CLOUDXTRACT SIGN – TERMS & CONDITIONS

February 2019 

• PARTIES.

This agreement is between the Customer and CloudXtract Sign / CloudXtract AS.

Accepting this agreement will regulate the relations between the Customer and CloudXtract Sign for general product related conditions.

The commercial conditions between the customer and salesperson/distributor is regulated in the sales contract between these parties. Accepting this contract will include the conditions regulated in CloudXtract Signs Trading agreement and CloudXtract Data Processing Agreement.

• AGREEMENT AND SCOPE 

This Agreement regulate the services of CloudXtract Sign to the Customer unless it is expressively agreed deviations or modification regulated by another written agreement. The other agreements intention must be clear that the intention is to separate intentions from this agreement.

CloudXtract Sign will provide the agreed services to the Customer.

3.0 THE SERVICE

The services agreed upon will: 

1. Deliver digital signing and validation of documents by means of electronic ID. 
2. Secure sharing of documents up to 2TB with one-time SMS code verification.
3. Provide The Customer with access to download CloudXtract Sign APP and will then be operated directly from customers workstation.
   Offer the services as Software as a Service (“SaaS”).  The Customer will through the Internet and/or API calls connect to CloudXtract Sign’s server or a server at one of CloudXtract Sign’s collaboration partners and get access to the Service.
4. Include services for the Customer to deliver the Documents in standard PDF format. The documents returned by CloudXtract Sign after all parties have signed them will be in the format PAdES-PDF. The returned files contain all signature certificates, are locked for editing and are, at the time of return to the Customer and Third Party, activated for long-term storage (LTV).

4.0 TERMS OF THE AGREEMENT

4.1 Effectuation of agreement.

The Agreement takes effect when the order is effected and is signed by the Parties through this distributors site.

4.2 Commitment period.

From the assignment of the Agreement, there is a 12-month commitment period for both parties.

4.3 Termination of the Agreement.

Either Party may terminate the Agreement at a written notice of 3 months to expire at the end of the period of commitment. If the Agreement is not terminated at the latest 3 months before the expiry of the period of commitment, this gives rise to a new period of commitment of 12 months. 

4.4 Data possession after expiry of Agreement.

After expiry of the Agreement, CloudXtract Sign undertakes to keep all the Customer’s Data of which CloudXtract Sign is in possession for a period of 90 days. 

4.5 Customers right to own data.

At any time during the contract period the Customer has the right to supply the Customer’s Data or delete the Customer’s Data in full or in part from its account with CloudXtract Sign. The Customer’s Data is supplied in the formats that are used in the system(s) of CloudXtract Sign or its sub-suppliers and thus no processing/conversion of data is performed, unless otherwise expressly agreed between the Customer and CloudXtract Sign.

4.6 Supply of Customer’s data.

Supply of the Customer’s Data in a processed or converted form may be agreed separately against payment. 

5. PRICE AND PAYMENT TERMS

5.1 Prices.

The cost for the services will refer to the at all time valid pricelist published by the distributor of CloudXtract Sign.

5.2 Price changes.

CloudXtract Sign may give notice of price changes with 3 months’ notice in the case of the introduction of new or increased taxes and duties or amendments to the service provider agreement between CloudXtract Sign and providers of electronic ID systems.

5.3 Conditions of payment.

The payment will be fulfilled according to the conditions of the Distributor.

5.4 Payment  

All services from CloudXtract Sign will be charged from the distributor when ordering the product/service and according to agreed payments for subscriptions/licenses and transactions 

6. OPERATIONS AND SUPPORT

6.1 Operations Security

CloudXtract Sign secures stable operation but is not liable for irregularities in operations caused by factors that are outside CloudXtract Sign’s control. CloudXtract Sign will restore normal operations as soon as possible.

6.2 Service Accessibility.

CloudXtract Sign will ensure Service accessibility levels as: accessibility to the Service during the term of the Agreement as stated below:

6.2.1 Uptime

Uptime of 99,9%;

In the calculation of uptime, downtime of which notice has lawfully been given in pursuance of the Agreement or which has otherwise expressly been accepted by the Customer is not included

6.3 Document storage.

All documents are stored in encrypted form and all communication to and from CloudXtract Sign’s server(s) is encrypted and firewalls have been established to secure the Software. However, CloudXtract Sign cannot provide any guarantee against hacker attacks which cause system failure and/or loss of data.

