Terms of Contract
Product: Loyall Collect
1. Scope of the agreement
The standard terms and conditions for Loyall AS are included in the subscription agreement (“agreement”) between Loyall AS and the Customer. The conditions establish the conditions for the performance of Loyall AS software services to the Customer.
"Customer" is considered to be the legal person given with the company name and organization number regarding the signature form included in the agreement. Loyall AS ensures that the software service is available and functional for the Customer during the term of the agreement. Unless otherwise agreed, Loyall AS has the right to update the software with a new version, provided that the new version meets the requirements of Loyall AS services. The agreement does not change the copyright or ownership rights that the parties had before entering into the agreement. The Customer is granted the right to dispose of the software that Loyall AS provides during the term of the agreement. The right to disposal includes actions necessary to use the service according to the agreement.
2. Implementation of services
Service commencement with equipment delivery will typically occur within 4-6 weeks after the agreement is made.
3. Requirements for the Customer
3.1. The Customer is permitted to use the software and data prescribed by Loyall AS, and provide the necessary conditions for Loyall AS to perform its services, including granting Loyall AS access to its premises, applications, data, and information.
3.2. The Customer is obligated to provide access to the router (Wi-Fi) for portal installation. The internet speed must exceed a minimum of 5 Mbps.
3.3. The connection will be made in collaboration with the Customer or the person responsible for the operation of the Customer's current Wi-Fi. The Customer runs the risk that the connection will be performed according to Loyall AS' connection manual.
3.4. The Customer grants Loyall AS royalty-free use of images and logos for the background images on the login screen at a specific location, as well as any marketing materials created on behalf of the customer as agreed upon. The Customer may provide an optional photo for use. Loyall AS, at its discretion, may choose a suitable image from the Customer's website or other available channels. The Customer must promptly notify Loyall AS if Loyall AS proposes an image to which the Customer does not have the rights.
4.1. If it has been agreed that Loyall AS will provide equipment in connection with its services, the Customer shall bear all costs related to shipping and customs clearance upon delivery. Costs incurred by the Customer for not collecting the equipment will be charged to the Customer. The Customer becomes the owner of the equipment. The responsibility for the equipment transfers to the Customer upon delivery.
4.2. Equipment is considered delivered when the goods have been handed over to the first carrier for delivery to the Customer. Loyall AS shall deliver the equipment within a reasonable time after the agreement has been made.
4.3. Loyall AS is not responsible for delays due to Loyall AS not obtaining the necessary equipment from the supplier.
4.4. The Customer will not be charged for delays due to Loyall AS conditions.
4.5. Loyall AS is not responsible for errors or omissions if the damage is caused by external factors, including faults or power outages, lightning, or other circumstances beyond Loyall AS' control. The costs and risks associated with transporting the equipment for repair or replacement are the Customer's responsibility unless Loyall AS breaches the agreement. Repair or replacement of equipment due to Customer-caused faults will be charged to the Customer.
4.6. The Customer may only use the equipment in accordance with the instructions.
5. Term and Termination
5.1. The Customer's minimum contract term is 12, 24, or 36 months, depending on the chosen subscription indicated by signing the individual agreement. The contract term begins on the day the service is activated and no later than 14 days after the equipment is delivered to the Customer. The equipment is considered delivered when it is ready for pickup at the Customer's address. The agreement automatically renews each month until the agreement is terminated.
5.2. The agreement can be terminated by either party after the minimum contract duration mentioned in section 5.1 has begun
5.3. Nevertheless, termination must be notified with a three-month written notice. In the event of termination by the Customer, the Customer is obligated to pay for the remaining term of the contract. The termination becomes effective at the end of the current contract period. The outstanding payment will be invoiced in a single invoice.
5.3. The agreement can be transferred and remain valid if one of the parties undergoes division or merges with other companies.
6. Payment Terms
6.1. The Customer's payment obligation starts from the beginning of the commitment period. However, the Customer's payment obligation for equipment purchases occurs prior to demand. The payment amount paid by the Customer to Loyall AS is specified in the individual agreement. Services are invoiced in advance on a quarterly basis. The payment deadline is 14 days from the invoice date. If the Customer believes the invoice is incorrect, the Customer is obliged to raise the issue with Loyall AS by the end of the payment period or, if not possible, within a reasonable time.
6.2. All prices are exclusive of VAT unless otherwise stated. All prices are as a general rule in Norwegian kroner, unless otherwise stated in the main agreement.
6.3. There is a database fee for collected data exceeding 5000 member profiles in the database. This is divided into three levels. Over 2,500 member profiles, the fee is 490 NOK per month. Over 5,000 member profiles, the fee is 990 NOK per month. Over 7,500 member profiles, the fee is 1,490 NOK per month.
6.4. The first invoice includes setup costs, other one-time costs, and an advance payment of three monthly fees.
6.5. There is a fee of 0.59 NOK per SMS sent via the campaign tool in Norway. SMS transmissions within or to other countries are subject to current charges. Email deliveries are included in the monthly fee.
