KEYFORCE

MASTER SUBSCRIPTION AGREEMENT

"MSA"

This agreement is valid from December 1st 2019.

1 Scope of the Keyforce Master Subscription Agreement – “Agreement” 

The Agreement governs Customer access and use of Keyforce software. 

Keyforce retains all rights to all elements that the Software consists of. The Customer is not awarded any license or any usage right beyond what is expressly stated in this Agreement. As an integral part of this Agreement, the Customer shall have the right to receive support as defined in clause 4 of this Agreement. 

This Agreement is effective from the date of acceptance. Acceptance is deemed to take place when the Customer is entering into a paid subscription of the Service by signing the Initial Order Form and a Data Processing Agreement. 

 

2 Definitions 

“Agreement date” is the date you sign the Initial Order form. The Customer is from this date a customer and we will enable our Service without unnecessary delay. 

“Agreement period” is the current Agreement period you are in. This means the initial Agreement period of 12 months, before it changes to match the Invoice interval you are in. 

“Customer Data” shall in this Agreement mean all data that the Customer stores on Keyforce’s or any of Keyforce’s sub-contractor’s servers. 

“Initial Order form” is used to describe the documents (which include information about number of Users, Invoice interval, prices, Data Processing Agreement, etc.) signed when ordering the Service. 

“Invoice interval” is the payment period specified in the Initial Order form or when agreed changed, in writing, at later date. Invoice interval can be annual, bi-annual, quarterly or monthly. 

“Service / Services” means Keyforce – the software-based services that are ordered by Customer via the Initial Order Form as described. Services exclude content and Third-Party Services. 

“Third-Party Services” means products, services, functionality or content provided by Third-Party Service providers. These services are designed to be used in conjunction with the Keyforce Service. Third-Party Services are not governed by this Agreement but requires separate agreements between Customer and Third-Party Service providers.

 

“Subscription fee” is the total amount charged for using the Service according to the Invoice interval. 

“User” is the name of a license assigned to an individual user for a specific set of functions. 

“Company License” is the name of services with a specific set of functions available on a “per-customer” basis. 

3 Customer Responsibilities 

3.1 Limited right of access to and use of the Service 

The right of access to the Service is at any given time limited to the number of Users for which the Customer is subscribing and paying. 

If the Customer needs to expand the Agreement with additional Users, the subscription for additional Users shall be ordered from Keyforce according to the procedure in clause 10. 

Subscriptions under this Agreement is limited to the Customer’s employees or consultants who according to an agreement with the Customer are performing services for the Customer. The Customer shall require the users to commit themselves to be legally bound by the terms and conditions included in this Agreement. The Customer shall not allow other persons or entities directly or indirectly to gain access to or use the Service or the documentation, other than what is expressly set out in the Agreement. 

The Customer may only use the Service for the Customer’s internal purposes. The Customer is not entitled to perform data processing on behalf of a Third-Party using the Service. The Customer commits to use the Service according to the applicable law and regulations, permissions, limitations and requirements in the Agreement. 

The Customer is responsible for the data, materials and the information that the Customer or its Users process with the Service. The Customer shall not use the Service to send illicit spam or otherwise unlawful material using the Service. The Customer shall not store, process or send material containing software viruses and similar harmful computer codes, scripts, files, or programs. 

The Customer shall not attempt to gain unauthorized access to the Service or its related networks or systems. The Customer is at all times responsible to not interfere with or disrupt the security, integrity or performance of the Service or the data it contains. 

A high-speed Internet connection is required for proper transmission of the Services. Customer is responsible for the network connections that connect customer’s network to the Service, including “browser” software supported by Keyforce. Such infrastructure should support HTTP over Transport Layer Security (TLS). Keyforce assume no responsibility for the reliability or performance of any connections as described in this section. 

In case of breach of these conditions, Keyforce is entitled to immediately terminate the Agreement and shut down the Customer’s access to the Service with immediate effect. Such actions from Keyforce shall not release the Customer from the obligation to pay for the total current Agreement period. 

3.2 Third-Party Services 

Customer may integrate Third-Party Services (Applications) with the Service. Any acquisition or development by Customer of such Applications, and any exchange of data between Customer and 3rd party, is solely between Customer and the applicable Third-Party Service provider. Keyforce does not warrant or support Third-Party Services, whether they are “certified” by Keyforce, unless expressly provided otherwise in an Order Form. 

If Keyforce receives information that a Third-Party Service may violate the terms of use, applicable law or third-party rights, Keyforce will notify Customer who promptly will have to disable or modify such Third-Party Service to resolve the potential violation. If Customer does not take required action in accordance with the above, Keyforce may disable the applicable Content, Service and/or Third-Party Service until the potential violation is resolved. 

 

Customer Data 

If Customer chooses to use a Third-Party Service with the Service, Customer grants Keyforce permission to allow the Third-Party Service and its provider access to Customer Data as required for the interoperation of that Third-Party Service with the Service. Keyforce is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third-Party Service or its provider. Data Protection Agreements must be signed between Customer and such Third-Party Service providers. Customer is responsible for informing Users of any disclosure of their personal data to a Third-Party Service provider. 

 

4 Support 

The Customer is granted access to the Keyforce Customer Center where resources for education, help, frequently asked questions, training and inspiration are available. Support also includes e-mail support via support@keyforce.no 

Our support team works for Customer success Monday thru Friday during normal business hours (8 hours per day / 5 days per week, CET) except on public holidays. 

Support includes Keyforce’s best effort in solving software problems based on a detailed description of the problem, provided by the Customer. Finding a solution cannot be guaranteed. 

Support shall be made available in accordance with the following guidelines: 

The Customer will use its best effort and most qualified personnel to search the source of the problem and to share detailed information with the support personnel. 

