GENERAL TERMS AND CONDITIONS OF PURCHASE

1. OUR RELATIONSHIP WITH YOU

1.1    Å Insite AS is a company providing reliable energy data using cutting-edge technology and has developed an energy consumption monitoring and analysis service consisting of hardware sensors ("Hardware") and a cloud-based data-as-a-service platform ("DaaS"), which enables insight into energy consumption on which to base consumption- and cost-reducing measures (the "Services").

1.2    These terms and conditions (hereinafter referred to as "Terms and Conditions") govern the relationship between Å Insite AS ("AIAS", "us" or "our") and our customers' (the "Customer", "you" or "your"), each of which a "Party" and jointly referred to as the "Parties", when ordering the Services through our online ordering system or any other channel that can be used to order products or services from AIAS (the "AIAS Portal"). 

1.3    By submitting an order through the AIAS Portal, the Customer accepts, and accepts to be bound by, these Terms and Conditions and to abide by the regulations set out herein for all matters concerning or related to the Customer's purchase of the Services (including, where applicable, Hardware) through the AIAS Portal. By submitting an order in the AIAS Portal, you confirm that you have all necessary authorizations to accept these terms on behalf of the organization you represent.  

1.4    These Terms and Conditions, together with any other terms and conditions presented to you in the AIAS Portal and as otherwise incorporated by reference herein, constitutes a legally binding agreement between you and AIAS, regarding your purchase of Services from AIAS. 

2. OUR DELIVERY MODELS

2.1    These Terms and Conditions apply to Services comprising the provisioning of Hardware and subscriptions to the DaaS platform and related installation and maintenance services ("Subscriptions") from AIAS. 

2.2    AIAS offers different purchasing models for the Services, including Subscriptions including Hardware, maintenance and DaaS provisioning (the "Full Subscription Model"), or as DaaS provisioning and maintenance Subscriptions combined with a purchase of the required Hardware components (the "Owned Hardware Model"). Further information regarding AIAS' Subscriptions and purchasing options are available in the AIAS Portal and/or the current AIAS sales presentation.

2.3    Subscriptions and Hardware are either sold to the end recipients of the Services ("End-Customers") through AIAS' network of partners, who have been onboarded and authorized to do so by AIAS ("AIAS Partners"), or directly to End-Customers subject to onboarding to the AIAS Portal. 

2.4    Except where otherwise is expressly stated herein, these Terms and Conditions apply irrespective of your chosen Subscription model, and whether you are a Customer of AIAS in your capacity as an AIAS Partner or an End-Customer. 

2.5    If you are acting in your capacity as an End-Customer, you accept and undertake to comply with and provide the obligations and contributions required to be procured from the End-Customer under these Terms and Conditions as a direct obligation upon the organization you represent, in addition to the general obligations of the Customer hereunder.

3. AIAS TERMS OF SERVICE

3.1    Clauses 5 (Your use of the Services), 6 (Changes to the Terms of Service) and 7 (Duration, suspension and termination) of the AIAS terms of service (the "Terms of Service"), as made available on the AIAS website and quotes  and each clause as amended, succeeded or replaced in accordance with clause 6 (Changes to the Terms of Service) of the Terms of Service, shall apply to the Customer's use of Services purchased under these Terms and Conditions.  

4. NON-EXCLUSIVITY 

4.1    If you are an AIAS Partner, you are granted a right to purchase and use the Services as part of your commercial offering to End-Customers. 

4.2    The relationship between AIAS Partners and AIAS under these Terms and Conditions is of a non-exclusive nature, it being understood that AIAS is free to sell the Services and related offerings to other Customers, including Customers providing the same or similar services to yourself.   

5. THE SERVICES

5.1    A general description of the Services, their features and functionality is available on AIAS' website. 

5.2    The Customer accepts that AIAS may make any such further developments, alterations or changes to the Services, its technical infrastructure, or any other parts of the Services, as are deemed necessary or appropriate by AIAS in its sole discretion, provided that such changes shall not result in the removal of functionality or degradation in performance of the Services for the Customer.

5.3    The Customer further accepts that AIAS may, by written notice to the Customer, update or amend any documents available on AIAS' website and in the AIAS Portal to reflect such changes to the Services implemented by AIAS. 

