Last modified: November 22, 2021
1. General provisions
1.1 Scope of the Services
This Urban Sharing Agreement for Urban Sharing products (the "Agreement") is made and entered into between Urban Sharing AS and the entity agreeing to these terms (the “Customer”), and concerns the ongoing provision of software and services by Urban Sharing (the “Services”), pursuant to any order confirmation referencing these Terms & Conditions (“Order form(s)”).
The Services may also include installation, configuration, customisation and/or integrations if this is specified in the Order form.
2. The parties’ overall responsibility
2.1 Urban Sharing’s responsibility for the Services
Urban Sharing is responsible for ensuring that the Services delivered fulfil the descriptions specified in the Order Form. Urban Sharing is also responsible for ensuring that the Services are in accordance with the service levels set out in the Service Level Agreement (SLA) . Operation of the Services is included in the consideration.
For services for which no explicit service levels are specified, the service level must be similar to what can be expected of a standard equivalent service in the market.
Any adverse events after the delivery date must be handled according to the procedures and within the deadlines specified in the Order form.
2.2 Urban Sharing’s responsibility for third-party deliverables
Urban Sharing uses certain third party tools as part of our platform. Some of these are engaged as sub processors and may process personal data. The relevant third parties are listed in the Urban Sharing Data Processing Agreement.
Urban Sharing is not liable to the Customer for any errors in third-party deliverables. This entails that the Customer may not invoke any non-fulfilment of agreed quality requirements after the delivery date, including service levels, if this is due to an error in third-party deliverables. This also applies to the loss or destruction of data.
In the case of errors in third-party deliverables impacting the Services, Urban Sharing shall report the error to the third party, and keep the Customer informed about the status of any error rectification.
The parties’ responsibilities in the case where IoT is part of the Agreement shall be covered in a separate document, linking to this Agreement.
2.3 The Customer’s participation responsibility
The Customer shall contribute to facilitating the Urban Sharing’s performance of its duties under this Agreement.
The Customer is responsible for that the Customer's and its users', use of the Services is in accordance with (i) the Agreement; (ii) the intended use; and (iii) the Acceptable User Policy.
The Customer shall, unsolicited and on an ongoing basis, inform Urban Sharing in writing of any complaints received from the Customer's users in respect of the Services. The Customer shall notify Urban Sharing of any relevant experience acquired under the use of the Services, and make suggestions as to possible improvements to the Services.
3. Delivery and performance of the Services
3.1 Plan for the establishment phase
If an establishment phase shall be conducted, the parties shall prepare a plan for such phase. The plan shall include a description of roles and responsibilities. A plan for an establishment phase may be included in the Order form.
3.2 Maintenance of the Services
Urban Sharing's standard upgrades and general maintenance of the Services are included in the consideration unless specified otherwise in the Order form. This may include new versions and correction of errors.
The Customer shall be informed in advance of major updates that will have significant impacts to the Services. For such updates in third-party deliverables, the obligation to inform applies only to the extent Urban Sharing has knowledge of such information.
New minor versions and corrections of errors are provided continuously in the Services.
Security updates in connection with the Services may be performed without advance notice to the Customer.
3.3 Professional Services
Urban Sharing will provide special services (“Professional Services”) ordered through the Order form. The scope, dependencies, deliverables and any other important related information must be described thereint. The cost for such work is paid as a fixed fee agreed as part of the Order form or otherwise as an hourly rate indicated in a separate agreement. All work delivered through Professional Services is subject to the overall terms & conditions of this Agreement unless otherwise stated.
4.Consideration and terms of payment
All prices and conditions for the consideration to be paid by the Customer for the Services, including prices for any third-party deliverables included in the Services, are specified in the Order form.
All prices are stated excluding value-added tax. All prices are stated in Euros unless stated otherwise.
Urban Sharing reserves the right to conduct an audit of the Customer’s use of the Services, in order to verify that the consideration paid is in accordance with the Agreement in terms of the number of users/locations, volumes, or similar conditions. Reasonable notice of such audits must be given and they will be conducted with the least possible inconvenience to the Customer.
4.2 Invoicing date and terms of payment
Unless otherwise stated in the Order form, ongoing consideration will fall due for payment fifteen (15) calendar days after the invoice date, and for the first time no earlier than fifteen (15) calendar days after the delivery date.
