The User Agreement
Last updated: September 9, 2024
These terms of use apply between the following parties:
Supplier: Catacloud Services AS, organization number 931 102 095 (hereinafter referred to as “Supplier” or “Catacloud Services”).
User/customer: the person who has registered as a user of the system (hereinafter referred to as to as “Customer”).
Supplier and Customer are hereinafter referred to as the “Parties” jointly, or “Party” individually.
1. Definitions and Agreement Documents
“By “the Agreement” is meant (i) the documentation the Customer approves upon registration, (ii) these terms of use, (iii) the service level agreement, (iv) applicable technical requirements for the system, (v) acceptable use policy, (vi) security guidelines, (vii) proprietary license terms, and (viii) Catacloud's code of conduct.” The contract documents (i) – (viii) mentioned above each constitute an integral part of the Agreement. The parties are obliged to comply with the Code of Conduct and Supplier Code of Conduct applicable at any given time. The Code of Conduct and Supplier Code of Conduct may during the agreement period be replaced by similar documents and agreements related to good business practice. In the event of a conflict between the various contract documents, the following principles of priority and precedence shall apply:
User and terms of service
Data processing agreement
Technical requirements
Acceptable use policy
Service level
The wording of the other contract documents with the exception of the terms of use.
The general wording of these terms of use
Catacloud Code of Conduct and Supplier Code of Conduct
By “the Solution” is meant the system available at any given time at app.catacloud.com and which is used by the Customer.
2. Conclusion of agreement
The Customer is deemed to have accepted – and entered into – the Agreement in the following, non-exhaustive, cases:
When the Customer orders (one or more) of the Provider's services, and the Customer provides all necessary information related to this.
When the Customer orders (one or more) of the Provider's services by registering an order on the Provider's website.
By entering into an Agreement with an authorized reseller of the Provider regarding the use of the Provider's services, or
by otherwise starting to use the Provider's services.
3. Agreement period, renewal and termination
The agreement period will be from the time of creation until it is terminated.
To avoid automatic renewal with a corresponding new agreement period, the Customer must send a written termination notice by email to: post@catcloud.no, no later than thirty (30) days before the expiration date of the first agreement period (or the relevant renewal period); otherwise, a renewal period will automatically apply.
In all cases, the Customer is not entitled to a refund of any part of a prepaid consideration upon early termination. The Customer will continue to have access to the Solution for the remainder of the current agreement period (or the relevant renewal period).
4. About the solution – Catacloud
Catacloud is a modern cloud-based accounting system.
The system is a SaaS solution, meaning that the functionality is available on the internet.
Operation, development and maintenance in relation to the delivered Solution is carried out by the Supplier and/or its subcontractors in accordance with this Agreement.
The Supplier offers all its Customers the opportunity to integrate the Solution with other third-party systems directly from Catacloud's own integration portal. Catacloud's Integration Portal provides access to various existing integration modules developed by Catacloud AS for specific third-party products.
The Solution will at all times be updated according to the Norwegian Bookkeeping Act, Personal Data Act / GDPR and other applicable laws.
5. Changes to the solution and/or the agreement
The Supplier reserves the right to, at any time, make changes to the Solution, or parts of the Solution, and withdraw rights and access to the use of the API.
The Supplier also reserves the right to amend this Agreement to ensure compliance with relevant regulatory changes and with third-party licenses on which the Solution depends.
The Supplier will endeavor to inform the Customer of any planned change that will have a non-negligible/significant impact on the Solution prior to implementation (ten (10) days in advance). Failure to do so shall not be deemed a breach of contract.
The Customer understands that this Agreement may be assigned by the Supplier to another legal entity in connection with a merger, acquisition, or transfer of business.
6. Supplier's warranty
The Supplier is responsible for ensuring that the Solution complies with relevant regulatory requirements in Norway and the EU.
The software is delivered "as-is" as standard software without any express or implied warranties of any kind, other than what is explicitly regulated in this Agreement. The Supplier expressly disclaims the applicability of Section 17 of the Sale of Goods Act and any implied warranty of fitness for a particular purpose. The Customer is granted access to and may use online software as it is offered at any given time; such software is not conditioned on a specific version or publications or materials.