6.6. Any changes in price and other terms can be made with a three-month notice.
6.7. In case of late payment, late payment interest is paid in accordance with the law of 17 December 1976 No. 100 on interest on late payment, etc. (forsinkelsesrenteloven). Loyall AS may charge a fee for reminders.
7. Complaints and Default Settings
7.1. Any party wishing to claim a breach of the agreement must notify in writing within a reasonable time and no later than 2 months after becoming aware of the breach.
7.2. The customer may request downtime pricing due to conditions on Loyall AS's side. The discount is provided as a proportional reduction of monthly rental costs per period of downtime. Pricing may not be necessary until 48 hours after the customer has notified Loyall AS of the error/downtime and until the error has been rectified. An error notification must be reported to Loyall AS via email: firstname.lastname@example.org or tel: +47 404 81 404. Before reporting an error, the customer should investigate whether the error is caused by the customer's own equipment. If the customer reports errors that are beyond the responsibility of Loyall AS, Loyall AS may charge the costs of investigating the error.
7.3. Payment default after 30 days gives Loyall AS the right to choose between enforcing the agreement or terminating the agreement with 30 days' written notice. The right to terminate ceases to apply if the overdue amount and accrued interest are paid by the customer before the end of the subsequent 30-day period.
7.4. If bankruptcy or proceedings for forced execution are initiated against either party or if the financial circumstances of the party otherwise render them unable to fulfill the agreement, the other party may terminate the agreement with immediate effect.
8. Miscellaneous Terms
8.1. Loyall AS shall not be held liable for any direct or indirect loss that may arise as a result of delays, errors, or deficiencies in the service. Loyall AS cannot be held responsible for any damages or disruptions that Loyall AS's equipment or service may impose on other technical systems.
Support beyond the installation package is charged at the following hourly rate:
Technical customization: 1 290, –
Marketing support: 1 290, –
10. Force Majeure
In the event that the performance of the agreement, in whole or in part, is prevented, mostly hindered by circumstances controlled by Loyall AS, Loyall AS is relieved of its obligations to the extent that the relationship is affected as long as the situation persists. Such circumstances include, but are not limited to, strikes, lockouts, and any conditions considered force majeure under Norwegian law. Loyall AS may terminate the agreement with one month's written notice if the force majeure event makes it particularly difficult to maintain the agreement.
Information that the parties become aware of in connection with the agreement shall be treated confidentially and not made available to third parties without the consent of the other party. Confidentiality does not prevent the use of information when there is no legitimate interest in keeping it secret, such as when the information is publicly known or available elsewhere. If the Customer is a public entity, confidentiality is limited by law. On 10 February 1967, the Administrative Procedure Act (forvaltningsloven) or corresponding sector-specific statutory regulations. Confidentiality under this provision does not prevent the disclosure of information required by law. Confidentiality under this provision shall not hinder the disclosure of information required by law.
12. Processing of privacy information
The Customer authorizes Loyall AS to process personal data on behalf of the Customer to the extent necessary to perform Loyall AS's services under the agreement. Each party is responsible for complying with relevant data privacy and information security laws. Loyall AS shall ensure satisfactory information regarding confidentiality, privacy, and availability through planned and systematic measures, as per the Personal Data Act §13. Loyall AS shall document information and security measures. The documentation shall be made available to the Customer upon request and to the Data Protection Authority and the Privacy Appeals Board. In cases where Loyall AS processes personal data in connection with this agreement (as defined in the Personal Data Act §2 no. 1 and 2), Loyall AS shall, on behalf of the Customer:
- – only process the data based on written instructions from the Customer, prior approval from the Customer, or to the extent that such processing is a natural consequence of the benefits that can be delivered under the agreement.
- – take necessary technical and organizational measures to protect personal data against accidental or unlawful destruction, accidental loss, unauthorized alteration, dissemination, or access, especially when the processing involves the transmission of information over a network, as well as against any other unlawful processing.
- – unless otherwise instructed in writing by the Customer, take all reasonable measures to delete data after a reasonable period in relation to the purposes for which they were collected or subsequently processed, unless there is no possibility to store the data indefinitely.
- – not grant or distribute information to anyone without the requirement or consent specified in the agreement or the Customer's written consent.
- – cooperate and assist the Customer in accordance with the data subject's right to access information about themselves and/or to ensure that the information is deleted or corrected if it is incorrect.
- – not process personal information beyond what is reasonable and necessary to perform its tasks under the agreement. Personal data cannot be transferred to countries outside the European Economic Area (EEA) without a written agreement with the Customer.
The agreement is governed by Norwegian law. Disputes arising from the interpretation or fulfillment of this agreement shall be exclusively submitted to arbitration. If the negotiations are not successful, the matter may be resolved by the ordinary courts.