The terms of use
These terms of use apply between the following parties:
Provider: Catacloud Services AS, organization number 931 102 095 (hereinafter referred to as "Provider" or "Catacloud Services"). User/customer: the person who has registered as a user of the system (hereinafter referred to as "the Customer").
Provider and Customer are hereinafter referred to jointly as "Parties", or individually as "Party".
Definitions and Contract Documents
"Agreement" means (i) the documentation that the Customer accepts upon registration, (ii) these terms of use, (iii) the service level agreement, (iv) the applicable technical requirements for the system, (v) the data processing agreement, (vi) the acceptable use policy, (vii) the security guidelines, (viii) the terms for proprietary licenses, and (ix) Catacloud's code of conduct." The contract documents (i) u2013 (ix) mentioned above are each an integral part of the Agreement. The parties are committed to following the Code of Conduct and Supplier Code of Conduct in force at any given time. The Code of Conduct and Supplier Code of Conduct may during the agreement period be replaced by comparable documents and agreements related to good business practices. In the event of a conflict between different contract documents, the following rules of precedence shall apply:
Terms of Use and Service
The Data Processing Agreement
Technical Requirements
Acceptable Use Policy
Service Level
Wording of other contract documents excluding the terms of use
The general wording of these terms of use
Catacloud Code of Conduct and Supplier Code of Conduct (English)
"Solution" means the system available at any given time on app.catacloud.com and used by the Customer.
Contract formulation
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) services of the Provider and the Customer provides all necessary information related to this.
When the Customer orders (one or more) services of the Provider by placing 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.
Contract period, renewal and termination
The contract period will be from the date of establishment and until it is terminated. To avoid automatic renewal with a comparable new contract period, the Customer must send a written termination by email to: post@catcloud.no, no later than thirty (30) days before the end of the first contract period (or the respective renewal period); otherwise, the renewal period will apply automatically. In any case, the Customer is not entitled to a refund of a portion of the prepaid fee upon early termination. The Customer will continue to have access to the Solution throughout the applicable contract period (or throughout the respective renewal period).
About the solution — Catacloud
Catacloud is a modern cloud-based accounting solution. The system is a SaaS solution, meaning that functionality is available on the internet. Operation, development, and maintenance associated with the delivered Solution are carried out by the Provider and/or their subcontractors in accordance with this Agreement. The Provider offers all their customers the option 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 Norwegian accounting laws, data protection laws / GDPR, and other applicable laws.
Changes to the solution and/or the agreement
The Provider reserves the right to, at any time, make changes to the Solution, or parts of the Solution, and to revoke rights and access to the use of the API. The Provider 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 Provider will endeavor to inform the Customer of any planned changes 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 considered a breach of contract. The Customer is aware that this Agreement may be assigned by the Provider to another legal entity in connection with a merger, acquisition, or business transfer.
Provider insurance
The Provider is responsible for ensuring that the Solution complies with applicable regulatory requirements in Norway and the EU. The software is provided "as-is" as standard software without any express or implied warranties of any kind, other than what is specifically provided for in this Agreement. The Provider specifically rejects the application of § 17 of the Sale of Goods Act and any implied warranties of fitness for a particular purpose. The Customer receives access to and can use network-based software as it is available at any given time; such software is not subject to a specific version or versions or content. The Provider aims for the Solution to be available at all times. However, the Solution may be taken down or put out of operation for maintenance.
7. Customer Service (Support)
Support and error correction will be carried out in accordance with this Agreement and the Service Level Agreement (SLA).
The Provider makes no guarantees that the Solution is always free of errors or interruptions.
In order for the Provider to be able to provide support and correct errors, the Customer must notify the Provider within a reasonable time after the error or defect is discovered. Notwithstanding the foregoing, if 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 for the Customer. The Customer shall bear the cost of implementing any potential alternative solution.
