General Terms of Delivery

1. General Provisions

This Agreement governs the Supplier’s delivery of IT and network solutions, including the supply of hardware, software, implementation, integration, maintenance, support, and any additional services to the Customer as specified in Annex 1.

“Agreement” refers to this general agreement with annexes.

For the purposes of this Agreement, “Service” means all services the Supplier provides to the Customer in connection with the contract, including, but not limited to, implementation, integration, maintenance, support, and any additional services to the Customer.

1.1 Scope of the Agreement

The delivery shall provide the Customer with a stable, secure, and future-oriented solution, in accordance with the requirements and specifications set out in Annex 1 (Specification and Performance Requirements).

The delivery comprises the Services, systems, and products specified in Annex 1. Furthermore, the delivery includes standard support and maintenance provided from Norway, as further detailed in Annex 5 (Support and Service Agreement).

The Supplier is responsible for ensuring that the delivery complies with applicable laws and regulations in Norway and, to the extent applicable, internationally where the delivery is used, unless otherwise agreed.

The scope and execution of the delivery are further described in the annexes to this Agreement, which form an integral part of the Agreement.

The Supplier has specified its assistance in Annex 2 (The Supplier’s specification of the Service).

1.2 Annexes to the Agreement

The Agreement may include the following annexes, which form an integral part of it. The annexes are specific to each engagement and are agreed in the individual written agreement:

• Annex 1: The Customer’s specification of Service.
• Annex 2: The Supplier’s specification of Service.
• Annex 3: Project Plan and Milestones.
• Annex 4: Payment Terms.
• Annex 5: Support and Service Agreement (SLA).
• Annex 6: Acceptance Criteria and Test Procedures.
• Annex 7: Change Control.
• Annex 8: Changes to the delivery after conclusion of the Agreement.
• Annex 9: Data Processing Agreement.

1.3 Interpretation – Ranking

The following interpretation principles shall be used:

The Agreement text takes precedence over the annexes.

To the extent that it is clearly and unambiguously stated which clause or clauses have been amended, replaced or added to, the following shall apply:

• Annex 7 (Change Control) takes precedence over the general agreement text.
• If the Agreement text refers certain provisions or deviations to a different Annex, that Annex shall take precedence over the Agreement text for those specific provisions.

2. Implementation of the Agreement

2.1 Risk and responsibility for communication and documentation

Both Parties shall ensure proper communication, storage and security back-ups of documents and other materials of importance to the delivery, regardless of format, including e-mail and other electronically stored materials.

The Supplier shall only be liable for material that is damaged or destroyed as a result of gross negligence or willful misconduct on the part of the Supplier, and only for material that is under the Supplier’s care custody and control. The Supplier’s liability for such loss is in any event limited to documented, direct losses, and should not include indirect or consequential losses.

2.2 Written form requirements

All notifications, claims or other messages linked to this Agreement shall be issued in writing to the postal address or electronic address specified in the relevant Annex for the enquiry type in question.

3. Duration, cancellation and temporary suspension of the Service

3.1 Duration

Work must be started and concluded in accordance with the progress schedule set out in Annex 3.

3.2 Cancellation

Initial Term. The Service is entered into for an initial fixed term of three (3) years (“Initial Term”). During the Initial Term, the Agreement may not be terminated for convenience by the Customer.

Ordinary Termination After Initial Term. Upon expiry of the Initial Term, the Agreement shall automatically renew for successive periods of twenty four (24) months each (“Renewal Term”), unless either Party gives written notice of termination no later than ninety (90) days prior to the end of the then-current term. Termination shall take effect at the end of the applicable term.

3.3 Temporary suspension of the Service

Subject to a written notice period of no less than 14 (fourteen) days, the Customer may demand the temporary suspension of the Service. The notification shall specify when the Service must be suspended and when it is scheduled to resume.

