“Affiliates” means any entity controlling, controlled by, or under common control by each party
“Application” means a mobile application related to the Service (and constituting a part of the Service)
”Confidential Information” means information defined in Section 15
”Customer” means the entity having subscribed to the Service under this Agreement
“Customer Data” means the data that the Customer (or another party, if applicable) provides, processes, stores or submits to or from the Service
”Data Controller” means the person or organisation with the right to make decisions regarding the purposes, and the methods of processing of Personal Data
”Data Processor” means the person or organisation authorized by the Data Controller to process the Personal Data
”Data Protection Law” means all laws, rules and regulations that apply to or govern the processing of personal data including, but not limited to, the EU General Data Protection Regulation (EU) 2016/679 of 27 April 2016 (the “GDPR”), supplementary laws and regulations to the GDPR and rules, regulations and binding decisions adopted by competent data protection supervisory authorities
“Documentation” means In4mo’s service descriptions made available by In4mo from time to time
”Error” means a programming error, logic error, or defect within the Service which causes it to operate incorrectly or otherwise not in substantial conformity with the Documentation
”Force Majeure Event” means circumstances defined in Section 16
“Intellectual Property Rights” means copyrights and other similar rights and related rights (including database and catalogue rights), patents, utility models, trademarks, trade secrets, know-how, data and any other form of registered or unregistered intellectual property rights as well as any applications for any of the foregoing
”Party” means the Customer or In4mo (jointly the “Parties”)
”Personal Data” means information that specifically identifies an individual or that is linked to information that identifies a specific individual
“Scheduled Downtime” means the period defined in Section 5
“Service” means In4mo’s web-based portal solution for accessing In4mo’s web services, commonly called Contractor Lite. The Service includes the Application.
“Subscription” means the subscription order made by the Customer and accepted by In4mo. Subscription Term is 12 Calendar Months
“Territory” means the geographical area specified in the Subscription
“Users” means employees of the Customer using the Service.
“Work Hours” means between 08.00 and 16:00 local time on normal working days.
2. ACCESS TO THE SERVICE
Upon Subscription to the Service by the Customer, In4mo grants to the Customer, subject to the terms and conditions of this Agreement and any applicable laws, rules and regulations, and subject to the payment of all fees set out in this Agreement or in In4mo’s price list in force from time to time, a limited, non-exclusive and non-transferrable right to allow the Users to access and use the Service as it is made available by In4mo from time to time with the parameters set out in the Subscription. The Customer may use the Service solely in its internal business operations in the Territory.
The Customer shall not on the basis of this Agreement have any rights to modify, decompile, reverse engineer, access the source code of or transfer, assign, sublicense or distribute the Service or any part thereof.
All Intellectual Property Rights, in and to the Service, are and shall at all times remain the sole and exclusive property of In4mo and its licensors. The Customer acknowledges that In4mo does not transfer any of its Intellectual Property Rights or third-party Intellectual Property Rights to the Customer under the Agreement. All rights not expressly granted to the Customer under this Section 2 shall be retained by In4mo.
3. Technical Requirements
The Customer is responsible for acquiring any and all network and telecommunications connections and all technical equipment (including but not limited to User devices) required for using the Service. Technical requirements for the Customer’s systems may be specified by In4mo from time to time.
Unless otherwise agreed between the Parties, the Customer shall be responsible for the activation of the Service in accordance with the Documentation and other instructions published by in4mo.
If the Customer is already operating in the portals of insurance companies using in4mo’s solutions, the Customer is responsible for configuring and aligning the user and office definitions in the respective portals of such insurance companies before starting to use the Service.
in4mo shall use reasonable efforts to provide the Service on a continuous basis. However, in4mo does not warrant the continued availability of the Service and it shall not be liable to compensate the Customer any downtime of the Service.
in4mo has the right to interrupt the provision of the Service temporarily for maintenance of the Service (“Scheduled Downtime”). In4mo strives to notify the Customer about Scheduled Downtime in advance and restrict and schedule interruptions so that they cause as little inconvenience to the Customer’s activities as possible.
6. Changes to the Service
in4mo may, from time to time and at its sole discretion, modify and update the Service and/or the Application provided that such changes do not materially change the functionality of the Service and/or the Application. If updates and modifications require significant technical changes to be made to the equipment and the operational environment of the Customer, in4mo shall inform the Customer one (1) month in advance about the new specifications and other technical changes that must be implemented by the Customer.
The Customer shall be responsible for all costs related to such changes to the equipment and/or the operational environment.
7. Support and Maintenance
in4mo shall provide the following support and maintenance services to the Customer during Work Hours:
- Error correction services.
- Technical email support.
All email support aims to be provided in Norwegian/Swedish, but in some circumstances, it may have to be provided in English.
