Please read this carefully. This Terms of Service (these “Terms”) forms a binding contract between you or your entity (“you” or “Customer”) and Qondor AS (“Qondor AS”), whose principal place of business is Nordre gate 8, 7011 Trondheim, Norway.

In order to use the Services (as defined below), you must be of legal age and first agree to these Terms. If you are accepting on behalf of your employer or another entity you represent, you warrant that (a) you have the legal authority to bind your employer or the applicable entity to the terms and conditions contained herein; and (b) you have read and agree to be bound by the terms and conditions of these Terms.

By clicking the payment button and by using the Services, you hereby agree to be bound by these Terms. The effective date of these Terms shall be the earlier of clicking the payment button or the commencement of the use of the Services (the “Effective Date”).

Qondor AS owns the proprietary Software-as-a-Service system Qondor, which is a web-based administrative system for handling, amongst other, meeting and events, (collectively referred to as the “Services”).

Customers can upload their own content and data onto the Services, such as customer lists, project and conference details, as further described in (collectively referred to as “Customer Data”).

Customers need to enter into these Terms to have access to the Services and pay the applicable fees (as further described in section 7 below), and to be able to upload Customer Data.

To have access to the Services, you need to create an account to upload and manage the Customer Data (the “Account”). You need to provide your company name and address in order to register for the Account. You are entirely responsible for maintaining the confidentiality of your password and Account. Furthermore, you are entirely responsible for any and all activities that occur under the Account.

You agree to notify Qondor AS in writing immediately of any unauthorized use of the Account or any other breach of security.

Qondor AS may refuse to grant you, and you may not use, a username (or e-mail address) that: is already being used by someone else; may or does impersonate another person; belongs to another person; violates the intellectual property or other rights of any person; and/or Qondor AS rejects for any other reason in Qondor AS’s sole discretion.

Although Qondor AS will not be liable for losses caused by any unauthorized use of your username or other information, you may be liable for the losses of Qondor AS or others due to such unauthorized use.

You may order support, training and other services from Qondor AS. In the event that you elect to order any such services, such services shall automatically be part of the defined term “Services” as used herein, and shall be governed by these Terms.

Qondor AS owns all copies of the Services and any software forming part of the Services, however made. Nothing in these Terms will be deemed to grant, by implication, estoppel or otherwise, a license under any existing or future intellectual property rights of Qondor AS, except solely to the extent necessary for you to use the Services as expressly permitted herein. Qondor AS owns all title to, and all intellectual property rights subsisting in, the Services, including any modifications and alterations thereto and in the results thereof.

Qondor AS reserves the right to change, update and discontinue any parts of the Services at any time. Qondor AS will provide you with written notice if any of the foregoing is material.

You may submit and upload Customer Data to the Services.

You shall be solely responsible for your own Customer Data and the consequences of uploading it. In connection with the Customer Data, you affirm, represent and warrant that you own or have the necessary licenses, rights, consents and permissions to use and authorize Qondor AS to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all of the Customer Data to enable use of the Customer Data in the manner contemplated by the Services and these Terms. For clarity, you retain all of your ownership rights in the Customer Data.

By uploading the Customer Data on the Services, you hereby grant Qondor AS a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, display, and perform the Customer Data in connection with the Services, in any and all media formats and through any and all media channels.

You are solely responsible for the operation, maintenance and use of the Customer Data, hereunder: (i) technical operation of the Customer Data, (ii) in compliance with applicable laws; and (iii) any claims related to the Customer Data.

By accepting these Terms of Service, you, the Customer, accept the following Data Processing Agreement.

The Customer is the Data Controller for Personal Data processed in Qondor AS’s systems with basis in the Terms of Service. Qondor AS is the Data Processor.

The purpose of this Data Processing agreement is to regulate rights and obligations pursuant to EU General Data Protection Regulations (GDPR), as well as applicable Norwegian Personal Data legislation. The agreement shall ensure that personal data relating to the data subjects is not used or processed unlawfully, and to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services, ref GDPR art. 32.

The agreement governs the Processor’s collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, on behalf of the Data Controller.

Personal data is any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

The purpose of the processor agreement is to process the following personal data for the following purposes:

The Processor must limit the processing to, and in accordance with, the instructions from the Controller. The Processor shall not – without prior written agreement with the Controller or without written instructions from the Controller – process Personal Data beyond what is necessary to fulfil its obligations towards the Controller under the Agreement. Furthermore the Processor shall not export personal data to third parties unless instructed by the Controller.

The Processor shall comply with the GDPR and applicable Norwegian legislation.
When processing personal data on behalf of the controller, the processor shall follow the routines and instructions stipulated by the controller at any given time.

