Terms

The capitalized terms used in these Terms and Conditions, both in the singular and the plural, are understood to have the meaning as described in this article.

Supplier: Sharefox AS (company registration no – 817404502) is the Supplier.

Customer: any legal entity or natural person acting during the course of its business or profession that concludes an Agreement with Sharefox for the provision of Services.

Account: the account of the Customer, which provides access to certain parts of the Platform and allows the Customer to use the Service.

Additional Features: specific expansions of the functionalities of the Services, indicated in a Quotation. Additional Features may be either (i) standard expansions of the Services, or (ii) expansions specifically developed for the Customer.

Agreement: the agreement between the Parties under which Sharefox provides its Services to the Customer, of which these Terms and Conditions, any appendices hereto, any accepted Quotations and (if applicable) Custom Term Proposals form an integral part.

Custom Terms Proposal: written proposal and all appendices thereto, which may or may not include a Quotation, agreed and signed by the Parties, of which these Terms and Conditions form an integral part – and which is one of the ways the Parties may conclude an Agreement.

Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trademark rights, brand rights, model rights, neighboring rights, patent rights, and rights to know-how.

Materials: all materials, including but not limited to websites, logos, leaflets, images, texts, videos, audio, and all other content made available by any Party under the Agreement.

Parties: Sharefox and the Customer (plural) or either Sharefox or the Customer (singular).

Platform: the platform to which access is provided by Sharefox as part of the Services and of which the functionalities may differ, depending on the agreed Service Plan and Additional Features.

Quotation: an offer for the provision of paid Services (or trials thereof) to the Customer by Sharefox, through the Website (including during registration), in writing or otherwise, specifying the Services, the applicable Service Plans and/or (if applicable) the Additional Features, and incorporating these Terms and Conditions.

Service Plan: the service plan according to which Services will be provided under the Agreement, indicated in a Quotation. Different features of the Service and different pricing may apply depending on the agreed Service Plan

Services: the services provided by Sharefox to the Customer including, but not limited, to access to the Platform, Sharefox API and Additional Features, the provision of training, consultancy services, and custom Additional Features for Customer. Functionalities of the Services may differ depending on the Service Plan and Additional Features agreed between Parties.

Terms and Conditions: these general terms and conditions and any appendices thereto.

Customer Data: any data processed through the Services by the Customer.

Website: www.sharefox.co

2.1. Upon entering into Agreement, the Customer will be provided access to an Account by Sharefox.  The scope of the Customer’s access to the Services will be determined by the agreed-upon Service Plan. In order to facilitate Account registration, the Customer is asked to provide, or will be provided with login information (a unique username and password).

2.2., Sharefox will apply all commercially reasonable efforts to, as soon as possible, provide the Customer with access to the relevant specified Services for the duration of the Agreement in accordance with (if applicable) the Service Plan. Sharefox will perform the Agreement to the best of its ability, with due care and expertise.

2.3. The Services may be integrated with third-party products and/or services. Such integration may only occur if a customer registers first with the third party in question and accepts the relevant terms and conditions applicable to those third-party products and/or services. Sharefox will in no case be liable or responsible for the functioning of such third-party products and/or services in relation to their integration with the Services.

2.4. Any delivery dates indicated by Sharefox under the Agreement are understood to be indicative only and do not constitute strict deadlines.

2.5. Some (parts) of the Services may require implementation in order to function properly. In light of this, Sharefox may provide implementation support, this will be carried out on request by the Customer and Sharefox shall provide a Quotation for implementation Service before commencing the implementation. The Customer’s acceptance of the relevant Quotation and the Customer’s receipt of a written confirmation from Sharefox.

3.1. A contract period (“Agreement Period”) entered on ordering the service and is drawn at start-up for a minimum of 12 months, unless otherwise specified and which grants the Customer access to the Services for the duration of the Agreement.

3.2. After the agreement period, the agreement is automatically extended by three (3) months mutually

3.3. Prices are given exclusive of VAT. Current prices appear on Sharefox’s website or agreement entered into in writing with the Customer. Other prices for products or services are available upon request.

3.4. Sharefox can adjust the prices. The customer will receive 30 days’ notice of price adjustment. Use of the Services after the effective date will be regarded as acceptance of the amended pricing or fees.

