Terms of Service for LiliO Services (Europe)

Please note: This is the Terms of Service Agreement for European customers. Non-European customers, please use the Terms of Service for North America.

Hereafter called the "Agreement" between LiliO Europe (Norwegian business registration number: NO 914066220 MVA), hereinafter "Vendor" and the customer, hereinafter "Customer".

1 Definitions

Agreement: The agreement with any appendices.

Product: The solution or product delivered to the Customer.

Additional Documentation: Price quote, product specification, order confirmation, pages on the Vendor's web site, etc., describing the products / services to be delivered.

Service: The assistance or server hosting provided under this Agreement.

Hosting: Storage space for files available over the Internet on Vendor's server. Usually also includes e-mail, FTP and HTTP services.

2 Scope

2.1 Scope of the delivery

The agreement applies to all Vendor products and services for the Customer.

Customer grants the Contractor the right to deliver products/services as indicated above and with the content and within the time limits specified in any additional documentation.

3 Maintenance – service

The Customer may enter into a separate agreement with the Vendor for the maintenance, operation, service and support. The Vendor is free to use subcontractors for such tasks.

4 Project implementation

For implementation of the project, the Parties shall work under this Agreement and what has been agreed in the additional documentation.

5 Risk

Vendor assumes the risk for all documents, descriptions and instructions if these are damaged or destroyed by a random event while they are in his custody and outside your premises. It is assumed that the Customer retains a copy of Customer's source material.

6 Rights 

The customer has the copyright to and ownership of the Product the Vendor is tasked to develop. However, Vendor is entitled to freely use the acquired knowledge and general graphic elements (design), and technical framework functions (general classes), in other projects.

The supplier also has exclusive rights to servers, software, documents, methodology, checklists, templates, management tools, or the like, that is used in the development of product or delivery of the service and the general execution of the project. This also applies to any improvements made in connection with the execution of the project.

The customer has a non-exclusive right to use the material used for the implementation and development to the extent this is included in the project. The material is placed at the Customer's disposal in the condition it is made available, and it will not be updated by the Vendor without entering into an additional agreement.

7 Assignment Changes and Cooperative Relationship

7.1 Changes and Additions

All requests for changes or additions to what has been agreed in the supporting documentation shall made be in writing and be approved by an authorized representative of the Customer.

The Vendor shall consider the consequences of the desired change/addition and shall provide written feedback to the Customer within a reasonable time.

7.2 Meetings

Either party may, in writing, with three working days' notice, summon the other party to meet to discuss issues arisen in connection with the implementation of the Agreement.

8 Delivery and Approval

Delivery shall be made in accordance with the schedule as described in the additional documentation.

On the day of delivery Vendor shall give the Customer written notice that informs him that the specified products and services have been delivered.

On delivery day, all product risk is transferred to the Customer. This risk includes the responsibility for necessary backups.

Following delivery, Customer shall promptly, and at the latest within 14 days, conduct a test of the product in cooperation with the Vendor. If the Customer believes that these tests show the Vendor's product or service is not in accordance with what was agreed, written a notice must be submitted to Contractor within one week from the end of the test with an specification of the problems resulting in the Customer's refusal to accept the delivery.

The Vendor shall be committed to remedy the identified problems as soon as possible.

If the identified problems should be considered as unimportant to the Customer's use of the product or service, the delivery shall be approved.

9 Customer's Obligations

9.1 General obligations

a. The Customer is obliged to inform the Vendor of changes in the business, residence and email address. If the Customer changes address or email address without notifying the Vendor and the Customer therefore does not receive messages that the Vendor sends, the Customer shall still be regarded as having received the message.

b. Email from the Vendor shall be considered received and known, provided that the Vendor can demonstrate that such an email has been sent.

c. Customer shall keep all passwords that allow access to management and/or use of Vendor's services secret.