5.4    AIAS may at any time change the name of, or otherwise re-brand, the Services and any logos or marks associated therewith at its sole discretion.

5.5    AIAS may revise the Subscription models and purchase options offered for the Services (e.g. by offering new types of subscriptions or amended pricing models) at its discretion, without affecting the validity of Subscriptions already purchased by the Customer. AIAS may also introduce subscriptions for new Services. New or revised subscriptions or pricing models for the Services will be made available in the AIAS Portal and/or the current AIAS sales presentation. 

6. ORDER OF PRECEDENCE, AND LANGUAGES

6.1    Order of precedence

6.1.1    The documentation provided in the AIAS Portal in connection with the Customer's order form an integral part of these Terms and Conditions with respect to the rights and obligations of the Parties hereunder. Unless otherwise expressly stated, these Terms and Conditions shall prevail in the event of conflicts or inconsistencies between the aforesaid. 

6.1.2    Other documents prepared to support the delivery of the Services shall not change the scope or content of the agreement between you and AIAS.

6.1.3    Except as expressly provided for in these Terms and Conditions, the Terms and Conditions may not be varied except by an agreement in writing expressed to vary these Terms and Conditions signed by the duly authorized representatives of both Parties.

6.2    Languages 

6.2.1    These Terms and Conditions and all related documents, instruments, and other materials relating hereto shall be in the English language and, notwithstanding their translation into Norwegian or any other language for information purposes, the English language version shall in all circumstances prevail.

6.2.2    The Parties acknowledge and agree that the English language version of these Terms and Conditions is and shall be considered the true representation of the Parties' intent, commitments, rights, and obligations and that only the English language version may be invoked in respect thereof.

7. GENERAL OBLIGATIONS OF THE PARTIES 

7.1    Customer obligations

7.1.1    The Customer shall adhere to the terms set out herein in connection with its purchases through the AIAS Portal.  

7.1.2    If you are an AIAS Partner incorporating your use of the Services in the services you provide to End-Customers, you shall be responsible toward the End-Customers for all direct End-Customer interactions in respect of the Services or any data or analyses derived therefrom.

7.1.3    The Customer shall use its own software and methods for processing data provided in accordance with Clause 7.2.3 and shall be responsible for any further analyses and applications thereof. 

7.1.4    The Customer shall (i) procure for AIAS the necessary access to the Site(s) (as defined in Clause 7.2.2) for AIAS to perform its obligations pursuant to Clause 7.2.4 within a reasonable time and at the latest within two (2) months of ordering a Subscription; and (ii) facilitate the necessary lines of communication between AIAS and the End-Customer in this respect and for information purposes regarding Hardware components with AIAS ownership; and (iii) register the End-Customer's contact details as specified in the AIAS Portal at the time of order. If the Parties have agreed that AIAS shall not be responsible for the installation, the Customer shall ensure that the hardware components are installed on the Site(s) within two (2) months. 

7.1.5    If the Customer is an AIAS Partner (i) the Customer shall have in place its own contracts with the End-Customers governing its provision of services and the incorporation of the Services therein, and be solely responsible toward the End-Customers for the fulfillment of such contracts; and (ii) the Customer's End-Customer contracts shall incorporate terms safeguarding AIAS' rights pursuant to these Terms and Conditions including, without limitation, as set out in Clauses 11 and 12, and the Customer shall not under any circumstances agree to End-Customer terms more restrictive towards AIAS than the terms set out herein.

7.1.6    The Customer is responsible for ensuring that the invoicing details registered in the AIAS Portal are accurate and correct at all times.  

7.2    AIAS obligations

7.2.1    Conditioned upon the continued and timely payment of the applicable Fees (as defined in Clause 10.1.1), AIAS shall provide the Customer with access to the DaaS platform and all necessary sensor Hardware for installation at the Site(s).

7.2.2    Unless otherwise agreed, AIAS' provision of access to the Services pursuant to Clause 7.2.1 will consist of granting access to an application programming interface ("API"), and the continuous provision to the Customer of disaggregated data collected from Hardware sensors installed on the End-Customers' premises (the "Site(s)") from the DaaS platform. 

