Terms and conditions of service
Terms of Service
The following definitions shall apply for purposes of this Terms of Service document:
Services Description is the service as described on the ACDC website at the time of entering into the contract.
Services are all services provided to clients by or on behalf of ACDC.
The contractual relationship
The Customer agrees to purchase and ACDC agrees to provide the service(s) as described on the ACDC website at the time of entering the contract.
This agreement does not constitute an exclusive agreement between ACDC and the Customer.
By entering into this agreement with ACDC, the customer has the right to order services from ACDC via the web interface and related APIs.
The Customer acknowledges and agrees that he will not be entitled to use any part of installations, facilities or other infrastructure used or made available by ACDC for delivery of the Services, other than as described in the ACDC website at the time of entering into the contract. The customer has no rights regarding any part of the network, installations or equipment owned or used by ACDC to provide the Services .
Account and user information
To sign up for the Services, you must register for an account on the Services (an "Account"). You must provide accurate and complete information and keep your Account information updated. You shall not:
- select or use as a username (E-mail) a name of another person with the intent to impersonate that person
- use as a username a name subject to any rights of a person other than you without appropriate authorization
- use, as a username, a name that is otherwise offensive, vulgar or obscene
You must be 18 years or above to use our services. You are solely responsible for the activity that occurs on your Account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents), and for keeping your Account password secure.
You may never use another person's user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services, breach of security or unauthorized use of your Account.
You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees.
You agree to provide accurate information in your registration and not to share your password with third parties. You agree not to impersonate another person or to select or use a username or password of another person. You agree to notify Arctic Circle Data Center AS promptly of any unauthorized use of your account and of any loss, theft or disclosure of your password.
Failure to comply with these requirements shall constitute a breach of these Terms of Service and shall constitute grounds for immediate termination of your account and your right to use the services.
ACDC will not be liable for any loss or damage as a result of Your failure to provide us with accurate information or to keep Your account secure.
After approval ACDC will allow the Customer access to the web interface and related APIs. The customer can then place orders for services.
ACDC shall acknowledge receipt of each order or change immediately via the ordering system. The order/change is accepted when ACDC makes the services available to the Customer.
ACDC will only consider accepting orders for services under the following conditions:
- all user information is accurate and fully completed including verification of the user's email
- terms of Service (this document) is accepted
- the customer has no overdue payments to ACDC
- ACDC has accepted the payment terms of the customer. If payment by card the credit card must be cleared/verified by our partners
All orders can be accepted or rejected entirely by ACDC.
If a dispute arises as to whether there exists an (Approved) order, or a dispute about the nature of the order both Provider and Customer shall work towards finding a solution.
Prices and payment
All one time fees, if applicable, shall be billed by ACDC from the date the service is made available to the customer.
All usage fees will be charged to the customers credit card at the end of each month, or by invoice if this is explicitly agreed upon. Other payment methods can be implemented in the future.
All fees are exclusive VAT, taxes or similar charges if applicable. If paid by credit card VAT will be included.
When billed, the customer shall pay all invoices within fifteen (15) days. If failing to meet the payments due, ACDC reserves the right to:
- add interest at eight and a half percent (8,5%) pr. month on all invoiced amounts not paid within 15 days
- add a reasonable late fee, currently NOK 70, including, but not limited to reasonable legal expenses according to Norwegian law.
- demand pre-payment for any future delivery of services, or introduce other reasonable methods to ensure prompt payment.
ACDC has the right to enter into a factoring agreement with a third party.
Suspension of Services
ACDC has the right to immediately suspend delivery of services or part or services, and to turn off or suspend access to services:
- in order to comply with a warrant or injunction by the Norwegian court of law
- if there are breaches of the Acceptable Use Policy as given on our web-pages
- if the customer does not meet the obligations under of the collective Agreement, and fails to correct this within fourteen (14) days after receipt of a written notice
- if the customer fails to pay any outstanding amount after he has received a written notice specifying the missing payment and fails to remedy this within fifteen (15) days
- if the safety of persons or property is (or is threatened to be) adversely affected by customers behavior, the behavior of his customers, his affiliates or subcontractors
- if the customer’s behavior or behavior of his customers, affiliates or subcontractors expose, or by our opinion, may expose ACDC or its affiliates, agents or contractors to lawsuits, claims and/or damages
- if there has been submitted a bankruptcy petition against the customer or if the Customer is granted a payment deferral or other available remedy under applicable bankruptcy law
The Customer is obliged to pay all fees in the suspension period. The same applies if the suspension may be attributed to failure, error, act or omission of the customer, its employees, subcontractors or subcontractors’ customers.
The suspension of services shall be ended within one working day after the causes that led to the suspension, have been solved. ACDC reserves the right to terminate the affected Services permanently with written notice thirty (30) days in advance.
Claims and Limitation of Liability
Subject to the provisions in this agreement, and with the sole exception of gross negligence or intentional breach by ACDC, ACDC shall not be liable for any loss, damage or expense, including without limitation loss of profits, revenue, goodwill, anticipated savings or any form of indirect or consequential damages, property damage and personal injury or death resulting from ACDC’s failures to meet contractual obligations, and/or resulting from tortuous acts in connection with such compliance and/or arising out of or in connection with any unavailability, delay, interruption or degradation or the Services and any loss, destruction or deterioration of information.