The Supplier aims for the Solution to be available at all times. However, the Solution may be taken down or put out of service for the execution of maintenance.
Ongoing operational status of the Solution can be found here: https://status.catacloud.com/
7. Support
The Customer is responsible for:
providing the Supplier with all relevant and necessary information and data (including personal data) required to fulfill the Supplier's obligations under this Agreement;
paying the agreed price for the use of the Solution, at the agreed frequency. The Supplier has the right to change the price and pricing model with a notification period of 2 months (term). The Supplier will invoice monthly in arrears according to the Customer's choice and consumption;
notifying the Supplier in writing of any changes regarding the Customer's contact information and/or the Customer's payment information;
ensuring that service descriptions, technical requirements, service level agreement, data processing agreement, acceptable use policies, security policies, proprietary license, and the Code of Conduct applicable to the Solution at any given time are complied with by the Customer and the Customer's end users throughout the agreement period. Furthermore, the Customer undertakes to ensure that any user manual or guidance provided by the Supplier, and related to the use of the Solution, is followed;
upon activation of EHF invoicing, we share necessary company information with the Peppol register to enable electronic invoicing and ensure compliance with applicable standards.
internal access management in connection with the Solution;
their own information and data registered in the Solution, including changes and deletion of their own data, as well as the quality assurance of such data internally, but not least in relation to reporting to public authorities. The Customer is consequently responsible for the reporting of accounting data. However, the Supplier may grant access to the Solution to persons registered with signature rights in the company.
The Customer shall use the contact point support@catacloud.no when reporting errors and/or omissions, as well as submitting requests for further development of the Solution. Notification of errors and/or omissions must contain a detailed description of the problem. Under no circumstances is the Supplier liable for delayed service delivery related to errors where the Customer does not provide detailed information.
The Data Processing Agreement associated with this Agreement governs the relationship between the Supplier (processor) and the Customer (controller) in connection with activities and actions involving the processing of personal data.
The Customer permits the Supplier to use non-personal data, such as, but not limited to, aggregated and/or anonymized statistical data regarding the Customer's use and the Customer's end users' use of the Solution, without time limit. This is provided that the Supplier ensures that such dataset cannot be used for the purpose of re-identifying an individual, either directly or indirectly.
8. Customer's responsibility
The Customer is responsible for:
providing the Supplier with all relevant and necessary information and data (including personal data) required to fulfill the Supplier's obligations under this Agreement;
paying the agreed price for the use of the Solution, at the agreed frequency. The Supplier has the right to change the price and price model with a notice period of 2 months (term). The Supplier will invoice monthly in arrears, subject to the Customer's selection and usage;
notifying the Supplier in writing of any change related to the Customer's contact information and/or the Customer's payment information;
ensuring that service descriptions, technical requirements, service level agreement, the data processing agreement, acceptable use policies, security policies, proprietary license, and the Code of Conduct applicable to the Solution at any given time, are complied with by the Customer and the Customer's end-users throughout the agreement period. Furthermore, the Customer undertakes to ensure that any user manual or guidance provided by the Supplier, and related to the use of the Solution, is followed;
upon activation of EHF invoicing, we share necessary company information with the Peppol register to enable electronic invoicing and ensure compliance with applicable standards.
internal access management in connection with the Solution;
their own information and data registered in the Solution, including changes and deletion of their own data, as well as the quality assurance of such data internally, but not least in relation to reporting to public authorities. Consequently, the Customer is solely responsible for the reporting of accounting data. The Supplier may, however, grant access to the Solution to persons registered with signature rights in the company.
The Customer shall use the contact point support@catacloud.no when reporting errors and/or defects, as well as submitting wishes for further development of the Solution. Reporting of errors and/or defects must include a detailed description of the problem. Under no circumstances is the Supplier liable for delayed service delivery related to errors where the Customer does not provide detailed information.
The Data Processing Agreement associated with this Agreement regulates the relationship between the Supplier (data processor) and the Customer (data controller) in connection with activities and actions involving the processing of personal data.
The Customer allows the Supplier to use non-personal data, such as, but not limited to, aggregated and/or anonymized statistical data regarding the Customer's use and the Customer's end-users' use of the Solution, without time limit. This is provided that the Supplier ensures that such dataset cannot be used for the purpose of re-identifying an individual, either directly or indirectly.
