ETAIN AS

General Terms of Service

Effective date: 1 October 2022

1 GENERAL

Etain AS is a Norwegian limited liability company with Reg. No. 920 998 704 (hereinafter “Etain”).

Etain provides a variety of software solutions for collaboration, productivity, and automation of working processes provided as Software-as-a-Service (collectively the “SaaS”), made available on several different platforms.

These general terms and conditions (the “General Terms”) apply to all purchases of SaaS from Etain.

An order form (“Order Form”) confirming the scope and relevant commercial terms for the SaaS shall be made for each purchase of a SaaS. Upon acceptance of an Order Form, a binding agreement between Etain and the physical or legal person to which the Order Form is submitted (the “Customer”) shall be deemed entered into. By accepting the Order Form, the Customer accepts that delivery of the SaaS is governed by these General Terms. Accordingly, these General Terms shall be considered an integral part of the agreement governing Etain’s delivery of the SaaS to the Customer.

Etain and the Customer are hereafter collectively referred to as the “Parties”.

Whenever date and time is relevant for interpreting these General Terms, UTC time shall be deemed the agreed time zone.

In the event of a conflict between these General Terms and the Order Form or any other documents in agreed form specifying the scope of the SaaS and the terms thereof, such other agreement documents shall take precedence over these General Terms unless otherwise is specified. If relevant, Etain’s standard data processing agreement shall also take precedence over these General Terms.

Etain also offers consultancy services. Such services are governed by Etain’s standard terms and conditions for consultancy services (the “Consultancy Terms”). These General Terms shall apply unless otherwise explicitly defined for an Order Form or part of an Order Form.

2 ABOUT THE SAAS

2.1 LIMITED LICENCE

Together with its licensors, Etain owns and retains ownership of all rights of whatever nature in and to the SaaS.

The Customer is granted license to use the SaaS only for the Customer’s own internal business purposes, and otherwise in accordance with the Order Form.

The Customer may only make the SaaS available for use by the Customer’s employees, hired consultants, customers, and other relevant stakeholders in accordance with these General Terms and the implied users of the SaaS.

The SaaS shall not be made available by the Customer to third parties in a way that would make the Customer a de facto reseller of the SaaS as such. Hereunder, the Customer may not resell, sublicense, distribute, store, copy, modify, decompile or disassemble, reverse engineer, translate or transfer the SaaS on a stand-alone basis, in whole or in part.

Exercising legal rights that cannot be limited by agreement is not precluded.

Notwithstanding the above, this clause 2.1 of the General Terms does not preclude the Customer from using the SaaS to benefit its clients and customers in the ordinary course of the Customer’s business.

2.2 DELIVERY AND QUALITY OF THE SAAS

The SaaS is delivered and made available by Etain to the Customer by providing online access to it.

Etain shall make commercially reasonable efforts to ensure that the service level is equivalent to the description in Etain’s Service Level Policy (the “Service Level Policy”). Etain makes no warranties, express or implied, as regards the SaaS except as agreed directly with the Customer and as set out in these General Terms.

In considering the quality of the SaaS, it shall be taken into account that, unless otherwise expressly stated, and to the fullest extent permissible under applicable laws, Etain does not warrant or include any other term that the SaaS will be delivered free of any inaccuracies, interruptions, delays, omissions or errors.

When entering the agreement with each other, neither Party has relied upon any statement or warranty of the other Party except for those expressly contained herein, the Service Level Policy, relevant Order Forms or other documents describing the relationship between the Parties.

2.3 DOCUMENTATION

The Customer will, as part of the SaaS, be given electronic access to such standard documentation Etain usually, in its own discretion, includes on sale of the SaaS.

Etain may refuse, or charge for, requests for further documentation, under the Consultancy Terms.

2.4 ACCESS CONTROL

Where relevant, all access control to the SaaS is based on user’s own passwords and login credentials. Etain shall have no liability for users’ own protection (or lack of protection) of passwords and other relevant access control information.

