These terms and conditions govern TCP's delivery of Services and Third-Party Products. This Term and conditions take effect when the Customer or any other Party accepts a contract where these General Terms and Conditions are part of. Confidential Information provided prior to acceptance of any contract shall be subject to the obligations set out in clause 6. If you accept these General Terms and Conditions on behalf of the Customer or any other Party, you represent and warrant that you have full authority to bind the Customer to this Agreement. 

In the event of conflict between an (1) Order Form, (2) The Cloud People Data Processing Terms, and (3) the Agreement, the documents shall be given precedence in the order they are listed. 

1 DEFINITIONS 

1.1 In addition to other expressions that may be defined elsewhere in this Agreement, the following expressions shall have the meanings set forth below: 

"Confidential Information" means all non-public information, whether oral or written, relating to the Party’s business, affairs, products and services that has or could have commercial value to the Party disclosing such information (the “Disclosing Party”), whether made available in writing or oral, and whether or not identified by the Disclosing Party at the time of disclosure as being confidential to the Disclosing Party. 

"Customer Data" means all data, including but not limited to text, data and/or images that are provided by or on behalf of the Customer. 

"Intellectual Property Rights” means any patents, rights to inventions, copyrights and related rights, trademarks, trade names, domain names, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property right or proprietary right recognized in any country or jurisdiction in the world, whether registered or not, and whether in existence as of the effective date or arising or recognized thereafter and all applications and registrations therefor. 

"Third-Party Products" means the products and services provided by a third-party vendor on a subscription basis as specified in the applicable Order Form. 

"Services" means the services provided by TCP, including, but not limited to, consulting services and application management services, as specified in the applicable Order Form. 

"Order Form" means the standard order form mutually executed by the parties for the purchase of Services and/or Third-Party Products. Each Order Form and the terms set out therein are incorporated into the Agreement by reference. 

2 GENERAL 

2.1 TCP will provide the Services and access to the Third-Party Products in accordance with the Agreement and the applicable Order Form(s). 

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2.2 The Third-Party Products supplied by TCP are provided on a "pass-through"-basis only and any use of such Third-Party Products are subject to the terms and conditions of the relevant third-party vendor. The Customer is bound by such third-party terms and conditions and any claims by the Customer related to defects, delays, damages or any other consequences arising from the use of the Third-Party Products shall be made to the relevant third-party vendor and not TCP. Unless otherwise expressively agreed in an Order Form, TCP shall in no event be liable for any defects, delays or damages caused by the Third-Party Products. 

3 SERVICES 

3.1 Consultancy services 

3.1.1 TCP offers consultancy services for the Google platform and ServiceNow platform, and can support the Customer in a range of activities such as: 

a) Identifying and documenting functional, non-functional, universal design, and security requirements 

b) Designing, configuring, and testing ServiceNow and Google implementations to meet the Customer's requirements

c) Providing guidance and best practices on the ServiceNow and Google platforms utilization

d) Assisting with organizational change management, user training, and adoption strategies

e) Offering strategic advice on how to leverage the ServiceNow and Google platforms to support the Customer's objectives. 

3.1.2 The specific roles, objectives, deliverables, and timelines associated with the consultancy services will be detailed in each Order Form issued under this Agreement. TCP's role in this regard is strictly consultative unless otherwise is explicitly agreed. The responsibility for decision-making and implementation lies with the Customer, and TCP does not guarantee any specific outcomes or results from its consultancy services. 

3.1.3 Orders for consultancy services must be placed at least 30 calendar days before start of service delivery. 

3.1.4 Customer may request changes to the composition of the agreed team of consultants, up to 14 calendar days prior the start of service delivery. If such changes are requested less than 14 calendar days prior the start of service delivery, TCP reserves the right to invoice in accordance with the initially agreed plan, the planning phase, or for the time accrued during the planning of the consultancy services. 

3.1.5 All meetings, whether in person, via teleconference, or by any other means, that involve the participation of project staff from TCP, shall be considered billable activities. 

3.2 Smart resourcing 

3.2.1 Unless otherwise agreed in an Order Form, TCP will determine which resources that will be assigned to perform the Services and when to replace or reassign such resources. TCP utilises its Smart Resourcing Concept to source the capability needed to provide the Services from a global pool of resources. The resources are offered with specific grades set by TCP based on the resources' skills, certifications, and experience. 