The processor is obliged to give the controller access to his written technical and organizational security measures and to provide assistance so that the controller can fulfil his responsibilities pursuant to the GDPR and Norwegian Personal Data regulations.

Unless otherwise agreed or pursuant to statutory regulations, the controller is entitled to access all personal data being processed on behalf of the controller and the systems used for this purpose. The processor shall provide the necessary assistance for this.

The processor must observe professional secrecy in regard to the documentation and personal data to which he has access in accordance with this agreement. This provision also applies after the agreement has been discontinued.

The Processor shall assist the Controller to respond to request from data subjects regarding exercising their rights.

The Processor shall, if the Controller instructs, assist the Controller in ensuring compliance with GDPR and applicable law, including assisting the Controller on:

Such assistance, as well as assistance in relation to specific routines and instructions imposed by the Controller, shall be compensated by the Controller in accordance with the Processor’s regular terms and prices.
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The Controller is responsible for notifications to data subjects and to Data Protection Authorities in accordance with GDPR and applicable law.

The Controller is responsible for all instructions given to the processor, such as:

Qondor is a cloud-based system, which runs on Microsoft Azure infrastructure. Qondor is an enterprise agreement partner of Microsoft with a Data Processing Agreement in place. See more on https://azure.microsoft.com/en-us/support/trust-center/

Microsoft, as a sub-processor, stores the personal Data in Ireland.

Qondor process and store personal data inside the EU/EEA-area.

In addition Qondor uses e-mail services provided by Mandrill (part of Mailchimp) in the US, and with transfer legally based on Mailchimp’s Standard Contractual Clauses (SCC). Qondor also uses SMS-services provided by the Irish company Twilio, and where Twilio’s processing in the US is based on Standard Contractual Clauses (SCC) and Twilio Binding Corporate rules.

The Processor is responsible for entering into an adequate data processing agreement with the subprocessor. The subprocessor shall be subject to the same data protection obligations as set out in this data processing agreement. In particular the subprocessor shall provide sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of GDPR. If the subprocessor fails to fulfil its data protection obligations, the Processor shall remain fully liable to the controller for the performance of that other processor’s obligations.

The processor shall inform the controller of any intended changes concerning the addition or replacement of other processors, thereby giving the controller the opportunity to object to such changes.

If the Processor plans to change subprocessor or use a new subprocessor, the Processor shall notify the Controller in writing 4 months prior to any Processing by the new subprocessor. The Controller is entitled to object to the change of subprocessor within 1 month. Should the Controller object to the change, Controller may terminate the Data Processing agreement upon 3 months notice. The notice of termination must be given at the latest 14 days after the Controller objected to the change.

To the extent Controller does not terminate the Data Processing agreement, the change of sub-processor is considered as accepted.

The Processor shall implement appropriate technical and organisational measures to ensure and to be able to demonstrate that processing is performed in accordance with GDPR and applicable legislation, with regard to ongoing confidentiality, integrity and accessibility. The measures and documentation regarding internal control and information security, shall be made available to the Controller upon request.

Use of information systems and processing of Personal Data which in non-compliance with instructions from the Controller, established routines or GDPR and applicable Norwegian data protection legislation shall be treated as a discrepancy.

Security breaches, such as breaches of ongoing confidentiality, integrity, availability and resilience of processing systems and services, shall be treated as a discrepancy.
The Processor shall immediately notify the Controller of all discrepancies according to Section 2-6.
The Controller is responsible for notifications of discrepancies to data subjects and Data Protection Authorities.

The implementation of regular security audits for systems etc. covered by this agreement shall be agreed by the controller and processor. Security audits are to be performed at least once a year.

The audit may include a review of routines, random checks, more extensive site inspections and other suitable control measures.

Requests from Data Subject concerning their rights according to the GDPR, such as access according to GDPR art 15, rectification according to GDPR art 16 and deletion according to GDPR 17, shall be directed to the Customer. The Customer is responsible for handling such requests.

Each Party is liable for its breaches of this data processing agreement.

Claims from one Party due to the other Party’s non-compliance with the Data Processing Agreement shall be subject to the same limitations as in service agreements or terms of services, if such agreements are entered into. In assessing whether the limitations in such agreements are reached, claims under this Data Processing Agreement and such agreements shall be viewed in conjunction, and the limitation in such agreements shall be viewed as a total limitation.

The data processing agreement is valid for as long as the processor processes personal data on behalf of the controller.

In the event of breach of this agreement or GDPR, the controller can instruct the processor to stop further processing with immediate effect.