2.5 UNAUTHORIZED TECHNOLOGY

Unless previously authorized by Etain, the Customer must not run or install any computer software or hardware on or in relation to the SaaS, or use any technology not approved by Etain to automatically download, mine, scrape, index or otherwise process information stored by Etain as part of the SaaS.

Neither of the Parties shall knowingly introduce any malicious software or technologies into any products, services or networks of the other Party.

2.6 USAGE INFORMATION

Etain may collect information related to use of the SaaS. Etain may use this information to:

(i)   test, develop and improve the SaaS;
(ii)  create derivative works based on such information; and
(iii) to protect and enforce Etain’s rights under these General Terms, and Etain may pass this information to Etain’s third party providers for the same purposes.

2.7 SERVICE UPDATES AND RELEASES

Etain will continuously release updates of the SaaS, which will be made available for the Customer. Etain will only support the latest version of the SaaS, and previous versions of the SaaS will not be supported.

Etain will also continuously seek to introduce add-ons to its service offering (i.e. by introduction of new functionality and new service offerings). Increased license fees or other fees may apply for access to such add-ons. Etain will in its sole discretion decide whether a change in the SaaS shall be deemed an update to be included in the SaaS, or an add-on which may be made available for added fees.

Etain may in its sole discretion replace a SaaS or render a SaaS obsolete with the effect that Etain will no longer update or support the obsolete SaaS. Etain will notify the Customer at least six months in advance before replacing a SaaS with a new service or product, or before rendering a SaaS obsolete.

2.8 THIRD PARTY PROVIDERS

The SaaS may include deliverables (such as software and data) from third parties. Some third-party providers require Etain to pass additional terms through to the Customer. The third-party providers change their terms occasionally and new third party providers are added from time to time.

To the extent that third-party deliverables are included in the SaaS, a copy of the terms for the Customer's access to and use of third-party deliverables will be made available to the Customer upon request. The third-party supplier terms shall be binding on the Customer for the part of the SaaS being third-party deliverables without the need for further actions than the Customer’s accept of the Order Form.

Etain shall have no liability to the Customer for any errors in third-party deliverables. This entails that the Customer may not invoke any non-fulfilment of agreed quality requirements upon Etain if this is due to an error in third-party deliverables. This also applies to the loss or destruction of data.

In the case of errors in third-party deliverables, Etain will report the error to the third party and keep the Customer informed about the status of the error rectification.

2.9 THIRD PARTY SUPPLEMENTAL SOFTWARE

The Customer may be required to license third party software to operate parts of the SaaS. Additional terms may apply to such third-party software, and such terms shall not affect the relationship between the Customer and Etain.

2.10 IMPLEMENTATION, ADJUSTMENTS AND DEVELOPMENT

Etain may perform activities in relation to development, implementation or adjustments of new and existing SaaS provided by Etain. Such activities may span from training and demoing of existing solutions, to Customer specific adjustments and full developments of new SaaS applications and systems.

In the event such activities are included in the SaaS, the specific commercial terms for such activities will be stated in the Order Form.

Delivery of such implementation, adjustment and development services shall be made in accordance with good industry practice, however such that Etain shall have no responsibility for any specific results from the activities performed. The ownership of the results from implementation, adjustment and development activities are governed by clause 12.2 in these General Terms.

2.11 PILOT PROJECTS ETC.

Etain may offer the Customer a low cost, low risk, low effort test of the SaaS in pilot projects or similar.

The terms of the test project shall be described in a separate Order Form, e-mail or similar confirming Etain’s delivery of the SaaS for the specific project in question, sometimes in combination of support for a specific matter or similar.

Accepting a test project or similar shall grant the Customer access to the SaaS for one specific project only, and for no other use.

Upon completion of the test project, the agreement between Etain and the Customer shall be deemed automatically terminated without the need for further notices or actions from any of the Parties, with such effects set out in clause 8.3.