3.3 Cooperation with third parties 

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3.3.1 It may be necessary for TCP to collaborate with third parties associated with the Customer's operations. The following guidelines applies for such cooperation: 

a) Identification of Third Parties: The Customer will provide a list of third parties that TCP is expected to engage with while providing the Services. This could include software vendors, IT service providers, business partners, or other relevant entities.

b) Integration Requirements: Any specific requirements for integration with third party systems, services, or platforms will be clearly outlined by the Customer. TCP will take these requirements into account when developing and delivering the Services.

c) Observance of Third-Party Terms: TCP will adhere to any relevant terms and conditions set forth by third parties, as instructed in writing by the Customer. This might pertain to data usage, system access, software licensing, or other pertinent areas.

d) Responsibilities and Duties: TCP's responsibilities and duties in relation to cooperation with third parties will be clearly articulated in the relevant Order Form. This could include communication protocols, data sharing agreements, dispute resolution procedures, and other cooperative activities. 

4 CUSTOMER'S OBLIGATIONS 

4.1 Delivery of the Services requires active and timely participation from the Customer. The following outlines the expected preparation and participation from the Customer: 

a) Initial Preparation: Prior to the start of the Services, the Customer shall provide a clear overview of their business processes, objectives, and specific requirements for the Services. This includes providing any necessary documentation, data, and access to systems or personnel. 

b) Point of Contact: The Customer should designate a representative or a team who will serve as the primary point of contact for TCP. This designated party will be responsible for providing necessary information, making decisions, and approving deliverables on behalf of the Customer. 

c) Timely Feedback: The Customer's timely feedback and approval are critical to maintaining the timeline for the Services. Delays in providing feedback or approval can impact TCP's ability to deliver the Services as planned. 

d) Availability for Meetings and Workshops: The Customer shall ensure availability of personnel for scheduled meetings, workshops, and training sessions. These sessions are important for gathering requirements, clarifying doubts, presenting progress, and conducting user training. 

e) Data and Access Provision: The Customer shall provide any necessary data and access to systems in a timely manner. Delays in providing these can impact TCP's ability to deliver the Services as planned. 

f) Task Completion: If there are specific tasks that the Customer is required to complete during certain time periods, these will be outlined in the relevant Order Form or otherwise clearly communicated by TCP, and the Customer shall endeavour to complete these tasks within the specified timeframes. 

g) Quarterly Strategic Review Meetings with Key Personnel: The Customer and TCP commit to holding quarterly strategic review meetings, involving pivotal representatives from both parties, which include, but are not limited to, TCP's Account Managers. The primary objectives of these meetings are to evaluate the current status of the engagement, address challenges, introduce any changes, and plan for upcoming stages or needs. Furthermore, a central part of these meetings will be to create and consistently update a customer success plan. It is paramount that leaders and individuals with strategic vision from the Customer's organisation attend these meetings to ensure streamlined communication and informed decision-making. Dates, agenda, and participants for these sessions will be collaboratively decided upon and noted either in the corresponding Order Form or through direct discussions with TCP. The Customer recognizes that the involvement of such key individuals is vital for the proficient execution and progression of the Services.

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4.2 The Customer shall (i) provide and make available the personnel set out in the applicable Order Form and that TCP reasonably requires in connection with performance of the Services, (ii) ensure that access to premises, data, information, equipment, systems, etc. is prepared and maintained during the performance of the Services, (iii) obtain and maintain all licenses, consents, and authorizations necessary to allow TCP to provide the Services, and (iv) ensure that agreed checklists, preparations and activities are carried out. The Customer acknowledges and agrees that TCP may be dependent on information provided by Customer in its performance of the Services and that TCP is entitled to rely upon the completeness and accuracy of such information. 

4.3 The Customer shall keep TCP informed of any local laws and regulations, which are applicable to the Services and give TCP as much advance written notice as reasonably possible of any prospective changes in such local laws and regulations. In the event any changes to the Services are necessitated by such changes, the Customer shall request an Order Form and cover the costs associated with such changes. 

4.4 If the Services are delayed or cannot be provided, in whole or in part, due to circumstances related to the Customer, the time spent by TCP's resources on such Services will be invoiced by TCP. 

5 CUSTOMER DATA AND INTELLECTUAL PROPERTY RIGHTS 

5.1 The Customer acknowledges and agrees that all Intellectual Property Rights related to the Third-Party Products or results of any Services are under the sole and exclusive ownership of TCP or its licensors. The Customer is granted a perpetual and non-exclusive right to use the results of the Services to the extent necessary to utilise the results as contemplated in the applicable Order Form when payment for the Services giving rise to the results has been made. These rights include the right to use, copy and modify the results. 

5.2 All rights of ownership and any Intellectual Property Rights relating to Customer Data belongs to the Customer. The Customer grants TCP (a) the right to utilize Customer Data for the purpose of performing TCP's obligations under this Agreement and (b) a royalty-free, perpetual, non-exclusive, sub-licensable, assignable, irrevocable right to aggregate, collect and use (i) data relating to the performance of the Services for the purpose of improving its products and services, and (ii) use anonymized Customer Data for commercial, statistical, and analytical purposes. 

