Terms & Conditions

1. GENERAL INFORMATION

1.1 These Terms & Conditions govern the Customer’s procurement of the Service Provider’s Service. The Service Provider is Stø AS, registered in Norway with business registration no 927 611 929. The “Service” means the services provided by the Service Provider relating to customer due diligence and as ordered by the Customer from time to time.

“The Agreement” consists of these Terms & Conditions, including Appendix 1 Data Processing Agreement, Appendix 2 Sub-Suppliers list and the order confirmation issued by Service Provider to the Customer.

1.2 The information is available within the Service, a web-based solution, in connection with the statutory customer due diligence requirements set out in applicable national anti-money laundering legislation.

Information regarding the Customer´s own customers, limited to natural persons and legal entities, is obtained from public and private information sources as well as through self-declaration forms completed by the Customer`s own customers. The purpose is to collect, aggregate and validate required information. The Service provides continuous monitoring of data on a perpetual basis. Supporting documents will be generated for audit trail and record-keeping purposes. The Service is continuously evolving, with additional features being developed.

The Service is not to be regarded as an outsourcing of customer due diligence obligations under applicable anti-money laundering legislation.

2. RIGHT OF USE – USE RESTRICTIONS

2.1 Service Provider grants to the Customer a non-exclusive, non-transferable, revocable limited right to access and use the Service in accordance with the Agreement.

2.2 Customer may only use the Service for its intended purpose as set out in the description of the Service. The Customer shall not permit any third party to access and use the Service or data derived from it. The Customer may not use the Service to establish a separate database containing data derived from the Service.

2.3 Service Provider may suspend the Customer's right to use the Service without liability, temporarily or permanently, if the Customer is in breach of the Agreement or if such use is suspected.

3. PROVISION OF THE SERVICE

3.1 The Service is available for use 24/7.

3.2 Service Provider has the right to change the Service, provided that the change is based on new or amended regulatory- and other external requirements and/or orders, or the change is part of Service Provider’s ordinary development of the Service, security or market adaptation.

3.3 Service Provider shall fully cooperate with relevant competent authorities of the Customer, and any other person properly appointed by such authority.

4. FEES AND PAYMENT

4.1 All fixed fees and subscription fees are invoiced monthly in advance. Variable fees are invoiced monthly in arrears.

4.2 All fees under this Agreement shall be paid within ten
(10) days of issue of an invoice by Service Provider.

4.3 All fees under this Agreement are exclusive of value added tax.

4.4 Payments that are more than ten (10) days overdue will be subject to the amount determined by applicable law pertaining to overdue payments, on the overdue balance. If any payments are more than two (2) months overdue, Service Provider may, at Service Provider's discretion, without prejudice to any other rights and remedies and without liability to the Customer, suspend access to all or part of the Service until the invoices in question have been paid.

4.5 Service Provider may change the prices with 3 months’ notice to the Customer. If the Customer does not accept the new prices, the Customer may terminate the Agreement with effect from the date of the price change. In addition, the prices may be index regulated yearly without further notice in accordance with the Statistics Norway’s (SSB) Consumer price index (CPI All-item index).

5. SUPPORT, MAINTENANCE AND SLA

5.1 Support is available from Monday to Friday 08.00-16.00 CE(S)T all Working Days in Norway.

5.2 Service Provider reserves the right to perform maintenance, upgrades, service, etc. related to the Service. While Service Provider in general aim to do maintenance without downtime, any changes might cause unavailability, interruptions, or changes to the Service.

5.3 Service Provider is responsible for the daily operations of the Service as well as incident monitoring and handling.

6. SECURITY AND COMPLIANCE

6.1 Both Parties shall perform their services and obligations under this Agreement in compliance with all applicable laws and regulations.

6.2 Service Provider has an established security awareness training program, and its employees will conduct necessary training.

6.3 Both Parties warrant to adhere to all applicable privacy laws and regulations pertaining to the Service, including Regulation (EU) 2016/679 ("GDPR"). Further, by entering into this Agreement, the Parties also enter into Appendix 1 (Data Processing Agreement).

6.4 In the event of termination of the Agreement, the Service Provider provides the Customer access to customer data in a standardized format, unless the Customer already has access to or is in possession of the Data.

6.5 Service Provider shall ensure availability, authenticity, confidentiality and integrity of Customer data.

6.6 Service Provider shall have a documented Information Security Management System (ISMS) aligned with ISO 27001 with a set of relevant policies.

7. CONFIDENTIALITY

7.1 "Confidential Information" means the specific terms of this Agreement, and any information disclosed by either Party to the other Party, either directly or indirectly, in writing or in any other manner, relating to each Party’s business and/or customers, including without limitation confidential information about the Service.

