive (the “Customer”) who enters into an agreement with Norbloc to use the Service (the “Agreement”).
Unless the context or the circumstances obviously otherwise require, the following words and concepts shall be deemed to have the meanings stated below.
The log in credentials provided by Norbloc to Users required for the Users access and use of the Service.
“Commencement Day of the Service”
The day on which the Customer Authentication is made available to the Customer.
Information of whatever nature whether oral, written or in electronic or any other form related inter alia to the disclosing party, its business, technology, partners, affiliates, customers and/or suppliers which the disclosing party has disclosed to the other party under these GTC. Any records or copies or extracts in any media of that information shall also constitute Confidential Information.
The point or points where Norbloc connects the Service to the internet, except where otherwise agreed.
Data or other information that the Customer, or another party on the Customer’s or a user’s behalf, puts at the Norbloc’s disposal as well as the result of the Norbloc’s data processing.
The third party software required for the Customer to access and run the Service.
Country or countries in which the Customer has a valid license to use the Services.
The Customer’s or Customer Group Company’s personnel and consultants who is authorized by the Customer to use the Service.
2. NORBLOC’S UNDERTAKINGS
2.1 Norbloc shall provide the Service at the Connection point from when the Customer has [created a user account and accepted these GTC]. The Service shall be delivered materially in accordance with how the Service is described on Norbloc’s website.
2.2 Norbloc shall carry out its undertakings in a professional manner.
2.3 Norbloc may engage sub-contractors for performance of the Service and other obligations under these GTC. Norbloc has the same responsibility for work performed by sub-contractors as for its own work.
2.4 Norbloc may provide the Service, in whole all or in part, from another country provided that Norbloc otherwise fulfils the terms and conditions of these GTC. The servers used to provide the Service will be placed in a country within the EU.
3. CUSTOMER’S UNDERTAKINGS
3.1 In order for Norbloc to be able to perform its obligations pursuant to these GTC, the Customer shall be responsible for the following:
a) The Customer shall provide information for Norbloc’s work when the Service is started, review documents and report on decisions and otherwise provide such regular information as is necessary for Norbloc to carry out its obligations.
b) The Customer shall be responsible for communications between the Customer and the Connection point, and shall ensure that the Customer has the equipment, including the Customer Software, that is required for the performance and use of the Service. Such equipment and Customer Software shall be correctly installed and setup as set out in the Specifications.
c) The Customer shall be responsible for the Customer Data.
d) The Customer is responsible for ensuring that it can use the Services in compliance with any laws applicable to the Customer.
e) The Customer shall follow all applicable laws, guidelines and recommendations for the Service.
f) The Customer is liable for faults or non-conformities in the Customer Software and the subsequent non-availability of the Service.
g) The Customer shall ensure that (i) the Customer ’s Data is free of viruses, trojans, worms or other harmful software or codes, (ii) the Customer Data is in the agreed format, and (iii) that the Customer Data cannot, in any other way, harm or adversely affect Norbloc’s system or the Service.
h) The Customer shall ensure that log-in information, security procedures, and other information, including the Customer Authentication(s), provided by Norbloc for access to the Service, is treated as confidential information in accordance with clause 13. The Customer shall immediately inform Norbloc in the event that any unauthorized person has obtained knowledge of confidential information pursuant to this clause.
4.1 The Customer Authentication shall be delivered to Customer as instructed by Norbloc.
4.2 Norbloc will deliver the Customer Authentication that is valid at least for the rest of the agreement period. Thereafter, Norbloc will deliver new Customer Authentications valid for new relevant periods provided that Customer has paid for the relevant period.
5. CHANGES TO THE SERVICE
5.1 Norbloc may, without prior notification to the Customer, make changes to the Service or the method of providing it, which normally may not cause the Customer more than minor insignificance.
