The User Agreement
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 “the Customer”).
Supplier and Customer are hereinafter referred to as the “Parties” collectively, or “Party” individually.
1. Definitions and agreement documents
“By “the Agreement” is meant (i) the documentation approved by the Customer upon registration, (ii) these terms of use, (iii) the service level agreement, (iv) applicable technical requirements for the system, (v) the data processing agreement, (vi) acceptable use policy, (vii) security guidelines, (viii) terms for proprietary license, and (ix) Catacloud's code of conduct.” The agreement documents (i) – (viiii) mentioned above each constitute an integrated 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 conflict between the various agreement 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 in the other agreement documents with the exception of the terms of use.
The general wording in these terms of use
Catacloud Code of Conduct and Supplier Code of Conduct (English)
By “the Solution” is meant the system available at any given time on 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 thereto.
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 by email to: post@catcloud.no, no later than thirty (30) days prior to the expiration date of the initial agreement period (or the current renewal period); otherwise, a renewal period will automatically apply.
In any case, the Customer is not entitled to a refund of parts of a prepaid fee upon early termination. The Customer will continue to have access to the Solution for the remainder of the current agreement period (or for the current renewal period).
4. About the solution – Catacloud
Catacloud is a modern cloud-based accounting system.
The system is a SaaS solution, which means that the functionality is available on the internet.
Operation, development, and maintenance of the delivered Solution are performed by the Provider and/or its subcontractors in accordance with this Agreement.
The Provider 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 in accordance with the Norwegian Bookkeeping Act, the Personal Data Act / GDPR, and other applicable law.
Changes to the solution and/or the agreement
The Supplier reserves the right to make changes to the Solution, or parts of the Solution, at any time, and to withdraw rights and access to the use of APIs.
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 is dependent.
The Supplier will endeavor to inform the Customer of any planned change that will have a non-negligible/significant impact on the Solution before implementation (ten (10) days in advance). Failure to do so shall not be considered 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 business transfer.
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 expressly regulated in this Agreement. The Supplier expressly disclaims the application of § 17 of the Sale of Goods Act (kjøpsloven) 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 upon a specific version or publications or materials.
The Supplier aims for the Solution to be available at all times. Nevertheless, the Solution may be taken down or put out of service for the execution of maintenance.
7. User Support (support)
Support and error correction will be performed in accordance with this Agreement and the Service Level Agreement (SLA).
The Provider gives no warranty that the Solution will always be free from errors or interruptions.
In order for the Provider to provide support and correct errors, the Customer must notify the Provider within a reasonable time from when the error or defect is discovered. Notwithstanding the foregoing, in the event an error is caused by third-party deliveries, the Provider will only be obligated to report the error to the relevant third party, and to suggest (where possible) an alternative solution to the Customer. The Customer shall bear the costs of implementing any alternative solution.
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 2-month notification period (term). The Supplier will invoice monthly in arrears based on the Customer's preference and usage;
notifying the Supplier in writing of any changes related to the Customer's contact information and/or the Customer's payment information;
ensuring that service descriptions, technical requirements, service level agreements, the data processing agreement, acceptable use policies, security policies, proprietary licenses, and the Code of Conduct that apply 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 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;
own information and data registered in the Solution, including changes to and deletion of own data, as well as the quality assurance of such data internally, and notably in relation to reporting to public authorities. Consequently, the Customer is solely responsible for reporting accounting data. The Supplier may, however, grant access to the Solution to persons registered with signing authority in the company.
The Customer shall use the contact point support@catacloud.no when reporting errors and/or deficiencies, as well as submitting requests for further development of the Solution. Reporting of errors and/or deficiencies 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 Processor Agreement associated with this Agreement regulates the relationship between the Supplier (data processor) and the Customer (data controller) in connection with activities and actions that involve 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 and the Customer's end users' use of the Solution, without time limitations. This is provided that the Supplier ensures that such a dataset cannot be used for the purpose of re-identifying an individual, either directly or indirectly.
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, design, 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 development of the Solution.
The Customer retains ownership of (their own) registered data, and data that obviously belongs to the Customer by 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, design or other deliverables 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.
Indemnification
Subject to the limitations of liability in this Agreement, the Parties agree to indemnify and hold each other and their respective employees and representatives harmless 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 willful 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 in accordance with the Agreement.
