SmartDok Terms of Service

Definitions

Terms may also be used in the plural, e.g. “Parties” or “Users”.

*These terms shall have the same meaning and interpretation as in applicable privacy legislation, and are referenced here for convenience.

• General terms

These terms and conditions (the “TOS”) form part of the Service Agreements (“Agreement”) between the Parties, which also include the following agreement: 

• Data Processing Agreement
  

  Order

  1. The Customer orders the Software from SmartDok through an Order, either directly by phone, email, webpages, in-product web shops, or through a Partner with their procedures for providing Client access to the Software.
  2. The TOS are standard terms that govern the use of the Software. By: (i) placing an Order, (ii) signing the Order or the TOS, or (iii) clicking or marking “I accept”, or (iiii) accessing and using the software, the Customer understands and accepts that the Customer enters into a legally binding Agreement (as defined below) with SmartDok. Only individuals with administrative, purchasing and representation rights for their company may do so. For Trial Customers, special procedures in 2.3 apply.
  3. The following information may appear in the Order Confirmation and invoice, depending on Software:

1. The name of the SmartDok Company the Customer is contracting with. 
2. Software, Users and Modules the Customer has Ordered.
3. Fees for the Software Ordered.
4. Termination terms for a subscription or the customer relationship.
5. Any additional terms and services as agreed between the Parties.

1. Other services from SmartDok or a Partner, such as training, implementation or customisation, are not covered by the Agreement.
2. SmartDok may change the Agreement by notifying the Customer in accordance with 1.3.1 and 1.3.2, as applicable. The changes become effective as of the date set out in the relevant notice. The Customer’s continued use of the Software after the changes have become effective constitutes the Customer’s acceptance of the changes. If the Customer objects to any changes to the Agreement, the Customer may terminate the Agreement in accordance with section 4.6.1. 

• Fees 

  1. The Customer agrees to timely pay SmartDok the Fees in  accordance with the Order Confirmation.
  2. Unless otherwise agreed in writing (e.g., in sections 1.4.4 and 1.4.5), all Fees are due on the date set out in the relevant invoice and non-refundable, with no refund for unused transactions, Users, Software or remaining days in a Subscription Period. That is unless the Software availability has been significantly reduced for reasons solely attributable to SmartDok. SmartDok may at its discretion and as the sole remedy, offer a reasonable refund for Fees accrued during such period of reduced availability.
  3. Fees are exclusive of all taxes, levies and duties. Unless agreed otherwise, SmartDok will add the applicable value added tax (VAT) to the invoice.
  4. SmartDok reserves the right to change the Fees and/or the Fee model, on three months’ notice in accordance with section 1.3.1 up to two times per year for any individual Software, and on one month notice if a subcontractor increases its prices towards SmartDok. Further, SmartDok reserves the right to apply general annual price- and cost index increases without notice effective from January 1st.
  5. In the event of the Customer’s non-payment or late payment of the Fees, SmartDok reserves the right to suspend the Customer’s access to the Software or restrict the access to read-only, and charge penalty interest as permitted by law, with unpaid invoices sent to collection. If not resolved within a reasonable time, SmartDok reserves the right to terminate the Customer’s right of use to the Software c.f. 4.6.

• Notifications

  1. Information about new features, price changes or planned maintenance, will be delivered inside the Software, on the Software’s webpages, online community or by email. 
  2. Notifications regarding Order Confirmations, contract changes (other than changes mentioned in section 1.3.1), information of particular importance, security or privacy, will be sent to the Customer’s contact email. 
  3. The Customer is responsible for providing at all times up to date contact information, including a primary contact email.
  4. All notices are deemed notified and effective immediately when sent or posted by SmartDok.

