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Technology

Master Subscription - On Premise

1.0

1.0 The Licence

The Software (“Software”) to be licensed under this Agreement has the trade names as specified in the term sheet and is further identified in the terms.

The Supplier must make the Software and license key(s) available to the Customer. The Customer shall, on the terms and conditions set out herein, receive a limited, non-exclusive right of use of the Software (the "License") strictly in Customer's own business as defined in the term sheet.

The License does not include the right to assign, resell or sub-license the Software, or to make changes to the Software.

The Supplier will access the Customers database in order to extract the parameters for the calculation of next year’s Software License Fee and adjustment of previous year Software License Fee. The Customer hereby authorise the Supplier to do so, and the Supplier hereby confirm that the parameters will only be used for Software License Fee calculation on a strictly confidential basis.

The License is conditional on Customer paying Annual Software License Fees; reference is made to clause 8.

2.0

2.0 Documentation

The documentation for the Services, and related information, (“Documentation”) set out a description of the functionality and user instructions for the Services and the Supplier’s software, and may be amended by Supplier in its sole discretion from time to time. The Documentationis available in the APP or at Medic-Tool.com

3.0

3.0 Consultancy, Training and Services

The Supplier will, subject to resource availability, provide assistance in the form of consultancy services and training whenever required. Cost and other terms will be confirmed in writing before supplying such services.

The Customer will allow only suitably trained personnel to use the Software.

4.0

4.0 Support

In order to request support, the Customer must contact the Supplier through the by phone or email with a detailed description of the issue. The Supplier is responsible for having personnel available that can give the Customer support for all products as described below. Support is delivered by phone and e-mail, and by connecting to the Customers servers when required. The Supplier will log all incidents.

Support is delivered from Norway with the following terms:

  • Working hours: 8:00 to 16:00 CET/CEST, except weekends and Norwegian public holidays

  • Language: Norwegian or English

  • Phone: +47 40059886

  • Email: support@medic-tool.com

Support is free of charge if Medic-Tool hasn’t provided the tools for the customers to do it themselves, i.e helpfiles and utilities. Errors or malfunctions reported under clause 6 is free of charge. Consultancy, report writing and Data manipulation is chargeable at our standard rates.

Medic Tool – Target Software Defects SLA’s

Response Time is measured from the point that Medic Tool have received enough information from the Customer to assess correct Class of Fault, and applies to Working Hours only.

Class of Fault

1

2

3

4

Nature of Fault

Critical System down. The entire Software is unavailable.

Critical. A malfunction of Asolvi product such that a business critical process cannot be completed, or one that it is creating database inconsistency with no workaround

Non-critical.Software function is affected, but does not create inconsistency in the database or prevent critical business process from being completed.The Fault has an impact on operations but work can continue via workaround.

Minor. Minor Faults, mostly cosmetic in nature.

Response time

Response within 2 hours

Response within 4 hours

Response within 16 hours

Response within 1 week

5.0

5.0 New Software Versions

As part of this Agreement the Customer has access to all new releases of the Software during the License Period as defined in term sheet and clause 11. New software versions contain new functionality as well as corrections of errors and malfunctions. The Supplier must make these releases available to the Customer by supplying complete installation files downloadable from the Supplier’s web pages or from webpages/sites approved by the Supplier.

Along with every new release, "release notes” will be supplied which describe what has changed since the last release. Should the Customer need assistance when upgrading the Software, this will be subject to agreement and invoicing as set out in clause 3.

6.0

6.0 Errors or Malfunctions

Should the Customer wish to point out errors and malfunctions within the Software, the Customer must do so in writing and without delay directly to the Supplier. The Supplier will support releases that are up to 18 months old from the current date.

7.0

7.0 Non-Disclosure

Except as is required by law, both parties shall procure that the terms and conditions of the Agreement, and all information disclosed by one to the other in accordance with this Agreement or which may at any time until termination of this Agreement come into the other party’s knowledge, possession or control, shall not be used for any purpose other than that required by this Agreement and shall remain confidential and not be disclosed to any third-party except as this may be required for the purpose of this Agreement, and then only under an appropriate confidentiality provisions approved by the other party. These obligations of confidentiality shall cease to apply to any particular item of confidential information once it becomes public knowledge other than by any act or default of the non-disclosing party.

8.0

8.0 Price and Payment

During the Subscription Period, the Service Subscription Fees shall be as set out in the Term Sheet.

The Customer shall pay the Service Subscription Fees to Supplier in accordance with this clause 8.0

8.1 Annual License Fee Price

The annual amount payable for the right of use of the Software is the Software License Fee as described in the Term Sheet. Fees can be adjusted by written notice to reflect changes in the costs of maintaining and developing the Software.

8.2 Payment schedule

The Customer shall pay the Software License Fee according to the billing terms stated in the Term Sheet. The Supplier will send an invoice for The License Fee starting on the Effective date of this Agreement. The Supplier will also provide a license key for right of use for the Software for the coming year.

8.3 Payment terms, taxes

All payments are due without deduction or set-off within 30 calendar days from the receipt of Supplier's invoice.

All prices shall be exclusive of any and all taxes on the deliverables under this Agreement, be it services or licenses or any other delivery, imposed by any domestic or foreign taxing authority such as applicable value-added, sales, use, excise, customs duties or other taxes, consumption, access, other tax, fees or surcharges (including, but not limited to regulatory fees or surcharges) ("Taxes").

Customer will pay all such Taxes required by law including those paid or payable by Supplier and any related interest and penalties.

If Customer is obliged under mandatory law to withhold any taxes on the deliverables from the payments, then Customer shall when paying for the deliverables also pay to Supplier an amount corresponding to the withheld. Supplier shall assist Customer, at Customer's cost, in relation to potential refunds of any withheld amounts.

