These Terms and conditions (the “Agreement”) has been entered into between:
individually referred to as a “Party”, or collectively as“Parties”.
Terms written with capitalized letters shall have the meaning designated to them in section 2 below or in the paragraph in which they are written in bold between quotation marks.
Defigo develops and delivers digital access control as a service. The service offering includes both hardware and software for accessing buildings. As a part of the Defigo service offering, is an application for mobile platforms, a web-based administration portal and in some instances the Defigo digital Intercom. Additionally, the service includes support, services as well as software updates and upgrades.Defigo’s customers pay a monthly/yearly fee for the Defigo services. Please visit the Defigo website for more information about the Defigo service offerings.
Defigo activates the Services upon installation of the Equipment (performed by an authorized third-party). Please see section 5 for more information about the terms for installation and set-up of the Defigo Services.
This Agreement shall apply to the Customer’s order of the Defigo Equipment and Services, as well as subsequent orders placed with Defigo.
The following words written with a capital first letter, will have the following meaning in the Agreement:
“Activation" means the point in time when Defigo has activated the Equipment and Services for the Customer.
“Agreement" means these Terms and Conditions.
“Confidential Information” means information that:
a) is by its nature confidential;
b) is designated in writing by Defigo as confidential;
c) the Customer knows or reasonably ought to know is confidential; or
d) information comprised in or relating to any Intellectual Property Rights of Defigo.
“Customer” means the legal entity or individual person that has placed an order with Defigo.
"Data Controller" means a person, company or other body that determines the purpose and means of Personal Data processing.
"Data Processor" means a person, company or other body which processes Personal Data on behalf of the Data Controller.
“Equipment” means any of the Defigo hardware units, such as:
a) The Defigo Intercom Unit for mounting outside of a structure or building or
b) The Defigo Control Unit for mounting inside of the structure or building.
“Intellectual Property Rights” means all rights in and to any intellectual property rights, included but not limited to, copyright, trademark, trade name, design, patent, know-how, trade secrets, intellectual achievements, inventions, computer software, databases, documentation and other similar materials and all other rights, irrespective of whether such intellectual property rights are or may be protected by registration or not.
"Mobile Application" means mobile application, e.g. iOS or Android app, used to unlock doors and administrate user information.
“Purchase Agreement” means the agreement entered into between Defigo and the Customer regarding the delivery of certainServices when a purchase quotation has been signed by the customer and Defigo.
"Personal Data" means 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.
“Order” means an order by Customer of any of the Defigo Equipment and Services.
"Services" means the digital access control and intercom services delivered by Defigo by use of the Equipment, the Mobile Application and Web admin.
“Service Fee” means the fee that theCustomer is paying to Defigo for use of the Equipment and Services.
“User” means individuals that are authorised by Customer or another User to use the Services and the adherent Equipment.
“Webadmin” means a cloud-based solution for administration by the Customer and User for administrating and managing theUsers right to use the Service.
The Customer orders the Services by signing a purchase quotation.
This Agreement is legally binding between the Parties when the Customer has submitted an Order to Defigo or has signed a quotation, and Defigo has confirmed its acceptance of the Order to the Customer.
The Order made by the Customer and the confirmation issued by Defigo forms the Purchase Agreement.
The installation is handled by a certified third-party.
The Customer must enter into a separate agreement with the third-party contract installer (the "Installer") for installation of the Equipment. The Customer must use a Defigo authorised Installer and is responsible for ensuring the Installer can install the equipment and activate the service in accordance with the order and purchase agreement.
Defigo facilitates the installation by sharing a list of authorised installers. However, Defigo assumes no responsibility for any installation work carried out by the Installer.
Defigo assumes no responsibility for costs related to removing cables, clogging screw holes or remedy any other wear or damage caused by the Customer and/or its Users to the property as a result of installation or un-installation and use of the Equipment.
The Services are Activated after the Equipment is installed and operative.
Defigo will provide the Customer with access to the cloud-based platform Web admin for administration of the Customer’s Users.
It is theCustomer’s responsibility to maintain and monitor the accuracy of any Personal Data related to any Users submitted to the Web admin user administration platform.
Defigo is without any liability or responsibility for errors or claims arising from or otherwise related to the Personal Data submitted to Web admin by the Customer or its Users.