The agreement can be terminated by both parties in accordance with Clause 12 of the Terms of Service.

Upon termination of this agreement, the processor is obliged to return all personal data received on behalf of the controller and covered under this agreement.

The parties agree that the processor shall delete or destroy in a secure and definite/irreversible manner all personal covered under this agreement.

The processor shall document in writing that deletion or destruction has taken place in accordance with the agreement within a reasonable period of time after termination of the agreement.

Customer shall pay for the Services as agreed with the Customer.

The fees for the Services will be due immediately and payable as specified by Qondor AS via online payment methods such as creditcard.

Qondor AS may increase the fees for the Services by providing you with at least 30 days written notice.

If any charges are not received from Customer by the due date, then, at Qondor AS’s discretion, such charges may accrue late interest in accordance with the Norwegian Law on Overdue Payments (currently at 8.50% per annum), from the date such payment was due until the date of payment.

In addition to any other rights or remedies of Qondor AS, Qondor AS may discontinue access to the Services provided to Customer without liability to Customer, if any fees due are not paid within thirty (30) days of the due date, until such amounts are paid in full. In any collection action relating to these Terms, Qondor AS shall be entitled to recover its costs of collection, including reasonable attorneys’ fees.

Unless otherwise stated, the fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively “Taxes”). Customer is responsible for paying all Taxes associated with the fees. If Qondor AS has the legal obligation to pay or collect Taxes for which Customer is responsible under this clause, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Qondor AS with a valid tax exemption certificate authorized by the appropriate taxing authority, but Customer agrees to indemnify and hold Qondor AS harmless for any taxes, penalties and interest that may arise if the claimed exemptions are disallowed.

While Qondor AS aims for the Services to be highly reliable and available at all times, the Services are not intended to be available 100% of the time. The Services may be subject to sporadic interruptions and failures for a variety of reasons also beyond Qondor AS’s control, including disruptions in service provider uptime and mobile network. You acknowledge these and other limitations and agree that Qondor AS is not responsible for any damage or loss caused by the failure of the Services to operate at all times or operate without fault.

The Services are intended to be accessed and used for non-critical information.

Qondor AS periodically schedules system downtime for maintenance and other purposes. Unplanned system outages also may occur. Qondor AS has no liability whatsoever for: (a) the resulting unavailability of the Services; (b) any loss of data or transactions caused by planned or unplanned system outages; (c) the resultant delay, misdelivery or non-delivery of information caused by such system outages; or (d) any third party acts or any other outages of web host providers, Internet service providers or the Internet facilities and networks.

Qondor AS warrants and represents at all times that Qondor AS (i) has the right and full power and authority to grant the rights herein granted and to fully perform its obligations pursuant to these Terms, (ii) has obtained and shall maintain all necessary licenses, clearances, permissions and consents to offer the Services under these Terms; and (iii) that the Services does not infringe the copyright or any other rights held by any third party. In the event that a third party initiates any action against Qondor AS based on an infringement claim in respect of intellectual property rights of that third party, Qondor AS may, at its sole option but without prejudice to any other right or remedy available to Customer, either (a) obtain for Customer the right to continue using the Services, (b) replace or modify the Services so that the Services no longer infringe or misappropriate the intellectual property rights of a third party; however, providing substantially the same functionality, or (c) terminate the Services.

Customer warrants and represents at all times that Customer (i) has the right and full power and authority to enter into and accept these Terms, to grant the rights herein granted and to fully perform its obligations hereunder, (ii) owns and/or has the right to use any and all Customer Data and all materials, and all rights thereto, including, without limitation, all copyrights, trademarks and other proprietary rights in and to such materials, (iii) has secured the requisite permission to use any information included in any Customer Data, (iv) has secured that the Customer Data does not contain any messages or images that are in violation of applicable laws, (v) will use the Services in accordance with the terms and conditions hereof and applicable laws.

Subject to Section 10, Qondor AS shall indemnify, defend and hold Customer, its affiliates, and the officers and directors of each of them, harmless from and against any and all claims, actions, losses, damages, liabilities, reasonable costs and expenses (including reasonable outside attorneys’ fees) resulting from or arising out of or in connection with any breach of the representations and warranties set out in Section 10.1. Customer shall indemnify, defend and hold Qondor AS, its affiliates, and the officers and directors of each of them, harmless from and against any and all claims, actions, losses, damages, liabilities, reasonable costs and expenses (including reasonable outside attorneys’ fees) resulting from or arising out of or in connection with any breach of this Agreement, including the representations and warranties set out in Section 10.2.

