1 Welcome to Peer-it
These general terms and conditions for companies apply to delivery and use of business services from Peer-it AS, organization number 920 730 590, Olaf Helsets vei 5, 0694 OSLO. The customer is the legal person with an organization number that is registered as a business customer at Peer-it. The business terms apply to all services and products, that include all work and solutions included subscription, hardware, applications et cetera, from Peer-it to business customers (“Services”). Customers deal with Peer-it involves these Terms and conditions. Business terms involve anyone who the customer authorizes to use Peer-its services (“User”). Customers are responsible to uphold the agreement. Anyone who uses Peer-its services without entering an explicit agreement vocally or written is considered to have accepted Peer-its terms for the current Service. The customer’s agreement with Peer-it continues until it is terminated or canceled by one of the parties.
2 Customers responsibility
2.1 Customers duty to provide information
The customers shall keep Peer-it continuously updated on customer’s information, including customers contact persons and Users connected to the agreement. The customer shall enter the correct name, mail address, and invoice address, if the latter is not similar to the mail address, in addition to, organization number and contact person. The customer shall designate a contact person who shall be identified with name and birth date. The contact person must be employed by the Customer, or have a valid written power of attorney from the customer. The customer shall enter the phone number and email address of the contact person, for instance in connection with the notification of changes relating to pt. 7 in these Terms and Conditions. The customer shall also enter at least one electronic contact address. The customer shall as soon as possible report address changes, including changes in electronic addresses and other changes which the customer should understand, is of significance to Peer-it. Such changes are reported primarily on the customer’s administrative page at Peer-it (Orgadmin).
If Peer-it does not have the correct address or due to different reasons get shipments in return, Peer-it cannot uphold their commitments to the Customer and the agreement and can therefore terminate the agreement. For Services mainly used by single persons, the customer shall inform about correct User information such as name, birth date, and address. This is necessary for security reasons and because Peer-it shall be able to comply with ekom- and privacy legal claims which necessitate identification and authorization of Users, for example by collecting User consent or disclose detailed information about how Users employ Services from Peer-it.
2.2 Agreement and administration
People which on behalf of the Customer enters into an agreement with Peer-it are assumed to have a valid power of attorney. Peer-it further assumes that the Customers contact person has the power of attorney to administrate the contractual relationship, including ordering and changing Peer-its Terms and conditions for all Users and/or accesses registered to the Customer. Peer-it further assumes Users have power of attorney to make orders and changes tied to their subscriptions and Services.
2.3 Use of Services
The customer can use the Services to the purpose and extent of the Agreement. The Services are not to be resold, loaned out, transferred to third parties, or in any other way used for unintentional purposes without Peer-its written consent. The customer is responsible for proper usage following the Agreement. The customer is responsible to make the conditions of the Agreement known to the Users and to inform that these apply similarly to each User. The customer is also required to inform Users that information regarding their usage of Peer-its Services may be transferred to the Customer. Also, see pt. 6 regarding the processing of personal information.
Updated prices for Peer-its Service can be found on www.peer-it.com or by request. Services that require customer adaption or discounts will be agreed upon in writing. Special prices, discounts, and other benefits, which are agreed due to the Customers membership in an interest organization or affiliation with an enterprise or such, will be terminated with the cessation of such affiliation. If the Customer does not fulfill the prerequisites for the Agreed upon special prices, Peer-it has the right to demand regular prices from the point the prerequisites ceased. This is not considered a price change.
4 Payment and complaint of Invoice
Regular costs and eventual establishment costs or one-time costs are invoiced beforehand. Usage which is not included in a regular price is invoiced separately afterward. The invoice is due 21 days after the invoice date. If the invoice amount is below one of Peer-its fixed amounts, it transfers to the next invoice. If the Customer believes the invoice is incorrect, they have to complain to Peer-it before the due date on the invoice, or if this is not possible, in a reasonable time. As long as the complaint is being processed, the complaint part of the invoice is not due for payment. The customer shall pay the undisputed part of the invoice by the due date. Considering partly payment the Customer has to explain which Service the payment is related to.
5 Invoice, crediting, and default interest
Peer-it cannot post-invoice the Customer later than six months after the invoice date, as a result of own fault. If the fault regards forgotten invoicing for a delivered Service, the start point is counted from the date the Service was meant to be invoiced. At the same time, the Customer cannot claim faulty invoices and/or credit more than six months after the invoice date. Regarding belated payments default interest accrues equivalent to the, at any point, current rate according to the Late Payment Interest Act.