• The Software

  1. The Customer purchases a right to use, and is granted access to as set forth in this TOS, the Software as it is made available online by SmartDok. 
  2. SmartDok provides operational support free of charge for login- or account issues or functional issues in the Software. Additional support, such as user training, consulting or implementation may be purchased separately from SmartDok or a Partner.
  3. The Software is provided “as is” as standard software, without any expressed or implied representations or warranties of any kind. The Customer may access and use online Software as it is provided at any given time, such Software is not contingent on a particular version nor publications or materials. When Software is installed on the Customer’s phone, the Customer is responsible for using a supported version.
  4. SmartDok reserves the right to make improvements, add, change or remove functionality, or correct issues or omissions in the Software at its sole discretion without any obligation or liability accruing therefrom. In the event a modification disables functionality that forms a material part of the Software permanently or for more than two months, the Customer may terminate the subscription only for the affected Software, and request a pro-rated refund for any remaining Fees paid in advance for the affected Software.
  5. SmartDok has the right to discontinue any Software or its availability in a particular market on twelve months prior notice, unless the discontinued service is caused by force majeure circumstances outlined in section 4.4, where shorter notice periods may apply. The Customer is entitled to request a pro-rated refund for any Fees paid in advance for the period following the discontinuation. The Customer must cease using the Software after notified discontinuation and is not entitled to make any further claims against SmartDok.

• Right of use

• Customer

  1. Subject to the Customer’s compliance with the Agreement, SmartDok grants the Customer, and its Affiliates (if Affiliates are included in the Order Confirmation), a Limited License to access and Use the Software, solely for Internal Business Operations. 
  2. The Customer is responsible for the legality of User actions and administration, integrations by third parties and for the Customer Data. The Customer must not, and undertakes to ensure that Users, and any other third parties the Customer is responsible for, do not transfer harmful code, unlawful data or viruses to or with the Software, or use the Software in or for any unlawful manner or purpose or in breach of the Agreement.
  3. User accounts are for single named individuals and may only be assigned to third parties performing normal usage of the Software on behalf of the Customer, such as accountants, auditors, and consultants.
  4. The Customer will not share usernames and passwords to user accounts to any third party without SmartDok’s written consent.
  5. For avoidance of doubt, the Customer, its Affiliates, or any other third parties the Customer is responsible for, may not assign or transfer the Limited License to the Software to any entity in whole or in part, including in connection with mergers, demergers or bankruptcy or to the Customer’s stakeholders, without prior written authorisation from SmartDok.

• API and Development Accounts

  1. Subject to the Customer’s compliance with the TOS, the Customer is granted a Limited License to Use the SmartDok API to integrate non-SmartDok software applications with the Software (Integrated Application). 
  2. Using SmartDok API as a Customer, developer or ISV, establishing Development Accounts and being granted access to Development Environments is subject to actively accepting additional terms and Partner Agreements available, and periodically updated, at https://api.smartdok.no/swagger/ui/index and similar web pages outlined by SmartDok to the Customer. The API, the Development Environments, their documentation and Customer communities are fully owned by SmartDok, and all are provided “as is” without any warranties in regards to availability, uptime, quality or fitness for the Customer or developers needs or requirements, and the Customer is solely liable for any damage brought by using them. SmartDok may at its discretion and at any time with reasonable notice revoke and terminate the Limited License to Use the SmartDok API. Development Accounts or Developer Environments may further be closed, revoked, terminated or limited upon suspicion of over-use, misconduct, lack of security, a breach of terms, data processing laws or intellectual property laws, or unlawful Use. SmartDok reserves the right to charge additional Fees for any SmartDok API or Development Environment, current or future, including making the right of use or sale of Integrated Applications contingent upon payment of such Fees.

• Trial Customer

  1. The Customer is granted a Limited License to Use the Software registered for a trial account for a limited time, solely for the purpose of evaluating the Software’s suitability to the Customer’s Internal Business Operations and always in accordance with the TOS.
  2. Unless otherwise agreed in writing, the trial period commences when SmartDok issues the Order Confirmation and continues for the period agreed in writing in connection with the trial registration. If the Parties have not agreed on a trial period in connection with the trial registration, SmartDok is entitled to terminate the trial period and revoke the Limited License three weeks after the Order Confirmation was issued. 
  3. Without prejudice to section 3, Customer Data processed during the trial will be deleted after the trial period, unless it is stated in the registration process that the Customer Data can be transferred to an ordinary paid and purchased customer account. 