The following principles shall apply to the provision of support and maintenance services:
- If the Customer detects an Error in the Service and wishes to have the Error remedied, the Customer shall notify in4mo of the Error in writing and provide In4mo with an Error report via the Service or by e-mail.
- in4mo shall use all reasonable efforts to promptly correct the Error. This may involve providing workarounds or taking other measures or procedures or providing the Customer with necessary instructions on how to remedy the Error. in4mo may also decide to remedy the Error in connection with an update of the Service. All measures taken by in4mo to remedy an Error, including but not limited to workarounds, must not result in a deterioration of the Service or usability of the Service or cause any unreasonable harm to the Customer.
- If it is established that an Error reported by the Customer is not covered by the support and maintenance services (e.g. such as Errors due to misuse of the Service), in4mo shall be entitled to a reasonable compensation for completing the Error diagnosis.
For the avoidance of doubt, in4mo does not give any representation or warranty that all Errors will be remedied or that they will be remedied within a specific period of time.
8. Customer Obligations
The Customer shall comply with all applicable laws and regulations relating to the use of the Service. In particular, the Customer shall not store, distribute, or transmit through the Service any Customer Data that is unlawful, infringing or promote illegal activity. The Customer shall also ensure that its Users comply with these obligations.
The Customer shall be responsible for maintaining the secrecy and security of the Users’ IDs and passwords. The Customer is fully responsible for all activities, transactions and other operations made through the Service by using the User IDs and passwords provided by In4mo.
9. Fees and Payments
The Customer shall pay In4mo the fees set out in the Subscription and any payment instructions therein. Unless otherwise agreed between the Parties, fees shall be invoiced monthly based on the number of user accounts that have been active during that period. The payment term is fifteen (15) days net from the date of the invoice. Late payment interest for due but unpaid amounts shall be 10% per annum.
All fees and prices are stated exclusive of any income tax, value-added taxes (VAT), sales or use taxes and any other taxes, duties or levies applicable. The Customer shall be liable for any taxes and levies that may be imposed on the Subscription to or use of the Service. Any and all fees and prices shall be paid in Euros, if not specifically stated otherwise.
in4mo shall have the right to adjust the fees in the beginning of each year up to 3%.
in4mo can offer from time to time new additional optional modules and services which are separately priced. The Customer will be free to purchase such additional optional modules or services.
Currently available modules and services include
– Work Time Reporting module, incurring an additional fee per user
– Short Messaging Services (SMS) Communication module, incurring an additional fee per SMS sent
– a wide range of training courses about in4mo solutions
Those other modules and services not covered by the recurring charges shall be charged for and invoiced separately by the Supplier according to “in4mo Standard Services Charges”.
“In4mo Standard Services Charges” may be revised from time to time. A copy of the applicable “in4mo Standard Services Charges” are available to the Customer on request to in4mo.
10. Consultancy Work
in4mo may, subject to availability, provide the Customer with process consultancy work upon separate agreement between the Parties.
11. Customer Data
The Customer shall own all rights, title and interest in and to all of its own Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Customer Data.
The Customer acknowledges that the relevant part of the Customer Data created for handling the cases of insurance companies using In4mo’s solutions are also stored in the portals of such insurance companies.
For the avoidance of doubt, such Customer Data will be available for the insurance companies in question (as opposed to only the Customer) and the insurance companies have parallel rights to such Customer Data.
in4mo shall process the Customer Data only to the extent necessary for the provision of the Service and shall not use such data for any other purpose.
In case the Customer Data processed in accordance with this Agreement contains personal data, the Parties shall comply with all applicable Data Protection Laws.
The Customer shall be the Data Controller and in4mo the Data Processor.
For the avoidance of doubt, the Customer will retain full responsibility for the data processed on the Customer’s behalf by In4mo acting as Data Processor.
The Customer acknowledges and hereby accepts that for the purpose of providing the Service the whole or any part of the Customer Data may be processed by in4mo’s Affiliates, partners, and subcontractors.
in4mo (and those third parties subcontracted by in4mo to perform services related to the Service hosting, the Customer Data maintenance and back-up) shall follow its standard archiving and back-up procedures for the Customer Data.
In the event of any loss or damage to the Customer Data, the Customer’s sole and exclusive remedy shall be for in4mo to use reasonable commercial efforts to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by in4mo or a third-party subcontractor.
For the sake of clarity, in4mo shall not be responsible or liable for the deletion, damage, loss, or failure to store any Customer Data.
After the term of the Agreement, the Customer shall be responsible for downloading its own Customer Data within fourteen (14) days after the termination or expiration of the Agreement. Unless otherwise agreed in writing between the Parties, In4mo shall delete the Customer Data (solely related to the Customer) in its possession after such 14-day period provided, however, that In4mo will not be required to remove copies of the Customer Data from its backup servers until such time as the backup copies are scheduled to be deleted.