6 Processing of personal information
6.1 Peer-its and the Customers role related to the Personal Data Act
Peer-it is the data processor for Services and processes, where Peer-it processes personal information about the customer and the customers’ users. Peer-it decides the purpose of the processing and which methods and/or security mechanisms are to be used. For Services and/or processes, where Peer-it processes personal information on behalf of the customer, for specific purposes decided by the customer, Peer-it is the data processor and the customer is the data controller. This applies when Peer-it delivers informational societal services over the internet, like Peer-it Webapp or PIA. Note that when entering into an agreement between the customer and Peer-it regarding the delivery of agreed Services, the customer will be considered as data controller for the information the customer has collected from their Users (name, birth date, and address) and that the customer transfers to Peer-it concerning the subscription.
For this transfer the customer will be the data controller and Peer-it will be the data processor, ref pkt. 6.2. The purpose of the transfer is to make agreed Services available for Users, including allowing data processors to be capable of fulfilling and authenticate Users correctly concerning the Service. The received information is used to create and update User identities related to the Customer. The process of creating/update and verify User identities in the customer register happens in its entirety in Norway. When Peer-it is a data processor the processing of personal information will be regulated by separate terms, ref. Pnt. 6.2. of these Terms and conditions. Please note that the customer, in these circumstances, is responsible for securing legal purposes and a legal basis for the processing of personal information.
6.2 Peer-its responsibility as Data processor (data processing terms)
When Peer-it (as a data processor) processes personal data on behalf of the customer (as data controller), the following conditions will apply:
The Data Processor shall only process personal data as specified in these Terms and Conditions and associated documents for the relevant Services or processes. The personal data shall be processed exclusively for specified purposes and in specified geographical areas as defined in the accompanying Documents. The data processor may also process personal data when this is required by the EU or national rules to which the data processor is subject. In such cases, the data processor shall, as far as possible, inform the data controller of such legal requirements before the processing is implemented.
The data processor shall ensure that only persons who are authorized to process personal data have access to these and that the persons are subject to confidentiality liability. The data processor shall implement technical and organizational measures to ensure an adequate level of security adapted to the risk that the processing represents. The data controller shall inform the data controller of any change that involves replacing or adding a subcontractor before such changes are implemented so that the data controller has the opportunity to object to such a change. In cases where the data processor engages a subcontractor to perform specific processing activities on behalf of the data controller, the same obligations as apply in this agreement shall also apply to the subcontractor. If a subcontractor does not comply with these obligations, the data processor shall be fully liable to the data controller for the subcontractor’s compliance with its obligations under this agreement.
Concerning the nature of the processing and the information available, the data processor shall assist the data controller with:
– Fulfillment of the data controller’s obligations to respond to inquiries related to the exercise of the data subject’s (User’s) rights under applicable law.
– Implementation of appropriate technical and organizational measures to ensure an adequate level of security given the risks involved, including assessing the consequences for privacy, which may reasonably be required by the data controller and communicating with the national Data Protection / Data Protection Authority.
If a breach of personal data security occurs, the data processor shall notify the data controller in writing without undue delay. The data processor shall immediately delete or return all personal data, including all copies after the contractual relationship has ended, or if the data controller requests this in writing.
In cases where the processing of personal data takes place either
1) outside the EU / EEA area, or
2) in countries other than those pre-approved by the European Commission,
the processing shall be following the applicable EU Model Contracts for the transfer of Personal Data to third countries. The data processor is therefore authorized to enter into such an EU Model Clause Agreement on behalf of the data controller.
6.3 Peer-its use of personal information in customer advice and marketing
Peer-it can use any form of communication to contact persons designated by the customer, including electronic communication (SMS, MMS, e-mail, etc.), to inform and advise on and market Peer-its product and service offerings.
6.4 Reservation against marketing and delivery to catalog and directory inquiry service
The customer, including the customer’s Users and contact person, can via Peer-its digital self-service channels and/or customer service reserve against, or limit, Peer-its use of customer information in connection with marketing.
