Software as a Service terms and conditions
concerning the provision of Volue Software as a Service (“SaaS”) products  
1.	Scope
These terms apply to the Customer’s use of Volue or any of Volue Affiliates’ standard software and related services by way of a subscription where Volue software is made available to the Customer via a Cloud solution during the Subscription term as a Software as a Service (‘SaaS’), and paid by the Customer with an annual Subscription fee. These terms do not apply for software solutions which have been developed for the Customer individually.
Unless agreed otherwise in writing these terms and conditions apply exclusively, to the exclusion of any terms and conditions provided by Customer.
The scope of the Volue SaaS products is described in detail in Appendix A.
Definitions: 
Affiliates	Any company that is, directly or indirectly controlled by or controls either party, or is under joint control of with such party by a joint parent company. With regards to Volue, this refers to the group of companies directly or indirectly controlled by the Norwegian stock listed legal entity Volue ASA.
Cloud	the platform hosting the SaaS as further described in Clause 6 hereto.
Cloud Provider	The provider of the Cloud hosting services, as further described in Appendix A
Customer	The legal entity named in the offer as customer.
Party/Parties	Volue or Customer individually or jointly referred to
Subscription 	The agreement between the Parties giving the Customer a payable right to use the Volue SaaS products in accordance with these terms and conditions.
Volue	The legal entity named in the offer as provider of the SaaS


Volue SaaS products	the Software-as-a-Service products and solutions as further specified in Appendix A.
Term Sheets	Written documents containing any specific and/or additional terms applicable for the SaaS to be provided to Customer.
These terms and conditions and any supplementary Term sheet(s), if any, shall constitute a uniform contract. The provisions of these terms and conditions shall apply to all Term Sheets agreed between the Parties if and insofar as the Term Sheets do not expressly  provide for a different regulation. In case of conflict, the provisions of the respective Term Sheets shall take precedence over the provision of these terms and conditions.
2.	Subscription Term
Subject to the Customer paying the Subscription fee in accordance with this contract, the Customer shall be entitled to use the SaaS from the time it is made available to the Customer via the internet until the end of the same calendar year. Thereafter, the subscription shall be automatically renewed for 1 (one) year at a time, unless terminated by either party in writing with 3 (three) months prior notice to the end of the then current calendar year. A termination of contract also means that the Customer’s right to use the SaaS is terminated. 
Either Party can terminate the Subscription with immediate effect in the event of a material breach of contractual obligations by the other Party that has not been remedied by the defaulting Party within reasonable time. Non-payment of the Subscription fee when due is to be considered as material breach and entitles Volue to terminate the Subscription with immediate effect, if the Customer has not paid the amount overdue within 14 days following a payment reminder by Volue. 
3.	Volue’s Duties
Volue shall perform the SaaS to the best of its ability and with the due care of a prudent businessman. In this regard, Volue shall not be obliged to bring about a specific economic result. Volue shall ensure that the SaaS will be performed substantially in accordance with the description of such Volue’s software and services as set out in Volue’s standard product specifications and user guide and, if applicable, as agreed between the Parties in writing in separate Term Sheets.
As part of the SaaS, Volue shall continuously maintain the Volue software in the Cloud, without extra cost to the Customer which includes standard upgrades and general maintenance of the SaaS, and furthermore support as further specified in Appendix B. Expansions of the SaaS in the form of adding new software functionality however are not covered by the Subscription. Should a need for a change of functionality arise after the Subscription has been entered into, either as requested by the Customer or as a result of governmental, legal or regulatory demands applying to Customer’s business, the Customer may request to have these changes implemented in the SaaS. Volue will assess the cost- and progress-related consequences of such changes as soon as possible and present them to the Customer. Such changes will be implemented only if Customer pays the agreed additional costs. 
Volue may use qualified third parties in order to perform the agreed SaaS, subject to prior notification of the Customer. Any Volue Affiliates are not considered as third parties in this respect.
To the extent that some of the standard software included in the SaaS is subject to a third party’s standard license terms and conditions, those shall be added to these terms and conditions and shall be binding to the Customer. The provisions of such license terms and conditions governing right of use shall prevail over the provisions governing the use right as set forth in these terms. In the event of defects in title, Volue shall not be liable for damages due to defects in title associated with third party standard software beyond that what follows from those third-party license terms and conditions.
4.	Customer’s Duties and Use Right
The Customer shall contribute to facilitate Volue’s performance of its duties hereunder. In order to use the SaaS, the Customer is responsible for having an internet connection with access to the Cloud as described by Volue. With the Subscription the Customer is granted a non-exclusive, limited, terminable and non-transferable right to use the SaaS and any Volue software contained therein only for the Customer’s own business processing, and shall not be interpreted as allowing any third party to make use of the SaaS. The Customer may not sell, rent out, sub-license or modify the SaaS and its documentation, or give unlicensed third parties access to the SaaS. 