4.3 Late payment interest
If the Customer does not pay at the agreed time, Urban Sharing 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 Interest Act).
4.4 Payment default
If overdue with the addition of interest on late payment, has not been paid within fifteen (15) calendar days of the due date, Urban Sharing may give the Customer written notice that the Services will be suspended if settlement has not been made within fifteen (15) calendar days of receipt of such notice.
If overdue with the addition of interest on late payment, has not been paid within fifteen (15) calendar days of the due date, Urban Sharing may give the Customer written notice that the Agreement will be terminated if a settlement has not been made within fifteen (15) calendar days of receipt of such notice.
Termination 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.
4.5 Price adjustments
Urban Sharing’s prices may be adjusted at the beginning of each calendar year by an amount equivalent to the increase in the Consumer Price Index (CPI) published by Statistics Norway (SSB), with the initial reference index value being the index value for the month in which the Agreement was signed.
Urban Sharing’s prices may also be adjusted to the extent that rules or administrative decisions pertaining to public taxes are amended in a way that affects the consideration or costs of Urban Sharing, if third-party deliverables affects the cost of Urban Sharing, or if the Customer or its users are not using the Services in accordance with Urban Sharing's instructions and guidelines. In such a case, Urban Sharing must notify the Customer of this. The price changes must be documented and will apply as from the Customer’s receipt of notice of the price changes.
5. Duration and termination
The Agreement enters into force on the date stated in the Order form.
The Agreement will be for the term state in the Order form. Unless stated otherwise in the Order form, the Agreement shall thereafter be renewed automatically for a term of twelve (12) months at a time. Urban Sharing may terminate the Agreement by giving one (1) month’s notice.
5.2 Early Termination
In case of early termination, the remaining months will be charged to the Customer until the total payment for the year is fulfilled.
6. Information security and personal data
6.1 Information security
Urban Sharing will take appropriate measures to address the information security requirements associated with the performance of the Services.
This entails that Urban Sharing will take appropriate measures to ensure the confidentiality of the Customer’s data, as well as measures to ensure that data does not fall into the hands of unauthorised persons. Furthermore, Urban Sharing will take appropriate measures to protect against the unintended modification and deletion of data, against virus, and other malware attacks.
Urban Sharing will keep the Customer's data separate from the data of any third parties, in order to reduce the risk of impairment of data and/or access to data. By separate is meant that necessary technical measures to secure data against unintended change or access are implemented and maintained. Unintended changes or access also include access by the employees of Urban Sharing or others who do not need the information in their work for the Customer.
Urban Sharing will ensure that suppliers of third-party deliverables undertake sufficient and necessary assurance of the Customer’s data.
6.2 Personal data
The Agreement entails that Urban Sharing is a data processor, and may engage sub processors as part of the delivery of the Services.
6.3 Data processing and terms
Urban Sharing's data processing policy is included in the Data Processing Agreement. The terms of the latter are incorporated by reference into this Agreement.
7. Right of ownership and right of disposal
7.1 The rights of the parties
This Agreement will not change the copyright, right of disposal or property rights held by the parties prior to the Agreement, and which they retain during the performance of the Agreement.
If Urban Sharing develops software, documentation or other material under the Agreement, Urban Sharing shall hold proprietary rights and intellectual property rights to such material.
Access to the Services comprises all of the rights that are necessary to use the Services in accordance with the purpose of this Agreement, including any prerequisites and limitation (e.g. in relation to the number of users, volumes, etc.). Unless otherwise specifically agreed, no intellectual property rights are transferred to the Customer. The Customer does not have exclusive access to the Services.
Urban Sharing grants to the Customer for the term of the Agreement a non-exclusive, non-transferable, and non-sublicensable licence to install and/or use software as specified in this Agreement, including any prerequisites and limitation (e.g. in relation to the number of users, volumes, etc.), solely to use the Services in compliance with this Agreement and solely to utilise certain equipment/hardware delivered under a separate hardware agreement, if any.
7.2 Right of ownership of data
The Customer shall retain proprietary rights to all data processed by Urban Sharing on behalf of the Customer, and which are stored or processed using the Services provided under the Agreement. The same applies to the result of Urban Sharing’s processing of such data. Urban Sharing may not under any circumstances exercise a right of retention in such data.
