Kunnusta AS – Standard Terms and Conditions
Kunnusta AS is a company duly registered under the laws of Norway, with company registration number 827 929 492, with its offices at Lars Hilles gate 30, 5008 Bergen, Norway, (hereinafter “Kunnusta”), and a part of the technology group Fonn Group AS. Kunnusta specialises in project management and bespoke software integrations for workflow projects and offers a range of services. These Standard Terms and Conditions as set out below shall govern all purchases of services from Kunnusta.
For the purposes of these terms and conditions, the following definitions shall apply:
shall mean any entity that directly, or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, shall mean direct, or indirect ownership of more than 50 % of the shares in, or control of more than 50% of the voting interests of the subject;
shall mean this document along with the terms and conditions contained in any other contract document explicitly incorporated through reference herein, including the Main Contract Document between the Parties, as well as any appendices here- or thereto;
shall mean the legal entity with whom Kunnusta is contracting with under this Agreement, as identified in the signature section of the Main Contract Document;
shall mean the date of latest of the signatures by the Parties in this Agreement;
shall mean Fonn Group AS, a company duly registered under the laws of Norway, with its registered offices at Lars Hilles gate 30, 5008 Bergen, Norway, and with company registration no. 916 913 370;
“Fonn Extended Family”
shall mean Fonn Group and its Affiliates;
“Fonn Group General Terms and Conditions”
shall mean the general terms and conditions governing all purchases and usage of products and/or services offered by the Fonn Group Family, available at https://fonngroup.com/fonn-group-general-terms-and-conditions/, which shall apply to Kunnusta’s delivery under this Agreement as applicable and specified below, and which the Parties agree shall form part of this Agreement to the extent applicable to the Services;
“Main Contract Document”
shall mean the main contract document confirming the order for the Services;
“Party” or “Parties”
shall mean Kunnusta and the Customer, individually or collectively;
shall mean the services offered by Kunnusta to the Customer under this Agreement, as specified and described in the Main Contract Document;
shall mean any other legal or personal entity than Kunnusta and its Affiliates, and the Customer;
2. General Provisions
2.1 Applicability of Terms
Unless otherwise explicitly agreed in writing between the Parties, the terms and conditions in this Agreement shall apply to all delivery of services to the Customer from Kunnusta.
2.2 Interpretation of Terms
In the case of any discrepancies or conflict between the terms in the contract documents contained within this Agreement, the contract documents and the terms therein shall take precedence in the following order:
- The Main Contract Document
- These Kunnusta Standard Terms and Conditions;
- Fonn Group General Terms and Conditions (if applicable);
- Appendix 1;
- Appendix 2-5;
- Any other contract document explicitly incorporated by reference in the Agreement, including any additional appendices.
The work shall commence and be finalised in accordance with the Main Contract Document, cf. however Section 5.
2.4 The Representatives of the Parties
Upon the conclusion of the Agreement, each of the Parties shall appoint a representative who is authorised to act on behalf of such Party in matters relating to the Agreement. The authorised representatives of the Parties shall be the Main Contract Document.
3. Kunnusta’s Services
3.1 Specification of the Services
Kunnusta delivers a range of services, including project management, consulting- and development services, delivery of software offered “as a service”, integration and/or implementation of software and technical solutions, as well as maintenance, training and support services related to such software and solutions.
The Services to be delivered by Kunnusta to the Customer under this Agreement shall be specified and described in the Main Contract Document.
3.2 Kunnusta’s obligations
Kunnusta shall through its performance of the Services under this Agreement neither have nor assume any responsibility for the fulfilment or obtainment of any goal or purpose on the Customer’s hand, whether express or implied, in relation to this Agreement, hereunder fitness for a particular purpose, and Kunnusta shall solely be liable for its failure to perform in accordance with its obligations under this Agreement. Kunnusta shall however for the duration of the term of this Agreement:
- ensure that Kunnusta has and maintains the necessary competence to deliver the Services under this Agreement;
- deliver the Services and perform its obligations in under this Agreement and after its best abilities and in accordance with the applicable professional standards;
- apply any standards and/or methods, etc., expressly specified and mutually agreed in writing;
- enable the Customer to check and verify work performed by Kunnusta, as well as adherence to the specified standards/methods;
- cooperate with the Customer in good faith, and attend to the interests of the Customer;
- reply to requests from the Customer without undue delay;
- without undue delay, give notice of circumstances that Kunnusta understands may be of relevance to the delivery of the Services, including any expected delays.