5.2 Norbloc may make other changes, such as other changes in the Service Level Agreement, to the Service or the method of providing it than those set out in clause 5.1, no less than three (3) months after notifying the Customer to this effect. The Customer may, at the latest when the change enters into force, terminate the Service with effect from the date the change enters into force, or such later day specified in the notice of termination, albeit not later than three (3) months from the date the change entered into force.
6. THE CUSTOMER’S USE OF THE SERVICE
6.1 Subject to the Customers fulfillment of the terms of the Agreement, Norbloc grants the Customer the following license:
a) The Customer have a non-exclusive right to use the Service for the Customer’s internal business purposes in the Territory.
b) The Customer is entitled to grant a right to use the Service to Users. The Customer recognizes that a valid Customer Authentication is required in order for the Users’ access to the Service.
6.2 Each User shall have a personal Customer Authentication that they are responsible for and which they are not allowed to sell, lease, assign, offer for free, or otherwise transfer, to another person. If the User is terminated from his or her position the User must return the Customer Authentication and stop using it.
6.3 The Customer is responsible for its and the Customer Group Companies’ Users and Respondents, and their respective use of the Service.
6.4 The Customer is required to follow any written instructions from time to time provided by Norbloc for use of the Service.
7. LIMITATION OF ACCESS TO THE SERVICE
7.1 In the event the Customers or Users use of the Service entails damage or risk of damage to the Service and/or Norbloc, Norbloc is entitled to cut off or limit access to the Service. Norbloc may, in so doing, not take any other action than is justifiable in the circumstances. The Customer shall be notified about the limitation of access to the Service as soon as it is possible.
7.2 Norbloc may take measures that affect the accessibility of the Service if this is required for technical, maintenance, operational or security reasons. Norbloc shall take such measure promptly, and in such a way as to limit disturbances. Norbloc undertakes to inform the Customer within a reasonable period prior to such measure and if possible perform the measures outside of normal working hours.
8. CONSULTANCY SERVICES
8.1 The Customer may request that Norbloc provides ancillary services to the Service. Norbloc will provide such “Consultancy Services” on a time and materials basis and as agreed between the parties.
8.2 Norbloc will make the agreed consultants available to the Customer for Consultancy Services under the Customer’s operational management and control.
8.3 Norbloc will make commercially reasonable efforts to comply with any agreed time schedule for the Consultancy Services but assumes no liability for any delays.
8.4 Norbloc’s liability for Consultancy Services is limited to remedy material faults in the Consultancy Services notified by the Customer without delay and within three (3) months from the performance of the Consultancy Services.
9. COMPENSATION, FEES AND PAYMENT CONDITIONS
9.1 For the Service, the Customer shall pay compensation for Consultancy Services pursuant to Norbloc’s current price list. [Norbloc shall notify an changes to the applicable prices at least one month in advance.]
9.2 The Customer can choose to pay for the service by credit card or by invoice. If payment is made by credit card, payment is made per month in advance. If payment is made through invoice, payment is made per month in arrears.
9.3 In case of payment by invoice, the Customer shall pay such invoices within thirty (30) days from the date of invoice. In the event of a delay in payment, default interest and other compensation shall be paid in accordance with law.
9.4 The fees are exclusive of VAT, other taxes and duties, and charges.
9.5 If the Customer is late in making payment and Norbloc has requested in writing that the Customer shall pay the amount due, Norbloc may, no less than ten (10) days after a written request to the Customer, withhold further provision of the Service until the Customer has paid all amounts due and outstanding.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Norbloc and/or Norbloc’s third party Norblocs are the owner of all rights including intellectual property rights to the Service and the software it includes.