3.5. Terminations are considered valid when the Customer has notified his termination in writing to Sharefox. After the end of the agreement period, cf. point (a), the termination can be delivered at any time and will take effect three (3) months after the end of the next calendar month. A valid termination does not exempt the Customer from paying for previous Agreement periods, and/or the remaining part of the existing Agreement period. Termination from The Supplier shall be in writing by letter or e-mail to the Customer and shall be in the Customer’s possession no later than one month before the Agreement period expires.

3.6. Invoice is sent to the e-mail address the Customer has provided when ordering the service. The Customer agrees that the Sharefox can perform checks on the identity and creditworthiness of the Customer. The monthly fee is invoiced after access is given to the Service and is normally invoiced at the beginning of the month or in annual arrangements according to the contract. Setup and configuration services are invoiced at the start of the delivery unless otherwise agreed in contract. 

The variable fee is invoiced in arrears. In case of lack or late payment, Sharefox may calculate interest and any reminder fee from the due date with the current default interest rate. In the event of repeated non-payment, Sharefox has the right to terminate the agreement with immediate effect after urging on the agreed amount for (30) days.

3.7. The service (s) may include a transaction service that allows the Customer to charge via VISA, Mastercard, or other payment services. This requires a separate agreement between the Customer and third parties.

3.8. Variable fee. Orders registered in the system can be subject to a variable fee according to the order amount. This is measured as a share of sales registered through the Service (s). Agreed variable fee from Sharefox with the Customer is calculated in arrears per month and regulated in the Custom term proposal  /Quotation

3.9. Terms that have been specifically agreed in writing between Sharefox and the Customer, take precedence over these terms. Changes to the Terms take effect immediately after they are published on the Supplier’s website. The customer will be notified of changes. When you as a customer use our products and services, you accept our terms.

3.10. Upon entering into agreement, the Supplier may announce or list the Supplier – Customer relationship or discretionary display its relationship on the Sharefox platform.

4.1. License and rights: Sharefox grants the Customer the right to use the Service (s) under this agreement. The customer shall not, directly, or indirectly, solely or by third parties copy, modify, create new products or services based on the Service (s), licensing, distributing, or commercializing the Service (s). The customer is obliged to ensure that the use of the Service (s) does not contravene applicable Norwegian and foreign legislation or infringe intellectual property rights and other property rights. The Customer acknowledges that the Supplier owns all rights to the Service (s) provided under the agreement, including any improvements, amendments, feedback proposed by the customer related to its use of the Service (s).

4.2. Legality: The customer is responsible for the content and legality of the Data, and shall not transfer or process malicious code, data, or the like to or with the Services, or use the Services for illegal or harmful purposes. The Customer may use the Service only for business purposes and only within the range of the Customer’s normal business activities, on a non-exclusive basis, solely in strict compliance with these Terms, the documentation that accompanies the Service (the “Documentation”), and all applicable laws, including without limitation, data privacy laws and regulations applicable to the Customer. The customer further undertakes to keep The Supplier is indemnified for any claim that may be directed against the Supplier as direct or indirect due to the Customer’s use of the Service (s).

4.3. Security: The Customer shall ensure that unauthorized persons do not gain access to the Service (s), user (s) do not share password or user account. Sharing a user account is not allowed. Only the customer is further responsible for maintaining security related to usernames, passwords, access to the system, and to unauthorized person users of the Service (s). The Customer is obliged to inform the Supplier (s) in the event of a suspected breach of security, Sharefox has the right to close access to the account, if it is suspected in good faith, that it is necessary to maintain the security of the Service (s).

4.4. Information The Customer is obliged to do everything that is reasonably required and desired to ensure that the Service is performed correctly in a timely manner. In particular, the Customer will ensure that all information designated by Sharefox as essential or in respect of which the Customer should reasonably understand that it is required for the purpose of performing the Services, is provided to Sharefox in a timely fashion. The Customer makes sure that the information and details are correct, complete, and up to date.

4.5. Default: Violation of the aforementioned obligations is considered a breach and the Supplier may after an internal and independent assessment remove such information immediately without the consent of the Customer, close or terminate the agreement with immediate effect. Upon termination of the Agreement, the Customer’s data on Sharefox’s server (s) will remain deleted.

As an alternative, the Supplier may choose to limit the delivery of the Service (s) to the default possibly corrected. Sharefox has the right to claim compensation for any direct and indirect loss. The agreement terminates due to the Customer’s default.