7.2.3    To verify a data point at the initial startup of a new site installation there must be values streaming from the sensor or data source. Data points lacking values at this stage will not be present in the API until values are received and can be verified. Examples can be equipment that is not used on daily basis like A/C, snow melting arrangements or other seasonal power consumption.

7.2.4    AIAS can, on the Customers request, include the installation cost of the Hardware components of the Services on the Site(s) for which the Customer has purchased subscriptions. Consideration for such installation will is such cases be  included in the Subscription Fee (as defined in Clause 10.1). Unless otherwise agreed between the Parties, AIAS is responsible for the continued maintenance of the Service Hardware and software components for the duration of the Subscription Term (as defined in Clause 10.2).

7.2.5    If the Customer is responsible for the installation, the Customer shall bear all costs associated with such installation and shall ensure that the installation is carried out in accordance with AIAS' applicable installation guidelines. AIAS shall under no circumstances be liable for any loss, defect, unavailability or breach resulting from the Customer, or its third party installation partner, not having carried out the installation in accordance with the installation guidelines. In any case, AIAS will offer installation assistance to the Customer and its third party installation partners. Such installation assistance will be invoiced in accordance with AIAS' offer in each case.

7.2.6    AIAS shall provide the Services in accordance with the requirements of the applicable service level agreement (the "Service Level Agreement" or "SLA"), as made available on AIAS' website. 

8. OWNERSHIP OF HARDWARE AND TRANSFER OF RISK

8.1    If you have purchased the Services under the Full Subscription Model, the Hardware is provided on an as-a-service basis, meaning that no ownership in the Services or the Hardware components is transferred to the Customer.

8.2    If the Services are purchased under the Owned Hardware Model, the Customer purchases and assumes ownership of the Hardware included in the relevant Subscriptions upon payment of the Hardware Fee.

8.2.1    If the Hardware components are installed on the Site(s) by AIAS, the transfer of risk for the Hardware will take place as of each Hardware components' time of installation. If the Parties have agreed an alternative installation arrangement, the transfer of risk will take place upon delivery of the Hardware.  

9. DISCLAIMER OF WARRANTIES

9.1    With the exception of the requirements pursuant to the SLA cf. Clause 7.2.6, and to the extent permitted by applicable law, any access granted to the Services to the Customer and End-Customers by AIAS is provided on an "as is" and "as available" basis only. AIAS makes no representations or warranties regarding the usefulness or effectiveness of the Services or the results the Customer may obtain by using the Services. Nor does AIAS make any representations or warranties that the Services will be uninterrupted, error-free, that it is completely secure or that the data provided by the Services will be completely accurate or represent a complete picture of the End-Customers' energy consumption.

9.2    The Customer's sole remedy with respect to any defects or errors in the Services shall be AIAS' obligation to use all commercially reasonable efforts restore the service in accordance with the SLA, and to re-perform and deliver again the affected parts of the Services to bring it into compliance with the service descriptions made available by AIAS as soon as reasonably possible.

9.3    AIAS undertakes no warranties and makes no promises with respect to any Hardware components beyond the general conditions of warranty and  product specifications offered for the Hardware by the respective manufacturers.

10. COMMERCIAL TERMS

10.1    Prices

10.1.1    In consideration of the Services, the Customer shall pay to AIAS the recurring Subscription fees in accordance with the prices set out for each of the Customer's orders in the AIAS and/or the current AIAS sales presentation Portal (the "Subscription Fee") for the duration of the Subscription Term (as defined in Clause 10.2 below). Under the Owned Hardware Model, an additional fee for the purchase of the Hardware components (the "Hardware Fee") will apply in addition to the Subscription Fee. The Hardware Fee and the Subscription Fee are jointly referred to herein as the "Fees".

10.1.2    Unless otherwise explicitly stated when placing an order in the AIAS Portal, the Subscription Fee includes all such Hardware maintenance and software maintenance as is necessary for the Services to function as intended. Replacement of Hardware that has become damaged or otherwise defective due to external forces (including, but not limited to, impacts, water exposure, faulty electrical systems etc.) or other factors not covered by the Hardware manufacturer's warranty cf. Clause 9.3 is not included and will be invoiced separately.