3.3 Use of subcontractors
The Customer understands and accepts that Kunnusta is not a full-service company for the different services provided by Kunnusta, and that Kunnusta’s use of subcontractors for the fulfilment of the Services may be required and necessary. The Customer accepts that Kunnusta may at its own discretion freely engage such subcontractors for the performance of any of its obligations under this Agreement, which may be either (i) companies in the Fonn Extended Family, or (ii) Third Parties.
When engaging a subcontractor to perform any of its obligations under this Agreement, Kunnusta shall remain fully responsible for the performance of such work in the same manner as if Kunnusta had performed the work itself, in accordance inter alia with the limitations of liability set out in this Agreement, and except for any liability arising out of gross negligence, wilful misconduct or fraud by or on the part of the subcontractor.
3.4 Services including Software etc.
To the extent implementation, development or incorporation of software or other technical solutions is to be included in the Services, Kunnusta shall not be responsible for performing customer customisations, installations, or other tasks normally performed after the software and equipment has been handed over or made available to the Customer, unless such responsibility has been agreed separately in writing. Unless otherwise agreed, such services (if stipulated) shall be delivered as an additional service by Kunnusta and paid for by the Customer based on hours spent.
Unless otherwise agreed, Kunnusta shall not be responsible for performing maintenance or support of delivered or developed software or other technical solutions to the Customer. Any maintenance or support services delivered by Kunnusta outside the scope of the agreed Services shall be delivered as an additional service and paid for by the Customer based on hours spent.
4. Duties of the Customer
The Customer shall:
- contribute to Kunnusta’s delivery of the Services in good faith, and shall hereunder deliver any deliverables and perform any work to be carried out by the Customer , timely and in accordance with the progress plan in the Main Contract Document;
- reply to requests from Kunnusta without undue delay;
- without undue delay, give notice of circumstances that the Customer understands, or ought to understand, may be of relevance to Kunnusta’s delivery of the Services, including any expected delays.
5. Changes and Temporary suspension
5.1 Changes from Kunnusta
Through Kunnusta’s performance of its obligations under this Agreement, unforeseen components, ideas and revisions etc. may widen the scope of the Services or the duration of the delivery of Services compared to what was originally contemplated by the Parties in this Agreement (hereinafter “Changes”). The Customer accepts that such Changes may be necessary or advisable, and if implemented, will be reflected in the consideration due to Kunnusta under this Agreement. Unless otherwise agreed, Kunnusta will notify the Customer in advance of any necessary or advisable Changes, and not make such Changes until the Customer has accepted the Changes, unless the increase of costs resulting from the Changes amount to less than 10% of the total agreed costs (if applicable)
5.2 Changes from the Customer
If the Customer after the Effective Date notifies Kunnusta of a need for changes, modifications or additions to the Services to be delivered, or of any additional services compared to the scope of the Services as agreed (hereinafter “Customer Changes”), such notification shall not include or imply any obligation for Kunnusta or for its delivery of the Services under this Agreement until explicitly agreed to by Kunnusta in writing. Kunnusta retains the right to charge the Customer additional consideration for such Customer Changes and will notify the Customer of such additional costs at the time of acceptance of the Customers order for Customer Changes.
5.3 Temporary Suspension of the Services
The Customer may order the temporary suspension of the delivery of the Services. Such an order shall be made in writing with a minimum of seven (7) calendar days' notice. It shall be specified when the Services are to be suspended, and when it is planned to be resumed.
In the case of temporary suspension, the Customer shall reimburse Kunnusta for:
- The documented costs incurred by Kunnusta in relation to the reassignment of personnel.
- Other direct costs incurred by Kunnusta as a result of the suspension.
6. Testing and Approval of Software
Where the Services include the development or customization of Software for the Customer, configuration, setting of parameters, integration work or other services associated with the customisation of software for the Customer, any duties of the Customer and Kunnusta with regards to testing and approval of the Services shall be stipulated in Appendix 5.