Customer shall, if so required by Volue, carry out any reporting or recording necessary for documenting that the use of the SaaS is in compliance with these terms. Customer shall take any action required for preventing any unauthorized persons getting access to the SaaS. It is Customer’s own responsibility to perform a risk analysis for assessing the consequences for undesirable events (such as lost internet connection) and to make its employees or consultants aware of any security risks related to the use of the SaaS, including mitigating measures should such event occur, and comply with all applicable laws and regulations in relation thereto.
Customer owns all rights, title and interest in and to all of its data provided when using the SaaS, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such data. Each party will use diligence in the protection of Customer’s data and in preventing any unauthorized person or entity from gaining access thereto. Volue shall have the right to use and display the Customer’s data in an encrypted form and to monitor the Customer’s use of the SaaS in order to provide and improve the Volue SaaS products or software.
5.	Cloud Solution (‘Cloud’) 
Volue uses the Cloud Providers’ platform(s) for offering the SaaS. This/these platform(s) is/are hosted in the EU area and European laws and regulations for data protection apply.
The operations services by Volue include necessary infrastructure for the cloud solution (servers, databases, network) and storage of data in the cloud solution of the Cloud provider. The solution uses the Cloud Provider’s security mechanisms in order to prevent unintentional access to solution and data.
In this context, Customer is the data controller, Volue the data processor and the Cloud Provider is Volue’s subcontractor/sub-processor. Volue as the data processor shall process the Customer’s data only on behalf of the Customer and only for the purpose of and to the extent necessary for providing the SaaS to Customer.
Customer is aware of and consents to that its data provided by using the SaaS is stored by the Cloud Provider. Volue shall, by way of planned and systematic measures, ensure satisfactory information security in accordance with applicable laws and regulations, or any lawful instructions given by Customer, with regards to protecting Customer’s data from any loss, misuse, access or alteration by unauthorized persons, and against virus and other malware attacks. Volue shall keep Customer’s data separated from any third parties’ data in order to mitigate the risk of data being compromised or accessed by unauthorized persons. 
Volue shall be able to document its information system and security measures undertaken. Such documentation shall upon request be made available to Customer and to authorities responsible for data supervision and personal data protection. 
Volue shall inform the Customer without undue delay in the event of any uncertainty or actual breach relating to the Customer’s data processed or stored through the SaaS. 
If Volue is supposed to process any personal data as defined in GDPR (EU Regulation 2016/679) on behalf of the Customer as part of the Subscription, the Parties shall enter into a separate data processing agreement which shall detail the purpose of such data processing, the requirements related to the information system and security measures undertaken, etc. In case of any conflict between these terms and conditions and such data processing agreement, the data processing agreement shall take precedence.
6.	Support
In addition to the right of use, the Subscription gives the Customer the right to access Volue Support. Such right shall commence from the point of time when the Customer has started with the use of the SaaS as agreed. The right to use Volue support is limited to the Customer and does not include Customer’s partners, customers or similar. Volue Support and Service Level Agreements are described in Appendix B. 
Unless otherwise agreed, Volue Support is to investigate error messages from Customer. Should the error be due to Customer’s own infrastructure or otherwise caused by Customer, Volue shall invoice assistance to resolve such error according to its then current rates and prices. 
7.	Availability and Service Level Agreement (SLA)
Availability as well as other SLAs are defined in Appendix B.
When calculating uptime, the following is not included: planned operational shutdown due to for example preventive maintenance, upgrades etc., including those of the hosting Cloud Provider, downtime caused by Customer himself, or downtime of equipment, parts or partners that fall within the risk sphere of Customer or downtime caused by a Force majeure event.
The Customer has to notify any disturbances in availability forthwith after becoming aware of them. In case the notification of an error is received the assessment of the error shall begin within the agreed SLAs. Any delays in error rectification which are caused by the Customer (such as Customer’s contact person not being available) are not counted into the error rectification time.
8.	Payment and Price Changes
Unless agreed otherwise in the respective Term Sheets, Customer shall pay the agreed fixed Subscription fee, which is defined in Appendix C, in advance on an annual basis (the initial year is paid from the date the Subscription has been entered into until year-end). All amounts are quoted and to be paid in EUR and are exclusive of VAT. Customer shall pay invoices without deductions within 10 (ten) days of the invoice date. If the payment deadline is not met, Volue is entitled to claim interest on overdue payment pursuant to the then applicable basic interest rate of the European Central Bank. 
Objections against evidently inaccurate invoices may only be raised in writing within 30 (thirty) days upon receipt of an invoice. Refraining from objecting in time shall be deemed to constitute approval of such invoice. Except in the case of evident mistakes (e.g. miscalculations), objections against invoices shall not entitle the Parties to defer, reduce or withhold payment; where justified, such objections shall merely give rise to an entitlement to reimbursement. 