10.2    Subscription Term and termination

10.2.1    Each Subscription purchased by the Customer through the AIAS Portal has a fixed term as indicated when placing the order in the (the "Initial Subscription Term"). If no Initial Subscription Term is set out in the order, the Initial Subscription Term for the Subscription shall be three (3) years. After the expiry of the Initial Subscription Term, the Subscription will continue indefinitely on an ongoing basis and subject to a monthly Subscription Fee until it is terminated by either Party by giving three (3) months' written notice thereof. The entire duration of the Subscription, including the Initial Subscription Term and the period thereafter until it is terminated is referred to herein as the "Subscription Term".

10.2.2    If, during a Subscription Term, the Customer upgrades, downgrades or expands the Subscription with new or improved components, features, services or functionality, the Subscription Term shall renew for a new Initial Subscription Term as of the date the Subscription is upgraded, downgraded or expanded.

10.2.3    Upon the termination of a Subscription subject to the Full Subscription Model in accordance with Clause 10.2.1, the Customer shall uninstall and return to AIAS all Hardware components installed on the Site(s) covered by the terminated Subscription. Uninstallation shall always be performed in accordance with AIAS' specifications and the Customer may only use certified electricians in the performance of such work. AIAS may alternatively and in its discretion instruct the Customer to leave the Hardware components installed, or uninstall and dispose of all or parts of the Hardware components in lieu of returning them to AIAS.

10.2.4    Notwithstanding Clause 10.2.1 and with respect to Subscriptions subject to the Full Subscription Model, if the Hardware components are not returned to AIAS in accordance with Clause 10.2.3 within the expiry of the three (3) month notice period, the Subscription Term will continue and remain subject to the Subscription Fee until such a time as AIAS has received in its possession the Hardware components in question.

10.3    Invoicing and Payment terms

10.3.1    AIAS will invoice the Customer in advance at the intervals set out when placing the order in the AIAS Portal. If no other invoicing schedule is set out in the AIAS Portal, the Subscription Fee will be invoiced on a monthly basis. Unless otherwise set out in the Customer's order, the first Subscription Fee will be invoiced as of the time the Hardware components are installed on each Site, provided that the installation is completed within the deadline set out in Clause 7.1.4. In the event that the Hardware components are not installed by this deadline, AIAS will commence invoicing the Subscription Fee as of the expiry of the deadline. The Hardware Fee will be invoiced upon installation or delivery of the Hardware components (as applicable). All invoices issued by AIAS to the Customer shall fall due for payment fourteen (14) days from the date set out on the invoice.

10.3.2    All invoices will be addressed as specified by the Customer cf. Clause 7.1.6. 

10.3.3    If the Customer does not pay within the agreed time, AIAS shall be entitled to interest on any overdue amount in accordance with Act no. 100 of 17 December 1976 concerning interest on late payments, etc. (the Norwegian Interest Act). 

10.3.4    AIAS reserves the right to assign, sell or otherwise transfer each and all claims and invoices relating to payment of the Subscription Fee or the Hardware Fee to third parties (factoring). 

10.4    Price adjustments for active Subscriptions

10.4.1    The Subscription Fee for active Subscriptions may be adjusted at the beginning of each calendar year by an amount equal to the increase in the retail price index (the main index) of Statistics Norway during the course of the preceding calendar year.

10.4.2    The Subscription Fee for active Subscriptions may also be adjusted to the extent that rules or administrative decisions pertaining to public taxes are amended in a way that affects AIAS' costs of providing the Services. In such cases, AIAS must notify the Customer, documenting the reason for the increase in the Subscription Fee. The price changes will take effect from the Customer’s receipt of the notice set out in the preceding sentence.

10.5    Other changes to the Subscription Fee

10.5.1    AIAS may, at its discretion, change the Subscription Fee for new Subscriptions or the structure thereof from time to time in the AIAS Portal. Current prices are available upon ordering.

10.6    Other costs 

10.6.1    Other than as set out above in this Clause 10 and in the price lists made available in the AIAS Portal, each Party shall carry its own costs in connection with the provision and receipt of the Services.

