Terms & Conditions

Standard terms for service purchases​​ 

<Norsk versjon>​​

​​

Introduction

These are the standard terms for the purchase of services from Fortytwo.io. The Service Description and other conditions associated with the purchase shall be described in a separate offer with reference to these terms. In case of conflict between the standard terms and the service description, the service description shall take precedence regarding what is specifically addressed therein.

The description below has been prepared to clarify the details of our business practices at Fortytwo Technologies AS. Our goal is to provide customers with a clear and consistent overview of how we deliver and handle cost allocation for our services, which are divided into three categories:

​

•     Recurring - monthly fixed services,

•     hourly-based - work and assistance, as well as

•     licenses and Azure consumption.
   

All prices will be index-adjusted once every year to ensure a balanced price development that reflects the market

​

These standard terms concern the purchase of B2B services. Together with the accepted offer, these documents constitute an agreement. ("the Agreement") is entered into between Fortytwo.io ("the Supplier") and the recipient of the offer ("the Customer"). Together, the Supplier and the Customer constitute ("the Parties").

​

The offer shall describe the following:
 

1. Description of the service/assignment

2. The Supplier's prices

3. Changes after the agreement has been entered into
    

In case of conflict, the documents apply in order, with the exception of point 3, which ranks first.

​

Through clear communication and a predictable structure, we aim to ensure that our billing routines meet all expectations and requirements. This document describes delivery terms and invoicing for both fixed and variable services and costs, as well as other terms based on good business practice, so that the collaboration is experienced as smooth, reliable, and transparent. By standardising our delivery and billing practices, we facilitate good cooperation focused on simplicity and predictability – for the benefit of both our customers and ourselves.

​

Contact Information

For questions or further information about invoicing and services, please feel free to contact us:

​

Company name: Fortytwo Technologies AS

Organisation number: 991 450 068

Business address: Edvard Griegs vei 1, 5059 BERGEN

E-mail:

•  invoice@fortytwo.io (for invoice-related inquiries)

• hello@fortytwo.io (general inquiries)

 Telephone: +47 45 600 600

Invoice reception: EHF or invoice@fortytwo.io

​

Notification, change of representative and authority

Notices, claims, and other messages under the Agreement shall be given to the parties' representatives as stated on the front page of the Agreement. Replacement of a party's representative requires the other party's written acceptance. Such acceptance cannot be refused without objective grounds.

​

The parties' representatives have the authority to act on behalf of the party in all matters concerning the Agreement.

​

General

These standard terms apply to all assignments where the Supplier delivers services to the Customer. By signing the agreement document, the Customer is deemed to have accepted these standard service terms.

​

Any deviating terms are without effect on the delivery unless the Supplier has approved them in writing.

​

Cancellation must occur in writing no later than 14 days before the service/assignment is scheduled to commence. For cancellation later than 14 days before the start of the assignment, the Customer is obligated to pay the Supplier the calculated profit for the service performance according to the Agreement.

​

Changes to the delivery after entering into the agreement

If the Customer, after the Agreement has been entered into, needs to change the requirements for the services or other premises for the Agreement in such a way that the nature or scope of the service becomes different from what was agreed, the Customer may request a change agreement.

​

The Supplier may demand adjustments in remuneration or timelines as a result of the change. Claims for adjusted remuneration or timeline must be submitted no later than simultaneously with the Supplier's response to the Customer's request for a change agreement. The Customer must respond without undue delay as to whether the Supplier's claim is accepted or not.

 

Changes to the delivery shall be made in writing. The Supplier will maintain a continuous catalogue of agreed changes, cf. Appendix 3.

​

The Supplier's deliverables

The service shall meet the requirements specified in the description of the offer in Appendix 1. If quality requirements for materials and execution are not specified in the appendix, such quality requirements as are common for similar work shall apply. The Supplier shall ensure that the personnel used in the work have the necessary competence.

​

The work/assignment shall be completed within the time agreed upon, or which is reasonable in relation to what is usual for the execution of similar services. If the delay is due to circumstances beyond the Supplier's control, the time of delivery shall be postponed for as long as the obstacle exists. Circumstances beyond the Supplier's control include, among others, labour conflicts, failure in material supply, power outages, unforeseen equipment failure, as well as all circumstances considered as force majeure.

​

If, during the execution, a need arises for work outside the scope of the assignment/service which it is practical to perform together with the assignment/service (additional work), the Supplier shall contact the Customer with a request for additional work.

​

The Supplier has the right to have all or parts of its contractual obligations performed by subcontractors. The Supplier is responsible for deliveries from its own subcontractors in the same way as if the Supplier itself were responsible for the execution.

​

Both parties shall comply with the laws, public regulations, and decisions that apply to their contractual obligations and to the conditions at the place where the assignment/service is performed. The Supplier has the right to refuse to perform work that would be in violation of public law requirements set forth in law or pursuant to law.  