8.4 Payment default

Should the Customer fail to pay any outstanding amount according to the Agreement then an interest of 1 per cent per month on the outstanding accrues automatically, calculated at the beginning of each month.

Failure to comply with the payment terms set out in the Agreement entitles the Supplier to terminate the Agreement with thirty days’ notice. The right to termination is annulled upon payment of outstanding amounts.

9.0

9.0 Indemnification, Limitations of Liability

9.1 Indemnification

Supplier cannot be made responsible either financially or in any other way for any direct or indirect damage, loss or inconvenience caused by the use of the Software. Customer shall indemnify Supplier in full should Supplier receive any claim due to any such use.

9.2 Limitation of liability

Supplier's aggregate liability for breaches and other circumstances occurred in any calendar year is upward limited to an amount corresponding to 50 % of the remuneration paid by Customer to Supplier during the calendar year, less value added tax.

Under no circumstances is the Supplier liable for any indirect losses, such as but not limited to loss of profit, loss of anticipated savings, loss of use or loss caused by loss of or damage of data.

10.0

10.0 Intellectual Property Rights

The copyright and any and all other intellectual property rights of whatever nature to the Software (including any improvements made thereto and also all documentation associated with the Software) are and shall remain the property of the Supplier or Supplier's licencors.

The Customer shall not:

  1. Use or duplicate the Software (or any part thereof, including the associated documentation) for any purpose other than as specified in this Agreement or make the Software or the Documentation available to unauthorized third parties;

  2. Sub-license, assign, dispose or transfer the Software and/or any associated documentation;

  • Represent that it is a reseller of or entitled to license or sub-license the Software; or

  1. Reverse engineer, decompile or change the Software or associated documentation; or permit anyone to do so.

The Customer undertakes and warrants that it will take all reasonable precautions to safeguard the Software and all copies thereof against unauthorized use in accordance with the terms of this Agreement.

11.0

11.0 Term and Terminations

This Agreement shall commence on the date hereof and shall continue therefrom unless terminated as set forth herein. The duration of the License (“Initial License Period”) is from the date of this Agreement and until the termination of the Agreement and as long as the Annual Software License Fee is paid according to this Agreement. Notwithstanding this, the Initial License Period is as defined in the Terms Sheet and this Agreement cannot be terminated within this period.

This Agreement shall automatically renew for a further 12 month period (the “RenewalPeriod”) at the end of the Initial Subscription Period and at the end of each Renewal Period, unless either party gives the other party notice of termination, in writing, of at least three (3) calendar months before the end of the Initial Subscription Period or Renewal Period.

This Agreement may also be terminated for cause by servicing notice in writing on the other party:

  • Forthwith by either party if the other party commits an act of bankruptcy, is made subject to a receiving order, makes or attempts to negotiate any composition or arrangement with its creditors, is the subject of a petition or resolution for its winding up (other than for the purpose of a solvent reconstruction or amalgamation of which the other party shall have been notified in writing in advance), calls any meeting of its creditors, shall have a receiver appointed over all or any substantial part of its undertaking or assets, ceases to carry on business or any event analogous to the foregoing;

  • On 30days written notice that the other party is in breach of any material part of this Agreement, and if the breach is capable of remedy, that other party has failed to remedy such breach within 30days from receipt of notice; and

  • Forthwith by the Supplier if there is a change in control or ownership of the Customer which in the Supplier’s opinion is potentially detrimental to the Supplier’s interests or if the Customer disposes of all or a substantial part of its assets or undertaking.

12.0

12.0 Consequences of Terminations

The termination of this Agreement shall be without prejudice to the rights of parties accrued up to the date of such expiry or termination.

On termination of this Agreement the Customer will be obliged to:

  1. Deliver to the Supplier all copies of the Software and associated documentation relating to the Software and all copies, books, records or other tangible things in its possession which relate to the Software and the documentation; and

  2. Satisfy the Supplier that Customer has erased all copies it holds of the above in any computer system or electronic storage medium.


On termination of this Agreement the License granted to the Customer pursuant to clause 1.0 shall terminate forthwith without any requirement to notify the Customer and without giving rise to any claim for compensation howsoever arising.

13.0

13.0 Misc. Terms and Conditions

13.1 Assignment

The Customer may not assign or otherwise transfer any of its rights under this Agreement without the Supplier’s prior written consent. Supplier is entitled to assign this Agreement to any affiliate of Supplier.

13.2 Complete agreement, enforceability, contract changes

This Agreement supersedes any agreements, understandings, and promises whether written or oral made or existing between the Customer and the Supplier hereto prior to this Agreement and constitutes the entire understanding between the parties hereto relating to the subject matter hereof. Except as otherwise provided herein no addition, amendment to or modification of this Agreement shall be effective, unless it is in writing and signed by or on behalf of both parties.

If any of the provisions of this Agreement are judged to be illegal or unenforceable, the continuation and full force and effect of the remainder of the provisions will be permitted.

13.3 Choice of law and legal venue for disputes

The parties hereby irrevocably consent and agree that any legal action, suit or proceeding with respect to any obligation, liability or other matter under or arising out of or in connection with this Agreement shall, unless amicably settled between the parties, be finally settled by arbitration according to the rules of the United Nations Commission on International Trade Law (UNCITRAL) as in effect on the date the parties are signing this Agreement ("Rules") by three arbitrators in accordance with said Rules. The arbitration proceedings and the award shall be confidential and the parties shall agree on such confidentiality in each specific case. The seat of arbitration shall be Oslo, Norway to the exclusion of all other courts anywhere else. The procedural laws of Norway shall apply where the Rules are silent. The arbitration proceedings shall be conducted in English. This clause shall not preclude a party from obtaining interim or injunctive relief on an immediate basis from a court of competent jurisdiction

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