7 Changes in Services, Prices, and Terms
Peer-it reserves the right to make changes to Services, including termination of the Service. Likewise, Peer-it can make changes in prices and terms. Changes are properly notified in advance. Significant changes will be notified no later than one month before the change takes effect. The customer is notified directly e.g. by SMS or email to the customer’s contact person. Other changes, including changes as a result of public decisions or other regulatory matters, can be implemented by notification at www.peer-it.com, Orgadmin, invoice, in newsletters, or similar, and with a shorter deadline than one month. Upon a change in or termination of a Service, Peer-it may choose, but is not obligated to offer the customer another Service. If the customer does not want the new Service, the contractual relationship is considered terminated. In the event of changes that the customer can prove to constitute a material breach, the customer may terminate affected parts of the customer’s contractual relationship with Peer-it with effect from the time the change enters into force.
In the event of continued payment or use of agreed Services after a change has entered into force, the customer is deemed to have accepted the change. Peer-it can make annual index adjustments of all prices without notifying the customer. Furthermore, Peer-it may implement price changes with shorter notice than one month and within the agreed lock-in period, if the changes are due to circumstances beyond Peer-its control, including changes in public fees, decisions, or price increases from subcontractors. Price changes as a result of indexation or conditions beyond Peer-its control do not give the customer the right to freely terminate any binding agreements. Peer-it is not responsible for any costs of adjustments or the like that the customer must make as a result of Peer-its changes.
8 Restrictions on use and changes in networks and Services
Peer-it has the right to implement measures that may lead to interruptions, disruptions, or changes in the Service, if it is deemed necessary for technical, safety, or operational reasons, or as a result of public decisions or other regulatory matters. Peer-it is not responsible for costs, losses, or inconveniences that the customer may incur as a result of such measures. Peer-it may be prevented from notifying the customer in cases as mentioned above.
9 The customer’s responsibility to avoid abuse
The Customer shall ensure that equipment/cards, codes, usernames, passwords, or other security mechanisms used for access to the Services are safeguarded securely and stored and used in such a way that unauthorized persons do not gain access to them. The Customer shall take all reasonable precautions to limit the risk that unauthorized persons may misuse or otherwise gain unauthorized access to the security mechanisms used to access the Service. In the event of knowledge of or suspicion that a security mechanism has been lost, or that an unauthorized person has unjustifiably acquired this, the customer is obliged to immediately report the matter to
Peer-it, as well as immediately make necessary changes to the aforementioned security mechanisms, to prevent misuse of the Service. Even if a Service is (temporarily) blocked, it may incur costs as long as the Service is not terminated.
10 The customer’s payment liability and liability in the event of theft, etc.
The Customer is responsible for the use and payment of the Service ordered and delivered following the agreement. The responsibility also includes others’ use of the Service, including the use of unauthorized persons, if it can not be demonstrated that such use is made possible through negligence on the part of Peer-its. If the customer or User has given access to his User or other equipment to another, the customer is responsible for his use. In the event of fraud or other unjustified acquisition of the customer’s codes and passwords used for access to the Service, the customer is responsible for any misuse until the theft/loss is reported to Peer-it, however a maximum of NOK 25,000 per User. If the customer has shown intent, gross negligence, or has failed to give notice without undue delay following the loss of codes, username, password, or other security mechanisms, the liability is unlimited.
After the message has reached Peer-it, the customer is only responsible for misuse of the customer or User has made the misuse possible through an intentional or grossly negligent act. In case of misuse of ID, the customer is not liable to Peer-it. By misuse of ID is meant that someone on a fraudulent basis has entered into an agreement with Peer-it in someone else’s name, such as. ID theft. Discharge of liability presupposes that the customer can within a reasonable time document that the matter has been reported to the police. In case of legitimate suspicion of fraud or fraud on the part of the customer, Peer-it will report the matter to the police.
11 Error messages, complaints, etc.
Faults or deficiencies in the Service that are due to matters that fall within Peer-its area of responsibility must be reported to Peer-it without undue delay. Before the customer reports a fault to Peer-it, the Customer must investigate whether the fault is due to the customer’s equipment. If the customer reports an error that lies outside the Peer-its area of responsibility, and the customer should have understood this, Peer-it may claim to cover the costs associated with Peer-its troubleshooting. The customer loses his right to claim an error or defect if the customer does not notify Peer-it within a reasonable time after the customer discovered or should have discovered it. Peer-it shall, as soon as possible after becoming aware of an error or defect in the Service, take measures to rectify this.
12 Peer-its liability – compensation
The Customer may claim compensation at standardized rates if Peer-it does not deliver the Service within the agreed deadline. The same applies if the customer is unable to use the Service due to errors or deficiencies in the Service.
