General terms and conditions for consultancy services

These general terms and conditions (the “Consultancy Terms”) apply to consultancy Consultancy Services (hereinafter the “Consultancy Services”) which Etain AS, a Norwegian limited liability company with org. No. 920 998 704 (hereinafter “Etain”) undertakes to deliver to and/or perform for others.

Any person (physical or legal) that, by ordering or otherwise accepting that Etain performs Consultancy Services for them (hereinafter the “Customer”) also accepts that delivery of such Consultancy Services are governed by these Consultancy Terms. Accordingly, these Consultancy Terms shall be considered part of the agreement between Etain and the Customer as a result of ordering or accepting that Etain provides Consultancy Services to the Customer.

Etain and the Customer are hereafter collectively referred to as the “Parties”.

In the event of a conflict between these Consultancy Terms and any other documents in agreed form specifying the Consultancy Services and the terms thereof (e.g. in the form of offers from Etain accepted by the Customer, orders from the Customer accepted by Etain etc.), such other agreement documents shall take precedence over these Consultancy Terms, unless otherwise specified.

The scope, form and types of Consultancy Services to be provided shall be agreed upon specifically between Etain and the Customer in relation to each specific assignment.

The Consultancy Services shall be performed with the content, and with such quality, as agreed in the offer, order or other separate document prepared specifically for the relevant Consultancy Service, being approved by both Parties. If no such document exists, the Consultancy Services shall have such quality that can be expected of a standard equivalent good service in the market.

Etain assumes no responsibility for achieving a specific result unless otherwise specifically stated.

Notwithstanding the generality of the above, all Consultancy Services shall be executed in accordance with the conditions and specifications specifically agreed between the Parties, and with such amendments as may be agreed upon in connection with the execution of the Consultancy Services. In cases where a change imposes an increase in the scope of the Consultancy Service, Etain is entitled to payment on market terms for the increased scope unless otherwise agreed.

Making proper use of the results from certain Consultancy Services may require that the Customer has access to different types of hardware and / or software. Unless otherwise specified, the Customer shall be responsible for accessing such hardware and software directly from relevant vendors.

Etain’s Consultancy Services will in many cases result in technical solutions which requires maintenance and ongoing service and support. The Customer’s purchase of such technical services from Etain shall be governed by a separate agreement governed by Etain’s General Terms of Service agreement unless otherwise is specified.

The Customer shall provide Etain with all relevant information and any documentation in a timely manner. Etain performs all Consultancy Services assuming that the information and documentation received, including documents received by the Customer for the processing of Etain, is correct and complete. If the Customer provides incorrect information or documentation, or incorrect version of documents for processing, Etain is entitled to market payment for all extra work related to such information or documentation.

All Consultancy Services will be delivered by Etain as such, even when it is stated that a Consultancy Service is to be performed by one or more specific persons at Etain. If, in connection with the execution of the Consultancy Service, it is desirable or necessary to engage other parties than Etain, these shall be directly engaged by the Customer unless otherwise specified. Etain does not under any circumstances take responsibility for advice or deliveries from such consultants.

The results from a Consultancy Service may only be used in accordance with the agreed intended purpose, or if no such purpose is agreed, always in accordance with clause 10 (Intellectual property rights).

3.1 Consideration and Expenses
If no fixed price has been agreed or otherwise explicitly agreed, fees for Consultancy Services will be determined based on time spent and will be calculated according to Etain's hourly rates applicable from time to time. Please note that the current hourly rates will be updated in January of each year, and that updated hourly rates will apply without prior notice.

All reasonable and necessary expenses incurred in connection with performance of Consultancy Services will be charged separately in addition to the agreed consideration unless otherwise agreed.

Unless otherwise specified, all prices are stated excluding value added tax, customs duties etc.Unless otherwise specified, all prices are stated in Norwegian kroner.

3.2 Consultancy Terms of Payment
Unless otherwise agreed, Etain will send invoices in arrears on a monthly basis with 14 days payment notice. Etain reserves the right to claim payments in advance even though this has not been specifically agreed.

When the Customer has made necessary arrangements, Etain may submit invoices, credit advices and reminders in accordance with the Electronic Trading Format (EHF) that has been determined.

3.3 Late Payment Interest
If the Customer does not pay at the agreed time, Etain may claim interest on the amount which has fallen due for payment, in accordance with Act no. 100 of 17 December 1976 concerning interest on late payments, etc. (the Norwegian Late Payment Interest Act).

3.4 Payment Default
If overdue, undisputed consideration, with the addition of interest on late payment, has not been paid within thirty (30) calendar days of the due date, Etain may give the Customer written notice that the Agreement will be terminated if settlement has not been made within thirty (30) calendar days of receipt of such notice.

Termination pursuant to this clause 3.4 may not take place if the Customer settles the overdue consideration, with the addition of late payment interest, prior to the expiry of the deadline.

3.5 Price Adjustments
Etain’s hourly rates will be updated in January each year without notice. The updated rates will apply from 1 January each year.

The Customer shall, without undue delay, notify Etain if the Customer discovers or becomes aware of circumstances which may constitute a breach of Etain’s obligations towards the Customer. Specifically, the Customer shall complain as soon as the Customer becomes or should have become aware of circumstances which may imply that Etain has made errors which could lead to liability for Etain. In any event, and notwithstanding the above, Etain will accept no complaints on invoices which are presented to Etain later than 30 days after the invoice date.

The liability of Etain, including without limitation its consultants, officers, directors and other employees, in connection with performance of Consultancy Services is limited to the total and actual compensation paid to Etain during the past 12 months for the specific Consultancy Service from which the liability arises.