10.2 Norbloc is liable for ensuring that the Customer’s use of the Service in the Territory does not infringe another party’s copyright, patent or other intellectual property rights. Norbloc undertakes to defend, at its own expense, the Customer against any claims or actions regarding infringement of a third party’s rights due to the Customer’s use of the Service in the Territory. Norbloc shall also indemnify the Customer for any costs or damages that the Customer may become liable to pay as a result of a final judgment or settlement. The obligation by Norbloc only applies if the Customer has notified Norbloc in writing of a claim or action within a reasonable time and Norbloc has sole control over the defense against such action and the sole right to negotiate any agreement or settlement. If a third party claims that the use of the Service infringes a third party’s rights, Norbloc is responsible for ensuring that the necessary rights are obtained or that another program is acquired without additional cost, with as little disturbance as possible to the Customer’s operations. Over and above what is stated in this clause, Norbloc has no liability to the Customer as a result of infringement of a third party’s intellectual property rights.
10.3 The Customer is solely responsible for the Customer Data. The Customer is liable for ensuring that the Customer Data i) does not infringe another party’s copyright, patent or other intellectual property rights and ii) complies with all applicable laws, guidelines and recommendations for the Service. The Customer shall keep Norbloc indemnified in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Norbloc as a result of or in connection with any breach by the Customer by its undertakings under this clause.
11. RIGHTS TO CUSTOMER DATA, LOGS
11.1 The Customer has all rights to the Customer Data.
11.2 In the event that Norbloc keeps a log over the use of the Service, data from the log may be used by Norbloc for performing and developing the Service as well as for statistical, administrational and other similar purposes. If agreed between the parties Norbloc shall give the Customer access to the log over the use of the Service.
12. PERSONAL DATA
12.1 Norbloc is data controller for login details and other personal data necessary for Norbloc to provide the Service.
12.2 When processing any other personal data within the scope of the Service, the Customer is the data controller and Norbloc is the data processor and the rights and obligations set out in the data processor agreement separately entered into between the parties shall apply.
13.1 Each party undertakes not to disclose any Confidential Information to any third party, nor use any Confidential Information for any other purpose than carrying out each party’s rights and obligations under these GTC (the “Permitted Purpose”), unless
(i) required to do so by law or pursuant to any order of court or other competent authority or tribunal (including, without limitation, requests made by the relevant financial supervisory authority),
(ii) required to do so by any applicable stock exchange regulations or the regulations of any other recognised market place,
(iii) such disclosure has been consented to by the other party in writing, or
(iv) the information is disclosed to its professional advisers who have no other use of the information and who are bound to such party by a duty of confidence which applies to any information disclosed.
13.2 A party receiving Confidential Information from the other party (the “Receiving party”) may give access to Confidential Information only to those of its affiliates, officers, employees, subcontractors or financial, legal or other advisers, who need to know such Confidential Information for carrying out the Permitted Purpose. The Receiving party shall ensure that such persons or entities, prior to such disclosure, are bound by undertakings corresponding to the obligations of confidentiality in this section 13. However, such individual undertaking shall not limit the Receiving party’s own liability under these GTC.
13.3 If a party becomes required, in circumstances contemplated by clause 7.1 (i) or (ii) to disclose any informationConfidential Information, such party (the “Disclosing party”) shall, as soon as reasonably possible, provide the other party (the “Non-Disclosing party”) with written notice prior to disclosure of that fact information so that the Non-Disclosing party may seek (with the co-operation and reasonable efforts of the Disclosing party) a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing party shall (where practicable and legal) consult with the Non-Disclosing party regarding such proposed disclosure, shall furnish only that portion of the information Confidential Information which is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information to the extent reasonably requested by the Non-Disclosing party.
13.4 The confidentiality obligations set forth above shall survive three (3) years after the termination of the Agreement.
14. LIABILITY FOR SERVICES
14.1 In the event of a fault occurring in the Service for which Norbloc is responsible, Norbloc shall rectify the fault with such promptness as the circumstances require, if such rectification is possible.
14.2 In addition, where the Customer is unable to use the Service to a significant extent as a result of a fault in the Service which has been caused by Norbloc, the Customer is entitled, for the period from when the fault was reported and while it has not been rectified, to receive a reasonable reduction of the fee for the Service.