7. Consideration and Payment Terms
The consideration and payment terms are set out in the Main Contract Document. Unless otherwise specified therein, all prices are quoted in EURO exclusive of VAT. The Customer shall be responsible for paying all taxes associated with its purchases, except for those taxes based on Kunnusta’s net income. Should any payment for the Services be subject to withholding tax by any government, the Customer shall reimburse Kunnusta for such withheld tax.
Disbursements, including travel and subsistence costs, shall be reimbursed to the extent agreed in the Main Contract Document.
7.2 Invoicing Date and Payment Terms
Kunnusta shall invoice the Customer on a monthly basis, unless otherwise agreed in the Main Contract Document. If the Parties have agreed that the Services shall be paid for hours or days spent, the invoiced amount shall pertain to the time spent up and until the invoicing date and any reimbursement of expenses incurred over the same period, unless otherwise agreed in the Main Contract Document.
Payment shall be made within thirty (15) calendar days of the invoice date unless otherwise agreed in Term Sheet. The invoices from Kunnusta shall be specified and documented in such a manner as to enable the Customer to check these. All invoices relating to hours/days recorded on an ongoing basis shall be accompanied by a detailed specification of the time accrued. Disbursements and other expenses shall be specified separately.
7.3 Late Payment Interest
If the Customer fails to make payment by the agreed time, Kunnusta shall be entitled to claim interest on any overdue amount, pursuant to the Act No. 100 of 17 December 1976 relating to Interest on Overdue Payments, etc. (Late Payment Interest Act).
7.4 Payment Default
If overdue consideration, with the addition of late payment interest, has not been paid within fifteen (15) calendar days of the due date, Kunnusta may send a written notice to the Customer, stating that the Agreement will be terminated for breach, unless settlement has taken place within fifteen (15) calendar days of receipt of such notice.
7.5 Price Adjustments
The prices in the Main Contract Document may be adjusted by Kunnusta to the extent that the rules pertaining to indirect taxes are amended in a way that impacts on the consideration or costs of Kunnusta.
The prices in the Main Contract Document may be adjusted as per the beginning of every calendar year, with an amount that shall not exceed the increase in the retail price index (the main index) of Statistics Norway, with the initial reference index value being the index value for the month in which the Agreement was formed.
8. Term and Termination
The Agreement shall come into effect as of the Effective Date and shall be effective until the Services rendered by Kunnusta are fully delivered and accepted by the Customer (hereinafter the “Completion Date”), unless otherwise provided herein.
8. 2 Termination for Cause
Either party may terminate (cancel) the Agreement on notice to the other Party if the other Party materially breaches the Agreement and such breach is not fully cured within thirty (30) days after the non-breaching party provides notice of the breach. Kunnusta may terminate the Agreement immediately on notice to the Customer if Kunnusta reasonably believes that the Services are being used or intended to be used by the Customer in violation of applicable law.
8.3 Termination without Cause
Each Party may terminate this Agreement with thirty (30) days written notice.
8.4 Effects of Termination
If the Customer terminates/cancels this Agreement after the Effective Date, but prior to the Completion Date, the Customer shall pay to Kunnusta:
- The amount owing to Kunnusta for the work already performed;
- The documented costs incurred by Kunnusta in relation to the reassignment of its personnel;
- Other direct costs incurred by Kunnusta as a result of the cancellation;
- The Cancellation Fee specified in the Main Contract Document as a percentage of the agreed consideration for Kunnusta’s services, as specified in the Main Contract Document.
9. Ownership and Intellectual Property Rights
9.1 Services including the development of specific software or solutions for the Customer
Where the Services rendered by Kunnusta under this Agreement includes the delivery of any software or other technical solution developed specifically for the Customer, the Customer shall have a perpetual, non-exclusive, non-transferable license to use, copy, modify and further develop the final works which Kunnusta has developed specifically for the Customer in accordance with the description of Services in the Main Contract Document, upon full payment, and with the limitations set out in this Agreement and mandatory applicable law.
Unless otherwise agreed in writing, Kunnusta shall retain the copyright and other applicable intellectual property rights to such final works mentioned in the above paragraph, including, without limitation, the right to use such materials as mentioned above in the marketing of its services.
