Standard Terms and Conditions of Service
1. GENERAL PROVISIONS
1.1 These Standard Terms and Conditions of Service (“Terms of Service”) apply to the use of the accounting system PowerOffice Go™, a complete cloud-based sys-tem for accounts, invoices, registering hours, travel expenses and pay as de-scribed in detail at https://poweroffice.no/ (“Terms of Service”). Use of the Service will be deemed to represent acceptance of the Terms of Service.
1.2 The Service is provided by PowerOffice AS (“PowerOffice”). A legal entity that uses the Service, either (i) for its internal business purposes (“End Customer”) or (ii) to provide accounting services to others (“Partner”), will be deemed to be a “Customer”.
2. RIGHT TO USE
2.1 Partners are granted the right to use the Service through their partner agree-ment with PowerOffice.
2.2 End Customers are granted the right to use the Service (i) through their agree-ment with a Partner (re-licensing of a right to use from a Partner) or (ii) through their own subscription in accordance with the “Subscription Terms and Conditions for Independent End Customers”, included as Appendix 1. End Customers who terminate their contractual relationship with a Partner will automatically be grant-ed a continued right to use the Service via their own subscription, unless the End Customer actively terminates its right to use by deactivating all of the modules in the Service.
2.3 The Customer cannot transfer its right to use, give others access to the Service or use the Service for the benefit of others, unless this has been explicitly agreed with PowerOffice.
3. THE SERVICE
3.1 The Service is made available to the Customer via a web browser and requires logging in with a username and password. Parts of the Service are also available through an application that is downloaded onto the Customer’s user equipment. Some PCs and handheld devices, as well as some web browsers, may have limi-tations that prevent the Service functioning optimally.
3.2 Some functions in the Service may require the Customer to enter into separate agreements with a third party, for example a bank. Such agreements will be available in the Service or at the third party, and may entail extra costs for the Customer.
3.3 The Service is standard software that is provided “as is”. PowerOffice will take reasonable commercial steps to ensure the best possible uptime and functionality for the Service, but no guarantee is given that the Service will always be free of errors or service interruptions.
3.4 PowerOffice reserves the right to make changes and updates to the Service, in-cluding making improvements and adding, modifying or removing functionality, at its sole discretion and without any obligation or liability to the Customer. PowerOf-fice shall notify the Customer if such changes or updates result in changed re-quirements for the Customer’s user equipment. Work on changes to, or updating, the Service may result in reduced functionality and/or limited access to the Ser-vice, and PowerOffice shall endeavour to carry out such work at times that result in the least possible inconvenience to the Customer. Should PowerOffice choose to discontinue the Service or important functions in the Service, the Customer shall be given 12 months’ notice.
4. THE CUSTOMER’S LIABILITY FOR SECURITY AND USE
4.1 All use of the Service is at the Customer’s own risk. The Customer is responsible for the content and lawfulness of its data and for complying with applicable ac-counting legislation. The Customer is responsible for checking documentation and results generated by the Service.
4.2 The Customer shall not: (i) reverse engineer or decompile the Service; (ii) copy or modify the Service; (iii) disrupt or interrupt the integrity or functionality of the Service, including by uploading or distributing files that contain viruses or that may damage the Service in some other manner; (iv) use the Service for illegal or harmful purposes, or store and transmit materials that violate third-party rights; (v) attempt to gain unauthorised access to the Service or associated systems and networks; or (vi) sell, resell, rent out or lease out the Service.
4.3 The Customer’s user permissions are personal and cannot be entrusted to others. Username and password information shall be stored in a satisfactory manner. The Customer is responsible for all use and it is the responsibility of the Customer to safeguard itself against unauthorised access to the Service.
4.4 The Customer is responsible for having compatible user equipment and sufficient internet capacity and speed to ensure that the Service will function optimally.
5.1 If the Customer has the right to use the Service via an accountant, the Customer shall contact the accountant for technical support and accounting assistance. Oth-erwise, the Customer has access to technical support from PowerOffice.
