General terms and conditions
DATE: 17 August 2021
Globus AI AS, Norwegian Org. Nr. 919 664 886 (“Globus AI”), offers a cloud-based,AI-powered platform to handle staffing challenges more efficiently by automatically matching the recruitment requests with the appropriate professionals.
1. GOVERNING DOCUMENTS
1.1. These General Terms andConditions (the “GTCs”) together with the Master Service Agreement (the “MSA”) between Globus AI and the Customer form a legally binding commitment from the date the MSA is signed by the Parties (the “Effective Date”). The capitalised terms used in these GTCs without definition have the meanings assigned to them in the MSA.
1.2. These GTCs and the MSA expressly supersede all prior proposals, negotiations, communications, and agreements, whether oral or written, between the Parties (including, but not limited to, any earlier versions of these GTCs).
In the event of any conflict or inconsistency between these GTCs and the MSA, the terms of the MSA shall prevail. In the event of any conflict or inconsistency between these GTCs and any other document or correspondence, the terms of these GTCs shall prevail.
1.3. The latest version of these GTCs is available at globus.ai/gtc Globus AI may amend these GTCs at any time at Globus AI’s sole discretion upon notice to the Customer, which shall be posted on the Globus AI website globus.ai/gtc, and such amendments shall apply to any prospective Services thirty (30) days from the date of posting. Notwithstanding anything to the contrary, these GTCs may supplement the provisions of the MSA, but do not expressly amend the signed MSA.
2. COOPERATION FRAMEWORK
2.1. The access to the SaaS Product is provided after a set-up phase used to set up infrastructure, technical environment and prepare custom components. Globus AI will notify the Customer of the date when the SaaS Product is made available to the Customer through the cloud (the “Start-Up Date” or "Go-Live date") via e-mail.
Before and during the set-up phase, the Customer shall provide Globus AI with necessary access to data and information on theCustomer’s source system, and otherwise contribute as required by Globus AI in order to facilitate Globus AI’s performance of its obligations under these GTCs and the MSA.
2.2. Globus AI will appoint a representative to provide a project plan for setting up, performing user acceptance testing and starting up the SaaS, as well as regular status updates, applicable milestones, dependencies, and other technical specifications or related information to the representative designated by the Customer. The representatives appointed by both Parties will be available to respond to any inquiries that might arise within a reasonable period of time, as well as deal with other matters addressed in these GTCs and the MSA.
For the purposes of these GTCs and the MSA, the Parties communicate by e-mail through their appointed representatives. The Parties may change their representatives by notifying via email.
2.3. Globus AI may extend the set-up phase due to the necessity to perform additional implementation or for other reasons. All assumptions related to the timeframe necessary for setting up are preliminary and approximate and do not constitute an obligation of Globus AI to perform the set-up within a certain timeframe. Such extension shall not be considered a delay or late delivery of the SaaS Product/Services and does not give theCustomer any right to claim compensation or other remedies. Globus AI would inform the Customer about such an extension via email.
3 PAYMENT TERMS
3.1. General payment terms and conditions
3.1.1. The Customer must notify Globus AI of any invoice disputes within the payment period or such invoice shall be deemed undisputed.
3.1.2. Globus AI may modify any rates and prices upon a prior written notification to the Customer. The updated rates and prices take effect 30 (thirty) calendar days after the Customer receives Globus AI’s notification.
3.1.3. Globus AI may increase fees for additional services (e.g. described in the MSA) in accordance with the latest available NorwegianConsumer Price Index for Services where labour dominates or with the latest applicable consumer price index in any other country of operation as agreed by Globus AI and the Customer.
3.1.4. If the Customer fails to make any payment when due, the Customer shall pay a penalty on any amounts outstanding at the maximum rate for penalty interest set by the Norwegian Ministry of Finance.
In addition to other remedies, Globus AI may suspend the Customer’s use of and access to the SaaS Product and suspend provision of its services without any liability for Globus AI.
3.1.5. All the amounts payable under this Agreement are exclusive of all taxes and charges payable by the Customer. The Customer shall be responsible for paying any taxes payable with respect to the SaaS Product and the Services, including, but not limited, to the VAT, or any other charges(as applicable).
3.1.6. Any discounts granted shall not apply to any renewals.
4 INTELLECTUAL PROPERTY RIGHTS
4.1. Globus AI owns and retains all right, title, and interest, including all intellectual property rights, whether registered or not, in and to the SaaS Product and the Services provided under these GTCs and the MSA and all technology related thereto, including any and all algorithms or processes developed by Globus AI and all derivatives, modifications, or improvements of or to any of the foregoing made by or for Globus AI, whether or not created or developed in connection with the SaaS product and services hereunder.
Any rights not expressly granted to the Customer in theseGTCs or the MSA are reserved by Globus AI.
4.2. Globus AI hereby grants the Customer anon-exclusive, sub-licensable and non-assignable access to use the SaaS Product solely for the Customer’s internal business operations in accordance with theseGTCs and the MSA.