5.3 The Customer acknowledges and agrees that TCP own title and all Intellectual Property Rights related to the results arising from the rights granted in clause 5.2. 

6 CONFIDENTIALITY 

6.1 Each party shall hold the other’s Confidential Information in confidence and not make such Confidential Information available to any third party, unless agreed in writing by the Disclosing Party. Neither party shall use the other’s Confidential Information for any purpose other than the implementation of this Agreement. 

6.2 Each party shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this Agreement. 

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6.2.1 The parties may disclose Information when so required by law, any court of competent jurisdiction, or pursuant to any enquiry or investigation by any governmental, official or regulatory body which is lawfully permitted to require any such disclosure provided that, in so far as it is lawful to do so prior to such disclosure, the parties shall consult with the other party as to such requirement with a view to providing the opportunity for the party to contest such disclosure or otherwise to agree the timing and content of such disclosure. 

7 PAYMENT AND REPORTING 

7.1 All prices and payment terms are set out in the applicable Order Form. 

7.2 All prices may be adjusted at the beginning of every calendar year by an amount equivalent to the increase in the retail price index (the main index) of Statistics Norway (unless another index is agreed in the applicable Order Form), with the initial reference index value being the index value for the month in which the Agreement was formed. The price may also be adjusted to the extent that rules or administrative decisions pertaining to indirect taxes are amended in a way that affects the consideration of costs of TCP. In the event of price adjustments for Third-Party Products by third-party vendors, the prices for such Third-Party Products will automatically be adjusted accordingly. 

7.3 If the Customer fails to make payment by the agreed time, TCP shall be entitled to claim interest on any overdue amount at 2% per month or the maximum rate permitted by applicable law (if less) from the due date until paid. If overdue consideration, with the addition of late payment interest, has not been paid within: 

a) 14 calendar days of the due date, TCP reserves the right to initiate debt collection procedures, which may include engaging a third-party debt collection agency. The Customer shall be liable for any additional costs, including but not limited to collection fees, legal fees, or other costs associated with debt recovery. 

b) 30 calendar days of the due date, TCP may send a written notice to the Customer, stating that the Agreement and any Order Form(s) will be terminated for breach, unless settlement has taken place within 15 calendar days of receipt of such notice. 

7.4 In addition to any other available remedies under this Agreement and applicable law, TCP may suspend the Services until payment is made in full if the Customer fails to make payment by the agreed time. 

7.5 To promote transparency, facilitate effective communication, and ensure accountability between TCP and the Customer throughout the duration of the Agreement, TCP will on a weekly basis, every Monday, provide a detailed report to the Customer, outlining the number of hours expended in the previous week. This report will include a breakdown of the hours by task or activity, along with any relevant notes or comments. The Customer will have a period of 1 week from the receipt of each weekly report to review and accept the reported hours. Any disputes or queries relating to the reported hours should be raised within this period. If no objections are raised within the 1-week period, the reported hours will be considered as accepted by the Customer. 

8 DISCLAIMER AND LIMITATION OF LIABILITY 

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8.1 Except as set out in the applicable Order Form, TCP disclaim all warranties, representations, and conditions, express or implied, including, but not limited to, warranties as to availability, correctness, accuracy, reliability, quality, non-infringement, and fitness for a particular purpose, except to the extent that any warranties implied by law cannot be validly waived. 

8.2 TCP is not responsible for any issues, delays, or defects arising from (i) changes made by the Customer or third parties without TCP's knowledge and approval, including, but not limited to, unauthorized modifications to TCP's deliverables, the configuration or functionality of the ServiceNow or Google platforms, changes to the Customer's IT environment that impact the operation of the platforms, or the installation or update of third-party software or systems that interfere with the platforms, or (ii) third-party software, systems, or services that TCP has not provided or is not authorized to modify or repair. 

8.3 TCP may utilize open-source or free software when providing the Services. This software is typically licensed under terms that allow it to be used, modified, and distributed freely. However, such software comes 'as is' without any warranty, and TCP cannot guarantee that it is free of defects in title, including infringements of third-party intellectual property rights. TCP disclaims any liability for defects in title related to open-source or free software used in the provision of the Services. Customer acknowledges and agrees that it uses such software at its own risk and that TCP shall not be liable for any damages, claims, costs, or other liabilities arising from any alleged or actual defects in title of such software. Should there be a claim alleging that the use of any open-source or free software infringes the intellectual property rights of a third party, TCP will make reasonable efforts to replace the infringing software with non-infringing software or modify it to become non-infringing, subject to the availability of resources and at TCP's sole discretion. 

8.4 In no event shall either party be liable to the other for any indirect or consequential damages, including but not limited to, any (i) loss of profits, sales or business, (ii) business interruption, (iii) loss or corruption of data or information (iv) loss of business opportunity, goodwill and/or reputation, or (v) third party claims arising under this Agreement. Except as otherwise agreed in a specific Order Form, TCP's aggregate liability under this Agreement and any related Order Forms shall be limited to direct damages up to an amount equal to EUR 5000. 

