Agreement and Terms of Use PBL Mentor Kidplan

Description of service

The agreement applies to the delivery of a digital and sky-based communication solution.

PBL Mentor Kidplan is a service owned and operated by PBL Medlemsservice AS (hereinafter the Supplier). PBL Mentor Kidplan is a solution for creating a website adapted for daycare centres, as well as a communication solution. It comprises an open website, parents’ site with relevant app (password-protected), and administration site for the daycare centre.

By using our services, you accept this agreement and terms of use. Please read through the document carefully.

 

The parties’ general responsibility

The Supplier is responsible for ensuring that the service supplied complies with this agreement, meets the notified requirements and descriptions, and is delivered within the deadlines agreed. The Supplier is also responsible for ensuring that the service meets the level of service that can be expected of a standard, equivalent service on the market.

The service is under continuous development, so changes may be made by the Supplier. It is possible that functions are added, changed or removed.

Operation of the service is included in the payment.

The Customer must help maintain the conditions such that the Supplier can perform its duties under this agreement.

 

User support and performance of the service

Documentation and training

Unless otherwise agreed, the Customer shall, as part of the payment agreed for the service, be forwarded or provided with electronic access to a standard product description, user support and other documentation which the Supplier ordinarily supplies with the service. The documentation shall be dated and the latest version.

The Supplier may assist with the requisite training of the Customer’s personnel, where agreed. Prices for any training are agreed separately from this document.

Upgrades and maintenance of the service

Further development, standard upgrades and general maintenance of the service are included in the payment. The Supplier is responsible for testing and performing standard upgrades of the service.

 

Ordering, payment and payment terms

Ordering

An order is considered complete when the Supplier has sent the Customer confirmation by letter or email to the specified address. Any verbal agreements become binding once the Supplier has confirmed them in writing.

A delivery is considered complete from the time when the service is made available to the Customer.

The delivery date of the service is normally ten working days from the date when the complete order is received by the Supplier.

In order to perform the service covered by the maintenance fees, the Supplier relies on the Customer providing regular details of the Customer’s domain. The Customer must also keep the Supplier updated with its contact details, e.g. address, telephone number, mobile number and email address.

Payment

All prices and specific terms of payment which will apply to the Customer in return for the Supplier’s services are advised before the start date of the agreement.

Unless otherwise specified, all prices are stated excluding VAT, but including duties and any other charges.

All prices are in Norwegian kroner, unless the Customer has agreed that prices can be stated in a foreign currency.

The Supplier is entitled to carry out a review of the Customer’s use of the service to verify that the amount paid is in accordance with the agreement, taking into account the number of users/locations or suchlike. Reasonable notice must be given of such a review, which must be carried out with minimum inconvenience to the Customer.

Invoice date and terms of payment

Periodic payments become due on invoice within 14 (fourteen) calendar days. The Customer has agreed that the Supplier may issue invoices, credit notes and reminders based on the established EHF format (Electronic Trading Format).

If the Customer does not pay by the agreed time, the Supplier may demand interest on the due amount in accordance with Law no. 100 of 17 December 1976 on late payment interest etc. (Act on Interest on Overdue Payments).

Price changes

The Customer will automatically benefit from any price reductions.

The Supplier may adjust its prices at the start of each year based on wage and price increases. New prices will apply from 1 January.

The Supplier reserves the right to make price changes aside from the above with one month’s notice.

 

Duration, cancellation and termination

The agreement commences on the date it is agreed to by both parties. The agreement runs indefinitely, but may be terminated in writing at any time by both parties.

The termination period runs from the date notice of termination, cancellation or annulment is given until the agreement ends. The agreement ends in the month notice of termination is received unless another terminate date is agreed between the Customer and Supplier. The service shall remain at full value during the notice period irrespective of the reason for termination.

On expiration of the notice period, the Supplier’s responsibility towards the Customer ends.

 

Information security and personal data protection

Information security
The Supplier shall put in place appropriate measures to comply with the requirements on information security for operating the service.

This means that the Supplier shall put in place appropriate measures to ensure the confidentiality of the Customer’s data and measures to ensure that data is not lost. The Supplier shall also put in place appropriate measures to prevent unintentional alteration or deletion of data and to prevent virus attacks and other harmful programs.