6. DATA STORAGE
6.1 PowerOffice will store the Customer’s data, including accounting materials that are uploaded to, and generated in, the Service in a secure manner in accordance with applicable accounting legislation. PowerOffice will only share the Customer’s data with third parties to the extent necessary to deliver the Service as assumed or where it is subject to a duty of disclosure pursuant to an Act, court order or other order.
6.2 PowerOffice maintains a customer database with information about the Custom-er, including general information and statistics pertaining to the Customer’s use of the Service. The purpose of the customer database is to further develop and op-timise the Service according to the customers’ needs. The Customer database will not be accessible by anyone other than PowerOffice and its subcontractors.
7.2 PowerOffice’s provision of the Service may also involve processing personal data on behalf of the Customer, such that PowerOffice acts as a data processor for the Customer. The following terms and conditions shall apply to PowerOffice’s processing of personal data on behalf of the Customer:
• PowerOffice shall only process the Customer’s personal data to the extent necessary to ensure contractual delivery of the Service and in accordance with the Customer’s documented instructions. In this regard, PowerOffice may process personal data related to Customer’s employees, suppliers, cus-tomers and others included in the data that the Customer uploads to, and generates in, the Service.
• PowerOffice shall implement and, upon request, document the technical and organisational measures that are necessary to achieve a proper level of se-curity in accordance with applicable data protection legislation. PowerOffice shall also assist the Customer with implementing such measures.
• Should PowerOffice learn of a breach of data protection security, it shall, without undue delay, notify the Customer about it in accordance with applica-ble data protection legislation. The customer is responsible for notifying the Norwegian Data Protection Authority and/or the data subject. PowerOffice shall assist the Customer with meeting the requirements stipulated for the Customer’s handling of breaches of data protection security.
• PowerOffice shall, without undue delay, notify the Customer of any enquiries from the data subjects and shall assist the Customer with answering them.
• PowerOffice has the right to use the subcontractors specified in the Service. PowerOffice will notify the Customer before starting to use new subcontrac-tors. PowerOffice shall enter into its own written data processing agreements with its subcontractors, in accordance with applicable data protection legisla-tion.
8.1 Information that the parties become aware of in connection with the Customer’s use of the Service shall be treated confidentially and not be made available to third parties without the consent of the other party. The parties shall take the precautions necessary to ensure that unauthorised parties do not have access to confidential information.
8.2 The duty of confidentiality does not apply to information that is generally known or is available elsewhere without this being due to any misconduct on the part of the other party or a third party. The duty of confidentiality does not apply when a duty of disclosure applies due to the law or a court decision.
8.3 Breaches of confidentiality shall be considered material breaches of the Terms of Service. The duty of confidentiality also applies after the Customer’s use of the Service ends.
9. COMMUNICATION AND NOTIFICATIONS
9.1 General information about the Service, including information about new functions, price changes or planned maintenance, will be provided in the Service, on PowerOffice’s website or by email. Notifications that concern the Customer spe-cifically and information of particular importance, for example information relat-ing to security and privacy, will be sent by email.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 PowerOffice owns all the intellectual property rights associated with the Service, including source code, databases, design and data compilation.
10.2 The Customer owns the rights to its own data.
11. USAGE RESTRICTIONS
11.1 If the Customer infringes upon PowerOffice’s intellectual property rights or oth-erwise improperly exploits its user permissions in a manner that may damage PowerOffice, or materially breaches the Terms of Service, PowerOffice may, with immediate effect, suspend the access of the particular user and/or the Cus-tomer.
11.2 If breaches of payment obligations are not remedied upon receipt of a reminder and a warning about suspension, PowerOffice may suspend the Customer’s ac-cess to the Service. Access to the Service will be reopened on the first business day after PowerOffice has received correct payment.
11.3 If the Customer’s access to the Service is, pursuant to clause 11, suspended for more than three months, the Customer’s right to use the Service will automatical-ly terminate, cf. clause 13.
12. POWEROFFICE’S LIABILITY
12.1 The Customer must report errors, deficiencies and losses immediately, and by no later than 14 days after it became aware of the situation. If a complaint is not submitted by the deadline, the Customer loses its right to advance a claim for any possible remedies for breach of contract.