11. INTELLECTUAL PROPERTY RIGHTS

11.1    All Intellectual Property Rights belonging to a Party prior to the Customer's purchase of the Services through the AIAS Portal shall remain vested and remain the property of that Party. 

11.2    For the purposes of these Terms and Conditions, "Intellectual Property Rights" means all rights of industrial or intellectual property including, inter alia rights to, (i) patents, processes inventions, manufacture methods, techniques, methods and technology (whether patentable or not), all other rights to inventions, ideas, concepts; (ii) know-how, trade secrets, business models, rights in goodwill and other Confidential Information; (iii) copyrights and other authors' rights (e.g. in computer software, code and documentation), design rights, models, drawings database rights and technical information of all kinds; (iv) trademarks, trade names, service marks, trade-, business- and domain names, logos; and (v) other rights of a similar kind whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

11.3    All right, title and interests, including all Intellectual Property Rights, in and to (i) the DaaS platform and all other parts of the Services; (ii) new functionalities of the Services; (iii) aggregate data concerning the use of the Services; (iv) new and/or improved products, services and other materials resulting from AIAS' processing of the Service Data (as defined below) in accordance with Clause 12.2; and (v) any APIs created to accommodate the integration of the Services with other software, and other developments designed to facilitate the interaction between the two, is and shall remain the sole property of AIAS or its licensors (as applicable).

11.4    To the extent required under applicable law, the Customer hereby assigns to AIAS the ownership of any and all Intellectual Property Rights related to the Services as set out in Clause 11.3 created during the Subscription Term, in full, including the right to amend and further assign, and without any payment to Customer.

11.5    The Customer agrees that AIAS is free to use any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Customer pertaining to AIAS' Intellectual Property Rights for the purpose of refining and/or further developing said Intellectual Property Rights, free of any encumbrances and without affecting AIAS' rights therein or ownership thereof.

12. LICENSE GRANTS

12.1    Service license

12.1.1    AIAS hereby grants the Customer for the duration of the Subscription Term a non-exclusive, non-transferable license to access and use the Services for the Customer's own use and, where the Customer is an AIAS Partner; for the purposes of providing services based on the Services to End-Customers. 

12.2    Data license

12.2.1    The DaaS platform extract certain types of production and diagnostic data generated by Hardware sensors and data collection capabilities in the Services and connected systems and hardware, related to energy consumption, other relevant sensor data and the use of the Services (collectively, "Service Data"). 

12.2.2    To the extent applicable, the Customer hereby grants to AIAS a perpetual, non-exclusive, non-revocable, royalty-free and worldwide license to collect, aggregate, store, process, transmit, analyze and use the Service Data to (i) provide the Services and support relating to the Customer's and the End-Customers' use of the Services; (ii) improve AIAS' products and services; and (iii) create new products and services based on processed Service Data. 

12.2.3    Where the Customer is an AIAS Partner, the Customer is responsible for obtaining sufficient rights from the End-Customers to give effect to  Clause 12.2.2 for AIAS to use the Service Data. 

12.3    White labelling by AIAS Partners

12.3.1    If the Customer is an AIAS Partner offering the Services to End-Customers with customer-facing interfaces or hardware components branded with the AIAS Partner's own designs, trade- or business marks and other identifiers of the AIAS Partner's established brand, the Customer shall bear all costs connected to such branding, etc. 

12.3.2    If applicable, the Parties agree that AIAS shall be entitled to label any potential AIAS Partner-branded version of the Services with identifying information, such as AIAS' name and/or logo or the name(s) and/or logo(s) of its products and services.

12.3.3    If relevant, any design components created for the potential AIAS Partner-specific branding using the AIAS Partner's marks, logos or names subject to the AIAS Partner's Intellectual Property Rights shall be the property of the AIAS Partner, and the AIAS Partner hereby grants to AIAS a license to use such Intellectual Property Rights for the purpose of providing the AIAS Partner-branded version of the Services for the duration of all active Subscriptions.