The Customer is under no circumstance entitled to suspend the performance of its obligations under this Agreement.

5.1. Legality: Sharefox is obliged to ensure that the Services are in accordance with applicable data protection laws and regulations, this Agreement, and the Privacy Statement.

5.2. Default: The Customer has the right to terminate this agreement if Sharefox does not fulfill its obligations. The Customer must make any complaints immediately after the Customer has discovered or should have discovered the default. If a complaint is omitted or it is complained about too late, the Customer loses the right to assert the default. However, a cancellation can only take place 14 days after notice of cancellation has been received, and the breach pointed out has not ceased within such a time limit.

5.3. Accountability: The Supplier is not responsible for the Customer’s direct or indirect loss as a result of loss or reduced production or turnover, third party losses or other losses due to errors, deviations, delays, interruptions, downtime, lack of availability/service, lack of backup or similar circumstances or events.

5.4. Errors outside the service: The customer understands that in the event of a fault with the internet, browser or internet access, this is not the case error in the Service (s). The supplier can also not be held responsible if users of the internet, knowingly or unconsciously, acquire access to the Customer’s computer resources or the Service (s).

5.5. Compensation: The customer accepts that it will not be relevant to claim compensation for either downtime, suspension, closure, support, or development work performed by the Supplier. A possible liability is in any case upwards limited to the last payment from the Customer.

5.6. Liability Sharefox can only be liable towards the Customer for direct damages as a result of an attributable failure in the performance of the Agreement. Sharefox’ liability for indirect damages is excluded. For the purposes of this Agreement, indirect damages include lost savings, loss of data, loss of profit, damage to reputation and damage due to business interruption.

5.7. Force majeure: If force majeure etc. means that the obligations under the agreement cannot be fulfilled completely or in part, the Supplier’s duty is suspended to the extent that the relationship is relevant for the duration of the relationship. The customer can under no circumstances claim compensation for losses as a result of force majeure.

6.1. Sharefox monitors the service and will make back-ups of all customer’s data to ensure availability of the services but cannot warrant uninterrupted availability or uptime of the service. Sharefox back-ups are made as a precaution for technical failures or disruptions on the side of Sharefox.

6.2. Sharefox does not provide a back-up service and is not held to restore specific Customer Data or on the Customer’s request (for example when the Customer has accidentally removed specific Customer Data). The customer is therefore advised to back up its data. If Sharefox nevertheless decides to honour such a request, it may charge the Customer with all reasonable costs incurred.

7.1. Sharefox provides ongoing support to the customer through the use of helpdesk, including easy guidance and troubleshooting of general problems which arise, this service is provided free of charge for the Customer.

7.2. Documentation about implementation, troubleshooting, and general use of the Platform and Services is provided through the Website.

7.3. Support is offered  to the contact person who the Customer has stated to Sharefox and the support team will respond to requests as quickly as possible during normal business hours (weekdays 08:00-16:00 CET).  The response time may depend on the severity of issues. Contact details can be found at https://sharefox.co/support/.

7.4. Addition to the standard support, if a Customer requires additional support beyond simple guidance or configuration/training/troubleshooting/integration with third party solution and not related to system errors, or takes place on a customer’s request, this can be agreed upon separately and invoiced accordingly as part of a custom terms agreement, or other agreement.

8.1. From time to time, Sharefox may perform maintenance on the Platform and make changes to the Platform in the form of updates or upgrades. Such updates or upgrades may result in a change in the functionality of the Platform. Suggestions by the Customer are welcome, but Sharefox determines which changes will be made.

8.2. Sharefox reserves the right, at its sole discretion, to make necessary unscheduled deployments of changes, updates, or enhancements to the Service at any time.

8.3. Sharefox may add or remove functionality or features and suspend or stop a Service.

8.4. Sharefox strives to apply updates and changes according to scheduled maintenance plans and ensure the activities do not take place during peak hours. If Sharefox at any time plans to undertake a larger system update that causes downtime of more than 1 hour, we will notify affected customers in advance.

9.1. The Parties will treat as confidential (i) the contents of this Agreement and (ii) the information they provide to each other before, during or after the performance of this Agreement if this information has been marked as confidential or if the receiving Party knows or should reasonably assume that this information was intended to be confidential. The Parties also impose this obligation on their employees and on the third parties engaged by them for the performance of the Agreement.