• Use of data

1. 1. When using the Software, the Customer, Users, Clients, and other third parties using the Software on behalf of the Customer, including Affiliates, if applicable, will add Customer Data to the Software and generate Usage Data, collectively referred to as Data. Data may contain both Personal Data and non-Personal Data. For more information regarding how SmartDok Processes Personal Data, see Data Processing Agreement. 
   2. Data consists of:

1. Technical information and traffic data (Usage Data), such as the type of operating system, browser type, device, browser language and IP address;
2. Customer- or user- generated data (Usage Data), such as page views, clicks, inactivity, session durations, number of sent invoices, expenses filed, accounting years created, password resets, context and content of support tickets, chat boxes, security logs and similar; and
3. Production data (Customer Data), such as images, files, invoices or any data included in the Software by the Customer as part of using the Software. 

1. The Customer hereby grants SmartDok and its Affiliates a non-exclusive and transferable right to access and use the Data for the following purposes:

1. Software and user experience improvement, typically by aggregating and analysing usage patterns and indicated needs brought by the Users, Customers and Clients, enabling individual or customised user experiences by, for instance, offering to enable relevant additional modules or services tied to the Software based on user patterns, suggest more efficient ways of making use of the Software by analysing the usage of the Software, or otherwise enhance the Software and features thereto.
2. Marketing and displaying relevant information, for example for complimentary or value-adding Software or new features, seek to avoid providing marketing for Software the Customer has already subscribed to and providing relevant market updates or information within the Software to educate Customers and Users.
3. Security and related purposes, for example by analysing session and login data, incident records and similar in order to prevent, investigate and document security issues and incidents and improve the security of the Software. 
4. Statistics and research, typically by analysing the amount and trend of invoices, payments or expenses etc. going through our systems, including the Software, using such aggregated and anonymous statistics in general marketing and reporting, and as part of developing value-adding Software such as additional modules, features or services tied to the Software.
5. Compliance. SmartDok may use Data for compliance purposes, for example by logging when a Customer accepts the TOS, or as part of operating the SmartDok security program.
6. Contractual obligations. SmartDok may use the Data for the purpose of fulfilling its contractual obligations towards the Customer. 

1. SmartDok may also use relevant information from public or commercially available sources and registers, and combine such information with Data as outlined above.
2. To the extent the Data contains Personal Data, SmartDok undertakes to process such Personal Data in accordance with the Data Processing Agreement, if SmartDok is the Processor with respect to the relevant Personal Data. To the extent Personal Data is part of such Data processing, it shall primarily be anonymized, because identifying named individual users is seldom of any relevance for these purposes. If anonymization is not possible, due to technical or practical reasons, SmartDok shall take alternative compensating measures to enhance protection, taking into account the requirements brought by the Data Processing Agreement.
3. SmartDok may share Data with its Affiliates, vendors and Partners in order to deliver the Software and fulfil the purposes outlined in section 3.3, including offering additional modules, services and add-ons, service improvements and comply with the rights and obligations according to the TOS. The Data may be shared with third parties as a part of a commercial cooperation tied to the Software, typically to develop and offer additional modules or add-ons to the Software.
4. SmartDok will only share Data with public authorities or other third parties in the following situations:

1. to comply with law or regulation, or to respond to a legally binding request such as a court order or warrant;
2. to deliver the Software according to this TOS;
3. to investigate or prevent security threats or fraud; or
4. a reorganisation, merger, sale or purchase of SmartDok in part or whole, where Confidential Information may be disclosed to other companies in the SmartDok Group, or to prospective purchasers and trusted advisors, that observe the obligations set forth herein by entering into a confidentiality agreement. 