9.2 Obligations Regarding Domains

a. The Customer shall comply with the applicable rules and regulations for domains. Any use of the domains shall be in accordance with the regulations of the various top level domain name issuers.

b. Customer is responsible for ensuring that the domains registered do not infringe any third party rights (eg. trademarks).

c. When ordering domains, the Customer is bound to the purchase for the entire registration period.

d. Customer authorizes that a domain name that is registered by the Vendor for the Customer, but not paid by the Customer within 2 months, may be transferred to the Vendor. The Customer has no right to use the domain name before it is paid.

e. Some domain types recorded through the subcontractor Domeneshop AS. Upon registration and ownership of such domains provided by the Vendor, Customer accepts the corresponding terms available at: www.domeneshop.no/terms.cgi A list of domains to which this applies can be requested from the Vendor. 

9.3 Web Hosting Obligations

a. The Customer is himself responsible for creating, posting and updating the information he wishes to publish on the web hosting server. All content posted on the server is Customer's responsibility and Customer retains ownership and copyright of the material posted.

b. The Customer shall ensure that no material posted on a server violate laws and copyright.

c. Customer shall not post any material which is covered by the terms "warez", "IRC", "pornography" or materials that can damage the server or persons (physically or mentally).

d. The Customer is responsible to ensure the validity of any necessary licenses required by the authorities.

e. The Customer shall indemnify and protect the Vendor from any claims from third parties that are directed against the Contractor regarding alleged unlawful content on the Customer's web hosting account.

f. Customer shall keep himself updated about the usage of storage and bandwidth capacity on the server. This can be done by the Customer periodically by visiting the control panel of the hosting account at www.example.com/cpanel (where example.com is the Customer's domain on the Vendor's server).

g. Customer shall not upload software that uses a server's resources above what the Vendor at his own discretion regards as normal load during normal use.

h. Spam is strictly prohibited. All email marketing must be compliant with applicable laws and regulations. All bulk email must be solicited, meaning that the sender must be able to document an existing and provable relationship with the e-mail recipient, where the recipient has not requested not to receive future mailings from the sender. Client shall not use any LiliO provided services for sending of unsolicited bulk email. Neither shall such email from any third party service or address list be used to solicit customers, replies or visitors to web sites or email addresses hosted by LiliO.

i. Any breach of the Customer's obligations gives the Vendor the right to close the Customer's hosting account with immediate effect.

j. If the Vendor uploads information to the Vendor's hosting account on behalf of Customer, Customer is responsible for ensuring that the information follows the above points (9.3a–i).

10 Vendor's Obligations

10.1 General obligations

a. The Vendor shall notify the Customer of changes in prices and services in good time before the change occurs.

b. Vendor shall notify and inform Customer primarily through email.

10.2 Obligations Regarding Domains

a. The Vendor shall provide support by email for issues directly related to the domain. Support that is not related to the domain directly (eg. Setting up and using third-party DNS server) is invoiced at the standard hourly rate.

b. If the Customer would like to transfer the domain away from the Vendor's control, the Contractor shall assist with this and help with those parts of the process that Customer does not have access to.

10.3 Web Hosting Obligations

a. Customer shall have access to his storage area on the Contractor's server.

b. Customer's Internet services shall be available to users of the Internet.

c. The Vendor shall provide support by. email for direct server related issues. Support that is not related to the server directly (eg. Problems installed PHP or CGI scripts) are invoiced at the standard hourly rate.

d. The Vendor shall ensure that the server is available to users without any network problems that provide 100% packet loss 99% of each calendar month.

e. The Vendor shall plan and inform about connection disruptions or downtime of the server due to network or software upgrades or replacement of equipment.

f. Customer shall receive notification of the planned connection disruption or planned downtime of a server by email as far in advance as possible. Vendor shall endeavor to make sure that this happens at least 12–24 hours in advance.

10.4 Obligations for Per-Hour or Quote-Based Services

a. Based on Customer's project description Vendor shall present the Client with a time and cost estimate, in cases where the Vendor projects the total number of hours to be above 6 hours. Unless other wise agreed, work will start once the Customer's written approval of the estimate has been received. Written approval may be granted per. email.

b. A price quote is valid for 3 months, unless otherwise indicated.

c. For quote-based services, the quoted price applies to the tasks as described in the description provided by the Vendor. Upon expansion or cutbacks in the project description (and thus the scope of the project) the Contractor can change the quote, in cooperation with the Customer.