The Supplier undertakes to store the Customer’s data separate from any third party’s data to mitigate the risk of harm and/or access to the data. Separate is understood as putting in place and maintaining technical measures to safeguard data from unwanted alteration and access. Unwanted alteration and access also includes access by the Supplier’s employees or others who do not need the information in their work for the Customer.

Personal data
The Supplier shall ensure through planned and systematic measures that adequate information security is in place when processing personal data with regard to confidentiality, integrity, accessibility and resilience.

The Supplier shall document that the information system and security measures are satisfactory. Upon request, the documentation shall be made available to the Customer and its inspectors, as well as to the Data Protection Authority and Data Protection Board.

The Supplier may not hand over personal data to others for storage, editing or deletion without first having obtained special or general written permission from the Customer.

Data processing agreement

The processing of personal data on behalf of the Customer is included in the supplied service. The Customer and Supplier undertake to sign a data processing agreement in accordance with the General Data Protection Regulation. The Supplier will attach the data processing agreement as an appendix. The data processing agreement takes precedence in the event it conflicts with the provisions in the agreement relating to the processing of personal data.

 

Right to property and of disposal

This agreement does not alter the rights to copyright, disposal or property which the parties had before the agreement and which they retain while the agreement runs.

Access to the service extends to all authorisations necessary to use the service in accordance with the agreement’s purpose. Unless separately agreed, no intellectual rights are assigned to the Customer. Nor does the Customer have exclusive access to the service, unless separately agreed. 

The Customer retains the property right to all data passed to the Supplier for processing and which is stored or processed using the services under this agreement. The same applies to the results of the Supplier processing such data.

The Supplier has access to the above-stated data solely to the extent this is necessary for the Supplier to perform its duties under this agreement.

The Supplier has, under no circumstances, the right to exercise a retention right to the Customer’s data.

 

Reconstruction of data

In the event of loss or destruction of data, the Supplier shall without undue delay recreate the data and, if necessary reconstruct the data. This does not apply if the loss was due to an error in any third party deliveries.

To the extent where the loss or destruction of data is due to circumstances for which the Supplier is responsible, recreating and reconstructing the data shall be without payment. The Supplier’s responsibility for costs is limited to recreating data from the most recent backup copy and for additional costs incurred due to the Supplier failing make a backup copy.

If the cause of the loss of data is such that the Customer must pay for reconstruction, the Supplier shall clarify the extent with the Customer before work begins.

 

Usage, breaches and sanctions

The Supplier

An important objective to have satisfied customers. This means that the Customer must be happy that the service supplied has the agreed functionality, capacity and availability. The Supplier must deliver top quality and service in all its business.

The Supplier monitors the web service. The goal is that the services must be up and running 24 hours a day, seven days a week.

The Supplier is responsible for ensuring safe and secure operation of the service in accordance with a standard security level. The Supplier is responsible for rectifying faults that occur in operation of the service.

On becoming aware of a fault in the service, the Supplier must put in place measures to find and rectify the fault as soon as possible.

The Supplier’s responsibility for troubleshooting does not cover:

• Troubleshooting caused by the Customer using the service in combination with software other than that included in the service from the Supplier.
• Troubleshooting caused by the Customer making changes in the service that do not comply with the Supplier’s user documentation.
• Troubleshooting caused by the Customer’s using the service in a manner other than that described in the user documentation.

The Supplier has the right to implement measures that may result in interruptions, disruptions or changes in the service and will endeavour to give timely notice of such measures and reduce the inconvenience to customers as much as possible.  The Supplier is not liable for costs or losses that the Customer may incur as a result of such measures.

The Supplier is in breach of the agreement if the service does not meet the functionality, requirements or deadlines agreed.

The Supplier is however not in breach of the agreement if the situation is due to the Customer’s circumstances or force majeure.

In the event of a breach by the Supplier, the Supplier is responsible for rectifying the fault such that the service meets that agreed. The fault must be rectified as soon as possible.

If, despite repeated efforts, the Supplier fails to rectify faults in the service, the Customer may demand a commensurate price reduction.

The Supplier includes user support free of charge in the service. This is understood as including support for debugging, training and advice on how specific web functions work. User support does not include instances where the fault is due to the Customer’s equipment.

