- “Agreement” means these terms & conditions, applicable Purchase Order(s), the AUP and the applicable SLA.
- “AUP” means Company’s acceptable use policy posted at klikk.com’s web site.
- “Klikk Infrastructure” means the infrastructure maintained and operated by Klikk to provide Services.
- “Customer” means the entity that orders the Services and is responsible for the payment of fees under, and compliance with, this Agreement.
- “Customer Content” means any content, data, information and application provided by Customer in the course of using the Services.
- “Purchase Order” means documents that set forth the description of the Services and any additional commercial terms relating to the Services or other documents executed by the parties.
- “Service(s)” means the infrastructure services ordered by Customer under a Purchase Order.
- “Service Level Agreement” or “SLA” means, where applicable, the document attached either to this Agreement as Appendix 2 or to a Purchase Order defining the service levels applicable to that Service.
- “IaaS” means Infrastructure as a Service.
- “PaaS” means Platform as a Service.
- Other capitalized terms used herein are defined as set forth below or in the Purchase Order(s).
- Klikk provides infrastructure as a service. Customer acknowledges that, except for Customer data required for the performance of the Agreement and billing of Services, Klikk does not process any data for and on behalf of Company.
- Customer may order Services by executing the applicable Purchase Order. Purchase Order become effective when fully executed by both parties. The Services ordered are provided subject to the Agreement. This Agreement also apply to any and all subsequent Purchase Orders executed by the parties, even when this Agreement is not explicitly referenced. Unless otherwise agreed by the parties, any conflict between a Purchase Order and this Agreement will be resolved in favor of the Purchase Order.
- Klikk shall provide the Services as set forth in the Agreement. All rights in the Services are reserved to Company.
- Effective not fewer than thirty (30) days following delivery of notice, Klikk may modify components of or discontinue any Service if such change is generally applicable to all customers. In the event of such a modification, Customer may terminate the applicable Purchase Order without termination charge if Klikk fails to remedy a material decrease in the functionality of the affected Service within thirty days of written notice from Customer.
- Customer shall be responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup its accounts and Customer Content in a manner that will provide appropriate security and protection and routinely archiving Customer Content.
- Customer shall be solely responsible for any Customer Content including without limiting compliance with intellectual property and data privacy laws and regulations. Customer warrants and represents that (a) Customer Content and (b) Customer’s and (c) end users’ use of (i) Customer Content or (ii) the Services will not violate (1) any of the terms of this Agreement, (2) any applicable law or (3) the AUP.
- Customer shall be responsible for end users’ use of Customer Content and the Services. Customer will ensure that all end users comply with Customer’s obligations under this Agreement and that the terms of Customer’s agreement with each end user are consistent with this Agreement. If Customer becomes aware of any violation of its obligations under this Agreement caused by an end user, Customer will immediately suspend access to Customer Content and the Services by such end user. Klikk does not provide any support or services to end users.
- Each party shall perform its obligations as set forth in this Agreement. Except as expressly permitted in a particular Purchase Order, Customer shall not resell the Services to a third party nor enter into any similar relationship with a third party to enable the purchase or use of the Services through Customer.
- Fees, Payment Terms, Taxes
- Unless otherwise provided in a Purchase Order, fees are calculated and invoiced monthly in arrears. When ordering online, payment options are Visa, Mastercard, and Account. When paying by card, you will receive an email With Your order confirmation and receipt for Your purchase. All invoices are due at the invoice date. Customer shall pay for the Services set forth in the Purchase Order within thirty (30) days of invoice date. All prices are, and all payments shall be in Euros. We collect VAT/sales tax only in Norway. All prices on the website are excluding VAT/sales tax. There shall be no deduction in respect of any such taxes, or any offset against payment for any taxes; and all payments shall be grossed up to take account of any withholding taxes.
- Customer shall pay a late charge of one percent (1%) per month (or part of a month), or the maximum lawful rate permitted by applicable law, whichever is higher, for all amounts not paid within thirty (30) days of invoice date, plus all costs, including reasonable legal fees, incurred to collect any unpaid amounts.
- Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable are exclusive of value added and other indirect taxes. Klikk will charge, and Customer will pay applicable value added taxes that Klikk is legally obligated or authorized to collect. There shall be no deduction in respect of any such taxes, or any offset against payment for any taxes; and all payments shall be grossed up to take account of any applicable value added or other indirect taxes.
- Unless prohibited by applicable law or regulation, all invoiced amounts not disputed in writing within sixty (60) days of invoice date are deemed accepted.
- Klikk reserves the right to reasonably require payment assurance.
- After the initial Term of the applicable Purchase Order, Klikk may amend the fees for Services upon thirty (30) days prior notice if such change is generally applicable to its customers, provided that in the event that the fees are increased by 10% or more within any twelve (12) months period then Customer shall have the right to terminate its purchase of the applicable Service by providing written notice to Klikk within thirty (30) days of notification of the increase. In such event, the applicable Service shall terminate within fifteen (15) days upon receipt of termination notice by the Customer.
- Confidential Information
- This section 5 shall not apply as long as Klikk and Customer are parties to an effective non-disclosure agreement that governs the disclosure of confidential information relating to the Services.
- Any information that a receiving party knows or has reason to know to be confidential or proprietary (because such information is identified by the disclosing party orally or in writing as such or is not generally known in the relevant industry), is “Confidential Information” and shall remain the sole property of the disclosing party. The terms of any Purchase Order shall also constitute Confidential Information. Neither party shall disclose, use, modify, copy, reproduce or otherwise divulge Confidential Information of the other party, except as required by mandatory law. This section shall not apply to information where a receiving party can proof to have independently developed such information, disclosed in published publicly available materials, generally known to the public, or lawfully obtained from any third party without being bound to confidentiality.
- Neither party shall use the other party’s name, logo or marks without the other party’s prior written consent. Klikk shall be allowed to use the name and logo and marks of Customer in internal and external communication as customer reference.
- Term and Termination
- The Term of the Service is set forth in the applicable Purchase Order and automatically renews for successive terms of equal duration unless either party notifies the other of its intent to terminate prior to the expiration of the applicable Term. This Agreement shall apply as long as a Purchase Order continues to be effective. Termination of an individual Purchase Order shall not terminate any other Purchase Order. You may terminate any individual Purchase Order here http://my.klikk.com. for details on the procedure, please refer to https://klikk.com/resources/faq/#account
- Either party may terminate a Purchase Order if the other materially breaches the Agreement and such breach continues uncured for thirty (30) days following notice or such other longer period designated therein. Klikk may immediately suspend Services of all Purchase Orders for undisputed payments not received within thirty (30) days of payment due date until all outstanding payments are received by Company.
- Except for a termination by Customer as expressly permitted in this Agreement, if a Purchase Order is terminated prior to end of the Term for any reason, Customer shall pay Klikk a termination charge (which Customer acknowledges reflects a reasonable measure of actual damages and not a penalty) equal to 100% of the fees that would have become due for the remainder of the Term, in addition to all fees outstanding at the date of termination.
- Sections 4, 5, 6.3, 7, 9, 10 and 1 shall survive termination of the Agreement.
- Intellectual Property Rights
- Klikk and its licensors owns all right, title and interest in and to the Services and all related technology and intellectual property rights. Subject to the terms of this Agreement and timely payment of fees, Klikk grants Customer a limited, revocable, non-exclusive and non-transferrable right to access and use the Services. Except as provided in this clause 7.1, Customer obtains no rights under this Agreement to the Services including any related intellectual property rights.
- Customer warrants and represents that it or its licensors owns all right, title and interest in and that Customer is solely responsible for all Customer Content. Customer Content shall not be deemed part of any Service. Customer acknowledges that Klikk does not assume and should not be exposed to Customer´s business and operational risks associated with Customer Content. Customer consents to Company’s use of Customer Content to the extent required to perform the Services. Klikk shall not acquire any more rights in Customer Content as given in this Agreement and the respective Purchase Order.