​

The Customer's obligations

The Customer shall facilitate the conditions for the Supplier to perform its services/assignments. Hereunder, the Customer shall, unless otherwise agreed in writing, procure and bear the responsibility and risk for:

1. that descriptions, calculations, and possibly drawings that are necessary and suitable as a basis for the execution of the service/assignment, are available unless otherwise follows from the Agreement;

2. that the physical working basis is as the Supplier had reason to expect based on the Agreement, the nature of the service/assignment, and the circumstances otherwise;

3. that the location where the service/assignment is to be performed and/or elements specified in point 1), are made available to the Supplier at the agreed time, and that the Supplier can perform its services/assignments without delay and without interruption;

4. that the contract work is satisfactorily insured.

​

The Customer bears the risk that materials and products provided by him hold the necessary quality and are usable. The same applies to materials and named products he requires to be used.

​

In case of delayed payment, cf. point 12, or lack of cooperation from the Customer's side in accordance with this point 6, which causes the Supplier increased costs or hinders the Supplier's progress, the Supplier is entitled to additional remuneration and an extension of the deadline corresponding to the effect the Customer's delay has on the Supplier's progress. The same applies if other circumstances arise for which the Customer bears the risk. The Supplier may also stop the work and claim the costs and loss from the stoppage compensated. In case of material breach, the Supplier is entitled to terminate the Agreement. If the Agreement is terminated, the Customer shall pay remuneration as for cancellation, cf. point 3, third paragraph.

​

Joint obligations

Information that the parties become aware of in connection with the Agreement and its implementation shall be treated confidentially and not made available to outsiders without consent from the other party. The duty of confidentiality also applies after the termination of the Agreement and ceases only 5 (five) years after the Agreement's termination.

​

All notices, claims, and other communications shall be given in writing to the agreed address.

​

Transfer of risk

Whether the work has a defect is assessed based on the conditions at the time the Supplier has completed the assignment/service. If the Supplier's service has been performed, but the assignment is not completed on time due to circumstances on the Customer's side, the time when the assignment should have been completed shall be used as the basis.

​

Technical drawings and documentation

The parties retain all rights to their own documentation and obtain a right of use to documentation that is part of the delivery, whether these are the property of the other party or a third party.

​

Delays and consequences of delays

If the Supplier has not completed the service/assignment or met deadlines in accordance with point 5, and this is not due to circumstances on the Customer's side, a delay exists.

​

If the service/assignment is completed, the Agreement cannot be terminated, nor can compensation be claimed.

​

In case of material delay within the Supplier's control, the Customer has the right to terminate the Agreement and/or claim compensation for its direct and foreseeable loss as a result of the delay. The Customer must, in such case, immediately inform the Supplier of its claim. Termination cannot occur after the Customer has accepted delivery. The Supplier's liability for damages is limited to the value of the service performance/assignment itself (exclusive of material costs). Indirect loss, including, but not limited to, loss due to business interruption, loss of savings, loss of profit, or loss resulting from the Customer having to pay daily fines or compensation to a contracting partner, cannot be claimed.

​

The above point 10, third paragraph, is an exhaustive regulation of the Customer's claims against the Supplier as a result of delay.

​

Claims related to any delay do not give the Customer the right to withhold payment.

​

Defects and consequences of defects

A defect exists if the work at the time of handover, cf. point 8, is not in the condition the Customer is entitled to according to the Agreement, and this is due to circumstances for which the Supplier is responsible.

​

A defect in the contract work which the Customer has invoked in due time, the Supplier has the right, but not the obligation, to rectify at its own cost.

​

If the rectification is carried out within a reasonable time, the Customer cannot claim compensation or terminate the Agreement. The Supplier may also choose to grant a price reduction if the costs of rectification would be unreasonable in relation to the significance of the defect for the Customer or considering the total contractual obligation. The price reduction shall correspond to the significance of the defect for the Customer.

​

If the Supplier does not undertake rectification of the defect within a reasonable time, the Customer may claim a price reduction and/or compensation for its direct loss. The Supplier's liability does not cover indirect loss, including, but not limited to, loss due to business interruption, loss of savings, loss of profit, or loss resulting from the Customer having to pay daily fines or compensation to a contracting partner. The Supplier's liability for damages is limited to the value of the service/assignment (exclusive of material costs)

.

Point 11, third paragraph, is an exhaustive regulation of the Customer's claims against the Supplier as a result of defects.

​

The Customer loses his right to assert a defect if he does not, at the latest upon completion of the work, notify about a defect that he has discovered or should have discovered at the conclusion of the service/assignment. Any defects that the Customer later wishes to point out, and which are not discovered at the conclusion of the service/assignment, must be documented and notified (reklameres) to the Supplier without undue delay, and at the latest within fourteen days, after the Customer or someone on the Customer's behalf or on assignment from the Customer discovered or should have discovered the defect. The notification shall be in writing and state the nature of the defect. Notification can be made at the latest within one year calculated from the conclusion of the service/assignment. In case of delay, the absolute notification deadline of one year starts running from the time the service/assignment is actually concluded.