13. INDEMNIFICATION

13.1    The Customer shall indemnify and hold harmless AIAS against any and all losses, liabilities and expenses (including reasonable attorneys' fees) suffered or incurred by AIAS by reason of (i) any third party claim, suit or proceeding ("Claim") arising out of or relating to the Customer's use of the Services, including any output or other results produced by such use; and (ii) where the Customer is an AIAS Partner; the Customer's breach of Clause 7.1.5.

13.2    AIAS agrees to indemnify, defend, and hold harmless the Customer from and against any and all losses, liabilities and expenses (including reasonable attorneys' fees) resulting from or arising out of any Claim that AIAS is infringing the Intellectual Property Rights of a third party in offering the Services with the exception of such Claims arising out of the Customer's breach of Clause 12.2.3 (where applicable). 

13.3    The Customer agrees to indemnify, defend, and hold harmless AIAS from and against any and all losses, liabilities and expenses (including reasonable attorneys' fees) resulting from or arising out of (i) any breach by the Customer of the obligations incorporated under Clause 3.1; and (ii) any Claim that the Customer's use of the Services is infringing the Intellectual Property Rights of a third party.

14. LIMITATIONS OF LIABILITY

14.1    Subject to Clause 9.2, the a Party in breach of its obligations under these Terms and Conditions shall be liable for direct losses in accordance with the general principles of applicable law.

14.2    Except as expressly provided for in these Terms and Conditions, neither Party shall in any event be liable towards the other for any indirect losses. Indirect losses include, but are not limited to, lost profits of any kind (with the exception of the fees payable by the Customer pursuant to Clause 10), lost savings or claims from third parties. AIAS' total aggregate liability arising out of or relating to the provisioning of the Services is limited to an amount equivalent to the (i) Subscription Fees paid to AIAS by the Customer for the affected Subscription(s) during the last twelve (12) months prior to the date of the claim; or (ii) if the Customer has pre-paid for a longer Subscription Duration, a proportional amount equal to and representing twelve (12) months of Subscription, in each case excluding value added tax (VAT).

14.3    The limitations set out in Clause 14.2 shall not apply to losses incurred as a result of gross negligence or willful misconduct, or to Claims subject to the Parties' indemnification obligations under Clause 13. 

15. CONFIDENTIALITY

15.1    Duty of Confidentiality

15.1.1    The Parties, their employees and any third parties acting on their behalf are obliged to keep confidential any Confidential Information.

15.1.2    For the purposes of these Terms and Conditions, "Confidential Information" means any information (in whatever form communicated or maintained, whether orally, electronically or documentary, computer storage or otherwise) provided by a Party or anyone acting on its behalf, including employees, officers, directors and advisors, to the other Party in connection with the provisioning and receipt of the Services under these Terms and Conditions.

15.1.3    The confidentiality obligation does not apply to (i) information that is or becomes generally known or readily available to persons within the circles that normally deal with the kind of information in question; (ii) information that already was in the receiving Party's possession prior to the effective date of these Terms and Conditions; or (iii) information developed by a Party independently of any Service Subscriptions. 

15.1.4    A Party may disclose Confidential Information insofar as this is prescribed by law or regulations, pursuant to an order issued by the competent authority, or to the extent strictly necessary for a Party to exercise its rights or fulfill its obligations under these Terms and Conditions.

15.1.5    The Confidential Information of the other Party may only be used for the purpose for which the Confidential Information was received, and only to the extent necessary to achieve this purpose.

15.2    Duration of the confidentiality obligation

15.2.1    The confidentiality obligation shall apply for the duration of the Subscription Term, and for a period of three (3) years thereafter. However, the confidentiality obligation shall continue to apply to any Confidential Information not deleted or returned within such three (3) year period for as long as such Confidential Information is in the receiving Party's possession. 

15.3    Precautions 

15.3.1    The Parties shall take the necessary precautions to prevent third parties from obtaining access to Confidential Information and shall not share Confidential Information with any third party, except as explicitly provided for in these Terms and Conditions or with the express written consent of the other Party. 

16. TERM AND TERMINATION 

16.1    These Terms and Conditions shall apply in full to each order placed in the AIAS Portal as of the time the order is placed, and remain in force until the termination or expiry of each Subscription comprised by such order (the "Term").