The Supplier reserves the right to delete, remove or change all types of content made available in the service, if the Supplier has reason to believe that: (a) it contravenes Norwegian law, (b) it does not comply with these terms of agreement, (c) it may be perceived as offensive, racist, defamatory, threatening, indecent or pornographic, (d) it infringes intellectual property law, (e) there have been attempts to remove/conceal the Supplier’s ads/banners on the website, (f) it contains false statements about individuals, businesses, organisations and suchlike.

The Supplier automatically cleans up and deletes photos that are more than 15 months old. Photos that have been uploaded into photo albums and are more than 15 months old are deleted at regular intervals.

The Supplier may shut down the Customer’s web pages or remove specific content that could cause faults or problems on the server.

The Supplier stores web traffic data. This data is used to optimise and further develop the service. The data entered is used to generate anonymised statistics. It is not possible to link these statistics to an individual customer.

The Supplier reserves the right to refuse access to the service and to make the content stored/posted by the Customer unavailable in the event the Customer does not comply with the terms of use.

The Customer

The Customer is in breach of the agreement if the Customer fails to fulfil its duties under the agreement.

The Customer is however not in breach of the agreement if the situation is due to the Supplier’s circumstances or force majeure.

If the Customer cannot fulfil its duties as agreed, the Customer must notify the Supplier in writing as soon as possible. Such notification must state the reason for the problem and, as far as possible, state when the duty can be carried out.

If the Customer is in breach of the agreement, the Supplier may, having given the Customer notice in writing and a reasonable time period in which to rectify the situation, annul the agreement with immediate effect.

The Customer undertakes to keep its specified username and password such that no party other than the Customer has access to it. The Customer undertakes to report the loss or leak of its username and password immediately.

The Customer is itself responsible for use and abuse of the service carried out using the Customer’s access information. In the event of abuse, the Supplier may block the service immediately from further use.

The Customer is itself responsible for text, images, videos, SMS, MMS and other types of content that is made available in the service, as well as for updating information in its own web area.

 

Force majeure

The counterparty must be notified as soon as possible in the event of an extraordinary situation that makes it impossible to fulfil duties under this agreement and that under Norwegian law is to be seen as force majeure. The duties of the party affected are suspended for the duration of the extraordinary situation. The counter-performance of the other party is suspended for the same period.

The counterparty may, in force majeure situations, simply end the agreement with the consent of the party affected, or if the situation lasts or is expected to last more than 90 (ninety) calendar days, calculated from the date when the situation occurs, simply with 15 (fifteen) calendar days’ notice. Each of the parties covers its own costs linked with ending the agreement. The Customer pays the agreed price for the part of the service that was contractually provided before the agreement was ended. The parties may not assert other claims against each other as a result of the agreement ending as a result of this provision.

In the event of a force majeure situation, the parties have a mutual duty to inform each other of all circumstances that can be assumed to be important to the other party. Such information shall be provided as soon as possible.

 

Other provisions

Duty of confidentiality

Confidential information that comes to the parties’ knowledge in connection with the agreement and during their performance of the agreement must be treated as confidential and not made available to external parties without notifying or obtaining consent from the other party. 

The parties shall follow the necessary rules of conduct to ensure that unauthorised parties cannot access or become aware of confidential information.

The duty of confidentiality applies to the parties’ employees, subsuppliers and third parties who act on the parties’ behalf in the performance of the agreement. The parties may only pass confidential information to such subsuppliers and third parties to the extent this is necessary for the performance of the agreement and provided the latter are subject to a duty of confidentiality in accordance with this clause.

Written requirement

All notifications, demands or other correspondence linked to this agreement must be sent in writing to the electronic address specified, unless the parties have agreed otherwise.

Liquidation, debt arrangements etc.

If, with regard to the Supplier’s business, debt negotiations, arrangements, liquidation proceedings or other form of creditor control are started, the Customer has the right to annul the agreement with immediate effect, provided no other mandatory regulation applies.

 

Disputes

Choice of law

The parties’ rights and duties under this agreement are wholly decided by Norwegian law.

Negotiation and mediation

If there is disagreement between the parties on the interpretation or legal effects of the agreement, the parties shall initially try to reach agreement through negotiation and/or mediation.

Court or arbitration proceedings

If a dispute cannot be resolved through negotiation and/or mediation, either of the parties may demand that the dispute be resolved with final effect before the Norwegian courts.

The Customer’s court of domicile is the legal venue.

The parties may alternatively agree that the dispute be resolved with final effect by arbitration.