- Klikk shall defend, indemnify and hold Customer harmless from and against any claim made, or any suit or proceeding brought against Customer, but only to the extent it is based on an allegation that a Service furnished hereunder directly infringes an issued patent or other intellectual property right of a country in which the Service is actually provided to Customer. If a Service is held to infringe and the use enjoined, Klikk shall have the option, at its own expense, to procure for Customer the right to continue using the Service; or replace same with a non-infringing service; or modify such Service so that it becomes non-infringing. If Klikk is unable to provide one of the foregoing remedies, Customer may terminate the applicable Service without termination charge upon written notice to Company. Klikk shall have no liability for any infringement of patents, copyrights, or other intellectual property rights resulting from Customer Content, use of the Service other than as specified in relevant Klikk documentation, or to the extent the claims arise from products or services not supplied by Company.
- Customer shall defend, indemnify, and hold Klikk harmless as a result of any claim by a third party against Klikk with respect to any Customer Content or misuse of a Service by Customer.
- The indemnified party shall (a) promptly notify the indemnifying party in writing of any claim, suit or proceeding for which indemnity is claimed, and (b) allow the indemnifying party solely to control the defense of any claim, suit or proceeding. The indemnifying party shall not enter into any settlement that imposes liability or obligations on the indemnified party without obtaining the indemnified party’s prior written consent.
- Except as set forth in an applicable SLA, the Services are provided on an ‘as-is’ basis. Except to the extent prohibited by applicable law, or to the extent any statutory rights apply that cannot be excluded, limited or waived, Klikk (i) makes no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Services, (ii) disclaims any warranty, including but not limited to any express or implied warranty of merchantability, satisfactory quality, security or fitness for a particular purpose arising out of any course of dealing or usage of trade, (iii) makes no representation that the Service will be uninterrupted, error free or free of harmful components, and (iv) makes no representation that any content will be secure or not otherwise lost or altered.
- Notwithstanding any local laws to the contrary, the parties agree that the governing language of this Agreement and any notices related hereto shall be English.
- Any notice required or permitted shall be in writing and delivered to the contact person listed on the Purchase Orders by personal delivery, established overnight courier, facsimile transmission when receipt is confirmed electronically or in writing, or certified or registered mail, return receipt requested. Such notice will be deemed to have been given as of the date it has been so delivered or deposited, or five (5) days after it has been mailed. Notwithstanding the foregoing, in case of suspension as permitted by Section 6.2 and/or the AUP, notification may be delivered by e-mail only.
- This Agreement may be changed only in writing signed by Klikk and Customer and no effect shall be given to terms set forth in any prior or subsequent Customer purchase order, confirmation or similar document. Prior agreements, representations, and statements with respect to the subject matter are superseded by this Agreement.
- The Agreement is binding upon and inures to the benefit of the parties, their respective successors in interest, legal representatives, heirs and permitted assigns.
- Each party may assign this Agreement subject to the other party’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned.
- Customer is aware that the Services may be performed by an authorized Klikk sub-contractor. Notwithstanding the sub-contracting, in relation to Customer it is solely Klikk who is responsible for the performance of its rights, duties and obligations under the Agreement and solely Klikk remains liable to Customer for any act or omission of any sub-contractor. Any act or omission of a sub-contractor shall be deemed to be an act or omission of Company.
- No failure or delay of either party to exercise or enforce any of its right operates as a waiver of any such right.
- If any provision is held unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions shall remain in effect.
- If either party is prevented from performing any of its obligations due to any cause beyond the party’s reasonable control, that party’s performance will be excused for the period of the delay or inability to perform due to such occurrence.
- The parties are independent contractors.
- The parties agree that any procurement terms or similar terms and conditions used by Customer from time to time shall have no effect.
Klikk Int AS
Organization number: 922078734