2.12 DISCLAIMER

The Customer shall have the sole responsibility for the preparation, content, accuracy and review of any documents, data, or output prepared or resulting from the use of the SaaS and for any decisions made or actions taken based on the data made available in or generated by the SaaS.

2.13 NO ADVICE

Etain is not providing financial, tax, accounting, legal, compliance or any other advice by allowing access to the SaaS.

Decisions made in reliance on the SaaS, shall be at the full and sole risk of the Customer, and in no event at the risk of Etain.

Etain shall in no event have any liability or responsibility for any damages resulting from any decisions made by the Customer or anyone accessing the SaaS through the Customer, made in reliance on the SaaS.

3 CUSTOMER’S OBLIGATIONS

The Customer is responsible for, will take all necessary steps to ensure, and shall have the sole and full responsibility for:

(i)   ensuring proper use of the SaaS in accordance with all usage instructions and operating specifications;
(ii)  ensuring adherence to the minimum recommended technical requirements for using the SaaS;
(iii) changes the Customer makes to the SaaS; and
(iv)  the combination of SaaS or other parts of Etain’s property with any other products, services, data or other property.

4 CONSIDERATION

4.1 CONSIDERATION

The consideration for the SaaS shall be defined in the Order Form.

Unless otherwise specified, all prices are stated excluding value added tax, customs duties etc.

Unless otherwise specified, all prices are stated in Norwegian kroner.

Etain reserves the right to conduct audits of the Customer’s use of the SaaS, in order to verify that the use is in accordance with the agreed consideration.

4.2 TERMS OF PAYMENT

The Customer may pay for the SaaS on monthly or yearly basis. Unless otherwise specified, invoices will be sent on a monthly basis.

Etain will invoice for the coming period in advance, with 14 days payment notice. Invoices sent on monthly basis will be sent on the first day of each month for provision of the SaaS in the coming month (invoice sent on 1 December for SaaS delivered in January the next year). Invoices sent on a yearly basis will be sent on a rolling basis as defined in the Order Form.

When the Customer has made necessary arrangements, Etain may submit invoices, credit advice and reminders in accordance with the Electronic Data Interchange (EDI) format as agreed with the Customer.

4.3 PAYMENTS FOR EXCESS USE

The Customer shall pay additional charges if the Customer’s use exceeds the scope of use specified in the Order Form based on Etain’s applicable standard pricing.

Etain may change the consideration applicable for the SaaS if the Customer merges with, acquires or is acquired by another entity which results in additional access to or usage of the SaaS.

4.4 LATE PAYMENT INTEREST

If the Customer does not pay at the agreed time, Etain may claim interest on the amount which is past due for payment, in accordance with Act no. 100 of 17 December 1976 concerning interest on late payments, etc. (the Norwegian Late Payment Interest Act).

4.5 PAYMENT DEFAULT

If overdue, undisputed consideration, with the addition of interest on late payment, has not been paid within thirty (30) calendar days of the due date, Etain may give the Customer written notice that the agreement will be terminated. Etain may terminate the agreement without further notice if settlement has not been made within thirty (30) calendar days after such notice.

Termination pursuant to this clause 4.5 may not take place if the Customer settles the overdue consideration, with the addition of late payment interest, prior to the expiry of the deadline.

The effects of termination pursuant to this clause 4.5 shall be the same as set out in clause 8.3.

4.6 PRICE ADJUSTMENTS

The price for the SaaS may be adjusted by Etain at any time without cause. The Customer will be notified about such adjustments at least three (3) months before the price adjustment comes into effect.

5 DEFECTS IN THE SAAS

5.1 NOTICE OF DEFECT

The Customer shall, without undue delay, notify Etain if the Customer discovers or becomes aware of circumstances which may constitute a breach of Etain’s obligations towards the Customer. Specifically, the Customer shall complain as soon as the Customer becomes or should have become aware of circumstances which could lead to liability for Etain pursuant to these General Terms.