7. STORAGE AND BACKUP

 7.1 Customer Data and Back-up.

The Customer’s Data and back-up media are placed with CloudXtract Sign’s sub-supplier (Amazon Web Services, Inc. (“AWS”)). All Data is stored within the EU in EU (Dublin) Region and EU (Frankfurt) Region, respectively.

7.2 Backup.

CloudXtract Sign uses two backup strategies for separate data classes:

1. The Customer’s data is stored at several separate physical locations. The Customer’s documents are versioned in order to being able to roll back changes. Deletion of documents including versioning can be made only by at least two persons jointly.
2. CloudXtract Sign makes incremental backup of Systems data on a daily basis. Backups are kept for at least 14 days. All data in CloudXtract Sign’s production environment is stored at at least two separate physical locations.

 

7.3 Document storage.

All the Customer’s documents are stored in the Service for 5 years from the time of creation unless the Agreement is terminated in the meantime. CloudXtract Sign guarantees only the protection of the evidential value of the documents for the period during which they are stored in the Service. The Customer’s documents are kept for more than the 5-year period only if a separate agreement has been concluded between the Customer and CloudXtract Sign on such storage.

 

7.6 Loss or damage of data.

If a system failure - irrespective of the cause - results in loss of or damage to the Customer’s data, CloudXtract Sign will after the failure/damage has been ascertained either on its own initiative or after having been contacted by the Customer start restoration of the Customer’s Data from the relevant backup location(s). During this period, the Customer’s data may be inaccessible for a maximum of 24 hours.

8. MAINTENANCE

 

8.1 Service updates.

In order to provide the best possible service it is necessary periodically to extend/renew technical equipment and to make software updates etc. Therefore, CloudXtract Sign carries out maintenance and updating of the Service from time to time.

8.2 Notice of maintenance.

The Customer is given notice of maintenance and/or updating via the Distributor’s website.

8.3 New versions.

CloudXtract Sign will be offered in different versions. CloudXtract Sign will ensure that the new versions does not affect previous versions.

CloudXtract Sign cannot guarantee that new versions of APIs do not require new development at the Customer. Where CloudXtract Sign no longer supports an API version, CloudXtract Sign must give notice of this at least 6 months before the API version in question is taken out of service.

8.4 Access during maintenance.

In connection with maintenance, it may be necessary to suspend access to the Service. Such suspensions will mainly be placed in the period from 21:00 – 06:00 CET. If it becomes necessary to suspend access to the Service outside the period mentioned, notice will be given of this in advance unless technical or security reasons make it necessary to change the system with immediate effect.

9. FAULT REPORTING

9.1 Reporting without delay.

If the Custumer detects defects, failure or irregularities, the Customer must advise CloudXtract without delay through a fault report.

9.2 Report content.

The fault reporting must describe the defect in writing so that CloudXtract Sign receives the necessary information to locate the defect immediately. This report should include type of defects, failures or irregularities, how it occurs and possible effects.

10. SUPPORT

10.1. Support level.

Support will be executed according to the Distributor agreement. 

Support through CloudXtract will include FAQ and chat at www.cloudxtract.com .

Special support inquiries or individual system adaptations are invoiced separately. This applies to both support by telephone and written support.

11. LIABILITY AND LIMITATION OF LIABILITY

11.1 Liability.

Each Party is liable for damages in accordance with the general rules of Norwegian law with the limitations set out below, always provided that the limitations apply only if the loss is not attributable to gross negligence or wilful intent on the part of the Party committing the tort. 

11.2. Indirect loss.

CloudXtract Sign disclaims liability for any indirect loss or consequential loss including, but not limited to, business interruption, loss of profits, loss of the Customer’s Data and goodwill with the Customer.