16.2    In the event of the Customer's material breach of these Terms and Conditions, AIAS may terminate the Subscription(s) purchased by the Customer with immediate effect. 

16.3    Upon the termination or expiry of the Subscriptions, for whatever reason, the license granted to the Customer pursuant to Clause 12.1.1 shall terminate automatically and the Customer shall cease any further use of the Services. Further, the Customer shall, at AIAS' request and in accordance with AIAS' instructions, uninstall, return or destroy any and all material owned by AIAS in the Customer's and/or the End-Customer's possession. 

17. MISCELLANEOUS

17.1    Force Majeure. If an extraordinary situation outside the control of the Parties should occur, which makes the performance of the obligations under these Terms and Conditions impossible, and which under applicable law must be classified as force majeure ("Force Majeure" situations), the other Party shall be notified of this as soon as possible. The obligations of the affected Party shall be suspended for as long as the Force Majeure situation prevails. The corresponding obligations of the other Party shall be suspended for the same period. The aforesaid does not apply in respect of any payment obligations pursuant to Clause 10). In Force Majeure situations, the other Party may only terminate the Subscriptions with the consent of the affected Party, or by giving fifteen (15) calendar days' notice if the Force Majeure situation prevails for more than ninety (90) calendar days. 

17.2    Entire Agreement. These Terms and Conditions, including any other terms and conditions presented to you in the AIAS Portal and as otherwise incorporated herein by reference, represent the entire understanding, and contain all the terms agreed between the Parties regarding the subject matter contemplated herein, and supersede and replace any prior agreement, understanding or arrangement between the Parties, whether oral or in writing, regarding the same subject matter. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to these Terms and Conditions except as expressly stated herein.

17.3         Cybersecurity. The Customer will, and shall procure that the End-Customers will, take appropriate measures to ensure an adequate level of information security associated with the use of the Services. Where the use of the Services necessitate digital interfaces between the Services and the Customer or the End-Customers, or systems or applications made available by the Customer or the End-Customer, the Customer shall implement and maintain adequate and industry-standard cybersecurity measures and incident response procedures in accordance with best practices. Upon becoming aware of any breach of security or other incident which may affect the Services or AIAS, the Customer shall notify AIAS thereof without undue delay.

17.4    Survival of obligations. Any obligations or other provisions which, due to their nature, are intended to extend beyond the expiry or termination of these Terms and Conditions shall survive such termination or expiry. 

17.5    Assignment. No Party shall, in full or in part, without the prior written consent of the other Party, assign or transfer all or any of its rights or obligations under these Terms and Conditions to a third party. Notwithstanding the aforesaid, AIAS may, subject to reasonable notice, assign or transfer its rights or obligations set out herein (i) to an affiliate within its company group, including to any subsidiaries, sister companies or parent company; and (ii) in the event AIAS sells, transfers, or disposes of all or substantially all of its assets, or a specific line or segment of its business to which these Terms and Conditions relate; to a third-party purchaser. 

17.6    No waiver. If a Party fails or otherwise neglects to enforce a provision of these Terms and Conditions, this shall not be deemed to affect the validity of any part of the Terms and Conditions, constitute a waiver of the Party's rights under the provision in question or prejudice that Party's right to take subsequent action pursuant thereto. 

17.7    Notices. With the exception of day-to-day routine communications, all notices between the Parties shall only be considered validly given if made in writing and addressed to the other Party as set out in the AIAS Portal.

17.8    Severability. If any provision of these Terms and Conditions is, or at any time becomes, unenforceable, illegal or invalid under applicable law, the other provisions of these Terms and Conditions shall remain unaffected thereby, and the Parties shall in good faith replace such severed provision with an alternative achieving the same commercial intention (to the extent possible).

18. GOVERNING LAW AND DISPUTE RESOLUTION

18.1    These Terms and Conditions shall be exclusively governed and construed in accordance with the laws of Norway without regard to principles of conflicts of law. 

18.2    Any dispute, controversy or claim arising out of or in connection with these Terms and Conditions, which cannot be settled amicably through negotiations between the Parties, shall be settled by arbitration in Oslo, Norway, in accordance with the Norwegian Arbitration Act of 2004.