5.2 THIRD-PARTY DELIVERABLES

If there is a defect in a part of the SaaS that is built on a third-party deliverable, and the defect cannot with reasonable efforts be corrected by Etain by adapting the SaaS on its own end, Etain shall ensure that the defect is passed on to the relevant third-party provider. No other sanctions are available for such defects.

5.3 ETAIN’S OWN SOLUTIONS

Etain shall make reasonable efforts to rectify defects in Etain's own developed solutions within reasonable time, and in accordance with the Service Level Policy.

5.4 DEFECTS CAUSED BY THE CUSTOMER

Etain shall have no responsibility or liability for lack of performance of the SaaS due to the Customer’s own use, third-party software, hardware malfunction, or other actions or inaction made by other parties than Etain. If Etain learns that a SaaS default was caused by such reasons not being caused by Etain or Etain’s sub-suppliers, Etain may charge the Customer a reasonable fee for the work in investigating the default.

At the Customer’s request Etain may assist in resolving such defaults at a fee to be agreed upon. Such services shall be delivered subject to Etain’s Consultancy Terms.

5.5 MATERIAL DEFECTS

If there is a defect that leads to the SaaS being completely unavailable to the Customer for a period exceeding 5 consecutive working days after it was first notified to Etain, the Customer may terminate the agreement with Etain with immediate effect. The Customer can then demand a refund of what has been paid for the period after the time when the defect was first notified to Etain.

5.6 NO OTHER REMEDIES

No other remedies for defaults may be made against Etain than those explicitly mentioned in this clause 5.6.

6 LIMITATION OF LIABILITY

6.1 LIMITATION

If the Customer should be entitled to damages or other form of compensation from Etain despite the regulations in clause 5, Etain shall in no case be liable for the Customer's loss of data and/or other form of information.

Furthermore, the Parties shall solely be liable for actually incurred direct financial loss due to negligence or intent on its own part. Neither Party are under any circumstances liable for indirect or consequential losses, including operating losses, loss of profit, loss of goodwill, etc.

Each Party’s total liability for the other Party’s potential financial loss shall in any case never exceed the total amount payable by the Customer to Etain for the SaaS during the past 12 months before the damage occurred.

6.2 EMPLOYEES, CONSULTANTS AND DIRECTORS

To the fullest extent permissible by law, no employee, hired consultant, director, officer or other physical person working for a Party shall be held liable for damages or other financial loss caused by delivery of the SaaS.

To the extent such persons are liable regardless of this, the limitations of liability applicable for the Parties as set out herein shall apply accordingly for such persons.

6.3 UNLIMITED LIABILITY

The limitation of liability in clause 6.1 does not limit either Party’s liability for:

(i)   fraud, fraudulent misrepresentation, willful misconduct, or conduct that demonstrates reckless disregard for the rights of others;
(ii)  death or personal injury occurring as a direct consequence of negligence by the other Party; or
(iii) infringement of the other Party’s or a third party’s intellectual property rights.

Clause 6.1 shall not in any event limit the Customer’s obligation to pay fees for access to the SaaS or other products and services provided by Etain.

7 FORCE MAJEURE

If an extraordinary situation should arise which makes it unreasonably burdensome for a Party to fulfill its obligations herein, and which under Norwegian law must be classified as a force majeure event, the other Party must be notified of this as soon as possible. The obligations of the affected Party shall be suspended for as long as the extraordinary situation prevails. The corresponding obligations of the other Party shall be suspended for the same period.

In force majeure situations, the other Party may only terminate the Agreement with the consent of the affected Party, or if the situation prevails or is expected to prevail for more than ninety (90) calendar days as of the date on which the situation arose, and in such case only with fifteen (15) calendar days’ notice. Each of the Parties will cover their own costs associated with ending the contractual relationship in a force majeure event. The Customer will pay the agreed price for the part of the SaaS that was contractually delivered before the expiry of the agreement. The Parties may not present other claims against each other due to the expiry of the agreement in accordance with this provision.