ACDC’s total liability to the Customer for any breach of these Terms is, for any violation of the related Agreement and/or arising out of tortious acts or other, resulting in losses to the customer may be compensated by up to NOK 50,000 (fifty thousand NOK) per event or series of related events.
The Customer agrees to defend, indemnify and hold ACDC, its employees, subcontractors, agents, and affiliates exempt from all liability, fees and expenses, including reasonable legal fees, related to or resulting from:
- Any breach by the customer of the Agreement.
- Use of the Services or the Internet or the placement or transferal of any materials on the Internet by Customer or its customers and branches to the Customer and third parties used by the Customer.
- Acts or omissions of Customer (or any third parties used by the Customer) regarding the installation, maintenance, existence or use.
- All claims of third parties arising from services to be provided by the Customer to third parties using the Services.
- Claims for breach of any copyrighted work of any third party, including copyright, patents, trade secrets and rights relating to trade marks, as a result of the use of services, and software not supplied by ACDC, or misuse of services or software provided by ACDC.
- Any loss or damage to property or personal injury or death caused by willful acts or omissions of the Customer, his customers, subcontractors or agents.
Notification of damage shall be reported via registered mail to ACDC as soon as possible but in any event within fourteen (14) days after the Customer becomes aware of the injury. ACDC shall not be liable for damage not reported by the customer within that period, unless the Customer proves that he could not reasonably have known and reported such an injury within the specified period.
Neither Provider nor Customer shall be liable for failure to fulfill its obligations under the Agreement if such non-fulfillment is due or is the result of a force majeure event, including but not limited to, the following examples (assuming these examples are not due or was made possible due to the negligence of either Provider or Customer): fire, flood, strike, cable or fiber cuts (where the negative results of this could not reasonably have been prevented by redundancy), lightning, strikes, civil unrest, actions from government or military authorities, changes in laws, terrorism, natural disasters and prolonged power outages.
Each party shall as soon as possible give the other party written notice of an event of force majeure and the estimated extent and duration of its inability to meet its obligations under the Agreement.
In the event of force majeure, both Provider and Customer shall use all reasonable resources to minimize the effects of the event.
Throughout the term of the Agreement and for a period of five years thereafter, the Parties (Provider and Customer) shall keep confidential all contractual documentation and concepts referred to in these Terms as well as any other information concerning the other party, including, but not limited to information about the other party’s business operations and customers acquired during the Agreement, and information that may reasonably be considered to be confidential or marked or otherwise identified by the other Party as confidential.
The obligation of confidentiality shall not apply to information that:
- already is received or previously made known to the party receiving the information at the time it is received from the party providing the information, other than for breach of the applicable commitment to confidentiality
- is publicly known or becomes public knowledge other than by breach of the applicable commitment to confidentiality
- can be obtained from a third party that is permitted to disclose such information, or who have come to the receiving Party knowledge without use of the Confidential Information received from the Disclosing Party
- is disclosed due to requirements by law or by court order
- has been submitted to the respective (legal) advisers to the Parties, provided that they are obliged to treat such information as confidential
The commitments made shall apply unlimited in time and will not lapse as a result of the termination of the Agreement.
Applicable law and resolving disputes
Any disagreement regarding the interpretation or implementation of the Agreement that cannot be resolved voluntarily between the Parties shall be finally settled in accordance with Norwegian law. This does not limit the parties from seeking provisional legal assistance by a competent court. Mo i Rana, Norway is the legal venue.
If ACDC is terminating a service in accordance with provisions under the Suspensions of Service and the service is not restored, the Customer shall pay ACDC all fees for services that have been delivered up to and including the effective date of such termination
If the contract is terminated as a result of an event described in the section "Suspension of Services" subsection 1, the Customer shall only be obligated to pay the fees for the services delivered up to and including the effective date of such termination, unless such event is attributable failure, error, act or omission of the Customer, its employees, subcontractors or their customers. In such cases articles under section "Termination".
After termination, articles remain valid regardless of the cause of termination.
Intellectual Property Rights
No intellectual property rights shall be considered transferred from ACDC to the Customer under the conditions described in this document, nor as a result of other documents referred to in this standard agreement. This Customer is, however, granted a limited right to use ACDC property, provided that this is according to a contract between the Provider and the Customer.
ACDC shall provide all reasonable assistance to ensure that services and deliveries to the Customer are not obstructed or otherwise impaired by any third party intellectual property rights or other intellectual property rights. If a court order or law has determined that the services of ACDC are contrary to other parties’ property rights including intellectual property rights, ACDC shall at its own risk undertake actions that ensure the Customer continued use of contractual services, or if not possible, stop all deliveries and replace the amount the Customer paid for the services not delivered as a result of this.
ACDC will represent the Customer in cases where a third party claims that services violate third party rights. This applies only if the Customer immediately notifies ACDC of such a dispute, and that the Customer assists ACDC in the case.
No variation, addition, alteration or addition to or cancellation of provisions relating to the Agreement shall be valid, unless otherwise agreed in writing between a duly authorized representative of the Customer and ACDC.
The Customer Agreement does not give the parties right to represent the other party as agent or otherwise.
None of the rights and obligations under the Agreement shall be assigned or transferred by the Customer without ACDC’s approval in writing thereto, except if the Customer assigns its rights under the Agreement in whole or in part to an entity that is controlled by, is under common control by, or that controls the Customer.
By agreeing to the Terms of Service the Customer also acknowledges acceptance and knowledge of:
- Acceptable use of services
- Acceptable use of website and social media
- Service Level agreement