10.1. Intellectual Property Rights relating to the Services and the Platform, and any Materials and Additional Features developed and/or made available by Sharefox under the Agreement are vested in Sharefox or its licensors. The Customer will be granted the rights of use with regard to the aforementioned as described in this Article 4.

10.2. The Customer is not entitled to make changes to the Platform, Additional Features or any Materials developed and/or made available by Sharefox under the Agreement and are not entitled to a copy of the source code, except where this is permitted by mandatory law. The Customer is not permitted to retrieve the source code by means of reverse engineering, decompilation or otherwise.

11.1. Accountability: The Customer is responsible for and owns all data stored on the Customer’s site by the service (s). The Customer hereby gives consent to the Supplier to access  the content and data, including person and usage data, located on the Customer’s site to provide support, operations, and other services. The customer has responsibility for the accuracy, integrity, content, reliability, and legality of such Data, including their use; The customer must further document the types and categories of personal data it processes in accordance with any requirements of applicable data protection laws. The customer is further responsible for notifying, to that extent it is required by applicable law, applicable supervisory authorities and/or Data Persons in the event of non-compliance with personal data;

11.2. Data processing: The Customer instructs Sharefox to process Customer Data on behalf of the Customer for the purpose and to the extent necessary to deliver the Service in a safe and professional manner and support, in compliance with and to fulfill this Agreement. Furthermore, the Customer gives the Supplier the right to use data such as generated by the use of the Service to protect Customer Data and the Services, and deliver, develop and maintain the service (s). Information about how the Supplier processes data in the Services, where data is stored, and which subcontractors used can be found in Data Processing Agreement (Appendix 1).

11.3. Security: Sharefox has the right to refuse disclosure of information about the customer relationship or make changes to the Agreement to persons who are not specified as contact persons at the Customer. Sharefox is responsible for implementing the technical and organizational security measures to protect the data against loss and unauthorized processing, ensure the confidentiality, integrity, and availability of the Customer Data on an appropriate level of safety for the risks associated with the treatment, with respect to modern technology and the implementation cost. The customer acknowledges that the supplier has provided sufficient and satisfactory information regarding the security measures.

11.4. Notification: Sharefox shall, after being made aware of it, notify the Customer if it is available by default with a reasonable degree of security, and whether the Customer has instructions or otherwise data processing activity which in the Supplier’s opinion violates applicable law or other data protection regulations. Furthermore, the Supplier shall notify of any request for the dissemination of data such as is received unless such notification is prohibited by law. The supplier will not respond to such requests unless the Customer has authorized it. The Supplier will only provide Customer Data to government authorities in connection with compliance with legally-binding requests, such as a court order or summons.

11.5. Assistance: Sharefox shall assist the Customer in his role as Data Processing Manager, with proper technical and organizational measures, as far as possible and in answering requests for the exercise of the data person’s rights and providing information necessary to demonstrate compliance with applicable data protection laws. Sharefox reserves the right to charge its standard rates for such assistance.

11.6. Deletion: Sharefox shall delete Customer data on request, when the Supplier’s legal basis for the processing of customer data expires, for example upon termination and termination of the customer relationship.

11.7. Subcontractors: Sharefox may use third-party subcontractors for the delivery and development of the Services, including the processing of Personal Data, and/or usage data. The supplier takes care of data processing agreements with subcontractors to meet privacy requirements when processing data. One updated list of subcontractors can be found in the Privacy Statement.

12.1. Neither party may transfer or assign its rights and obligations under this contract without the other party’s prior written consent, which shall not be unreasonably withheld. The same shall apply if a party is demerged into several companies or in case of assignment to a subsidiary or another company within the same group, but not if a party is merged with another company.

13.1. These Terms shall be governed by and interpreted in accordance with Norwegian law. In case of a dispute between the parties which cannot be solved by negotiations, either party shall be entitled to have such dispute finally decided by the Norwegian courts, with Oslo District Court as venue. Nevertheless, Sharefox has the right to instigate legal proceedings in the country where you have your place of residence or perform business activities.

Sharefox will revise these Terms from time to time, and these Terms shall at all times apply as they are available on (https://www.Sharefox.co /terms-of-service)

Should you have any questions concerning these Terms, please get in touch with us: info@sharefox.co.