TheCustomer owns and is responsible for all Personal Data uploaded to Web admin either by the Customer or its Users.
In the event of failure or an incident related to the Equipment or Services, Defigo will use reasonable efforts to try to correct any failures/incidents within reasonable time after the Customer has reported the incident.
TheCustomer must facilitate access to any door environment, fuse box, control unit and/or any other areas upon Defigo’s request (i.e. for maintenance or service reasons), during the performance of this Agreement.
Defigo does not assume responsibility to correct failure or errors to the Equipment or Services that are caused by any factors outside of Defigo’s control and/or by improper use of the Equipment or Services.
The Customer acknowledges that there are no legal connections or contractual rights or obligations between Defigo and any Users.
The Customer must enter into a separate agreement via the Mobile Application with all its Users to make the Equipment and Services available to the Users.
At the Customer’s discretion, a User may also be given the rights to further delegate accessing rights to doors that the User is authorized to manage.
The Customer warrants that it has obtained all necessary rights and consents from each individual User that may be necessary in order to provide and administer the Equipment and the Services.
8.1 Duration of the Agreement
This Agreement has an initial commitment period of 60 months, unless otherwise agreed in the Purchase Agreement, effective from the date of Defigo’s Activation (the "Initial Term").
If the Agreement has not been terminated with effect from at the expiry of the Initial Term or any Renewal Terms, the Agreement will be extended automatically with 12 months at the time (each a "Renewal Term").
Either Party may terminate the Agreement effect from the expiry of the Initial Term or any Renewal Term by giving the other Party a written notice of termination no later than three (3) months before the end of the Initial Term or any Renewal Term.
8.2 Early termination
Regardless of the duration of the Agreement as per Section 8.1, the Agreement may be terminated in the following situations:
(i) A Party suffering from the other Party's material breach of contract, if such material breach has not been remedied as set out in Section 12.2.
(ii) Defigo reserves the right to terminate the Agreement with immediate effect if theCustomer becomes insolvent, is taken under administration, is involved in proceedings of bankruptcy, reorganization or dissolution, or makes an assignment for the benefit of creditors.
8.3 Consequences of termination
Any rights, remedies, obligations, or liabilities accrued before the date of termination shall not be affected.
Any prepaid or remaining Service Fees as per the date of termination will not be refunded.
All Equipment delivered by Defigo and other resources used by Defigo to deliver the Services to the Customer, is the sole property of Defigo. The Equipment and Services will be provided to the Customer on the basis of a lease.
The Customer is granted a limited, revocable, non-exclusive and non-transferable right to use the Equipment and Services as required in accordance with this Agreement and solely for the purpose of this Agreement.
The Customer has no right to sell, lend, sub-license and/or distribute the Defigo Equipment or Services in any way and acknowledges that any such actions or actions related thereto would represent a violation of this Agreement.
Defigo has the right, but no obligation, to re-collect any Equipment related to the Services, subsequent to any form of termination of the Agreement.
10.1 Customer's compliance with laws and regulations
The Customer is responsible for compliance with any specific legal requirements related to using the Equipment and Services on the Customer’s property. As a Customer, you represent and warrant that any use of the Defigo Services:
a) will not breach any agreements you have entered into with any third parties, and
b) will be in compliance with all applicable laws and regulations that apply, and
c) will not conflict with any rights of any third parties.
10.2 Customer's insurance
The Customer is solely responsible for taking out all necessary and required insurance from a third-party insurance provider and for making sure that any relevant insurance policies accept the use of the Defigo Services. Defigo advice Customer to contact their insurance provider for more details and final confirmation before commencing use of the Services.
The Customer is responsible for providing all necessary information related to such insurance to all Users.
10.3 Customer undertakes not to modify
The Customer will not permit any User or third parties to, directly or indirectly reverse engineer, decompile, disassemble or otherwise make any unauthorized attempt to discover or obtain the source code to any of the Defigo Equipment or Services. Any such attempt may affect the performance of the Equipment and Services, of which Defigo is not liable for under such circumstances.
Further, the Customer warrants to not use the Equipment and Services in any illegal, infringing or harmful way by attempting to bypass any measures that Defigo may have put in place to prevent or restrict information within the Equipment and Services.