 

11.3. Claims apart from product liability.

Apart from product liability (cf. sub-clause 11.4), the total amount of damages that the Customer can claim from CloudXtract Sign in accordance with the Agreement is limited to the smaller of the following:

- the total payment that CloudXtract Sign has received from the Customer in accordance with this Agreement at the time of the claim, or

- NOK 25.000 per year.

 

11.4 Product liability.

CloudXtract Sign is liable for product liability in accordance with the general rules of damages of Norwegian law. However, CloudXtract Sign’s liability for damages in each case is limited to the amount which is paid out in accordance with CloudXtract Sign’s product liability insurance in force at any time.

 

11.5 Insurance.

CloudXtract Sign is obliged to maintain the customary and sound insurance level, including as a minimum product liability insurance and general liability insurance to cover CloudXtract Sign’s liability in accordance with the Agreement.

 

 

12. OWNERSHIP OF DATA

 

12.1. Customer ownership.

The Customer retains ownership of the Customer’s Data and the results of the processing of the Data.

 

12.2. Claim against data

CloudXtract Sign cannot exercise a lien on the Customer’s Data.

 

 

13. PROCESSING OF THIRD-PARTY DATA

 

13.1 Customer profile and account.

For use of the Service, the Customer creates a profile including an account with the Distributor for CloudXtract Sign and thereafter the Customer uploads documents and other data, including personal data, to its account with CloudXtract Sign for use for signing the Customer’s documents (hereinafter collectively referred to as the “Customer’s Data”).

 

13.2 Third part data.

The third parties who are to sign the Customer’s documents (hereinafter “Third Party”) create an independent profile including an account with CloudXtract Sign. The third party uploads its data, including personal data, to its account with CloudXtract Sign in connection with signing of the Customer’s document(s) (hereinafter collectively referred to as the “Third Party Data”).

 

13.3 Independent access to account.

The Customer and all Third Parties receive a copy of the signed documents and the documents are stored and kept by CloudXtract Sign. Both the Customer and all Third Parties have via their respective accounts with CloudXtract Sign independent access to the signed documents at CloudXtract Sign.

 

13.4. Data processing regulation.

In the relation between the Customer and CloudXtract Sign, CloudXtract Sign is data processor and the Customer is data controller. CloudXtract Sign and the Customer have concluded the data processing agreement a separate “Data Processing Agreement” that regulates CloudXtract Sign’s processing of the Data of the Customer that is personal data.

 

 

14. FORCE MAJEURE

 

14.1 Liability.

If CloudXtract Sign cannot provide its services in accordance with the Agreement as a result of force majeure, CloudXtract Sign cannot be held liable for losses on account of that and the Customer cannot terminate the Agreement with immediate effect; cf. sub-clause 14.3, however.

 

14.2 Information.

CloudXtract Sign must inform the Customer without undue delay if a force majeure situation arises. Force majeure is a matter on which CloudXtract Sign has no influence and which CloudXtract Sign cannot bypass with reasonable financial and practical measures. Force majeure is for example war, mobilisation, terrorist attack, failure/breakdown of public electricity supply, strike, fire, flood etc.

 

14.3 Termination.

If the accessibility to the Service is essentially impossible due to force majeure and this lasts for more than 30 days, either Party may terminate the Agreement in writing with immediate effect but cannot in that connection advance any claims against the other Party.

 

 

15. INTELLECTUAL PROPERTY RIGHTS

 

15.1 Limited, non-exclusive user rights.

The Customer has been advised that the Service is protected by copyright and the Customer acquires only a non-exclusive conditional right to use the Service. The right of use is conditional upon the Customer’s payment and observance of the Agreement and it has been expressly pointed out to the Customer that the right of use is limited in time so that it will automatically lapse on termination of the Agreement irrespective of the cause of termination. The right of use is non-transferable.

 

15.2 Customers users.

The Customer is entitled to use the Service only for the Customer’s own enterprise.

 

15.3 Customers responsibility.

The Customer agrees that it will respect the copyrights. The Customer is liable for the Customer’s employees’ and external advisors’ observance of the rights to the Service when it is used and the Customer is obliged to ensure that it is expressly pointed out to the Customer’s employees and external advisers that the Service is protected by copyright and may be used only in accordance with the terms of the Agreement.