9. Intellectual property rights
Unless specifically included in this Agreement, including the proprietary license, this Agreement will not transfer or license intellectual property rights from the Customer to the Supplier or from the Supplier to the Customer. This applies to technology or software, including, but not limited to, designs, computer programs, descriptions, source codes, user interfaces, modifications, and trade secrets derived from the Solution, including that part of the Solution developed prior to the date of this Agreement and future developments of the Solution.
The Customer retains ownership of (their own) registered data, and data that obviously belongs to the Customer through association.
All rights, title, and interest in and to the Supplier's software, including integrations to third-party systems and in any third-party software, remain solely with the Supplier and/or the relevant third party.
If the Supplier develops, or customizes, applications, tools, procedures, reports, designs, or any other deliverable or software, all copyrights and other intellectual property rights to the Solution shall remain with the Supplier.
All general knowledge and “know-how” developed by the Supplier during the performance of the obligations under the Agreement shall remain with the Supplier.
10. Indemnification
Subject to the limitations of liability in this Agreement, the Parties agree to indemnify and hold harmless each other and their respective employees and representatives from and against all losses, liabilities, deficiencies, costs, damages, and expenses claimed by a third party, and which arise directly or indirectly from a Party's intentional or grossly negligent act and/or omission to act.
In the event a claim is made related to the Supplier's alleged infringement of a third party's intellectual property rights, the Supplier shall be responsible for replacing the affected part of the Solution to ensure the continued delivery of the Solution under the Agreement.
The Customer shall indemnify and hold harmless the Supplier, its shareholders, employees, agents, and affiliates from any claim and expenses related to the Customer's infringement of third-party intellectual property rights.
11. Limitation of liability
The Supplier shall not be held liable for any damages unless such damages can be solely attributed to the malfunction of the Solution.
The Customer may only use the Solution in accordance with this Agreement, including in accordance with the Supplier's acceptable use policy. In the event that the Customer does not act in accordance with this Agreement, including the Supplier's acceptable use policy, the Supplier reserves the right to suspend the Customer's access to the Solution. In such cases, the Supplier will provide the Customer with notice prior to suspension, if possible. A breach of this Agreement, including the Supplier's acceptable use policy, may be considered a material breach of the Agreement and form the basis for the Supplier to terminate the Agreement in line with this Agreement.
This clause also applies in all cases to the Customer's end users.
The Supplier is not responsible for the Customer's own applications, including the Customer's own code, and any third-party code or applications used by the Customer.
The Customer acknowledges that the Supplier is not liable for any indirect, special, incidental, or consequential damages, whether under Contract or by negligence (including, but not limited to, damages resulting from business interruption, loss of business, loss of profit, and loss of data) related to or arising as a result of this Agreement, to the extent permitted by law. This provision does not apply to breaches of one party's intellectual property rights of the other party.
The Customer agrees that this Agreement contains the Customer's exhaustive and exclusive remedies for interruptions, defects, partial unavailability, and complete unavailability of the Solution (see section 13.3).
12. Force Majeure
Neither of the Parties shall be held liable for failure in performance in cases where breach of contract occurs as a result of circumstances beyond the Parties' reasonable control (such as, but not limited to, fire, explosion, power outage, natural disasters, war, acts of terrorism, pandemic and the like). This does not, however, apply to the Customer's payment obligation, for access to, and use of the Solution.
Circumstances affecting the internet or cloud infrastructure, or the provider of cloud infrastructure, will be considered to constitute a force majeure event for the Provider. Furthermore, if significant changes occur in applicable legislation, applicable regulations or interpretations thereof by competent courts, or in material conditions, resulting in it becoming impossible to perform the Provider's obligations or establishing an unforeseen significant delay in the Provider's deliveries and/or unforeseen price increases, the resulting delay or non-performance shall be deemed a force majeure event, and the Provider shall be entitled to negotiate in good faith regarding the provisions affected by such a material change.
13. Breach of contract and remedies for breach
13.1 Duty to notify
If one of the Parties is unable to fulfill its obligations under this Agreement, this Party must notify the other Party in writing without undue delay. The notice must contain a justification for why the Party is unable to fulfill its obligations, and furthermore, as far as possible, when the non-performance can be rectified. The same shall apply if it can be assumed that further delays will occur after the first notice has been given.