The Customer shall indemnify and hold the Supplier, its shareholders, employees, agents, and affiliates harmless from any claims and expenses related to the Customer's infringement of third-party intellectual property rights.
Limitation of liability
The Supplier shall not be held liable for any damages unless such damages are solely attributable to the Solution's malfunction.
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 accordance with this Agreement.
This clause also applies in all cases to the Customer's end users.
The Supplier is not liable 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 in negligence (including, but not limited to, damages resulting from business interruption, loss of business, loss of profits, and loss of data) related to or arising from this Agreement, to the extent permitted by law. This provision does not apply to breaches of either party's intellectual property rights of the other party.
The Customer agrees that this Agreement contains the Customer's exhaustive and exclusive remedies for interruption, 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 arises 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). However, this does not apply to the Customer's payment obligation, or for access to, and use of the Solution.
Circumstances affecting the internet or cloud infrastructure, or the cloud infrastructure provider, will be deemed to constitute a force majeure event for the Supplier. Furthermore, if significant changes occur in applicable legislation, applicable regulations or interpretations of these by competent courts, or in material circumstances, resulting in it becoming impossible to perform the Supplier's obligations or establishing an unforeseen significant delay in the Supplier's deliveries and/or unforeseen price increases, the resulting delay or failure in performance shall be deemed a force majeure event, and the Supplier shall be entitled to negotiate in good faith regarding the provisions affected by such a material change.
Breach of contract and remedies for default
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 notification must contain a justification for why the Party is unable to fulfill its obligations, and furthermore, as far as possible, when the failure to perform can be remedied. The same will apply if it can be assumed that further delays will occur after the first notification has been given.
13.2. The 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 late 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 (anticipated breach).
The Customer's unlawful acts or omissions in using the Solution in violation of this Agreement, including in breach of the technical requirements applicable to the Solution and the Supplier's acceptable use policy.
In the event of substantiated suspicion of harmful unauthorized access.
The Customer's breach of other material obligations incumbent upon 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 the delivery of the Solution or termination of the Agreement as a result of the Customer's payment default or other material breaches by the Customer.
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 or winding-up process.
If the Supplier's delivery of the Solution is unlawful or otherwise infringes upon a third party's intellectual property rights, and the Supplier, after having received 30 days' notice thereof, has failed to offer an alternative solution or to remedy the unlawfulness 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 total liability to the Customer for direct losses shall not under any circumstances exceed an amount equivalent to 50% of the total annual consideration paid by the Customer for the use of 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 total liability under this Agreement exceed the aforementioned amount.
The Customer shall fully indemnify and hold the Supplier harmless from 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 the 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 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 its 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. Provider's Acceptable Use Policy (AUP)
Terms 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) user terms), unless the context requires otherwise.
These acceptable use guidelines (the "Guidelines") describe the rules for using the accounting system Catacloud offered 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 guidelines.
Revised versions of these Guidelines will be made available on the Supplier's website or 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 any time, including after entering into 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 provides 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 Reseller's, end customer's and/or other relevant parties' access to the Service. The Reseller, 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 to stop or rectify the breach. 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 activities or content include, but are not limited to:
Illegal, harmful, or fraudulent activities. Any activities that are illegal, that infringe the rights of others, or that may be harmful to others, our operations, 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 involve themselves 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, decompiling or dismantling the Services or otherwise performing actions that would undermine the Supplier's intellectual property rights or technology, license terms, or circumventing technical limitations in the Service or cloud service, or restrictions in the documentation.
Offensive content. Content that is defamatory, obscene, offensive, 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 breach the security or integrity of any network, computer, or communications system, software, 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.
Eavesdropping. Monitoring data or traffic on a system without permission.
Falsification of origin. Forging 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 prohibited 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 scanning. Monitoring or scanning of a system that impairs 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.
Operating certain network services. Operating network services such as open proxies, open mail relays, or open recursive domain name servers.
Bypassing system restrictions. Using manual or electronic means to bypass usage limitations placed on a system, such as access and storage restrictions.
Email or other messaging 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 guidelines 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 forward notice. The Supplier reserves the right to assess and decide what is considered abuse.
The Supplier's right to monitoring and enforcement
The Supplier reserves the right, but is not obliged, 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 other agreements that the Supplier has with you for the use of the Service.
The Supplier may report any activity that we suspect violates any law or regulation 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.