12. Data Processing
The Supplier processes personal data according to standard in4mo process and based on documented instructions given by the Customer from time to time and in accordance with this Agreement and any other applicable Data Protection Law or regulation.
The Supplier can process data for the purpose of maintenance and improvement of the solution, provided that data is used in anonymised format.
In occasional situations where processing anonymised data is not sufficient to carry out maintenance or improvement actions, actual data can be used to the minimum extent it is required, provided that security measures are adhered to.
The Supplier shall comply with any decisions by a public authority regarding protective measures for the processing of personal data.
If the Customer proves or the Parties mutually agree that protective measures should be implemented or adapted to satisfy legal protection requirements or to comply with a decision by a public authority, the Supplier will implement such measure at no additional cost to the Customer.
If the Supplier considers an instruction from the Customer to be in violation of the Data Protection Laws or a third country legislation, which the Supplier is subject to, the Supplier shall immediately inform the Customer in writing about this.
- Data processing activities related to the service provided to the Customer by the Supplier is described in Annex-1 (in4mo Description of Processing Activities for Contractor Companies).
- The Supplier must ensure that all persons processing personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
The Supplier shall also ensure that access to the personal data is limited to such individuals who need access to the personal data for the Supplier to fulfil its obligations under this Agreement.
- The Supplier shall implement appropriate technical and organizational security measures in accordance with the Data Protection Laws to prevent that personal data processed is
(i) accidentally or unlawfully destroyed, lost or altered,
(ii) disclosed or made available without authorization, or
(iii) otherwise processed in violation of applicable laws, including Data Protection Laws.
- The Supplier must promptly assist the Customer with the handling of any requests from data subjects, including requests for access, rectification, blocking restriction, erasure or the exercising of other rights of the data subjects under Data Protection Laws.
For the sake of clarity, Insurance Companies using the Supplier’s solution are also considered as Data Controllers for cases originated by those Insurance Companies.
- The Supplier must assist the Customer with meeting other obligations that may be incumbent on the Customer according to Data Protection Laws where the assistance of the Supplier is necessary for the Customer to comply with its obligations, including obligations regarding security of processing, personal data breaches, data protection impact assessment and consultations with supervisory authorities.
in4mo warrants that the Service will perform substantially in accordance with the Documentation provided by In4mo. No warranty or representation is given that the functions contained in the Service will meet the Customer’s requirements, or that the operation of the Service will be uninterrupted or error-free, or that defects in the Service will be corrected. Furthermore, no warranty or representation is given regarding the use or the results of the use of the Service. In4mo explicitly disclaims any warranties of merchantability, fitness for a particular purpose or non-infringement.
To the extent permitted by law, these warranties are exclusive and there are no other express or implied warranties or conditions, including warranties or conditions of merchantability and fitness for a particular purpose.
The Customer shall defend, indemnify, and hold in4mo harmless from any and all consequences (including without being limited to liabilities, damages, losses, costs and expenses) of any and all third-party claims, suits, actions or demands asserted directly or indirectly against in4mo related to and/or arising directly or indirectly from the Customer’s use of the Service, any of its own Customer Data and/or Customer’s breach of this Agreement.
15. Limitation of Liability
The Parties shall not be liable for any indirect, special, or consequential damages resulting from the Agreement. Unless otherwise stated in this Agreement, in no event shall in4mo’s liability arising under the Agreement exceed the fees paid by the Customer under the Agreement during the three (3) month period preceding the occurrence of damage.
The Parties each undertake and agree to keep secret and confidential (a) all and any information related to the Agreement; and (b) all other information provided by or on behalf of the disclosing Party in whatever form (whether written, oral or otherwise) and relating directly or indirectly to the disclosing Party’s business or otherwise provided to the receiving Party (including but not limited to technical, financial and commercial information) (hereinafter referred to as “Confidential Information”).
The obligations and limitations set forth herein regarding Confidential Information shall not apply to information which is:
- in the public domain other than by a breach of the Agreement on the part of the receiving Party; or
- rightfully received from a third party which has the right and transmits it to the receiving Party without breaching any obligation of confidentiality; or
- rightfully known to the receiving Party without breaching any limitation on use or disclosure prior to receipt of the same from the disclosing Party, as shown by the records of the receiving Party; or
- generally made available to third parties by the disclosing Party without any restriction concerning use or disclosure; or
- required to be disclosed by law or by a court of competent jurisdiction or by the rules or regulations of an applicable governmental or taxation or regulatory body or authority to whose jurisdiction the receiving Party is subject.
This obligation of confidentiality shall survive after the expiry or termination of the Agreement for five (5) years regardless of the grounds for such expiry or termination.