In the event of a breach of the agreement, the affected party may claim compensation for documented financial loss within the following limits, and as long as the nature and extent of the loss is adequate and foreseeable following the usual principles for compensation in contractual relations:
a) Lossofprofit, indirect loss, consequential loss, and other consequential loss are not covered.
b) Peer-its liability only applies to direct losses due to negligence on the part of Peer-it.
c) Peer-its total liability is limited to NOK 50,000 for each
d) Any compensation amounts will be deducted from the compensation.
The limitations of liability do not apply if the party in question has shown gross negligence or intent.
Peer-it is not responsible for losses that can be traced back to circumstances or actions caused by the customer or third parties.
13.3 Force majeure
If the implementation of the agreement is completely or partially hindered, or significantly hampered by matters beyond the parties ‘control, the parties’ obligations are suspended to the extent that the relationship is relevant, and for as long as the relationship lasts. Such matters include, but are not limited to, strikes, lockouts, and any matters which under Norwegian law will be assessed as force majeure. However, each of the parties may terminate the agreement with one month’s notice if the case of force majeure makes it particularly burdensome for the person in question to maintain the agreement.
13.4 Customer data
Peer-it exercises no control over the content of the data that the customer sends or receives when using the Services, nor has any responsibility for them. Peer-it has no responsibility for loss, damage, or anything else in connection with the destruction of the customer’s data, interruptions, undelivered data, incorrectly delivered data, or the like unless the loss is caused by gross negligence or intent on the part of Peer-it.
14 Customer default
14.1 Closure in the event of default
In the event of non-payment, Peer-it will send notice following applicable law and charge the customer a reminder fee as well as default interest. If the customer has not paid within the specified payment deadline, Peer-it may block further use of the Services. Peer-it may also in such cases restrict the customer’s access to the Service. In the event of non-payment, any outstanding claim can be considered overdue.
14.2 Closure in other default cases
Peer-it may block the use of the Service if the customer
- has not provided necessary and correct customer information, cf. point 2,
- exposes Peer-its infrastructure or Services to damage or disruption,
- does not meet the requirements for the provision of security stipulated by Peer-it, cf. section 4,
- acts in violation of applicable law and other regulations, or
- otherwise grossly breaches the agreement, grossly abuses Services or grossly violates Peer-it, Peer-its representatives, or others.
When the conditions for closing a Service are met, Peer-it can close all Services when the customer has several customer relationships. Before Peer-it initiates closure pursuant to this provision, the customer shall, if possible, be notified in writing, given the opportunity to comment on the matter and correct the reason for the closure. The notification shall state the reason and set a deadline for rectifying the situation. If the relationship is not rectified within the deadline or it is repeated, the customer relationship is considered terminated.
14.3 Reopening fee
The customer will be charged the current price for reopening at any time when the condition that justified the closure has lapsed.
15.1 Customer termination
The customer can terminate the contractual relationship with one month’s written notice. The notice period is calculated from the first day of the following month after the notice.
The customer may, with immediate effect, terminate the agreement in the event of a material breach by Peer-it.
15.2 Peer-it´s termination
If there is a valid reason, Peer-it may terminate the agreement with one month’s written notice. The notice period is calculated from the first day of the following month after the notice. Peer-it may, with immediate effect, terminate the agreement in the event of a material breach by the customer. Before terminating the agreement, Peer-it shall, if possible, notify the customer in writing. The notification shall state the basis for termination and set a deadline for rectifying the situation.
16 Termination of agreements with obligation or binding time
Has the customer committed to e.g. a fixed agreement period or the purchase of a minimum volume in return for the customer being granted special prices, discounts, support benefits, or other benefits, and the customer terminates the agreement before fulfilling the customer’s obligations, Peer-it has the right to demand a refund of benefits already received. However, this does not apply if the customer’s termination occurs as a result of force majeure or by the termination of the agreement as a result of a material breach. The customer’s termination of a subscription to a Service may result in all additional services associated with or included in the relevant subscription being terminated without further notice.
17.1 Transfer from the customer
The customer may transfer the contractual relationship to others who satisfy Peer-it customer requirements unless otherwise provided by Norwegian law. The agreement with the previous customer is considered terminated upon payment of the final settlement. Upon transfer, a normal establishment price is charged. The customer must inform Peer-it in writing of any transfer. In this connection, the same information as mentioned in point 2 must be provided to Peer-it.
18 Choice of law and disputes
The agreement is subject to Norwegian law. Disputes between the customer and Peer-it shall be resolved amicably. If this is not possible, each of the parties can bring the dispute before the ordinary courts.