In the event of a temporary suspension, the Customer shall provide compensation for:

• the Supplier’s documented costs and losses incurred in connection with the redistribution of personnel; and
• all direct or economic losses incurred by the Supplier as a result of the suspension.

If the Service has been suspended for a period of more than 30 (thirty) consecutive days, the Supplier may terminate the Agreement by issuing written notice to the Customer. If, within 14 (fourteen) days of receiving such notice, the Customer does not issue written notice for the Service to resume, the cancellation provisions shall apply.

4. The Parties’ obligations

4.1 Overall responsibilities

4.1.1 The Supplier’s responsibilities and expertise

The Supplier shall deliver the Service in accordance with this Agreement, in a sound and professional manner consistent with recognized methods and standards. The Supplier is only obliged to apply any standards or methods specified by the Customer in Annex 1 to the extent these are clearly stated, reasonably practicable, and do not cause significant extra work or cost for the Supplier.

The Supplier does not accept any result or outcome guarantee but will provide the Service to the best of its ability.

All enquiries from the Customer shall be answered within a reasonable timeframe.

4.1.2 The Customer’s responsibility for facilitation and contribution

The Customer shall contribute loyally to the execution of the Service, providing all necessary information, access, resources, and other contributions to the Supplier in a timely manner, as per the Agreement.

Any enquiries from the Supplier shall be answered within a reasonable timeframe.

The Customer shall, without undue delay, notify the Supplier of any circumstances which the Customer understands or should understand may affect the implementation of the Service.

4.1.3 Delivery and acceptance

Delivery is deemed to have occurred when the system has been installed, configured and made available for acceptance testing or according to the agreed date.

If defects are discovered, these shall be remedied within a reasonable period. The delivery shall be deemed accepted when all material defects have been corrected.

4.2 Payment

The payment and terms of payment shall be stipulated in Annex 4. Unless otherwise specified in Annex 4, all prices are exclusive of VAT.

4.3 Invoicing

The Customer shall, within 30 (thirty) days after receipt of an invoice, pay the amount due to the Supplier in accordance with the invoice.

Invoicing shall take place monthly, unless otherwise agreed in Annex 4. The invoiced amount shall apply to the time spent until the invoice date, as well as coverage of any expenses incurred during the same period.

4.4 Interest on overdue payments

If the Customer fails to make payment at the agreed time, the Supplier shall be entitled to interest on the amount overdue for payment pursuant to the act of 17 December 1976, no. 100 relating to interest on overdue payments, etc.

4.5 Payment default

If overdue payment plus interest is not made within 30 (thirty) calendar days of the due date, the Supplier may issue a written notice to the Customer that the Agreement will be terminated if settlement has not been made within 60 (sixty) days of the notice having been received.

The Supplier reserves the right to suspend performance in the event of non-payment, and non-payment is defined as material breach.

4.6 Price changes

The Supplier may, with thirty (30) days’ prior written notice, adjust prices once per calendar year to reflect documented increases in the consumer price index (CPI), raw materials, production or procurement costs, labor costs, taxes, duties or significant currency fluctuations.

5. Intellectual property rights

All intellectual property rights, including but not limited to copyright, patents, trademarks, designs, know-how, source code, object code, documentation, methods developed, tools, and standard components, used or developed by the Supplier in connection with the delivery, shall remain the exclusive property of the Supplier or any relevant third party.

The Supplier shall retain all rights, title and interest in any intellectual property rights in Supplier’s products and derivatives thereof, supplied to Customer under this Agreement.

The Customer is granted only a non-exclusive, non-transferable license to use the results strictly for its own internal purposes within the scope of this Agreement. The Customer shall have no right to copy, modify, assign, sell, make available to third parties, or otherwise commercialize any part of the delivery.

Intellectual property rights remain with the Supplier or third-party licensors.

Nothing in this provision shall restrict the Supplier’s right to further develop, use, or license its own methods, systems, or general know-how, regardless of this Agreement.