14.3 If the fault Norbloc is responsible for under clause 14.1 has not been rectified with such promptness as the circumstances require and Norbloc has been negligent, Norbloc is liable in damages subject to the limitations set forth in these GTC. Except as stated in clause 14 the Customer is not entitled to any other compensation than correction of a fault, if possible.
15. LIMITATION OF LIABILITY
15.1 Should a party be prevented from fulfilling its obligations pursuant to these GTC owing to circumstances beyond the party’s control such as lightning, labor disputes, fire, amendments to rules issued by governmental authorities, intervention by the authorities, and faults or delays in services from sub-contractors due to such circumstances as are stated above, such circumstances shall constitute grounds for release involving a postponement of the time for performance and release from liability to pay damages and other penalties. If performance of a significant part of the Service is prevented for a period in excess of two (2) months as a result of any of the above-stated circumstances, each party is entitled to cancel the Services without any liability to compensate the other party. In the event of cancellation of the Service pursuant to this clause, clause 18 will apply.
15.2 Apart from what is explicitly set forth in these GTC, Norbloc does not guarantee the functionality, quality, availability, lawfullness of the Service, that the Customer can use the Service in compliance with any laws or that the Service is fit for use or purpose.
15.3 Should a liability to pay damages arise, a party’s liability to pay damages per calendar year is limited to a total sum equal to fifteen percent (15%) of the annual fee for the Service in question that is paid to Norbloc by the Customer. A party is not liable in any event for loss of profit or other indirect damage or loss, including any liability of the other party to compensate a third party. Norbloc is not liable for any loss of data except to the extent the loss is caused by Norbloc’s negligence. The limitation of liability in this clause 15.3 does not apply in the event of personal injury, liability in accordance with clause 10 or in the event of intent or gross negligence
15.4 Any claims for damages under these GTC shall be submitted not later than three (3) months after the Customer becomes aware of the basis for the claim, however never later than six (6) months from the expiration or termination of the Service.
16. TERM OF THE SERVICE
16.1 The Service shall be provided from the Commencement Day and shall be in force until terminated by either party. Any termination shall apply with immediate effect. In case of termination, Norbloc will not refund any payments made in advance. If the Customer has chosen to pay by invoice, Norbloc will, upon termination, issue an invoice in accordance with these GTC, for the number of days the Customer has used the Service since the last issued invoice.
16.2 The secrecy provisions of these GTC in clause 13 shall continue in effect between the parties regardless whether the Service is terminated.
17. WINDING UP THE SERVICE
17.1 Upon termination of the Service the Customer is responsible for collecting the Customer Data at the latest sixty (60) days from the termination of the Service. To a reasonable extent, Norbloc shall, in the form of an additional service, also assist the Customer with the transfer of the operations to another company nominated by the Customer in order to obtain a service corresponding to the Service with the minimum of disturbance to the Customer. After the transfer of the Customer Data or if the Customer has not requested such transfer, Norbloc shall, after the expiry of the sixty (60) day period referred to above, delete or render anonymous the Customer Data. Norbloc shall be entitled to compensation for such work in accordance with Norbloc’s current price list.
18. CHANGES TO THE GTC
Norbloc shall have the right to notify the Customer of new versions of the GTC. And by making the revised GTC available on Norbloc’s website. The changes enter into force thirty (30) days after notification.
19.1 The rights and obligations under these GTC may not be transferred without the consent of the other party.
19.2 However, Norbloc may, without requiring the Customer’s consent, transfer the right to receive payment under the terms of the agreement.
20. APPLICABLE LAW, DISPUTES
20.1 These GTC shall be governed by the substantive law of Sweden.
20.2 Any dispute, controversy or claim arising out of or in connection with these GTC, or the breach, termination or invalidity thereof, shall be finally settled by the Courts of Sweden and in the first instance the Stockholm District Court.