​

Claims arising as a result of defects do not give the Customer the right to withhold payment.

​

Price and payment terms

The agreed price is exclusive of value-added tax (VAT).

​

To the extent the price does not follow from the Agreement, it shall be calculated in the usual manner for corresponding services at the time of the agreement (prevailing price).

​

The price for the service/assignment assumes that the scope of work will be of the magnitude indicated in the description of the service/assignment in Appendix 1. In case of additions or changes, the Supplier has the right to claim a change in the price.

​

Outlays, including travel and subsistence costs, are not included in the price and shall be covered according to Norwegian government rates.

​

The Supplier invoices for the services upon commencement of the work with a due date of 14 days after the invoice date. Any additional and change work is invoiced monthly with a due date of 14 days after the invoice date. In case of delayed payment, the Customer shall pay interest on overdue payment according to the Act of 17 December 1976 No. 100.

​

Invoicing occurs monthly. The invoiced amount applies to time spent or recurring sum, in its entirety per commenced hour up to and including the last completed month, as well as any coverage of specified travel costs in connection with the assignment during the same period. Travel must always be carried out in accordance with the Norwegian Government Personnel Handbook (Statens Personalhåndbok) 2019, 9.2.3 § 3.

​

Invoices are sent via EHF where possible.

​

Any discrepancies related to the invoice must be documented and notified in writing to the Supplier within seven days after receiving the invoice. Notification after this deadline is considered as acceptance of the invoice and its basis and results in the Customer losing his right to raise objections related to the invoice.

​

Before the work commences, the Customer shall, upon request, pay an advance or provide a bank guarantee or other equivalent security for the fulfilment of his contractual obligations.

​

Recurring, monthly costs for Managed Services

All recurring costs related to managed services will be invoiced through Azure Marketplace where possible. These costs will appear on the Customer's invoice from the provider of Microsoft licenses and Azure consumption, regardless of whom the Customer purchases through. Please note that costs invoiced through Azure Marketplace may be affected by currency fluctuations. This typically applies to: Managed Sentinel, Managed Landing Zones, Managed Identity, Cloud Operations, Advisory

​

Overtime rates

Our overtime rates are as follows:

• Weekdays between 17:00 and 21:00: 50% surcharge on the hourly rate

• Weekdays between 21:00 and 07:00: 100% surcharge on the hourly rate

• Saturdays and Sundays: 100 % surcharge on the hourly rate

• Public and movable holidays: 200 % surcharge on the hourly rate
   

Travel time

Travel time within Bergen or Oslo is not invoiced. If the customer wishes the consultant to perform assignments outside Bergen or Oslo, travel time is invoiced at NOK 800 per hour.

​

Hourly-based work, projects, and assistance

All work invoiced based on time spent – including projects and other consulting assistance – will be invoiced separately directly from Fortytwo Technologies AS. Prices as indicated in the table "Standard Hourly Rates" in the relevant service agreement.

​

Intellectual property rights

Unless otherwise expressly stated, the Agreement implies no transfer of intellectual property rights. Each of the Parties receives a time-limited, non-exclusive, non-transferable right of use to technical solutions, software, and documentation delivered by the other Party, but only to the extent such right of use is absolutely necessary for the fulfilment of the Agreement and its purpose. The right of use is granted without warranties of any kind.

​

Intellectual property rights that are developed in connection with installation, maintenance, adaptation, or other work with services, products, equipment, devices, or similar provided by the Supplier, or which otherwise build on services, products, equipment, devices, or similar provided by the Supplier, shall belong exclusively to the Supplier.

​

Upon termination of the Agreement, regardless of the reason for such termination, any possible right of use to the other Party's intellectual property rights shall cease immediately. All software, documentation, drawings, and other material received from the other Party shall be deleted, and the other Party may require confirmation that this has been carried out.

​

CPOR Rights (Claiming Partner of Record)

The Supplier has the right to register itself as the Customer's Claiming Partner of Record (CPOR) or equivalent partner status with relevant third-party suppliers (e.g., Microsoft) for the services delivered under this Agreement.

​

The Supplier shall provide the Customer with necessary information about the purpose and consequences of the registration.

​

The Customer undertakes to cooperate with the Supplier and any third-party suppliers to enable the registration, including providing necessary authorizations and approvals.

​

The Supplier is responsible for managing its CPOR status or equivalent partner status in accordance with the applicable terms from the third-party supplier.

​

Other terms

The Parties have the right under the Agreement to transfer their rights and obligations to a third party with the consent of the other party. Such consent cannot be refused without objective grounds.

​

In a force majeure situation, the other party shall be notified without undue delay. If the force majeure situation is expected to last longer than 90 days, each of the parties has the right to terminate the Agreement.

​

Governing law and disputes

Any dispute between the parties shall be sought resolved through negotiations. If this does not lead to a solution, the dispute shall be decided by ordinary court proceedings.

The parties accept Oslo District Court (Oslo tingrett) as the legal venue for all lawsuits that may arise from the Agreement.