The customer's responsibility
The Customer is responsible for:
providing the Provider with all relevant and necessary information and data (including personal data) necessary to fulfill the Provider's obligations under this Agreement;
paying the agreed price for the use of the Solution, at the agreed frequency. The Provider has the right to change the price and price model with a notice period of 2 months (period). The Provider will invoice monthly in arrears according to the Customer's choices and usage;
notifying the Provider in writing of all changes related to the Customer's contact information and/or the Customer's payment details;
ensuring that service descriptions, technical requirements, service level agreement, data processing agreement, acceptable use guidelines, security instructions, proprietary licenses, Code of Conduct applicable at any given time for the Solution, are complied with by the Customer and the Customer's end users throughout the entire contract period. Furthermore, the Customer undertakes to ensure that all user manuals or instructions from the Provider, related to the use of the Solution, are followed;
upon activation of EHF invoicing, we share the necessary company information with the Peppol directory to enable electronic invoicing and ensure compliance with applicable standards;
internal access control in connection with the Solution;
own information and data entered into the Solution, including modification and deletion of own data, as well as quality assurance of such data internally, but not least in connection with reporting to public authorities. The Customer is therefore solely responsible for the reporting of accounting data. The Provider can, however, grant access to the Solution to individuals registered with signing authority for the company.
The Customer shall use the contact point support@catacloud.no when reporting errors and/or defects, as well as reporting wishes for further development of the Solution. Notification of errors and/or defects shall contain a detailed description of the problem. Under no circumstances is the Provider liable for delays in service delivery related to errors where the Customer does not provide precise information.
The Data Processing Agreement related to this Agreement governs the relationship between the Provider (data processor) and the Customer (data controller) in connection with activities and operations involving the processing of personal data.
The Customer allows the Provider 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 subject to the Provider ensuring that such a dataset cannot be used for the purpose of re-identifying an individual, whether directly or indirectly.
Intellectual property rights
Unless specifically provided for in this Agreement, including in the proprietary licence, this Agreement will not transfer or grant a licence to intellectual property rights from the Customer to the Provider or from the Provider to the Customer. This applies to technology or software, including but not limited to, designs, computer programs, specifications, source code, user interfaces, modifications and trade secrets retrieved from the Solution, including that part of the Solution which was developed prior to the date of this Agreement and future developments of the Solution.
The Customer owns the proprietary rights to (own) registered data, and data which obviously belongs to the Customer through association.
All rights, title and interest in and to the Provider's software, including integrations with third-party systems and in potential third-party software, remain exclusively with the Provider and/or the respective third party.
If the Provider develops, or adapts, applications, tools, processes, reports, designs or other deliverables or software, all copyrights and other intellectual property rights to the Solution shall remain with the Provider.
All general knowledge and "know how" developed by the Provider in the performance of obligations under the Agreement, shall remain with the Provider.
Harmlessness
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 any and all losses, liabilities, deficiencies, costs, damages, and expenses claimed by a third party, arising directly or indirectly from willful or grossly negligent conduct and/or failure of a Party to act.
If a claim is made related to an alleged infringement by the Provider of a third party's intellectual property rights, the Provider 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 Provider, its shareholders, employees, agents, and affiliates harmless from any claims and expenses related to the Customer's infringement of a third party's intellectual property rights.
Limitation of liability
The Provider shall not be held liable for any potential damage unless such damage can be exclusively attributed to the downtime of the Solution.
The Customer may only use the Solution in accordance with this Agreement, including in accordance with the Provider's acceptable use policy. If the Customer fails to comply with this Agreement, including the Provider's acceptable use policy, the Provider reserves the right to suspend the Customer's access to the Solution. In such cases, the Provider will give the Customer notice prior to suspension, if possible. A breach of this Agreement, including the Provider's acceptable use policy, may be considered a material breach of the Agreement and form the basis for the Provider to terminate the Agreement in accordance with this Agreement.
This provision also applies in all cases to the Customer's end users.
The Provider 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 Provider is not liable for any indirect, special, incidental, or consequential damages, whether in contract or tort (including but not limited to, damages for 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 a breach by either party of intellectual property rights against the other party.