9 TERM AND TERMINATION 

9.1 This Agreement will last for duration specified in the applicable Order Form, and if several Order Forms are concluded, for the duration of the last Order Form concluded. 

9.2 Upon termination of this Agreement, for whatever reason: 

a) without limiting TCP's rights in clause 5.2 and 5.3, each party shall, at the other party’s request, either return or destroy any Confidential Information, in its possession, at its own expense; 

b) all outstanding invoices shall become immediately payable (if any); and 

c) the Customer shall cease to use any of TCP's Intellectual Property Rights, without limiting the Customer's rights granted in clause 5.1. 

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9.3 TCP will, in connection with the expiry or termination of this Agreement, provide exit assistance to the Customer, including, but is not limited to, transfer of necessary data, documentation, and knowledge that the Customer may reasonably require. TCP shall not have an obligation to assist with the transfer of basic skills or with the transfer of knowledge linked to TCP's business secrets or Confidential Information. The scope of the exit assistance and associated fees will be agreed upon in a separate Order Form. 

10 PERSONAL DATA 

10.1 The parties' rights and obligations in connection with the processing of personal data in connection with the Services are set out in The Cloud People Data Processing Terms. 

11 CHANGES 

11.1 TCP may modify this Agreement from time to time, in which case TCP notify the Customer of the changes and submit a new version of the Agreement. Minor changes will enter into force when notified, while material changes will enter into force for new Order Forms entered into. 

11.2 Changes to the Services may affect the timelines, cost, resources, or other aspects of the Services, and shall be mutually agreed upon in accordance with the process set out below: 

a) Change Request: Any changes to the Services must be formally requested by the Customer or the Supplier through a change request. The change request must include details of the proposed change, the reason for the change, and the expected impact on the Services. 

b) Evaluation: Upon receiving a change request, the other party will evaluate the request considering its feasibility, impact on the Services, cost implications, and other relevant factors. The evaluation will be shared with the party that proposed the change. 

c) Approval: If both parties agree on the change request, it will be formally approved. The Agreement and any relevant documents will be updated to reflect the approved changes. 

d) Implementation: Once approved, the changes will be implemented according to a mutually agreed-upon plan. The plan will outline the tasks, resources, timeline, and any additional costs associated with the change. 

e) Review: After implementation, the change will be reviewed to ensure it meets the agreed-upon objectives. Any lessons learned from the change process will be documented for future reference. 

12 GENERAL PROVISIONS 

12.1.1 The risk of loss, theft, misappropriation or damage of items, information (including usernames, codes and passwords), documents, software or data files that are created, supplied or used in the context of performing the Agreement shall pass to the Customer at the time at which the Customer or an auxiliary person of the Customer comes into actual possession of the items and information referred to. 

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12.2 TCP may transfer its rights and obligations under this Agreement to another company. The Customer may only transfer the Customer's rights and obligations under this Agreement to another company if TCP agree in writing. 

12.3 TCP may use subcontractors to provide the Services, including sharing information with such subcontractors to the extent necessary to fulfil TCP's obligations under this Agreement. 

12.4 TCP may refer to the Customer by name and/or trade name and briefly describe the Customer's business in TCP's marketing materials, on TCP's website and in public documents. The Customer hereby grants TCP a license to use the Customer's name and any of the Customer's trade names and logos for the purpose set out herein. 

12.5 A party shall not be liable for breach of contract caused by an impediment beyond the affected party's reasonable control, including, without limitation; (i) power outages or disruption of internet or telecommunications services; (ii) invasion, war (whether declared or not), cyberattacks or other hostile acts; or (iii) epidemic or natural disasters. The obligations of the affected party shall be suspended for as long as the impediment prevails. The other party shall be notified of the impediment as soon as possible. 

12.6 Each party may terminate the Agreement if, in connection with the other party's operations, debt settlement proceedings, a voluntary arrangement or bankruptcy/liquidation proceedings, are initiated or any other form of management by creditors becomes relevant. 

12.7 Neither party shall during the term of the Agreement and for a period of one (1) year after the expiration or termination of this Agreement, without the other party's consent, directly or indirectly (i) employ, solicit, engage or retain the services of the personnel of the other party, or (ii) otherwise induce or attempt to induce any such personnel to terminate its engagement or employment with the other party. 

12.8 Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 

12.9 This Agreement shall be construed in accordance with and governed by the laws of Norway and the Norwegian courts shall be legal venue for any disputes arising out of this Agreement. 

12.10 All communication regarding the Agreement matters shall be in writing, addressed to the contact personnel set out in the applicable Order Form or as otherwise agreed.