For the avoidance of doubt, the Parties agree that the Customer may not resell, redistribute, reassign or otherwise transfer its rights to such final works mentioned in the first paragraph of this section, whether in part or in full, without the prior written consent of Kunnusta, except for an assignment (i) to its Affiliates, or (ii) in connection with a merger or corporate reorganization. In the case of an assignment by the Customer in accordance with this paragraph, the Customer shall notify Kunnusta of the decision to go through with such assignment in writing and without delay.
The ownership to any other materials produced and/or related to the Services rendered by Kunnusta under this Agreement, and any intellectual property rights therein or related thereto, shall belong to Kunnusta, and the Customer shall have a non-sublicensable, non-transferable, non-exclusive, limited license to use such materials only to the extent necessary for the fulfilment of the purposes of this Agreement. For the avoidance of doubt, and unless otherwise explicitly agreed in writing between the Parties, Kunnusta shall retain all rights to general design solutions, singular design components and other components of the final product to be delivered to the Customer, underlying source code, structure and work mode, databases, symbols, objects and similar parts and/or components that constitute part of the end result delivered by Kunnusta to the Customer. Kunnusta shall furthermore retain all rights to its own tools and methods.
Both Parties may utilise general know-how that they accumulate in connection with this Agreement, provided that such know-how is not Confidential Information, or the utilisation of such general know-how would constitute a violation of the copyright or other intellectual property rights of the other Party or standards for good business practice among professionals.
9.2 Other Services
For all Services rendered by Kunnusta under this Agreement, which do not include the delivery of software or other technical solutions developed specifically for the Customer, Kunnusta and/or its Affiliates owns and will continue to own the Services and components included in the delivery of the Services, including but not limited to all and any intellectual property rights therein and related thereto. All Software provided as part of the Services is Kunnusta and/or its Affiliates’s property and is protected by copyright law as well as other statutory and non-statutory intellectual property law. All title and copyrights in and to Software, trademarks and accompanying materials and rights are and shall remain owned solely and fully by Kunnusta and/or its Affiliates, and nothing herein shall involve or imply any transfer of such ownership or rights. Subject to the terms and conditions of this Agreement and upon full payment of the applicable fees, the Customer is granted a non-sublicensable, non-transferable, non-exclusive, limited license for the Customer to use the object code version of such software-components of the Services, but solely to the extent necessary to use and utilize the Services in accordance with the Agreement. All rights not expressly granted by this license are retained by Kunnusta and/or its Affiliates.
Both Parties may utilise general know-how that they accumulate in connection with this Agreement, provided that such know-how is not Confidential Information.
9.3 Ownership and rights to Customer Data
The Customer owns and will continue to own all content, data and information submitted or shared with Kunnusta as part of the delivery of Services (hereinafter “Customer Data”). Subject to the terms and conditions of this Agreement, the Customer grants the Fonn Extended Family a worldwide, non-exclusive, limited-term license to access, use, process, copy, distribute, perform, export and display Customer Data, and products created by or for Customer, only as reasonably necessary (a) to provide, maintain, enhance and update the services offered by the Fonn Extended Family; (b) to perform any needed service, security-adjustments, support and maintenance or other technical adjustments to the services offered by the Fonn Extended Family; (c) as required by law or as permitted under Fonn Group’s data request policy (if applicable); or (d) as expressly permitted in writing by the Customer. The Customer represents and warrants that it has secured all necessary rights in and to Customer Data to grant this license.
9.4 Third Party Materials delivered by Kunnusta
The Services delivered by Kunnusta may include software, components, technical solutions and other materials developed and owned by Third Parties (hereinafter “Third Party Materials”).
Where the Services delivered by Kunnusta include Third Party Materials developed or owned by any member of the Fonn Extended Family (hereinafter “Fonn Group Products”), the Fonn Group General Terms and Conditions shall apply to such Fonn Group Products, and the Customer agrees that these terms and conditions shall form part of the Agreement. Kunnusta warrants that it has all necessary rights to include such Fonn Group Products in the Services, and (as applicable) to grant the Customer the license necessary to utilize such Fonn Group Products.