The Customer agrees that this Agreement contains the Customer's exhaustive and exclusive remedies for interruption, defects, temporary unavailability, and complete unavailability of the Solution (see Section 13.3).
12. Force Majeure
Neither party shall be held liable for performance failures in cases where a breach of contract occurs due to circumstances beyond the reasonable control of the Parties (such as, but not limited to, fire, explosion, power outage, natural disasters, war, acts of terrorism, epidemic, and the like). However, this does not apply to the Customer's payment obligations for access to and use of the Solution.
Circumstances affecting the internet or cloud infrastructure, or cloud infrastructure providers, shall be deemed to be force majeure events for the Provider. Furthermore, if there are significant changes to applicable legislation, current regulations, or their interpretation by competent courts, or to material circumstances, resulting in the impossibility of performing the Provider's obligations or establishing an unforeseen significant delay in the Provider's deliveries and/or unforeseen price increases, such delay or non-performance shall be deemed to be a force majeure event, and the Provider shall have the right to negotiate in good faith regarding the provisions affected by such significant change.
Breach of contract and remedies
13.1 Obligation to Report
If either Party is unable to fulfill its obligations under this Agreement, that Party must notify the other Party in writing without undue delay. The notification must include the reasons why the Party is unable to fulfill its obligations, and furthermore, as far as possible, when the default can be remedied. The same shall apply if a further delay can be expected after the first notification has been given.
13.2. Customer's breach of contract
The following circumstances constitute a material breach on the part of the Customer, which entitles the Provider to terminate the Agreement with immediate effect:
Non-payment or delayed payment by the Customer of a monetary claim / payment claim, by more than 14 days past the applicable due date/payment deadline.
If the Customer becomes bankrupt, or if the Customer's financial position is such that it must be assumed that the Customer will not be able to fulfill its obligations under the Agreement (anticipatory breach).
Unlawful act or omission by the Customer in using the Solution in violation of this Agreement, including in violation of technical requirements applicable to the Solution and the Provider's guidelines on acceptable use.
Upon reasonable suspicion of harmful unauthorized access.
The Customer's breach of other material obligations resting on the Customer under this Agreement.
If the delivery of the Solution to the Customer becomes unlawful, e.g. by the Customer being placed on Norwegian or EU blacklists.
The Customer is not entitled to compensation for disruption in the delivery of the Solution or termination of the Agreement as a result of payment default or other material breach on the part of the Customer. The Customer's liability for damages caused by the Customer will be calculated based on the financial loss incurred by the Provider due to the damage.
13.3. Breach of contract by provider
The following situations constitute a material breach by the Provider, which entitles the Customer to terminate the Agreement with immediate effect:
If the Provider has entered into bankruptcy proceedings.
If the delivery of the Solution by the Provider is illegal or is otherwise in violation of the intellectual property rights of a third party, and the Provider, after having received 30 days notice of this, has neglected to offer another solution or to remedy the illegality or infringement within a reasonable time.
The Provider's potential liability towards the Customer, for any claims arising under or in connection with this Agreement, shall be limited to direct damages. The Provider's total liability towards the Customer for direct damages will under no circumstances exceed an amount corresponding to 50% of the total annual fee paid by the Customer for use and access to the Solution. The said liability limits shall include any price reduction or service credits given to the Customer (if any). Under no circumstances will the Provider's total liability under this Agreement exceed the said amount.
The Customer shall hold the Provider fully 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
Rights and obligations of the Parties under this Agreement shall in their entirety be governed by Norwegian law.
If a dispute arises between the Parties concerning the interpretation or effect of this Agreement, the Parties shall endeavor to resolve this amicably through negotiations. If the 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 definition in section 1 of the Provider's (i.e. Catacloud Services) terms of use), shall have the same meaning herein as there, unless the context herein requires otherwise.
15.1 Accessibility
The provider shall endeavor to the best of their ability to ensure that the Catacloud solution is available.