IN NO EVENT SHALL Qondor AS HAVE ANY LIABILITY TO THE CUSTOMER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT Qondor AS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES SHALL Qondor AS’S LIABILITY FOR BREACH UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER IN THE 12 MONHTS PRIOR TO ANY SUCH BREACH.THE FOREGOING SHALL NOT APPLY TO GROSS NEGLIGENCE OR WILLFULL MISCONDUCT ON THE PART OF Qondor AS.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Qondor AS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Qondor AS DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. Qondor AS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. YOU (AND NOT Qondor AS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF ANY DEVICE THAT YOU USE TO ACCESS THE SERVICES.

The term of these Terms commences on the Effective Date, and shall continue until either party terminates these Terms as set forth in section 13.2 below (the “Term”).

(a) You may terminate these Terms for any reason by: (i) providing Qondor AS 30 days advance notice and (ii) closing your Account pursuant to a closing mechanism to be provided for by Qondor AS. Qondor AS may terminate these Terms for any reason by providing you 30 days advance notice.

(b) Either party (“Terminating Party”) may terminate these Terms immediately without notice if the other party (“Other Party”):

(i) enters into liquidation whether compulsorily or voluntarily or enters into any arrangement with its creditors or has a receiver appointed over all or part of its assets; or

(ii) commits a material breach of any terms or conditions of these Terms which, if capable of remedy, is not remedied within fourteen (14) days of the breach being notified to the Other Party in writing by the Terminating Party, or commits persistent breaches of the terms of these Terms.

(iii) In addition to the foregoing, Qondor AS shall have the right to terminate these Terms immediately if Customer is found to have falsified its registration information in connection with the Account or Qondor AS is otherwise unable to verify or authenticate information Customer provided to Qondor AS upon Account registration.

If these Terms are terminated by Qondor AS pursuant to section 13.2(b) above, Customer shall within 14 days pay to Qondor AS an amount equal to the aggregate of (i) all fees incurred but not paid through the date of termination of these Terms and (ii) all fees that would, in the absence of termination under section 13.2(b) above, have been payable by Customer in respect of the Services during the notice period.

When Customer’s access to the Services is terminated and/or Customer’s Account is canceled, Customer will no longer have access to their Account and other material that Customer may have stored in connection with the Services and that material may be deleted or modified by Qondor AS. Qondor AS shall not be liable to Customer or any third party for termination of the Services, deletion or modification of data, or Customer’s use of the Services. All disclaimers and limitations of warranties and damages set forth in these Terms or otherwise existing at law shall survive any termination or expiration of these Terms.

Termination of these Terms shall be without prejudice to the rights, remedies

and liabilities of each party with respect to these Terms that have accrued up to

and including the date on which the notice of termination is effective.

All notices permitted or required to be given hereunder shall be addressed as follows:

To Qondor AS: via email to support@qondor.com or by writing to Qondor AS AS, Postboks 1717, 7416 Trondheim, Norway

To Customer: Notices to Customer shall be addressed to the contact person designated by Customer on the Account.

Except as otherwise specified in these Terms, all notices hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the date of delivery if sent by registered post or courier, or (iii) the first business day after sending by email.

Any disputes, controversies or claims (collectively “Dispute”) arising out of or relating to these Terms will be referred to Oslo City Court as mandatory legal venue. These Terms will be governed by the laws of Norway without giving effect to any conflicts of law principles that may require the application of the laws of a different country.

You may not resell, assign, or transfer any of your rights hereunder or these Terms, and any such attempt may result in termination of these Terms, without liability to Qondor AS. Notwithstanding the foregoing, Qondor AS may assign these Terms to any third party or affiliate at any time without notice.

Qondor AS will not be liable for any delay or failure to perform any of its obligations under these Terms where the delay or failure results from any cause beyond Qondor AS’s reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

A party shall not make any public announcement, press release, industry trade magazines announcement or other form of communication to the press without prior written consent of the other party. A party will not use the name of the other party or its officers or employees in any publicity, advertising, or news release without obtaining the prior written approval of the other party (except as set forth below with respect to Customer).

Customer hereby agrees, subject to Customer’s review and approval, which approval shall not be unreasonably withheld or delayed, to allow Qondor AS to use Customer’s name and logo in Qondor AS’s customer list, on Qondor AS’s website and in Qondor AS’s marketing materials.

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party under applicable laws.

If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

These Terms and the Privacy Policy, constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. Qondor AS shall have the right to modify these Terms at any time by posting a notice on the Services to you of such modifications. By continuing to use the Services after the effective date of any modifications to these Terms you agree to be bound by the modified terms.