Urban Sharing is granted a non-exclusive, royalty-free, perpetual right to utilise any data in the Services. Such right includes copying, modifying, and analysing for the purpose of monitoring and providing the Services, as well as producing statistics and invoices and to error correct, improve, and further develop the Services and the technology upon which the latter are based.
8. Reconstruction of data
In the event of the loss or destruction of data, Urban Sharing must without undue delay restore the data from the latest backup and/or failover storage. This will not apply if the data loss is due to errors in third-party deliverables.
Recovery shall take place without additional consideration to the extent that such loss or destruction of data is due to circumstances for which Urban Sharing is liable. If the cause of the loss of data means that the Customer is to pay for the recovery, Urban Sharing shall clarify the scope with the Customer before the work starts.
Except as expressly provided for in this Agreement, to the fullest extent permitted by applicable law, Urban Sharing (i) does not make any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, noninfringement, or error-free or uninterrupted use of the Services or Software and (ii) makes no representation about content or information accessible through the Services.
10. Breach and sanctions
10.1 Breach of contract on the part of Urban Sharing
No breach will exist if the issue is due to the Customer's circumstances or force majeure, or if the matter is subject to the limitations of liability concerning third-party deliverables stated in clause 2.2.
The Customer must give written notice of the claim without undue delay after the breach of contract has been discovered or should have been discovered.
10.1.1 Notice obligation
If Urban Sharing is unable to fulfil its obligations as agreed, Urban Sharing shall give the Customer written notice of this as soon as possible. The notice must specify the reason for the problem and, as far as possible, when the Services can be delivered. The same will apply if it can be assumed that further delays will occur after the first notice has been given.
10.2 Sanctions in the event of breach by Urban Sharing
On any breach by Urban Sharing, it is Urban Sharing's responsibility to rectify the error in such a way that the Services once again correspond to the Agreement. The error shall be rectified in accordance with the agreed service levels.
In the event of a material breach of contract by Urban Sharing, after giving Urban Sharing written warning and a reasonable time to remedy the situation, minimum two (2) weeks after reception of notice, the Customer may terminate the Agreement with one (1) month’s notice. Breach of contract must be documented by the Customer in writing against the clauses of the Agreement and Order form.
In the event of material breach by Urban Sharing, the Customer may require a financial credit in monthly fees for documented direct losses. No losses will be covered if the damages fall under the scenarios described in clause 9.1 and 2.2.
The total financial credits which the Customer may require during the term of the Agreement are limited to an amount below to the total amount invoiced to the Customer during the last 12 months prior to the date of the claim. If the Services has not run for 12 months prior to the date of the claim, the total financial credits that may be claimed by the Customer is limited to an amount lesser than the already invoiced to the Customer.
10.2.4 Limitation of liability
No compensation for indirect losses may be claimed by the Customer to Urban Sharing. Indirect losses include, but are not limited to, lost profits of any kind, loss of data, lost savings.
10.2.5 Infringement of third parties' intellectual property rights (defect in title)
If a third party invokes the Services' defect in title to the Customer, the Customer must inform Urban Sharing in writing as soon as possible. Urban Sharing will handle the claim and indemnify the Customer as considered by Urban Sharing. The Customer must assist Urban Sharing during this process.
10.3 Breach of contract on the part of the Customer
10.3.1 Breach and claims
There is breach of contract by the Customer if the Customer fails to fulfil its obligations under the Agreement.
In the event of payment default by the Customer, see clauses 4.3 and 4.4.
The Customer will enter breach of contract even without Urban Sharing’s written notice without undue delay after the breach of contract has been discovered.
10.3.2 Notice obligation
If the Customer is unable to fulfil its obligations as agreed, the Customer shall give Urban Sharing written notice with a month’s notice. The notice shall specify the reason for the problem and when the performance can be resolved. The same will apply if it can be assumed that further delays will occur after the first notice was given.
In the event of material breach by the Customer, Urban Sharing may terminate the Agreement with immediate effect.
In the event of breach by the Customer, Urban Sharing may claim compensation for any direct and indirect losses.