In connection with force majeure situations, the Parties have a mutual disclosure obligation towards each other regarding all matters that must be deemed to be relevant to the other Party. This information must be provided as soon as reasonably possible.

8 TERM AND TERMINATION

8.1 TERM

The agreement regarding the Customer’s purchase and Etain’s delivery of the SaaS is effective as from the day the agreement is entered into, at the latest on the day when the SaaS is made available to the Customer.

The agreement shall be in force and effect until it is terminated.

8.2 TERMINATION

Each Party may terminate the agreement in whole or in part (e.g. by terminating parts of the SaaS only) at any time without cause by written notice to the other Party. Termination notifications to Etain may be sent to support@etain.no.

Termination initiated by Etain will have effect at the latest of (a) six (6) months after the termination was notified, and (b) at the end of the period being pre-paid by the Customer (if relevant).

Termination initiated by the Customer will have effect at the latest of (a) after the end of the month coming after the month when termination was notified (i.e. if a termination notice is received in February, the termination will have effect as from 1 April), (b) a set date defined by the Customer in the termination notice, and (c) at the end of the period that has already been pre-paid by the Customer at the time of the termination notice.

No pre-paid amounts will be re-paid in the event of a termination. If the termination period expires after a pre-paid period, Etain shall be entitled to standard monthly fees for the period after the end of the pre-paid period and until the end of the termination period. The Customer acknowledges that such monthly fees will not reflect any discount agreed due to the Customer’s pre-payment of the SaaS on a yearly basis (if relevant).

The SaaS will remain in full force and effect during the termination period.

8.3 EFFECTS OF TERMINATION

After the termination period, the Customer will no longer have any right to access the SaaS being subject to termination.

Upon Etain’s request, the Customer shall confirm completion and permanent removal and deletion of all Etain’s property provided in connection with the SaaS, including without limitation materials provided by Etain, HighQ solution templates and copies of such, copies of software code, designs, prototypes, figures, process descriptions etc.

To the extent Etain stores Customer Data on behalf of the Customer, the Customer must itself download and make copies of the Customer Data that the Customer wish to maintain before the end of the termination period.

Termination of the agreement with Etain will not affect Customer Data stored on locations controlled by the Customer.

Etain may assist with transferring data to the Customer as consultancy services subject to a separate Order Form governed by the Consultancy Terms.

Termination shall not affect the Customer’s obligation to pay incurred and ongoing fees for the SaaS during the termination period.

Notwithstanding anything to the contrary herein, clauses 6 (Limitation of liability), 7 (Force majeure), 8 (Term and termination), 9 (Customer data), 10 (personal information), 12 (Intellectual property rights), 13 (Confidentiality), 14 (Marketing), and 18 (Dispute resolution) shall survive the termination of these General Terms, regardless of cause.

9 CUSTOMER DATA

9.1 LIMITED LICENSE

To be able to provide the SaaS, Etain may require access to information received by, or otherwise processed by, Etain about the Customer or the Customer's relationships, including personal information and other data and information uploaded in, or generated in or by, the solutions made available as part of the SaaS (the “Customer Data”).

The Customer Data shall, in the relationship between Etain and the Customer, be considered the Customer’s property. Etain shall only have rights to access and use Customer Data to the extent that it follows from these General Terms or as otherwise agreed.

By accepting these General Terms the Customer grants Etain permission to use to the Customer Data to the extent necessary for Etain to provide the SaaS.

9.2 CONFIDENTIALITY OF CUSTOMER DATA

Etain shall keep Customer Data strictly confidential. Employees, consultants, subcontractors and others who deal with the Customer Data shall only do so to the extent necessary for Etain to be able to deliver the Products with the required functionality, and all such persons shall have undertaken strict confidentiality obligations taking the confidential and sensitive nature of the Customer Data into account.