1. SmartDok will promptly notify the Customer of requests from governmental authorities regarding disclosure of Data, unless such notification is legally prohibited or if such notification is taken care of by the governmental authorities themselves.
2. SmartDok is entitled to compile, collect, copy, modify, publish, assign, combine with other data, and otherwise use anonymous and aggregate data generated from or based on Data both during and after the termination of the agreement between the Customer. 

• Miscellaneous

1. • Confidentiality 

     1. Each Party may disclose or obtain information from the other Party that should reasonably be understood to be proprietary, confidential or competitively sensitive (“Confidential Information”). The Parties shall hold Confidential Information in confidence and take reasonable measures to protect the other Party’s Confidential Information, and not disclose it to third parties unless authorised by the other Party to do so, or if required under mandatory provisions of law or regulations or pursuant to court orders. 
     2. Confidential Information does not include a) information the recipient can demonstrate was in the recipient’s possession or knowledge prior to entering into the TOS; b) is or becomes publicly available through no fault of the recipient; c) is received by the recipient from a third party without a duty of confidentiality; or d) is independently developed by the recipient. 
     3. SmartDok may disclose Confidential Information to Affiliates, Partners, subprocessors, or subcontractors to the extent necessary to provide the Software according to the TOS. The Confidential Information may also be shared for the purposes mentioned in section 3.6. 
     4. The confidentiality obligations set out in this section 4.1 lapse three years after the expiry of the Agreement, unless otherwise is stipulated by law or regulations. 

• Intellectual Property Rights

  1. SmartDok, or its licensors where applicable, is the owner of, and retains ownership to, the Software and all related Intellectual Property Rights in and to the Software and any other services provided under the TOS, including any IPR arising out of SmartDok’s processing of Data. With the sole exception of the Limited License(s) explicitly granted to the Customer under the Agreement, nothing in the Agreement constitutes a transfer of, or license to, any IPR from SmartDok or its licensors to the Customer. 
  2. Where IPR from a third party is part of the Software provision (“Third Party Components”), such Third Party Components are also subject to the TOS, unless separate terms are supplied, in which case the licensing terms for the Third Party Component shall prevail. If the Third Party Component is open source, then under no circumstance shall the Software, except for the Third Party Component, be deemed to be open source or publicly available software. 
  3. To the extent SmartDok not already has the exclusive ownership thereto, the Customer hereby irrevocably and perpetually assigns to SmartDok the worldwide, fully-paid-up, and royalty-free ownership of: (i) anonymised and aggregated Data; and (ii) all rights, titles, and interests, including Intellectual Property Rights, in and to, any application programming interfaces accommodating the integration of the Software with other platforms or software, and other developments designed to facilitate the interaction between the two, if not solely developed and implemented by the Customer. The preceding includes the right to use, modify, and further assign such rights, titles, interests, content, and information. 
  4. In the event of infringement of IPR, SmartDok or its licensors may take all reasonable steps to protect its interests as available by law.
  5. The Customer, or its Clients as applicable, is the owner of the Customer Data and IPR in and to the Customer Data.

• Warranty

  1. SmartDok shall use commercially reasonable efforts to ensure that the Software will perform substantially as described in the Software Documentation during the Subscription Period, provided it is properly configured (including the Customer’s choice of browser) and updated to a supported version. Supported versions may differ and are available from the Software  Documentation. The Customer agrees that the Software and delivery will not be completely error free and that Software improvement is a continuous process. 
  2. SmartDok does not warrant that the Software will meet the Customer’s requirements, operate correctly with the Customer’s choice of equipment, systems or settings, setup, configuration, modifications, plugins or integrations not performed or controlled by SmartDok, or if delivered over the internet, be uninterrupted. SmartDok is not responsible for the internet, internet service providers nor the Customer’s internet connection. 
  3. If the Software does not function in accordance with the limited warranty specified in this section 4.3, SmartDok shall correct confirmed errors or defects in the Software at its own expense. “Confirmed errors or defects” means errors or defects that are reproducible by SmartDok and/ or confirmed through SmartDok’s support channels, and which occur during the Subscription Period. SmartDok may choose to replace the Software or functionality instead of performing a correction. 
  4. If the confirmed error or defect is of a material nature, meaning that the Customer’s ability to use the Software is significantly reduced, and SmartDok does not correct confirmed errors or defects or replace the Software within a reasonable period of time, c.f. 4.3.3, the Customer may terminate the Limited License for the affected Software. In such a case, the Customer has the right to a pro-rated refund for any Fees for the remaining Subscription Period for the affected Software, starting from the month following verification by SmartDok of the errors or defects. 
  5. Except as expressly set forth herein, the Customer shall not be entitled to make any claims against SmartDok. 
  6. Links to websites not controlled by SmartDok that appear in the Software, associated webpages or documentation are provided for convenience only. SmartDok is not responsible for such websites.