Where the Services delivered by Kunnusta include Third Party Materials developed or owned by any Third Party not a member of the Fonn Extended Family, the Customer accepts that such Third Party Materials may be subject to additional terms and conditions, which shall be forwarded to the Customer and must be accepted by the Customer if such Third Party Materials are to be included in the delivery of Services. Kunnusta disclaims all warranties and assumes no liability for such Third Party Materials, and will pass on warranties from the relevant Third Party manufacturer only to the extent Kunnusta is authorized to do so.
9.5 Third Party Materials delivered by the Customer
The Customer represents and warrants that it has all necessary rights to any materials that are shared with Kunnusta as part of Kunnusta’s delivery of the Services, including any Third Party Materials shared with Kunnusta by the Customer.
The Customer will defend, indemnify and hold harmless Kunnusta and/or the Fonn Extended Family from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to the Supplier’s violation of the Agreement or from the contents of materials shared with Kunnusta by the Customer as part of the delivery of Services under this Agreement (hereinafter a “Third Party Claim”). The Customer will hereunder indemnify Kunnusta and the Fonn Extended Family for all reasonable attorney’s fees incurred and damages and other costs awarded in a final court ruling against Kunnusta or the Fonn Extended Family in connection with or as a result of a Third Party Claim, and for amounts paid by Kunnusta or the Fonn Extended Family under a settlement approved by the Customer in connection with a Third Party Claim. Kunnusta will (i) provide the Customer with prompt written notice of any Third Party Claim without delay, (ii) allow the Customer the rights to, and enable Customer to assume the exclusive defense and control of the defense against the claim, and (iii) in good faith cooperate and assist the Customer in the defense and accommodate with any reasonable requests related to the Customer’s defense and settlement of such matter.
10. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS”- AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. KUNNUSTA DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT WE DO NOT WARRANT THAT THE SERVICES OR END PRODUCTS DELIVERED THROUGH THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
UNDER NO CIRCUMSTANCES, AND EVEN IF INFORMED THEREOF BY THE CUSTOMER OR ANY OTHER PARTY, SHALL KUNNUSTA OR THE FONN EXTENDED FAMILY BE LIABLE FOR (i) LOSS OF, OR DAMAGE TO, DATA; (ii) SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES; OR (iii) LOST PROFITS, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS.
In all events, Kunnusta’s liability for damages to the Customer for any cause whatsoever related to this Agreement, shall be limited to the sum of all fees paid or due by the Customer under this Agreement during the last twelve (12) months before the breach occurred.
The Parties each undertake to keep strictly confidential any information directly or indirectly belonging or relating to the other Party, its Affiliates, it’s or their actual or anticipated business or affairs, disclosed by or on behalf of the one and received or learned by the other pursuant to or in the course of this Agreement (hereinafter “Confidential Information”).
Each Party undertakes not to disclose, in any way, either directly or indirectly, any part of the Confidential Information to any Third Party, without the prior written consent of the Disclosing Party, except to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement, and on the condition that such persons have signed a non-disclosure agreement containing terms no less stringent than those imposed under this Agreement, which the Party shall ensure are observed.
In no event shall a receiving Party, directly or indirectly, reverse engineer, decompile, or disassemble, Confidential Information of the other Party, or allow any of the above.
The obligations contained in this Clause 11 shall not apply to any Confidential Information which a Party can clearly document:
- is publicly known at the time of disclosure to the receiving Party, or becomes publicly known otherwise than through a breach of this Agreement by the receiving Party, its officers, employees, agents or contractors; or
- to have reached it otherwise than by being communicated by or at the request of the other Party, including: (i) being known to it prior to disclosure; (ii) having been developed by or for it wholly independently of the other Party; (iii) having been obtained from a Third Party without any restriction on disclosure on such Third Party of which the recipient is aware, having made due enquiry; or
- is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by the receiving Party, provided that, where practicable, the disclosing Party is given reasonable advance notice of time, place and content of the intended disclosure, giving the opportunity to the disclosing Party to object to the necessity of the disclosure or any of it.