11 Transfer and Reassignment

11.1 Domain transfers

The Customer is the owner of the domains belonging to him and he is in his full right to transfer the domain name to others, where it does not conflict with other parts of this Agreement. The transfer of the domain does not modify the agreement on domain management, hosting etc.

11.2 Reassignment of Hosting Accounts and Other Services

Customer may not reassign his rights and obligations under this Agreement without the Vendor's consent. This consent requires that the customer has paid for the services ordered.

12 Fees and Payment

12.1 General

a. For the design and development projects covered by this Agreement, Customer shall pay the fee specified in the accepted quote, proposal, etc. Any costs associated with installation, startup, commissioning and new versions will be shall be apparent in the additional documentation.

b. Unless otherwise agreed, work performed is subject to an hourly rate between GBP 64 / CHF 100 / NOK 750 and GBP 80 / CHF 120 / NOK 950, excluding any applicable taxes. Price level is dependent on the Customer’s Support Agreement and prior billing history.

c. Regular fees (such as for hosting and domains) are invoiced in advance.

d. Regular fees are charged for a period of 12 months at a time unless otherwise agreed. Vendor reserves the right to issue partial invoices during projects.

e. Invoices are due for payment within 15 days of the date of invoice. In cases of delayed payment, late payment interest is added according to the Norwegian law on late payment interest. The interest is added to the principal every 31st December, so that a new base for interest calculation is created.

f. In case of late payment the Customer will be charged a late fee of 1/10 of the Norwegian standard collection rate.

g. If payment has still not arrived 14 days after notice has been given, the Vendor may disable the service.

h. Upon reactivation of a disabled service, a reactivation fee of NOK 1500 will be charged.

12.2 Price and Fee Changes

a. Increases in price can change with 3 months notice with effect from the Agreement renewal or first due date.

b. For changes in sales tax, customs duties or other prerequisites for the pricing at the signing of the agreement, the Vendor may make price changes with immediate effect.

c. For subsistence and travel expenses incurred in connection with the execution of this Agreement, the Customer will be charged at Norwegian government standard rates.

d. The Vendor has a lien on all products and services until full payment has been made.

e. All prices quoted in this Agreement, the Vendor's website, documents and written notifications are exclusive of any applicable taxes, as long as the contrary is not expressly stated.

12.3 Exceeding the Capacity Limit

The supplier can invoice for additional capacity or costs incurred if the Customer uses more than the agreed capacity for Customer's hosting account. This includes disk space and monthly data transfer.

13 Confidentiality – trade secrets

a. The parties shall keep secret and confidential any information or materials that are marked as confidential, as well as information regarding personal relationships, information that is damaging to either party or that can be exploited by others for commercial purposes.

b. The Parties shall endeavor to take the precautions necessary to ensure that material or information is not disclosed to others in breach of the confidentiality provisions and that no accidental dissemination of software or documentation takes place.

c. The duty of confidentiality applies to the employees and others acting on behalf of the parties in connection with the implementation of the Agreement. The provisions on confidentiality also applies after the contract is terminated and after the employees or others have resigned from their positions with any one of the parties.

14 Force Majeure

The Vendor is not liable for damages or losses resulting from circumstances beyond his control. Examples are government intervention, voltage fluctuations, war, acts of war, strikes, lockouts, as well as operational obstacles that are not caused by errors or omissions of the Vendor.