13.2. Customer's breach of contract
The following circumstances are considered a material breach by the Customer, which entitles the Supplier to terminate the Agreement with immediate effect:
The Customer's non-payment or delayed payment of a monetary claim / payment claim, by more than 14 days after the applicable due date / payment deadline.
If the Customer becomes insolvent, or if the Customer's financial situation is such that it must be assumed that the Customer will not be able to fulfill its obligations under the Agreement (anticipatory breach).
The Customer's unlawful acts or omissions when using the Solution in violation of this Agreement, including breach of the technical requirements applicable to the Solution and the Supplier's acceptable use policy.
In the event of a justified suspicion of harmful unauthorized access.
The Customer's breach of other material obligations resting on the Customer under this Agreement.
If delivery of the Solution to the Customer becomes unlawful, e.g., by the Customer being placed on a Norwegian or EU blacklist.
The Customer is not entitled to compensation for interruption in delivery of the Solution or termination of the Agreement as a result of the Customer's payment default or other material breaches on the Customer's part.
The Customer's liability for damages caused by the Customer will be calculated based on the financial loss the Supplier has suffered as a result of a damage.
13.3. Supplier's breach of contract
The following circumstances are considered a material breach by the Supplier, which entitles the Customer to terminate the Agreement with immediate effect:
If the Supplier has initiated a bankruptcy process.
If the Supplier's delivery of the Solution is illegal or otherwise infringes upon a third party's intellectual property rights, and the Supplier, after having received 30 days' notice of this, has failed to offer an alternative solution or to remedy the illegality or infringement within a reasonable time.
The Supplier's potential liability for damages to the Customer, for any claim arising under or in connection with this Agreement, shall be limited to direct losses. The Supplier's aggregate liability for damages to the Customer for direct losses will under no circumstances exceed an amount equivalent to 50% of the total annual fee the Customer pays for use and access to the Solution. The aforementioned liability limit shall include any price reduction or service credits granted to the Customer (if any). Under no circumstances will the Supplier's aggregate liability under this Agreement exceed the aforementioned amount.
The Customer shall indemnify the Supplier fully against third-party claims (including claims from the Customer's employees, end-users, and other parties acting on behalf of the Customer) that exceed the limits of this Agreement.
14. Governing law, dispute resolution and jurisdiction
The parties' rights and obligations under this Agreement shall be governed in their entirety by Norwegian law.
Should a dispute arise between the Parties regarding the interpretation or effects of this Agreement, the Parties shall seek to resolve this amicably through negotiations. If a dispute is not resolved through negotiations, it shall be subject to the jurisdiction of the Oslo District Court.
15 Terms of Service
Unless otherwise defined herein, all capitalized terms defined in the "Agreement" (see the definition in section 1 of the Supplier's (i.e., Catacloud Services) terms of use) shall have the same meaning herein as therein, unless the context here requires otherwise.
15.1 Accessibility
The provider shall, to the best of their ability, attempt to ensure that the Catacloud solution is available.
15.2 Opening hours
The supplier's opening hours are Monday – Friday from 08:00 to 16:00.
The reseller and/or end customer can report errors via support@catacloud.no or through Catacloud support.
16. Supplier's Acceptable Use Policy (AUP)
Words and expressions not otherwise defined in this document shall have the same meaning as in the ”Agreement” (see the definition in section 1 of the Supplier's (i.e. Catacloud Services) terms of use), unless the context requires otherwise.
These acceptable use guidelines (the "Guidelines") describe the rules for using the accounting system Catacloud provided by the Supplier and its affiliates (the "Services"). The examples described in the Guidelines are not exhaustive. The Supplier reserves the right to amend these Guidelines at any time to comply with the cloud service provider's acceptable use policy.
Revised versions of these Guidelines will be made available on the Supplier's website or optionally upon request from the Reseller and the end customer. By using the Services, the Reseller and end customers accept the latest version of these Guidelines at all times, including after the conclusion of the Agreement and during the term of the Agreement. If the Reseller and/or end customers, or any affiliates or a party to whom the Reseller and/or end customer grants access to the Service violates the Guidelines, or authorizes or assists others to do so, the Supplier reserves the right to suspend or terminate the access of the Reseller, end customer and/or other relevant parties to the Service. Resellers, end customers and other relevant affiliates and parties are obliged to comply with these Guidelines when using the Supplier's Services.