6. Breach of contract

6.1 What is considered breach of contract

A breach of contract shall be deemed to exist if either Party fails to fulfil its obligations under the Agreement and this is not due to factors that the other Party is responsible for or force majeure.

The Customer shall lodge any complaints without undue delay after the breach of contract has been or should have been discovered.

6.2 Notification requirement

In the event that one of the Parties is unable to fulfil its obligations as agreed, the Party shall notify the other Party in writing as soon as possible. The notification shall specify the cause of the issue and, to the extent possible, specify when the Service can be delivered. The same shall apply if further delays must be expected after the initial notice has been issued.

An estimate of the number of hours and the rules for reporting hours being exceeded shall be specified in Annex 4.

6.2.1 Termination and termination settlement

In the event of material breach of contract, the other Party may, after providing the defaulting Party with reasonable written notice to rectify the matter, terminate the Agreement in full or in part with immediate effect.

Upon termination, the Customer shall pay for all work already performed that is usable, and for any expenses incurred.

6.2.2 Liability and limitation of liability

The Supplier excludes, to the fullest extent permitted by law, all conditions, warranties, representations and other terms which might otherwise be implied by statute, common law, or otherwise. Under no circumstances shall the Supplier be liable for any indirect, incidental or consequential losses, including but not limited to loss of profits, loss of revenues, loss of business, business interruption, loss or destruction of data or information, loss of business opportunity, goodwill and/or reputation, or any similar loss arising out of or in connection with the use of or inability to use the Supplier’s products.

The Supplier’s total liability shall be limited to 10% of the total contract value.

7. Waiver

The Supplier’s failure to enforce any provision hereof, or to take any discretionary action hereunder, shall not be construed to be a waiver of such provisions or of the right of Supplier to thereafter enforce each and every provision of this Agreement.

If any provision of this Agreement is held by any competent authority to be invalid, void or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.

8. Other provisions

8.1 Insurance

8.1.1 The Customer’s insurance

If the Customer is a public sector enterprise, the Customer shall be a self-insurer.

The Customer shall take out the necessary insurance to cover any claims from the Supplier that arise in relation to the Customer’s risk or liability under this Agreement within the framework of general terms and conditions of insurance if the Customer is not a self-insurer.

8.1.2 The Supplier’s insurance

The Supplier shall take out the necessary insurance to cover any claims from the Customer that arise in relation to the Supplier’s risk or liability under this Agreement.

8.2 Force majeure

In the event of an extraordinary situation that falls outside the Parties’ control and that makes it impossible or disproportionately difficult to fulfil obligations under this Agreement and that must be considered force majeure under Norwegian law, the counterparty shall be notified of the matter as soon as possible. The affected Party’s obligations shall be suspended for as long as the extraordinary situation persists.

The Customer shall notify the Supplier of the force majeure situation in writing as soon as possible.

If a force majeure situation lasts without interruption for 180 (one hundred and eighty) days or more, or it is evident that it will do so, then each party shall have the right to cancel the Agreement by notice to the other party. The Supplier shall remain entitled to payment for all Services provided and documented costs incurred up to the effective date of cancellation.

In connection with force majeure situations, the Parties shall have a mutual duty to provide information to each other regarding all matters that must be assumed to be of importance to the other Party. Such information shall be provided as soon as possible.

9. Disputes

9.1 Negotiations

In the event of any disputes between the Parties concerning the interpretation or legal effects of this Agreement, attempts should initially be made to resolve such disputes through negotiations.

9.2 Choice of law and legal venue

The Parties’ rights and obligations under this Agreement shall be determined in full by Norwegian law.

Any dispute not resolved amicably shall be finally settled by the courts at the Supplier’s place of business, with Sør-Rogaland District Court as the agreed legal venue.

The Parties may alternatively agree that the dispute will be settled with final effect through arbitration.

Questions about these terms? Contact us at post@option.no.