11.1 Purchase terms
The Customer shall for the Equipment and the Services pay such Service Fee as specified in the applicable invoice.
Defigo may adjust the fees once every year to reflect any increase in the consumer price index. Defigo shall give notice at least thirty (30) days prior to any such adjustment by e-mail to the e-mail address in the Order (or subsequently updated email address). The notice shall be considered given the day the email is sent from Defigo to the Customer.
All Defigo fees and invoices are excluding VAT/Sales tax.
Defigo will issue the first invoice for a certain purchase upon acceptance of the Order related to such purchase, and at the latest within thirty (30) days after the service has been activated by the Customer.
The Service Fee will thereafter be invoiced to the Customer in advance on a yearly basis, unless otherwise agreed in the Purchase Agreement.
Payment is due ten (10) days after the issuance of an invoice, unless otherwise agreed in the Purchase Agreement.
11.3 Late payment
In the event of late payment by the Customer, interest on arrears is accrued in accordance with any applicable act on interest on overdue payments in the jurisdiction of the Customer, with the highest legally percentage in force by that act at any given time.
If no such official act on interest on overdue payments exists in the jurisdiction of theCustomer, the interest shall be equal to the late payment interest prescribed by the Norwegian Act on Interest on Overdue Payments.
Defigo reserves the right to suspend all use of the Equipment and Services to the Customer if any invoiced amount due to be paid by the Customer under this Agreement is overdue by thirty (30) days or more, and Defigo has notified the Customer about such suspension in writing.
11.3 Changes in service fee
Defigo reserves the right to change the Service Fee during the performance of the Agreement.
Defigo shall give notice at least sixty (60) days prior to any change in the ServiceFee.
Notice shall be given by e-mail to the e-mail address in the Order (or subsequently updated email address). Notice of changes in Service Fee shall be considered given the day the email is sent from Defigo to the Customer.
If theCustomer accepts the subsequent invoice after Defigo has notified the Customer about a change to the Service Fee, this constitutes the Customer’s acceptance of the change in the Service Fee. Payment of a subsequent invoice shall be deemed as an acceptance of the new Service Fee. If the Customer fails to agree to the new Service Fee, the Agreement will terminate with effect from the expiry of the then applicable Initial Term or Renewal Term as the case may be.
12.1 What constitutes breach of contract
Non-compliance with a Party’s obligations under the Agreement, and this is not due to the other Party, Force Majeure or other causes from which such Party is otherwise exempted from liability, shall constitute a breach of the Agreement.
The Party in breach of contract has the right and obligation to remedy any breach of contract within reasonable time.
The Party in breach of contract also has the right and obligation to compensate any direct economic loss suffered by the other Party as a consequence of the breach of contract, up to an amount that shall not exceed the contract amount per incident.
In the event a Party in material breach of this Agreement has failed to correct such material breach within thirty (30) days after receiving written notice thereof by the suffering Party, the suffering Party may terminate the Agreement with immediate effect if the material defect has not been remedied within the expiry of the thirty (30) days' period.
12.3 Exclusion and limitation of liability
To the fullest extent permitted by applicable law, the Customer shall defend, indemnify and hold Defigo, its affiliates, directors and employees harmless for any claim, loss, cost or expense, whether incurred by the Customer or a User, from and against:
(i) any indirect, special or consequential damages incurred by the Customer or a User.
(ii) any loss or damage to the Equipment and/or Services, however caused (other than set out in Section 12.2 above).
(iii) any loss of data or by data breach or attack by or from hackers.
(iv) any loss or damage of the Service or the Equipment, bodily injury or death caused by external events that is not within Defigo’s control, included, but not limited to, power failures, fire hazards and water hazards, save for limitations following mandatory obligations by law.
(v) any loss or damage caused by integration of or interoperation by the Equipment orServices with any third-party product or service.
(vi) any loss or damage caused by Customer and/or User’s own acts and omissions by using the Equipment and Services.
(vii) any loss or damage caused by unauthorized persons gaining access to a property or authorized persons not gaining access to a property, in relation to which theServices and Equipment are being used, and/or direct and indirect consequences thereof.
Should Defigo nevertheless be found liable, the sole and aggregate liability shall be limited to 100.000 NOK per incident.