12.2 PowerOffice will endeavour to correct errors in the Service as quickly as possible. If the error results in a material reduction in the Customer’s ability to use the Service, and PowerOffice does not, within a reasonable period of time, remedy the error, the Customer may terminate its right to use the Service and claim a proportionate refund of the fees paid (price reduction). The Customer is not enti-tled to make any other claims against PowerOffice as a result of errors in the Service.
12.3 PowerOffice shall under no circumstances be liable for the Customer’s indirect or consequential losses, including loss of data or customers, business interruptions, deprivation, lost earnings or claims for payment of taxes or duties. In all circum-stances, PowerOffice’s liability is limited to a maximum amount equivalent to one year’s fees for the Customer’s right to use the Service.
12.4 The above limits on liability do not apply if damage has been caused wilfully or through gross negligence on the part of PowerOffice.
13.1 The Terms of Service shall apply for as long as the Customer uses the Service.
13.2 Upon termination of the Customer’s right to use, PowerOffice will, for a period of up to 12 months, make the Customer’s data available for transfer to another storage location. The Customer’s data will thereafter be deleted.
14.1 PowerOffice may change the Terms of Services when this is deemed necessary. The Customer will be notified of the change when it next logs in and cannot con-tinue to use the Service until the change is accepted.
15. CHOICE OF LAW AND DISPUTE RESOLUTION
15.1 The Terms of Service shall be governed by Norwegian law.
15.2 Any dispute that may arise in connection with the Terms of Service, and that is not resolved through negotiations, shall be dealt with by the ordinary courts, with Salten District Court as the legal venue.
APPENDIX 1: SUBSCRIPTION TERMS AND CONDITIONS FOR INDEPENDENT END CUSTOMERS
The following Subscription Terms and Conditions apply to independent End Customers that establish their own subscription to the Service without going through a PowerOffice Part-ner. The Subscription Terms and Conditions supplement the general Terms of Service.
1. ESTABLISHMENT OF USER PERMISSIONS AND THE ROLE OF ADMINISTRATOR
1.1 The End User gains access to the Service by registering its subscription in the Service and creating a personal user with administrator permissions (“Administrator”).
1.2 The Administrator shall register the modules in the Service that shall be activated for the End Customer and establish user permissions for the people at the End Customer who will use the Service. The Administrator can change the End Cus-tomer’s active modules and can terminate the End Customer’s right to use the Service by deactivating all active modules.
1.3 The Administrator is responsible for ensuring that it has the necessary authorisa-tion to act on behalf of the End Customer in relation to the Service, including for establishing, changing and terminating subscriptions, setting up user permissions and receiving notifications in the Service.
1.4 If necessary, the Administrator can transfer its role to a new Administrator. Fur-thermore, the End Customer can ask PowerOffice in writing to transfer the role of Administrator to a new, named person.
2. PRICES AND TERMS OF PAYMENT
2.1 After the End Customer has registered its subscription in the Service, a 30-day free trial period will commence. Upon expiry of the trial period, fees will be charged in accordance with PowerOffice’s current price list, which is available at https://poweroffice.no/.
2.2 Fees will be billed monthly, with a 10-day deadline for payment.
2.3 Prices may be adjusted without notice at the start of each year in accordance with the change in the consumer price index (main index). Otherwise, prices can be adjusted with a minimum of one month’s written notice.
3. BREACHES OF PAYMENT OBLIGATIONS
3.1 In case of late payment, penalty interest will be charged in accordance with the Norwegian Act relating to Interest on Overdue Payments, Etc. Reference is also made to clauses 11.2 and 11.3 of the Terms of Service concerning the suspen-sion and termination of the right to use due to breaches of payment obligations.
4. TRANSFER TO A POWEROFFICE PARTNER
4.1 The End Customer can transfer its subscription to the Service to a PowerOffice Partner such that the End Customer is granted the right to use the Service via the Partner. Such a transfer entails the Partner administering the End Customer’s right to use the Service and assuming liability for payments associated with the Service. The End Customer’s use of the Service will continue to be governed by the Terms of Service.