9.3 ETAIN'S RESPONSIBILITY FOR CUSTOMER DATA

Etain will take reasonable precautions with a view to preventing Customer Data from being lost or going astray in accordance with the Service Level Policy, taking into account the confidential nature of Customer Data.

Assistance with data lost due to circumstances outside Etain’s control shall be deemed a consultancy service to be delivered pursuant to a separate Order Form governed by the Consultancy Terms.

Etain shall have no other responsibilities for Customer Data beyond what is stated in this clause 9.3 and otherwise as required by mandatory law.

9.4 DELETION OF CUSTOMER DATA

Upon request from the Customer, and in any event after termination of the agreement, Etain shall permanently delete all Customer Data stored by Etain. The obligation to delete Customer Data does not apply to information that has been routinely backed up or that is necessary for Etain to be able to comply with its own obligations, provided that all such information is kept strictly confidential and not used directly without the Customer's consent in Etain's business beyond what is necessary for Etain’s fulfillment of its own rights and obligations.

Etain may also delete or disable Customer Data if required under applicable laws, and in such instances, Etain will use reasonable efforts to provide notice. If the Customer’s content is lost or damaged, Etain will make reasonable efforts to assist in restoring the content to the SaaS from any available backup copy.

9.5 SUBCONTRACTORS’ USE OF CUSTOMER DATA

Etain may use subcontractors for certain parts of the SaaS (such as software from Thomson Reuters, Microsoft etc.). Such suppliers will only be given access to Customer Data to the extent necessary to ensure delivery of the SaaS in accordance with the Order Form and these General Terms.

By accepting these General Terms, the Customer accepts that Etain uses any subcontractors as applicable to the relevant SaaS provided, even if such subcontractors are not specifically stated in these General Terms or other agreement documents.

The Customer can always request an overview of which subcontractors are used, and the Customer can at any time demand that subcontractors are no longer used for specific SaaS. If removal of a subcontractor has consequences for the SaaS and the Customer insists on removing the subcontractor, Etain may decide to terminate the delivery of the SaaS.

9.6 OTHER USE OF CUSTOMER DATA

Upon Customer’s prior consent, Etain may use Customer Data to train algorithms and software, for recognizing patterns in text, images and content in other forms. When training algorithms and software, Customer Data shall, to the extent technically possible, be anonymized, and in all cases kept strictly confidential. When training algorithms and software reasonable and proportionate measures shall be implemented to avoid the possibility of re-constructing Customer Data (in whole or in parts) from the results from algorithm trainings.

10 PERSONAL INFORMATION

Etain will process all personal data in accordance with the GDPR as implemented in the Norwegian Personal Data Act (Nw: Personopplysningsloven). The Customer has the sole responsibility for ensuring that the personal data transferred to Etain is obtained and maintained by the Customer in accordance with the applicable privacy law regulations.

If a SaaS requires Etain to act as a data processor in accordance with the relevant privacy regulations, Etain’s standard data processor agreement available at www.etain.no shall apply.

11 INFORMATION SECURITY

The Parties agree to comply with the standard information security requirements, and procedures described on the Service Level Policy, which may be updated by Etain from time to time without notice.

12 INTELLECTUAL PROPERTY RIGHTS

12.1 RIGHTS TO THE SAAS

For the term of the agreement the Customer receives the right to use the SaaS as set out in clause 2.2. Unless otherwise agreed, the right of use ceases upon termination of the agreement.

Etain retains all copyrights and all other intellectual property rights in all parts of the SaaS, and in any results of updates and developments. This applies even if the Customer has been actively involved in the development of such updates and upgrades. Etain’s retention of intellectual property rights includes all rights to material (documents, process descriptions, design descriptions, drawings, figures, solution descriptions, concrete solutions, images, sound recordings, film recordings, data files, computer programs, software code and other copyrighted or otherwise intellectual property protected material) that form part of the SaaS. The same applies to ideas, concepts, models and the like that may be included in the SaaS.