17. Force Majeure
Except for payment obligations, neither Party shall be deemed to be in breach of the Agreement as long as its failure to perform any of its obligations hereunder is caused solely by a Force Majeure Event.
If such event persists for over sixty (60) days, a Party may terminate this Agreement immediately upon written notice to the other Party.
For the purposes of this Agreement, “Force Majeure Event” means any circumstances beyond the reasonable control of either Party which they cannot reasonably be deemed to have contemplated at the time of the conclusion of the Agreement and the consequences of which they could not reasonably have avoided or overcome, including but not limited to accident, explosion, fire, storm, earthquake, flood, drought, the elements, strikes, lockouts, labour disputes, riots, sabotage, terrorist acts, civil war or revolution, war, failure or delay of transportation, the bankruptcy of any supplier, acts of governments and their agencies, and governmental or their agencies’ laws, regulations, rules, orders and decrees, or other legislative, administrative or judicial mandates.
18. Term and Termination
Subscription Term: Unless otherwise agreed, the subscription shall start in the month this Agreement is signed and shall continue until the end of the calendar year. It shall automatically renew for additional 12 months applying the pricing which is set out in the price list in effect at the time of renewal unless termination take place.
Planned Termination by the Customer. The Customer can terminate this Agreement at any time during the subscription terms. The fees incurred during the Termination month are due by the Customer and will be invoiced as per the agreed schedule.
Planned Termination by the Supplier. The Supplier can terminate this Agreement during the subscription terms by giving three months’ notice to the Customer. The fees incurred during the Termination period are due by the Customer and will be invoiced as per the agreed schedule. Longer Termination period can be agreed by the Parties to allow the Customer to find an alternative Supplier.
Termination for Breach. A Party may terminate this Agreement with immediate effect if the other Party substantially breaches the provisions of this Agreement and fails to correct, where correctable, the breach within fourteen (14) days of having received written notice of the breach. The Customer acknowledges that a failure by the Customer to pay the fees or part thereof set out in this Agreement shall constitute a material breach of this Agreement and the Customer acknowledges that In4mo may cease to provide the Service and other services to the Customer due to such failure by the Customer.
Termination for Insolvency. In4mo may terminate this Agreement with immediate effect, in whole or in part, if the Customer becomes bankrupt, liquidated, or insolvent or enters any proceedings in this regard which can reasonably be considered to weaken its ability to make payments.
Effects of Termination. Upon expiry or termination of the Agreement, the Customer shall immediately cease using the Service, and all licences and rights granted under this Agreement are revoked. Upon expiry or termination of this Agreement, the Customer shall promptly return any possible Confidential Information of in4mo.
Survival. The provisions of this Agreement which by their nature reasonably should survive the termination or other expiration of this Agreement shall survive.
Governing Law and Dispute Resolution. The Agreement shall be governed by and construed in accordance with the laws of Finland, without reference to its conflict of laws or private international law provisions. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The Emergency Arbitrator provisions shall not apply. The number of arbitrators shall be one. The seat of arbitration shall be in Helsinki, Finland and the language of the arbitration shall be English. The award of the arbitration shall be final and binding on both Parties.
The parties shall be entitled to assign and transfer this Agreement to an affiliate. The supplier shall be entitled to assign and transfer this agreement as part of a sale of its business operations pertaining to this Agreement or a part thereof.
Language, Notices. The governing language of this Agreement and future communications shall be English. Notices required under this Agreement shall be deemed sufficient if made in writing and delivered personally, by registered mail, or by e-mail to the other Party at the address provided inhere or at that Party’s last known address. The Customer undertakes to notify In4mo of any change in its contact information within fourteen (14) days.
Amendments. Except to the extent otherwise explicitly provided in this Agreement, no modification of this Agreement will be valid unless agreed between the Parties in writing. Notwithstanding the foregoing, in4mo is entitled to amend this Agreement by providing the Customer with a thirty (30) days prior written notice. If the Customer does not accept the change made by in4mo to this Agreement, the Customer has the right to terminate this Agreement by notifying In4mo thereof in writing at least fourteen (14) days prior to the effective date of such change.
Reference Use. The Customer agrees that In4mo may use the Customer’s name in its public relations material and any other marketing material.
No waiver. A failure by any Party at any time or times to require performance of any provisions of this Agreement shall in no manner affect its right to enforce the same, and the waiver by any Party of any breach of any provision of this Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or waiver by such Party of any breach of any other provision hereof.
Entire Agreement and Headings. This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements relating to the subject matter hereof. This Agreement shall be construed as having been mutually drafted by the Parties without regard to any actual division of responsibility in the drafting hereof. Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of this Agreement.
Severability. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity of the remainder of this Agreement shall not be affected.