15.2 Opening Hours
The Provider's opening hours are Monday – Friday from 08:00 to 16:00.
The reseller and/or the end customer can report errors via support@catacloud.no or through Catacloud support.
16. Provider Acceptable Use Policy (AUP)
Words and concepts not specifically defined in this document shall have the same meaning as in the "Agreement" (see definition in section 1 of the Provider's Terms of Use (i.e. Catacloud Services)), unless the context requires otherwise.
These Acceptable Use Guidelines ("Guidelines") describe the rules for using the Catacloud accounting system offered by the Provider and its affiliates ("the Services"). The examples described in the Guidelines are not exhaustive. The Provider reserves the right to modify 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 Provider's website or upon request of the Reseller and the final customer. By using the Services, the Reseller and final customers accept the latest version of these Guidelines, at any given time, including after the conclusion of the Agreement and during the agreement period. If the Reseller and/or final customers, or affiliates or an entity to which the Reseller and/or the final customer provides access to the Service violates the Guidelines, or authorizes or assists others in doing so, the Provider reserves the right to suspend or terminate the access of the Reseller, the final customer and/or other relevant parties to the Service. Resellers, final customers and other relevant related parties are obliged to comply with these Guidelines when using the Provider's Services.
Reporting Violations of the Guidelines
If you become aware of a violation of these Guidelines, you are obliged to notify the Provider immediately and assist the Provider in identifying and locating the violation, in order to stop or correct the violation. Notifications of potential violations of these Guidelines should be sent to the email address: post@catacloud.no
Illegal, Harmful, or Offensive Use or Content
You may not use, encourage, promote, facilitate, or instruct others to use the Services for illegal, harmful, fraudulent, offensive, or defamatory purposes, or to transmit, store, display, distribute, or otherwise make available content that is illegal, harmful, fraudulent, offensive, or defamatory. Prohibited activities or content include, but are not limited to:
Illegal, harmful, or fraudulent activities. Any activities that are illegal, that infringe upon the rights of others, or that may be harmful to others, our operations, or reputation, including the distribution, 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, terrorist acts, participation in, or otherwise in connection with organizations that promote or engage in terrorist acts.
Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others. This includes, but is not limited to, decompiling or disassembling the Services or otherwise performing activities that will undermine the Provider's intellectual property rights or technology, licensing terms, or bypassing technical limitations in the Service or cloud service, or limitations in the documentation.
Offensive Content. Content that is defamatory, obscene, offensive, invasive of privacy, or otherwise objectionable, including content that is considered child pornography, relates to bestiality, or depicts non-consensual sexual acts.
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously 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 systems 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 illegal under the Guidelines.
Network Abuse
You may not use the Service to make 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 systems 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 unusable.
Deliberate 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.
Bypassing system limitations. Using manual or electronic means to bypass usage limitations placed on a system, such as access and storage restrictions.
Email or Other Message Abuse
You will not distribute, publish, send, or facilitate the sending of unsolicited bulk email or other messages, campaigns, promotions, or solicitations (such as "spam"), including advertising and informational announcements. You will not alter or obscure email headers or assume a sender's identity without the explicit permission of the sender. You will not collect replies to messages sent from another internet service provider if those messages violate these Guidelines or the acceptable use guidelines of that provider.
Promotion
The user undertakes to use the promotional functionality in a lawful and responsible manner. Abuse of the offer, including but not limited to, the creation of multiple accounts to bypass the trial period, automated or unauthorized access, or use contrary to the purpose of the service, may result in the immediate deactivation of the customer without notice. The Provider reserves the right to assess and determine what constitutes abuse.
Provider's Right of Monitoring and Enforcement
The Provider reserves the right, but is not obligated, to investigate violations of the Guidelines or abuse of the Service. The Provider 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 agreement the Provider has with you regarding the use of the Service.
The Provider may report any activity that we suspect violates laws or regulations to appropriate law enforcement officials, regulators, or other appropriate third parties. The Provider's reporting may include user and customer contact information.
The Provider may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of the Guidelines.