Etain, its consultants and other employees are not under any circumstances responsible for indirect or consequential losses, including operating losses, loss of profits, loss of goodwill, etc.

Unless otherwise is specified, the agreement between Etain and the Customer shall be valid until the Consultancy Service in question has been completed and delivered. If the specific term of the agreement has not been specified, and Etain’s Consultancy Service is not limited in time or to a specific project, the agreement may be terminated by both Parties by three (3) months notice.

Clauses 4 (Complaints and limitation of liability), 6 (Confidentiality), 7 (Personal information), 8 (Marketing), 10 (Intellectual property rights), and 11 (Dispute resolution) shall survive the termination of the Agreement.

Etain shall keep all information received about the Customer or the Customer's relations strictly confidential. Etain shall ensure that all employees and consultants which are involved with performing Consultancy Services for Etain are obliged by similar confidentiality obligations. Etain shall further ensure that Etain's subcontractors are subject to confidentiality obligations that at least correspond to the obligations applicable for Etain as set out herein.

Etain may only share confidential information with consultants and employees of Etain to the extent necessary to fulfill the Consultancy Services. This also applies to employees of Etain's partners, as well as to subcontractors that Etain acts on behalf of, or cooperates with in relation to delivery of the Consultancy Services.

Etain may use subcontractors to deliver the Consultancy Services (such as software from the supplier HighQ), where the subcontractor will be able to access certain confidential information, including any personal information. By accepting these Consultancy Terms, the Customer also accepts that Etain makes use of the subcontractors that will be applicable to the specific Consultancy Service, even if such subcontractors are not specifically specified in these Consultancy Terms or other contract documents.

The Customer can always request an overview over the subcontractors used by Etain, and the Customer can at any time demand that certain subcontractors shall no longer be used for a specific assignment for the Customer. If removing a subcontractor from an assignment has consequences for Etain's ability to perform the Consultancy Services as agreed, the scope of the Consultancy Services shall be changed accordingly. Etain shall have no liability for such changes in scope, and the Customer shall pay market price to compensate increases in scope due to such changes.

In cases where external advisors are engaged by or via Etain, the Customer is deemed to have accepted that Etain may transfer necessary information, including any personal information, to the relevant adviser or subcontractor for the fulfillment of the Consultancy Services. This also applies if such advisors are established outside the EU / EEA area and applies regardless of whether the external consultant is engaged by Etain, by the Customer itself or anyone acting on behalf of the Customer.

Etain will process all personal data in accordance with the Norwegien Personal Data Act (Nw: Personopplysningsloven). The Customer has the sole responsibility for ensuring that the personal data transferred to Etain is obtained and maintained by the Customer in accordance with the applicable privacy law regulations.

If a Consultancy Service requires Etain to act as a data processor in accordance with the relevant privacy regulations, Etain’s standard data processor agreement must be signed by the Customer and returned to Etain.

Etain will also receive contact information from relevant persons from the Customer to send newsletters, information about courses, lectures and events, etc. Such use of personal information may also take place after an assignment has been completed.

Unless otherwise agreed, Etain may use the Customer's name and logo, without mentioning the specific content of the Consultancy Services performed for the Customer, as reference on Etain’s website and in connection with sales and marketing, including when submitting tenders. Before the Customer's name may be used in news articles or similar, Etain will ask for the Customer's consent.

Etain may use e-mail to communicate in relation to performance of Consultancy Services, also for the transmission of confidential information. The use of encryption must be specifically agreed

Etain retains ownership of all copyrights and other intellectual property rights to the result of and from the Consultancy Services, including all materials (documents, process descriptions, design descriptions, drawings, figures, solution descriptions, HighQ configurations, images, audio recordings, film recordings, data files, software code and other copyright or other forms of intellectual property protected material). This also include ideas, concepts, models etc. that Etain makes available for the Customer as part of the Consultancy Service. However, Etain shall not in any way obtain any rights to the Customer's trademark or other material that evidently has been prepared by the Customer regardless of the Consultancy Services.

Upon completion of an assignment, the Customer is granted a free, perpetual and irrevocable right to use the results from the Consultancy Services which is not software code (such as HighQ configurations, solution descriptions, designs, process descriptions and the like) internally with the Customer’s business. Complete solutions delivered to the Customer by Etain at the Customer's own HighQ instance can also be used externally by the Customer, e.g. by involving its own customers, suppliers or partners, or by conducting commercial business with the solution. The right to conduct commercial operations with such Etain-developed solutions is limited to the Customer's own HighQ instances, and the Customer cannot, without Etain's consent, set up or contribute to set up similar solutions at other HighQ instances than its own.

In cases where the result from the Consultancy Service includes development of new software code, Etain shall remain full and unrestricted ownership to such software code. Etain may require a license fee, in addition to the compensation paid for the Consultancy Services, to be paid by the Customer for continuing access to such software code. Such licenses are governed by Etain’s product delivery terms.

Unless otherwise agreed, the results from Consultancy Services may not be copied to, shared with or used by other than the Customer itself, without Etain's written consent. The same applies to all digital sharing, which includes sharing on digital platforms. Etain has the right to refuse consent without reason.

All Consultancy Service deliveries by Etain are subject to Norwegian law.

In the event of a dispute the Parties shall seek to resolve the dispute in good faith.

Oslo District Court is agreed legal venue, however such that Etain may always choose to submit a dispute to the ordinary courts at the Customer's legal venue.