• Liability

  1. SmartDok is not responsible or liable for the Customer Data, including its content, ownership and legitimacy, nor for Use or other activities performed upon the Customer Data by the Customer.
  2. SmartDok’s liability is limited to direct damages. SmartDok shall not be liable for any indirect, incidental, consequential, punitive or special losses or damages, including but not limited to  any loss of profit, loss of revenue, loss of business, loss of Data, lost savings, claims from third parties, loss of goodwill etc. 
  3. Total accumulated liability for SmartDok during the Subscription Period shall in total not exceed an amount equalling 12 months’ Fees for the affected Software immediately preceding the event giving rise to liability.
  4. Neither Party shall be liable for delay or failure in performance arising out of force majeure, including earthquake, riot, labour dispute, pandemics, swift or new temporary legislation pertaining to the internet, governmental or EU sanctions and other events similarly outside the control of the Parties. Cyber attacks that SmartDok has not been able to prevent by reasonable measures are regarded as a force majeure event. In the event of legislation, directives or regulations being changed swiftly, or new legislation or directives being passed after the Software have been made available, preventing SmartDok from fulfilling obligations under the TOS, in whole or in part, temporarily or indefinitely, this shall be considered a force majeure event. If a subcontractor extraordinarily increases its fees towards SmartDok partially or fully due to a force majeure event, or if SmartDok due to a force majeure event is required to switch to a subcontractor with increased fees to sustain Software delivery, SmartDok reserves the right to adjust its Fees towards the Customer accordingly and with notice as specified in 1.2.4.  
  5. The Customer acknowledges that the internet is an open system and that SmartDok does not warrant or guarantee that third parties may not intercept or modify the Data. SmartDok is not liable for such misuse, disclosure or loss. 

• Indemnification

  1. SmartDok undertakes, at its own expense, to indemnify the Customer against damages resulting from a third-party claim against the Customer asserting that the Software provided to the Customer under the Agreement, or Use thereof, infringes the third party’s IPR, if the claim has been finally settled in favour of the third party by a competent court or in a settlement approved by SmartDok.
  2. SmartDok’s obligation to indemnify the Customer pursuant to section 4.5.1 only applies if: (i) the Customer notifies SmartDok immediately upon becoming aware of the claim; (ii) the Customer gives SmartDok full control of the negotiations, legal processes, and settlement, if applicable; (iii) the Customer cooperates with SmartDok in accordance with SmartDok’s reasonable instructions; (iv) the claim is not related to, or caused by, the Customer’s breach of the TOS or SmartDok’s instructions for preventing or mitigating the potential or actual IPR infringement; and (v) the claim is not related to, or caused by, use, modification, integration, or customisation not carried out, or approved in writing, by SmartDok. 
  3. Upon becoming aware of a potential or actual IPR infringement, SmartDok may at its discretion: (i) modify the Software so that it is not in conflict; (ii) replace the Software, or parts thereof, with a functionally equivalent software, (iii) obtain a license for the Customer’s continued use of the Software; or (iv) revoke the Customer’s Limited License to  Use the Software against a refund of Fees paid in advance for the part of the Subscription Period exceeding the termination date. The remedies set out in this section 4.5 are the Customer’s sole remedies with respect to third-party IPR infringement claims. 