 

 

16. CONFIDENTIALITY AND DUTY OF CONFIDENTIALITY

 

16.1 Non-disclosure agreement.

During the term of the Agreement and after termination of the Agreement, the Parties undertake not to disclose to any unauthorised person any information received from and about the other Party of which a Party learns in connection with the Agreement and provision of the Service to the Customer. The Parties may use such information only in accordance with the Agreement and must not disclose the information unless disclosure is required in accordance with legislation, a court order or an order from a public authority. The above does not apply to information that is generally known or publicly available and which is not according to Legislation subject to such limitations.

 

 

17. MARKETING AND COMMUNICATION BETWEEN THE PARTIES

 

17.1 Customer reference.

CloudXtract Sign is entitled to use the Customer as a reference, unless the Customer has expressly and in writing objected to this.

 

17.2 Marketing information.

When signing the Agreement, the Customer gives CloudXtract Sign the right to send service announcements and information which may contain newsletters and other marketing and information concerning the Service and CloudXtract Sign’s other products and services at any given time by e-mail.

 

17.3 Unsubscribe information.

The Customer may at any time unsubscribe newsletters and other marketing.

 

17.4 Operational information.

E-mails that contain operational information are mandatory as they may be of importance for the Customer’s use of the Service.

 

17.5 E-mail responsibility.

An e-mail has arrived when it has been received in the recipient’s e-mail system and when under normal circumstances it will be accessible to the recipient. The fact that an e-mail is specifically not accessible owing to problems in the recipient’s e-mail system is thus the risk of the recipient. It is the responsibility of the Parties to give information about changes to the above contact information.

 

 

 

18. BREACH OF CONTRACT

 

18.1 Material breach.

In the event of material breach of the Agreement by one of the Parties, the non-breaching Party may terminate the Agreement forthwith if the matter has not been remedied within 30 working days from the written notice has been given to the Party committing the breach.

 

18.2 Termination causes.

In the event of bankruptcy, reconstruction, restructuring, liquidation, compulsory dissolution, acceptance of a composition, a contractual arrangement with creditors or the like, the other Party is entitled to terminate the Agreement with immediate effect.

 

18.3 Non-payment.

If the Customer does not pay for the Service in accordance with clause 4 of the Agreement, CloudXtract Sign is entitled to disable access to the Service at a prior notice of 20 days. The Customer’s access is re-established only when amounts due have been received by CloudXtract Sign.

 

18.4 Customer breach.

If CloudXtract Sign terminates the Agreement as a result of the Customer’s breach, including default on payment, CloudXtract Sign is entitled to keep the prepayment already made. If the Customer terminates the Agreement as a result of CloudXtract Sign’s breach the termination will be valid only for the future, and the Customer can only claim payment refunded as from the month in which the breach occurred.

 

 

19. DISPUTES

 

19.1 Law settlement.

The Parties agree that the Agreement has been concluded in accordance with Norwegian law and that any dispute between the Parties must be settled in accordance with Norwegian law.

 

19.2 Entitled court.

The Parties shall endeavour to settle disputes amicably through negotiation. If a dispute cannot be settled amicably, both Parties are entitled to bring the matter before the Drammen City Court in the first instance.

 

 

20. OTHER PROVISIONS

 

20.1 Handling declared deviations.

If a provision in the Agreement is declared illegal, invalid or unenforceable, the provision must in spite of this be enforced to the greatest extent possible in accordance with current legislation so that the Parties’ original intention reflected. Such a provision does not affect the lawfulness or validity of other provisions.

 

20.2   Extended provision.

Any provision in the agreement which according to its nature extends beyond the time when the Agreement ends in full or in part shall continue to apply and be binding on the Parties.

 

 

21. CONFIRMATION AND SIGNATURE

 

21.1 Signature

The Agreement and are hereby confirmed by the Parties by signing up the agreement with the Distributor/sa of CloudXtract Sign. The signers of the Agreement declare that they are authorised signatories in pursuance of the respective signing powers and rules on the right to make transactions.

 

The Data Processing Agreement will be signed separately as a part of the purchasing process with the distributor.