Confidential Information shall not include information (i) already in the possession of the receiving party without an obligation of confidentiality; (ii) hereafter rightfully furnished to the receiving party by a third party without a breach of any separate nondisclosure obligation; or (iii) publicly available without breach of this Agreement (i.e., information in the public domain).

7.2 Neither Party shall use, or disclose to any person, either during the term or after the termination of this Agreement, any Confidential Information except in accordance with the other party´s prior written consent or as required by law.

7.3 The duty of confidentiality gives way to national extradition orders, other statutory duty of disclosure, government orders pursuant to law or if court decisions require it.

Disclosure of necessary information in connection with security audits or control and supervision by public authorities is not considered a breach of confidentiality.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 All right, title and interest to any software, products, technology and/or information in any service, documentation or material provided or developed by The Service Provider from time to time under this Agreement, shall remain exclusively with Service Provider or Service Provider’s licensors. As between Service Provider and the Customer, Service Provider also owns and holds all Intellectual Property Rights and other rights to the non- personal log data in and from Service Transactions, which will be used in an aggregate manner that does not identify the Customer or any other legal or natural persons.

Customer acknowledges and agrees that it has no rights or claims of any type, other than the right of use granted under this Agreement, to the Service, all modifications (whether made by Service Provider, the Customer, or third parties), trademarks, the above mentioned log data, and the Intellectual Property Rights embodied therein, and the Customer irrevocably waives and releases any claim to title and ownership rights (including copyright ownership) thereto.

9. LIMITATION OF LIABILITY

9.1 The information from the Service is delivered "as is" from public and private sources, and there is no guarantee that the information is free from errors or omissions. Service Provider shall not be liable for identification or information or errors in the content of the data provider and shall have no liability to the Customer for the quality of the information provided by the sources through the Service under these Terms.

9.2 For the avoidance of doubt, the Service Provider accepts no liability whatsoever towards the Customer or any other third person, for:

(i) any loss caused by any transaction by use of the Service;

(ii) errors or delays that are outside Service Provider’s reasonable control, including without limitation denial-of- service attacks (DoS), general internet failure, line delays, power failure or faults of any machines;

(iii) loss caused by deficiencies in Service Provider’s Service that are caused by the Customer’s acts or omissions; or

(iv) any loss suffered because of loss of data caused by the Service, excluding remedial expenses incurred to restore lost data in the event the loss of data was caused by Service Provider’s failure to make backups and such backup obligation was explicitly agreed upon.

9.3 Neither Party shall be liable to the other Party in contract, tort or otherwise, whatever the cause thereof, for any loss of profit, business or goodwill or any other indirect damages of any kind arising under or in connection with this Agreement.

9.4 The total and maximum liability of a Party under this Agreement shall in no event exceed an amount equal to the total amount (excluding VAT) paid by the Customer to Service Provider under the Agreement the 12 months preceding the event that incurs liability.

9.5 If the tortious Party has demonstrated gross negligence or intent, the limitations on damages shall not apply.

10. TERM AND TERMINATION

10.1 The Agreement will have a fixed term of 12 months calculated from the first day of the month following the effective date of the Agreement (the date an order is placed by the Customer). Thereafter, the Customer may terminate the Agreement with 3 months’ written notice, calculated from the end of the month the notice is sent. Service Provider may terminate the Agreement by giving twelve (12) months' notice.

10.2 This Agreement may be terminated by either Party at any time if the other Party is in material breach of any term or condition of this Agreement and such breach continues unremedied for a period of thirty (30) days after the Party in breach has been notified of such breach by the other Party by means of a written notice.

10.3 This Agreement may be terminated by either party, if a receiver is appointed for the other party or its property, if the other party makes an assignment for the benefit of its creditors, any proceedings are commenced by, for or against the other party under any bankruptcy, insolvency or debtor's relief law, or actions are taken to liquidate or dissolve the other party.

10.4 This Agreement may be terminated by Customer subject to the conditions set out in the Data Controller Agreement.

10.5 Upon expiration or termination of this Agreement:

(i) The Customer shall immediately cease its use of the Service; and

(ii) The due dates of all outstanding invoices shall automatically be accelerated so they become due and payable on the date of termination or expiration, even if longer terms have been previously agreed.

11. MISCELLANEOUS

11.1 Service Provider may update these terms and conditions. Customer is always bound by the latest version of the terms and conditions. Service provider shall notify the Customer of changes if they are detrimental to Customer.

11.2 Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

11.3 Neither Party shall be responsible for failure of performance due to causes beyond its control, including, but not limited to labor disputes and actions of any government agency, and other force majeure events defined by applicable law.

11.4 This Agreement shall be governed by and construed in accordance with the laws of Norway. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination, or invalidity thereof, shall be settled by the courts of Oslo.