11. Force majeure
If an extraordinary situation should arise which makes it impossible to fulfil obligations under this Agreement, and which under Norwegian law must be classified as force majeure, the other party must be notified of this as soon as possible. The obligations of the affected party shall be suspended for as long as the extraordinary situation prevails. The corresponding obligations of the other party shall be suspended for the same period.
In force majeure situations, the Customer may only end the Agreement with the consent of the affected party, or if the situation prevails or is expected to prevail for more than ninety (90) calendar days as of the date on which the situation arose, and in such case only with thirty (30) calendar days’ notice. Each of the parties will cover their own costs associated with ending the contractual relationship. The Customer will pay the agreed price for the part of the Services that was contractually delivered before the expiry of the Agreement. The parties may not present other claims against each other due to the expiry of the Agreement in accordance with this provision.
In connection with force majeure situations, the parties have a mutual disclosure obligation towards each other regarding all matters that must be deemed to be relevant to the other party. This information must be provided as quickly as possible.
12. Other Provisions
12.1 Assignment of rights and obligations
A party may only assign its rights and obligations under the Agreement with the written consent of the other party.
The right to consideration under this Agreement may be assigned freely (factoring), but shall not release the party from its obligations and responsibilities.
12.2 Confidentiality obligation and indemnification
Confidential information of which the parties become aware in connection with the Agreement and the implementation of the Agreement must be kept confidential, and may not be disclosed to any third party without the consent of the other party.
If the Customer is a public enterprise, the Customer’s confidentiality obligation under this provision will not be more extensive than as laid down by the Act of 10 February 1967 relating to the Procedure in Cases concerning Public Administration (the Public Administration Act) or equivalent sector-specific regulations.
The confidentiality obligation pursuant to this provision shall not prevent the disclosure of information if such disclosure is demanded pursuant to laws or regulations, including any disclosure or right of access pursuant to the Act of 19 May 2006 relating to the Right of Access to Documents in the Public Administration (Freedom of Information Act). The other party shall, if possible, be notified prior to the disclosure of such information.
The confidentiality obligation shall not prevent the information from being used when there is no legitimate interest in keeping it confidential, for example when it is in the public domain or is accessible to the public elsewhere.
The Parties shall take all necessary precautions to prevent unauthorised persons from gaining access to, or knowledge of, confidential information.
The confidentiality obligation shall apply to the parties' employees, subcontractors and any third parties who act on behalf of the parties in connection with the performance of the Agreement. The parties may only transfer confidential information to such subcontractors and third parties to the extent necessary for the implementation of the Agreement, provided that they are subject to a confidentiality obligation corresponding to this clause.
The confidentiality obligation does not preclude the parties from using the experience and expertise gained in conjunction with the performance of the Agreement.
The confidentiality obligation will continue to apply after the expiry of the Agreement. Employees or other persons who resign from a position with one of the parties will, following their resignation, continue to be subject to the confidentiality obligation concerning the aforementioned circumstances.
12.3 Bankruptcy, composition with creditors, etc.
In the case of debt rescheduling proceedings, composition with creditors, bankruptcy, or any other form of creditor intervention, in respect of the business of a Party, the other party will be entitled to cancel the Agreement with immediate effect, unless otherwise stipulated in statutory provisions.
13.1 Governing law
This agreement shall be governed by Norwegian law, without regard to its conflict of law provisions.
13.2 Negotiations and mediation
Any dispute, controversy or claim arising out of or in connection with this agreement, or the breach, termination or invalidity thereof, shall first be referred to mediation in accordance with the Rules of the Arbitration and Dispute Resolution Institute of the Oslo Chamber of Commerce in force at any time.
The Parties undertake, indefinitely, not to disclose the existence or contents of any judgment or decision related to or in connection with this agreement or any information regarding negotiations, arbitral proceedings or mediation in connection therewith. This confidentiality undertaking shall not apply in relation to information which a party is required to disclose by law, pursuant to an order of a governmental authority, or which may be required for the enforcement of a judgment or an award.
13.3 Litigation or arbitration
If one of the parties objects to mediation or if the mediation is terminated, the dispute shall be finally resolved by fast-track arbitration in accordance with the Rules of the Arbitration and Dispute Resolution Institute of the Oslo Chamber of Commerce in force at any time.