4.3. The Customer may not: (i) rent, lease, lend, sell, redistribute the SaaS Product or Services; (ii) modify, disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code of the SaaS product or Services or knowingly permit or encourage any third party to do so, (iii) resell, distribute or otherwise transfer the SaaS product or Services, and code comprising the same, or any Globus AI trademark, logo or likeness, or (v) use the SaaS Product and Services to develop competing products or services. Any attempt to do so is a violation of the Globus AI’s rights.The Customer may not use the SaaS Product or Services for any other purposes than their intended use.
4.4. The Customer owns and retains all right, title, and interest, including all intellectual property rights, in and to data that has been entrusted to Globus AI for processing and the output from Globus AI’s processing of such data.
4.5. The Customer hereby grants Globus AI anon-exclusive, non-transferable, worldwide, royalty-free, fully paid-up, perpetual, and irrevocable right and license to use the data derived from analysis of the Customer’s data in aggregated or de-identified form, for the purposes of providing and improving Globus AI’s products and services.
5 PERSONAL DATA PROTECTION AND INFORMATION SECURITY
Globus AI is to process personal data on behalf of theCustomer in accordance with the Data Protection Agreement (the “DPA”) published on the Globus AI’s dedicated webpage at globus.ai/dpa.
6.1. The Customer agrees to indemnify, defend, and hold harmless Globus AI from and against all claims, demands, suits or proceedings brought against Globus AI by a third party and all resulting liabilities, damages, losses, and expenses awarded by a court or included aspart of a final settlement arising out of (i) the Customer’s breach of these GTCs, the MSA or other agreements by and between the Parties , (ii)any negligent, fraudulent or misuse of the Service, (iii) the Customer’s content (as described below) and (iv) the Customer’s violation of any law or the rights of a third party.
6.2. Globus AI shall indemnify, defend, and hold harmless the Customer from and against all claims, demands, suits or proceedings brought against the Customer by a third party and all resulting liabilities, damages, losses, and expenses awarded by a court or included as part of a final settlement, arising out of Globus AI SaaS and/or Subscription Services direct infringement or misappropriation of such third party’s intellectual property rights (“Claims”).
6.3. The indemnifying Party’s obligations under theseGTCs are conditioned on the indemnified Party (i) promptly notify the indemnifying Party in writing of the claim for which indemnification is sought,(ii) reasonably cooperating with the indemnifying Party in connection with the claim, and (iii) tendering sole control to the indemnifying Party over the defense and/or settlement of the claim. The indemnified Party shall have the right to provide for a separate defence with counsel of its own choosing at its own expense.
7 LIMITATION OF LIABILITY
7.1. Globus AI’s liability pursuant to these GTCs and the MSA shall not exceed the amount paid by the Customer for the SaaS product and/or Services under these GTCs and the MSA in the 6 (six) months prior to the act that gave rise to the liability, excluding VAT.
7.2. Neither Party shall be liable to the other Party for any special, incidental, indirect, punitive, exemplary or consequential damages, whether foreseeable or unforeseeable, which may arise out of or in connection with these GTCs and the MSA, regardless of whether either Party has been apprised of the possibility or likelihood of such damages occurring, or whether claims are based on remedies are sought in contract or tort or otherwise.
Neither Party shall be liable for any force-majeure events(including natural disasters, accidents, civil unrest, strikes, military operations, enactment of legislative acts, orders and decrees of government authorities, and any other circumstances beyond the Parties’ control) and any failure to perform or improper performance in connection with them.
8 NO WARRANTY & DISCLAIMER
8.1. The Service is provided on an “as is” and “as available” basis.
8.2. Globus AI warrants that (i) the Product will operate in substantial conformity with the applicable Product Specification and (ii) Globus AI will not materially decrease the functionality or overall security of the Product during the applicable subscription term.
8.3. Considering the clause 8.2. hereof Globus AI disclaims to the extent authorized by law any and all other warranties, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose, of satisfactory quality, of accuracy. Globus AI does not warrant the Customer’s enjoyment of the SaaS product or Services, that the functions contained in or performed or provided by Globus AI SaaS product or Services will meet the Customer’s requirements.
Without limiting the expressly specified obligations if any, Globus AI does not warrant that that the operation of the SaaS product will be uninterrupted or error-free (although Globus AI uses reasonable effort to respond to such requests in a timely manner and bug fixing can not be invoiced as support services), that defects in the Globus AI SaaS product or Services will be corrected, that the Customer will be able to use the SaaS product or Services with the third-party systems or that Globus AI will review the Customer’s data for accuracy. No oral or written information or advice that Globus AI gives shall create a warranty. Globus AI cannot guarantee that Globus AI’s security procedures will be error-free or that unauthorized third parties will never be able to defeat Globus AI’s security measures or those of Globus AI ‘s third party service providers. Globus AI will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside Globus AI’s reasonable control. The Customer may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.
No oral or written information or advice that Globus AI gives shall create a warranty.
8.4. Globus AI cannot and does not guarantee the Product performance if it is dependent on third parties’ products or services.