1. The Customer shall, at its own expense, defend SmartDok against claims or litigation where a third party claims that the Data, or use thereof, or the Customer’s use of the Software in violation with the Agreement: (i) is in conflict with or infringes the third party’s IPR or other rights; or (ii) is in breach of applicable law. SmartDok shall without undue delay notify the Customer of such claims. The Customer shall indemnify SmartDok for damages imposed under a court-approved settlement or court ruling, including lawyer fees, provided that SmartDok reasonably cooperates at the Customer’s expense and gives the Customer control of the legal process and settlement. 

• Termination

  1. The Customer and SmartDok may terminate individual Software for convenience, in writing, according to the terms specified in the Order Confirmation. Terms may vary from Software to Software. Unless otherwise agreed in writing between the Parties, including in the Order Confirmation, the Parties may terminate the Agreement for convenience upon one months’ prior written notice.
  2. SmartDok shall always have the right to terminate the Agreement with immediate effect if (i) the Customer or its management has been sentenced or suspected to violate the local laws or (ii) the Customer or its management is or becomes subject to, or operates in a country that is or becomes subject to, the sanctions imposed by the EU or United Nations from time to time.  
  3. If a breach of the Customer’s obligations under the Agreement is confirmed or suspected on reasonable grounds, or if the Customer files for a petition in bankruptcy or insolvency or assigns a substantial portion of its assets to the benefit of creditors, or the Customer commits or threatens SmartDok to make unlawful or offensive actions, SmartDok may suspend the Customer’s access or restrict it to read-only, until the matter is resolved. SmartDok gives prior notification and the Customer reasonable time to respond before restricting access, and reserves the right to terminate the Limited License(s) granted herein and the Agreement if the Customer fails to remedy or correct its actions. SmartDok may at its discretion terminate the Limited License(s) granted herein with immediate effect if the Customer is in material breach of the Agreement.
  4. Upon termination, or when the Customer instructs SmartDok in writing to cease the relevant  Processing of Personal Data on behalf of the Customer, SmartDok will delete the Personal Data from its systems within reasonable time, unless mandatory provisions of law or court orders require otherwise. In the event SmartDok is legally required to not delete the Personal Data, SmartDok will continue to maintain the security of the Personal Data as set out in the TOS. The timeframe within which the Personal Data will be deleted varies from Software to Software. After deleting the Personal Data, SmartDok has no further obligations towards the Customer in regards to Personal Data processed on behalf of the Customer.
  5. The Customer may request the return of Personal Data within 30 days following termination, or the data may be irrecoverably deleted. Return of Personal Data will be in a format, time and method of delivery determined by SmartDok, and may vary from Software to Software. SmartDok reserves the right to charge its, at the time, standard rates for such returns.
  6. Immediately upon the termination of the Agreement, for whatever reason, the Limited License(s) granted to the Customer are revoked automatically, and the Customer undertakes to cease using the Software. 

• Governing law and dispute resolution

  1. The Customer is contracting with the SmartDok Company from which the right of use for Software was ordered, as evident from the Order Confirmation and invoice.
  2. The Agreement is governed by and must be construed in accordance with the laws of the country in which SmartDok has its head office, excluding any conflict of law provisions. A dispute in connection with, or arising out of, the Agreement, or the use of the Software, shall be attempted to be resolved through amicable negotiations, and the Customer agrees to take part in such, including on e-mail and verbal meetings/phone calls on SmartDok’s request. If amicable negotiations do not result in a mutually acceptable solution, the Parties agree to refer the dispute to the ordinary courts of the country, and region, in which SmartDok has its head office as the exclusive venue. SmartDok is entitled to decide that the proceedings shall be held in English or Norwegian, to the extent possible.
  3. The Parties agree not to bring claims arising out of the Agreement when more than one year has passed after its termination.
  4. In cases of doubt over interpretation between the TOS in English and any other language, English shall take precedence.