Volue may adjust the Subscription fee and daily rates for services on an annual basis with effect from 1st of January according to the changes in the German Nominallohn index (Entwicklung der Reallöhne, Nominallöhne und der Verbraucherpreise im Jahresdurchschnitt - Statistisches Bundesamt (destatis.de), https://www.destatis.de/DE/Themen/Arbeit/Verdienste/Realloehne-Nettoverdienste/Tabellen/reallohnentwicklung-jahre.html
Changes in prices for third-party deliverables included in the SaaS, or any other changes that have an impact on the calculation of the Subscription fee, may give reason for a price adjustment if notified to Customer with 3 (three) months prior written notice to such price adjustment taking effect. In the latter case, the Customer shall have the right to terminate the Subscription with written notice 2 (two) months prior to the intended price increase.
9.	Limitation of Liability
Neither Party may claim compensation for indirect losses from the other Party, whereas indirect losses includes, but is not limited to: Loss of earnings of any sort, lost reductions, loss due to loss of production or turnover, loss of earnings such as the result of termination of contract with a third party as well as third party claims. 
The total loss or damages which Customer may require from Volue under this Subscription, irrespective of cause, are limited to the amount of the Subscription Fee that has been charged by Volue to the Customer during the past 12 months prior to the loss occurrence.
Such limitation of liability will not apply, however, if Volue, or any party for which it is responsible, has shown gross negligence or wilful misconduct. The limitation of liability will not apply either if Customer has incurred indemnification liability for defects in title for which Volue is liable. 
10.	Intellectual Property Rights
Customer acknowledges that Volue and/or its licensors own and will retain all Intellectual Property Rights to the SaaS, whereas Intellectual Property Rights shall include but not be restricted to: copyright, patents, trademarks (whether registered or unregistered), database rights, trade secrets, trade names, design and product design, source code or know-how. Customer shall have no rights to the SaaS other than for the use rights expressly stated in these terms and conditions and, if applicable, the Term Sheets. 
Should Volue in the performance of the SaaS infringe any copyrights or other intellectual property rights of third parties, Volue must be informed in writing as soon as possible. Volue will handle the claim at its own expense and indemnify Customer. Volue will be obliged to secure the missing rights or secure a service for Customer of at least equal benefit. 
11.	Handling of Data upon Termination of Contract 
If this Subscription is terminated, any Customer data, including back-up copies, that has been handled by Volue in the Cloud should, at Customer’s discretion, either (a) be transferred back to Customer or (b) made available for downloading, with equivalent information to Customer, then (c) after the agreed deadline, be deleted from all storage with Volue and in the Cloud. Customer must pay for these services, as long as the termination of the Subscription is not due to a material breach of contractual obligations by Volue. 
Volue shall under no circumstances have the right to withhold the Customer's data. 
12.	Confidentiality of Information
Each Party may be given access to some information from the other Party that such Party wishes to be kept confidential and which is either labelled as confidential or by its nature to be understood as confidential. However, confidential information shall not include such information that (i) is or becomes publicly known other than through any act or omission of the receiving Party; (ii) already was in the other Party’s lawful possession prior to the disclosure; (iii) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the receiving Party, with such independent development being possible to be evidenced in writing; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. 
Each Party shall hold the other’s confidential information in confidence and shall not make it available to any third party, or use such confidential information for any purpose other than the implementation of these terms and conditions. Third parties do not include Affiliates. The duty of confidentiality shall last for the duration of the Subscription, and end 5 (five) years after the termination of the Subscription.
13.	Force Majeure
Neither Party shall have any liability to the other Party hereunder if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control that have not been reasonably foreseeable when entering into the Subscription; provided, however, that the other Party is notified of such an event and its expected duration. Events of Force Majeure include but are not limited to: natural disasters, war, industrial action, acts of sovereignty, failure of network and communications facilities of data and communication network operators, as well as the non-availability of the Cloud Provider’s services. If a Force majeure situation lasts uninterrupted for more than 30 (thirty) days, either Party may terminate the Subscription by written notice to the other Party.
14.	Miscellaneous, governing law
In the event that individual provisions of these terms and conditions are or are rendered invalid or unenforceable, the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced with the relevant statutory provision. In the event of a lack of a statutory provision, the Parties shall replace the invalid or unenforceable provision with a valid and enforceable provision which most closely approximates the economic intent of the Parties. The same apply in the event of a gap in these terms and conditions. 
The Subscription shall be governed exclusively by the laws of the Federal Republic of Germany excluding the international private law and the UN Convention on Agreements for the International Sale of Goods (CISG). Any amendments and additions to the Subscription, including this provision, shall be made in writing in order to be effective. 
The Parties undertake to settle by way of negotiations any differences of opinion arising in relation to the Subscription or in relation to any services provided or to be provided under these terms and conditions. In the event that such negotiations do not result in an agreement between the Parties, the dispute shall be finally settled in accordance with the Rules of Arbitration of the German Institution of Arbitration (Deutsche Institution für Schiedsgerichtsbarkeit e.V. – DIS), without recourse to ordinary courts of law. The place of arbitration shall be Munich, Germany. The language of arbitration shall be German. 


APPENDICES
Appendix A – Volue SaaS Scope
Appendix B - Service Level Agreements
Appendix C - Ref. Appendix 5 Main Agreement
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