Etain shall not in any way acquire rights to the Customer's trademark or other Customer-specific material that evidently has been prepared solely by the Customer independently of Etain.

12.2 RIGHTS TO RESULTS FROM IMPLEMENTATION, ADJUSTMENTS AND DEVELOPMENT

With reference to clause 2.10 Etain may provide development, adjustments and/or implementation activities as part of the SaaS. Any and all results (including, without limitation, any documents, process descriptions, design descriptions, drawings, figures, solution descriptions, concrete solutions, images, sound recordings, film recordings, data files, computer programs, software code and other copyrighted or otherwise intellectual property protected material) developed solely by Etain or by Etain in collaboration with the Customer or other involved third parties, arising as a result of such activities, shall vest fully and solely in Etain. All such rights shall be deemed transferred to Etain free of charge at the time the rights come into existence. The Customer may be provided a right to use such results as set out in the Order Form.

The Customer warrants that all its employees, subcontractors, hired consultants and other relevant persons (legal and physical) which may be involved in the development of such results have signed undertakings to ensure that ownership rights are transferred to Etain as set out herein.

Etain will obtain no rights in materials solely developed by the Customer or third parties, except rights to use such material as necessary for Etain to deliver the SaaS in accordance with the agreement.

13 CONFIDENTIALITY

Etain shall keep all information received about the Customer or the Customer's relations strictly confidential. Etain shall ensure that all employees and consultants which are involved with the delivery of a SaaS for Etain are obliged by similar confidentiality obligations. Etain shall further ensure that Etain's subcontractors are subject to confidentiality obligations that at least correspond to the obligations applicable for Etain as set out herein.

Etain may only share confidential information with consultants and employees of Etain to the extent necessary to deliver its services. This also applies to employees of Etain's partners, as well as to subcontractors that Etain acts on behalf of, or cooperates with in relation to delivery of the SaaS.

Etain may use subcontractors to deliver digital products and services (such as software from the supplier Thomson Reuters), where the supplier will be able to access certain confidential information, including any personal information. In cases where external advisors are engaged by or via Etain, the Customer is deemed to have accepted and represents that the relevant persons have accepted that Etain may transfer necessary information, including any personal information, to the relevant adviser or subcontractor for the fulfillment of the SaaS. This also applies if such advisers are established outside the EU / EEA area and applies regardless of whether the external consultant is engaged by Etain, by the Customer itself or anyone acting on behalf of the Customer.

14 MARKETING

Unless otherwise agreed, Etain may use the Customer's name and logo, without mentioning the specific content of the SaaS delivered to the Customer, as reference on Etain’s website and in connection with sales and marketing, including when submitting tenders. Before the Customer's name may be used in news articles or similar, Etain will ask for the Customer's consent.

15 USE OF E-MAIL

Etain may use e-mail to communicate in relation to delivery of the SaaS, also for the transmission of confidential information. Etain uses encryption in accordance with the Service Level Policy.

16 COMPLIANCE

Etain and the Customer shall at all times act in accordance with applicable laws, including export controls and economic sanctions that apply to any Party in connection with the Agreement.

17 AMENDMENTS

Etain may amend these General Terms with three (3) months’ notice to the Customer. By continuing to use the SaaS after the three months period the Customer shall be deemed to accept the amended General Terms as applicable as form the end of the three months notice period.

18 DISPUTE RESOLUTION

All SaaS deliveries by Etain are subject to and governed by Norwegian law.

In the event of a dispute the Parties shall seek to resolve the dispute by negotiations in good faith.

Oslo District Court is agreed legal venue, however such that Etain may always choose to submit a dispute to the ordinary courts at the Customer's legal venue.