12.4 Safety disclaimer
The Customer acknowledges and understands that the Defigo Services is not a substitute for carrying keys for door accessing, and that the Customer and its Users must always carry a manual contraption (such as a key) for emergency situations.
The Customer shall indemnify, defend and hold Defigo harmless from any claims(including third-party claims), demands, actions, suits, expenses and damages(including indirect or consequential loss) resulting in any way from:
a) The Customer and its Users use or reliance on the equipment and service, except to the extent resulting from Defigo's breach of the terms of this Agreement (which is subject to the limitation of liability in clause 12.2); or any breach of the terms of this Agreement by the Customer or its Users.
This clause will survive termination of this Agreement.
14.1 Defigo as Data Processor
If the Customer is a legal person, public authority, agency or other legal entity, then the Customer is the Data Controller for all Personal Data that Defigo processes as part of providing the Equipment and Services. Defigo is the Data Processor, and Defigo’s standard Data Protection Agreement is part of this Agreement.
If the Data Controller disagrees with Defigo’s choice of subcontractors, e.g. Amazon Web Services, for data storage and processing, then Defigo reserves the right to terminate the agreement with one (1) month notice.
14.2 Defigo as Data Controller
Each Party must hold the other Party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information:
a) is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency, or
b) was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.
This clause will survive termination of this Agreement.
All Intellectual Property Rights over and in respect of the Equipment and Services are the property of Defigo.
TheCustomer is granted a limited, revocable, non-exclusive and non-transferable right to use the Intellectual Property Rights as required to make use of the Defigo Equipment and Services in accordance with this Agreement and solely forCustomer's own internal purposes.
The Customer therefore has no right to e.g., sell, lend, sub-license, distribute in any way (free of charge or for consideration), create derivative works of, copy, frame, access any part or feature of the Equipment or Services, including all underlying Intellectual Property Rights. The list is non-exhaustive.
All trademarks, graphics and logos used in connection with Defigo’ s performance of the Equipment and Services are trademarks or registered trademarks of Defigo or its licensor. Other trademarks, graphics, logos and other Intellectual Property Rights may be the rights of other third parties.
Defigo warrants to have the right to use the Intellectual Property Rights in connection with the Equipment and Services, and to keep the Customer and itsUsers harmless of any third-party infringement related thereto.
In the event of Defigo infringing the Intellectual Property Rights of any third-party, either allegedly or factually, Defigo reserves the right to terminate theAgreement with immediate effect.
The Customer accepts that Defigo may use the Customer as reference within future Defigo marketing activities, including the right to use photos and videos of the Customers property.
Each Party shall be excused from performance of its obligations under the Agreement if such a failure results from compliance with any requirement of applicable law, acts of God, fire, strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond reasonable control of such Party. Any delay resulting from any such causes shall extend performance accordingly or excuse performance, in whole or part, as may be reasonable under the circumstances.
Defigo reserves the right to amend and change the terms of this Agreement with effect from the Customer's next Renewal Term by giving notice at least sixty  days prior to any changes.
If the change in the Agreement is due to change in a legal obligation imposed by a governmental or public body, the change in the Agreement will take effect at the same time as the change in the legal obligation.
Notice shall be given by e-mail to the e-mail address in the Order (or subsequently updated email address).
If theCustomer continues to use the Services and Equipment for a Renewal Term, this constitute the Customers acceptance of the change in the terms of the Agreement. Payment of a subsequent invoice shall be deemed as an acceptance of the new terms. If the Customer fails to agree to the new terms, the agreement will terminate with effect from the expiry of the then applicable Initial Term or Renewal Term as the case may be.
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render the terms of this Agreement as invalid or unenforceable.
If any provision or portion of this Agreement shall be held invalid or unenforceable due mandatory statutory law or by a court of competent jurisdiction, it is the intention of both Defigo and the Customer that the remaining provisions shall constitute the Parties’ agreement, and that all such remaining provisions or portions thereof will be in full force and effect.
This Agreement shall be governed by and interpreted in accordance with Norwegian law.
Disputes arising in connection with or as a result of this Agreement shall be settled by court proceedings unless the Parties agree otherwise. Any court proceedings shall be brought before Oslo District Court.
This document was last updated on 21.11.2021.