Unless otherwise agreed, each Party may use the other Party’s name and logos in its marketing, promotion and website, as is reasonably necessary in order to describe and promote the services offered by Kunnusta or any product or service offered by the Customer, as applicable. Further, Kunnusta shall have the right to name the Customer as a reference and to use the Customer’s testimonials and use cases in its marketing, including but not limited to publicly demonstrating any end results produced for the Customer under this Agreement, for the purposes of promoting, illustrating or demonstrating the services offered by Kunnusta.
Notwithstanding the above, nothing in this section 12 shall include or imply any right for any Party to disclose any Confidential Information.
The Customer agrees to conduct its business with the highest standards and will do nothing to injure Kunnusta’s reputation.
13. Processing of Personal Data
To the extent that this Agreement involves processing by Kunnusta of personal data about the Customer or the Customer’s personnel or customers, Kunnusta will be acting as a data controller. In such case, the Customer shall be required to enter into a Data Controller Agreement with Kunnusta based on Kunnusta’s template.
On termination or expiration of this Agreement, for whatever reason, sections 9, 10, 11 and 14.10 shall survive.
14.2 Relationship Between the Parties
The Parties are independent contractors, and this Agreement shall not constitute or be construed as constituting either Party as a partner, joint venture, agency or fiduciary of the other, as creating any other form of legal association that would impose liability on one Party for the act, or failure to act, of the other, or as providing either Party with the right, power, or authority (express, or implied) to create any duty or obligation of the other. Neither Party shall directly or indirectly represent to the public that it has the right or the authority to create or accept obligations on behalf of the other Party. Except as otherwise expressly provided in this Agreement, each Party has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all work to be performed by it under this Agreement.
14.3 Force Majeure
If a Party’s performance under this Agreement is hindered or impeded due to circumstances that constitute a force majeure event under applicable law, the Party’s obligation to perform shall be suspended for as long as the force majeure event persists, provided that the affected Party provides the other Party with a notice of the obstruction and a reasonable estimate of the duration thereof. If a force majeure event persists for more than three (3) months, either Party may terminate the Agreement with immediate effect.
14.4 Entire Agreement
This Agreement constitutes the entire agreement between Kunnusta and Customer and supersedes all prior or contemporaneous oral or written communications, proposals and representations relating to the Agreement or the relationship between the Parties as related to the Agreement.
This Agreement shall be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the Agreement shall be interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in full effect.
The waiver by either Kunnusta, or the Customer of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
As Kunnusta’s business evolves, Kunnusta may make amendments and modifications to these Standard Terms and Conditions, or to any other components of the Agreement (excluding the Main Contract Document. If Kunnusta makes a material change to the Agreement, Kunnusta will provide the Customer with reasonable notice prior to the change taking effect. The Customer can review the most current version of these Standard Terms and Conditions at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Agreement. The materially revised Agreement will become effective on the date set forth in Kunnusta’s notice, and all other changes will become effective upon posting of the change. The Customer accepts that the absence of any notice from the Customer to Kunnusta of the contrary, shall be deemed to constitute Customer’s acceptance of any revised terms and conditions.
The Customer may not assign or transfer all, or any part of its rights under this Agreement without Kunnusta’s prior written consent. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety to its Affiliate(s), or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. In such case, the Customer shall notify Kunnusta in writing without undue delay, and unless otherwise agreed upon in writing, this Agreement shall bind, and inure to the benefit of Parties, their respective successors, and permitted assigns.
All notices to be given under this Agreement to Kunnusta shall be sent by email to: email@example.com.
Information from Kunnusta to the Customer shall be sent by email to the email address the Customer has provided. It is the Customer’s responsibility to ensure that the e-mail address is correct. Kunnusta does not assume responsibility for lost communication.
All notices, demands or other communication given by a Party to the other shall be deemed to have been duly given when made in writing and sent to the registered e-mail address of the agreed contact person within the other Party.
14.10 Applicable Law and Legal Venue
This Agreement shall be governed by and construed in accordance with the laws of Norway.
Any dispute, controversy or claim arising out of or relating to this Agreement, the Parties shall seek to solve amicably through negotiations. If the Parties do not reach an amicable solution within two (2) weeks, any dispute, controversy or claim shall be finally settled by the regular courts of Norway. Both Parties hereby agree to and accept Hordaland District Court as exclusive legal venue.