Reporting violations of the Guidelines
If you become aware of any violation of these Guidelines, you are obliged to notify the Supplier immediately and assist the Supplier in identifying and locating the violation in order to stop or remedy the violation. Reporting of any violations of these Guidelines should be sent to email: post@catacloud.no
Illegal, harmful or offensive use or content
You may not use, encourage, promote, facilitate or instruct others to use the Service for illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. Prohibited actions or content include, but are not limited to:
Illegal, harmful or deceptive actions. Any activities that are illegal, that infringe on the rights of others, or that may be harmful to others, our business or reputation, including the dissemination, promotion or facilitation of child pornography, offering or disseminating fake goods, services, schemes or promotions, make-money-fast schemes, Ponzi and pyramid schemes, phishing or pharming or engaging in other deceptive practices, acts of terrorism, involving or otherwise in relation to organizations that promote or engage in acts of terrorism.
Infringing content. Content that infringes or misappropriates the intellectual property or proprietary rights of others. This includes, but is not limited to, decompilation or disassembly of the Services or otherwise performing actions that would undermine the Supplier's intellectual property rights or technology, license terms or bypass technical limitations in the Service or cloud service or limitations in the documentation.
Offensive content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, is related to bestiality or depicts non-consensual sexual acts.
Harmful content. Content or other computer technology that may damage, interfere with, intercept or expropriate any system, program or data, including, but not limited to, viruses, Trojan horses, worms, time bombs or cancelbots.
Security breaches
You may not use the Service to violate the security or integrity of any network, computer or communications system, software application or network or computing device. Prohibited activities include, but are not limited to:
Unauthorized access. Accessing or using any system without permission, including attempting to probe, scan or test the vulnerability of a system or to breach security or authentication measures used by a system.
Interception. Monitoring data or traffic on a system without permission.
Falsification of origin. Falsifying TCP-IP packet headers, email headers, or any part of a message describing its route or origin. Legitimate use of aliases and anonymous remailers is not illegal under the Guidelines.
Network abuse
You may not use the Service to establish network connections to users, hosts or networks unless you have permission to communicate with them. Prohibited activities include:
Monitoring or review. Monitoring or reviewing a system that degrades or disrupts the system.
Denial of Service (DoS). Flooding a target with communication requests so that the target cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
Intentional interference. Interfering with the proper functioning of any system, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks or flooding techniques.
Operation of certain network services. Operating network services such as open proxies, open mail relays or open recursive domain name servers.
Avoiding system limitations. Using manual or electronic means to avoid usage limitations placed within a system, such as access and storage limitations.
Email or other message abuse
You will not distribute, publish, send or facilitate the sending of unsolicited bulk email or other messages, promotions, advertising or solicitations (such as "spam"), including commercial advertising and informational announcements. You will not alter or obscure email headers or assume a sender's identity without the sender's explicit permission. You will not collect replies to messages sent from another internet provider if those messages violate these Guidelines or the acceptable use policy of the provider in question.
Demo
The user undertakes to use the demo functionality in a lawful and responsible manner. Abuse of the offer, including, but not limited to, creating multiple accounts to bypass the trial period, automated or unauthorized access, or use contrary to the purpose of the service, may lead to immediate deactivation of the client without prior notice. The Supplier reserves the right to assess and decide what is deemed to be abuse.
Supplier's right to monitoring and enforcement
The Supplier reserves the right, but is not obligated, to investigate violations of the Guidelines or abuse of the Service. The Supplier may:
Investigate violations of the Guidelines or abuse of the Service; or
remove, disable access to or modify content or resources that violate the Guidelines or any other agreements the Supplier has with you for use of the Service.
The Supplier may report any activity that we suspect violates laws or regulations to relevant authorities or other appropriate third parties. The Supplier's reporting may include user and customer information.
The Supplier may also cooperate with authorities or other appropriate third parties to assist with the investigation and prosecution of illegal conduct by providing network and system information related to alleged violations of the Guidelines.