9.1. Globus AI may use the Customer’s name and logo on Globus AI’s website, in Globus AI’s marketing materials, and to identify the Customer as a client of Globus AI, provided that any such materials are pre-approved by the Customer. Such approval shall not be unreasonably withheld.
9.2. The Parties further agree to issue a joint statement regarding the Services on the Effective date of the MSA, subject to the approval of such statement by the Parties.
9.3. If the Customer provides any feedback to Globus AI regarding the Services, Globus AI may use such feedback for marketing purposes, provided that the Customer is notified before such use takes place.
10.1. For the purposes of these GTCs and the MSA,“Confidential Information” means any information, whether or not developed by either Party, including but not limited to pre-existing or new information which relates to all ideas, designs, methods, discoveries, improvements, products, software, trade secrets, product data and specifications, proprietary rights, business affairs, product developments, the customer information or employee information, techniques, models, inventions, data, databases, proprietary code, know-how, pricing terms, content of the MSA, business forecast, sales and marketing plans and reports provided to either Party under these GTCs or the MSA. If there are any doubts as to whether information is subject to confidentiality, it shall be treated as confidential until it is released in writing by the other Party.
10.2. During the term of the MSA and indefinitely thereafter, each Party will keep and maintain the other Party’s Confidential Information in the strictest of confidence and will not otherwise make the other Party’s Confidential Information available in any form, to any third party (except for the affiliates of the Party or vendors necessary to perform these GTCs and the MSA, provided those are bound by the similar confidentiality obligations), or use the other Party’s Confidential Information for any purpose other than performance of its obligations under these GTCs and the MSA.
10.3. Each Party shall be responsible for ensuring that their respective officers, vendors, agents and employees do not disclose, use or distribute the other Party’s Confidential Information in violation of these GTCs, the MSA, or the DPA. Each Party will make commercially reasonable efforts to protect the other Party’s Confidential Information.
10.4. The receiving Party may disclose Confidential Information of the disclosing Party to satisfy applicable laws including, but not limited to, legal demands, requirements, or orders by a competent court of law or governmental body; provided, however, that in such circumstances, to the extent legally permissible, the disclosing Party shall be advised prior to such disclosure prior to it so that the disclosing Party has an opportunity to defend, limit, and/or protect against the production or disclosure.
11 APPLICABLE LAW AND DISPUTES CONCERNING THE AGREEMENT GENERAL PROVISIONS
11.1. These GTCs, the MSA, and the DPA shall be governed by and interpreted in accordance with the laws of Norway, without regard to any principles of conflict of laws.
11.2. All disputes arising out of or in connection with these GTCs, the MSA, or the DPA shall be finally settled under the laws of Norway. Both Parties’ consent to Stavanger District Court as the legal venue for any disputes not solved through negations. Either Party shall submit a claim to the other prior to filing a claim to the court.
12.1. Any provisions that by their nature should survive termination shall survive termination, including, but not limited to: clauses 3.1.4, and 3.1.5(Payment terms), article 4 (“Intellectual property rights”), article 6 (“Indemnification”), article 7 (“Limitation of Liability”), article 8 (“No Warranty and Disclaimer”), clause 9.3. (“Customer’s feedback’), article 10 (“Confidentiality”), article 11 (“Applicable law”), clause 12.1 (“Survival”), article 13 (“General provisions”).
13 GENERAL PROVISIONS
13.1. Nothing in these GTCs or the MSA shall be deemed to create any joint venture, partnership, agency, or independent contractor or other similar relationship between Globus AI and the Customer.
13.2. Neither Party may assign the MSA is without prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required for any assignment by either Party to an entity which succeeds to all or substantially all of such Party’s assets, stock, or business whether by merger, sale, or otherwise.
13.3. If any provision of these GTCs, the MSA and/or the DPA is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect. In place of the invalid or unenforceable provision, or to fill a contractual lacuna, such valid and enforceable provision shall apply which reflects as closely as possible the commercial intention of the Parties as regards the invalid, unenforceable or missing provision.
13.4. Failure or delay in enforcing any right or provision of these GTCs, the MSA, or the DPA shall not be deemed a waiver of such right or provision with respect to any subsequent breach.
13.5. The Parties shall give all notices and effect legally significant communications between the Parties in writing by (i)personal delivery, (ii) a nationally-recognized courier service, (iii)first-class registered or certified mail, postage prepaid, to the Party’s registered office address, or to the address that either Party has notified to be that Party’s address for the purposes of this clause and exchange copies of such notices via e-mail of the representatives of the Parties, used during the set-up and cooperation.
13.6. Except with respect to the Customer’s payment obligations and notwithstanding any other provision of these GTCs and the MSA,a Party shall be excused from any delay or failure in performance of these GTCs and the MSA to the extent such delay or failure is caused by wildfire, flood, explosion, war, embargo, governmental requirement, civil or military authority, Act of God, or any other causes beyond is reasonable control. Any such delay or failure shall suspend the MSA until the cause for the delay or failure is removed.