15 In Title

a. If the Vendor's actions infringe copyright or other rights, it shall be regarded as a legal defect. If claims are raised by third parties against the Customer, and Customer will make his right under this section applicable, Customer is obliged to provide the Vendor with a written notice without undue delay.

b. Should it be raised any claims from third parties on the basis of copyright infringement, etc. which is connected with any part of what has been delivered under this Agreement, Vendor shall take on the case for the Customer at his own expense. From the time the Vendor takes over the case from Customer, Customer can be compensated for assistance given to the Vendor, but Customer will not act on their own during any trial.

c. If a dispute arises against the Customer or Vendor for violations of rights which are essential for this Agreement, the Vendor may choose to enable Customer to continue to use, or make replacements or changes so that the said right is not violated. If none of these options may be reasonably applied by Vendor, Customer shall agree to the Vendor's request to return the violating part and be given refund. In case of refunds, reasonable reductions shall be applied for the time the Customer has made use of the part.

d. Beyond this, the Customer may not make a claim to the Vendor.

16 Complaints and Breach of Contract

16.1 Complaints

Complaints in connection with the alleged breach of this Agreement must be submitted in writing and immediately after the party became aware of the breach.

16.2 Customer's Breach of Contract

a. A breach of contract by Customer occurs if Customer fails to perform his obligations under the Agreement.

b. If the Customer does not deliver material within stipulated deadlines, this will have the consequences set out in the additional documentation.

c. Upon payment default, overdue interest is applied. Upon default of payment Vendor may also seize to provide services or products in connection with this and other agreements with the Customer.

d. The Contractor is entitled to reimbursement for any losses due to default by the Customer.

16.3 Vendor's Breach of Contract

a. A breach of contract occurs of the Vendor fails to fulfill his obligations under the Agreement.

b. The Vendor may, however, not be held responsible for any network problems that arise between the data center where the server is located and the user. Whether the server's unavailability is outside the Vendor's responsibility, as described above, is determined by the Vendor in cooperation with subcontractors.

c. Nor is there any breach of contract if the deviation from the agreed performance is due to the Customer.

d. If performance does not meet the specifications in the additional documentation, a defect has been found. Customer may request the Vendor to rectify the defect by making corrections, amendments or the like in order for the specifications to be fulfilled.

17 Termination 

a. The agreement may be terminated if either party to a large degree fails to fulfill its obligations under the Agreement and the issue is not corrected within 30 days from written notice. Termination for parts of the delivery can be made, if it does not make other deliveries useless for the Customer.

b. Vendor shall be entitled to terminate the Agreement if an invoice is ovedue (entirely or in part) by 30 days. The same applies if the customer goes bankrupt, suspends payments or otherwise fails to meet their payment obligations to the Vendor.

18 Compensation

a. The customer can not claim compensation beyond what is expressly stated in this Agreement.

b. The Vendor shall not be liable for indirect losses, lost profits, consequential damages, liability for business interruption, loss of use, lost contracts, loss of data, loss of goodwill or the like.

c. In cases of less than 99% availability due to unplanned disruption of the connection to the server within one (1) month, Customer will receive a refund equal to a percentage of what it has paid for the current month according to the following distribution key:

95-99% availability = 25% refund
90 to 94.9% available = 50% refund
89.9% = 100% refund

This shall constitute the full and maximum liability of the Vendor in relation to downtime / reduced availability.

d. For other type of liability, the Vendor's aggregate liability, regardless of the basis, shall not exceed the amount Customer has already paid within the frame of the agreement during the last year.

19 Reassignment

Rights or obligations under this Agreement may be assigned or transferred to another party and may not be unreasonably withheld. Notice of reassignment must be given in writing.

20 Cancellation

a. Regular services (such as web hosting and domains) will be automatically renewed for another term if the Customer does not cancel it within 30 days before the date of automatic renewal.

b. Other services have 2 months notice.

c. Cancellation shall be in writing and may be made by either party without cause.

21 Conflicts / Applicable Law

Norwegian law shall be applied in the implementation of this Agreement. Disagreement between the parties in connection with this Agreement shall be resolved by mediation. If mediations are unsuccessful for 60 days, either party may refer disputes to the decision by Oslo District Court.

22 Other provisions

a. This agreement, with additional documents, supersedes all prior oral or written negotiations, discussions and / or agreements.

b. Changes or additions to this Agreement shall be made in writing.

c. This Agreement and its appendices are written in two (2) copies, one for each party or approved electronically by registering IP address.

 

Version: 20th May 2015