Cases, which do not comply with the above listed conditions, will be invoiced at the applicable Keyforce hourly consulting fees. Approval of such invoicing should be made in advance. 

The Support does not extend to other applications, configurations, integrations, operating systems and similar. The same applies to Customer’s hardware, internal networks, internet connections or items of peripheral equipment that are independent of the Service. 

Keyforce reserves the right to recommend a training course or consultancy services if the support takes the form of general training. Keyforce similarly reserves the right to send the Customer specifications of possible solutions, which the Customer must attempt to implement in order to solve the problem in question. 

This Support shall not include any form of administration, configuration, design, development or other consultancy services. The Customer may purchase consultancy services as required, in addition to the Support provided according to the Agreement. Such additional Services will be made available on a time and material basis based on Keyforce’s official prices. 

5 Breach of Agreement and limitation of liability 

There is a breach of Agreement if one of the parties does not fulfill its obligations as defined in the Agreement. It shall not be regarded as a breach of Agreement by Keyforce if the Service is unavailable as a result of errors, or has reduced functionality, or the Customer achieves poor response time, in the following cases: i) as a result of circumstances outside Keyforce control, or ii) as a result of circumstances related to the Service, if Keyforce has corrected or made reasonable efforts to correct the error. 

Keyforce does not give any warranty or promise that the functionality in the Software will cover the Customer’s individual requirements, expectations or needs. Keyforce does not warrant nor promise that interruptions or errors will not occur during the operation of the Service. 

Keyforce shall under no circumstances be liable for indirect losses, including, but not limited to lost profits of any kind, losses as a result of delayed startup of operation or operational disruption, lost goodwill and/or third-party claims. 

 

Keyforce is only liable for errors in the Software if Keyforce does not try to correct errors that Keyforce has confirmed that will be tried corrected. No warranty is given that the error may be satisfactory rectified. Any liability is restricted to the Customers documented direct losses, and such liability shall for the whole lifetime of the Agreement be limited to the compensation for the Agreement period when the error occurred. No liability can be claimed as a result of faults or errors in the Software or the Service, unless expressly stated otherwise in this agreement. 

 

 

6 Legal defects 

If a Third-Party starts legal action claiming that the Service infringes other’s copyright, title or industrial rights, Keyforce shall at its own expense defend itself and the Customer’s interest. This should however only apply to the extent the Customer immediately notifies Keyforce as soon as it is informed of such claims, that Keyforce gets full control of the case and that the Customer co-operates with Keyforce in the negotiations and potential court proceedings. Keyforce shall in such case cover legal costs and compensation awarded against the Customer. No other claims than those stated in this clause can be put forward against Keyforce as a result of legal defects. 

 

7 Personal data processing 

Keyforce will process personal data on behalf of the Customer for the purpose of the Agreement. The parties shall enter a separate Data Processing Agreement (DPA) where Customer is the Controller and Keyforce the Processor. 

 

In order to access the Service, the Customer must provide certain data to Keyforce, including correct name, contact data and email address of the users. This information is used for secure authentication and access to the Service as well as individual support and service. In addition, the Customer allows Keyforce access to user-statistics for the purpose of improving and optimizing the Service. The Keyforce Privacy Statement is available in the Keyforce Trust center. 

Furthermore, Keyforce shall comply with the relevant provisions regarding data privacy and information security of EU Regulation 2016/679 (the General Data Protection Regulation) on the protection of individuals with regard to the processing of personal data and on the free movement of such data, as implemented in the country of legal venue and governing law ref. section 16 in the Agreement. 

8 Processing of financial information 

 

In the event that the Customer is a financial institution subject to specific rules and regulations, such rules and regulations shall be regulated in Appendix to the Data Processing Agreement between the parties. 

9 Confidentiality 

Keyforce shall secure that everyone who on behalf of Keyforce receives information about the Customer and the Customer’s business, relations and other data, marked as confidential information, are obliged to not expose such information to third parties without the Customer’s consent. This applies accordingly for the Customer. The Customer shall also provide that everyone that act on behalf of Customer protect and keep confidential all other information that Keyforce provides to the Customer, or information that the Customer becomes aware of; to the extent that the Customer understands or should have understood that the information is Keyforce confidential information. The obligation to keep information confidential shall remain in force after expiry of this Agreement. 

10. Fees and payment 

10.1 Subscription Fees 

The monthly subscription fee payable for access to the Service is specified on the Initial Order form. The price is calculated on the basis of the total number of Company Licenses and Users made available to the Service. 

If the Customer orders access for additional Company Licenses and/or Users, cf. clause 10.3 below, the price per company and/or user is the then current Keyforce official price or, if applicable, the agreed price.  

The Customer shall be invoiced for added Company Licenses and/or users, for the period from the time the order has been confirmed by Keyforce and to the end of the current Invoicing period. Added Company Licenses, and added users, will be included in the total number of Company Licenses and the total number of Users, based to calculate the Subscription fee for subsequent Invoicing intervals. 

 

The Agreement shall be invoiced per invoice interval in advance. The invoice shall cover a period according to the agreed Invoice interval. The first Invoice interval shall be calculated with effect from the turn of the month following the Agreement date. 

The Customer may change the Invoice interval. The change will have effect from the next Invoice interval. Prices and subscription fees will be adjusted according to Keyforce´s official price list. This Subscription Agreement is a continuous agreement that runs until terminated by any of the parties according to the provisions in clause 11. 

 

The Customer accepts that all sales documents and reminders are sent electronically. When Keyforce has not been provided with an option to email or e-invoice the sales document, Keyforce is according to local legislation required to send the sales document per post. In these cases, Keyforce will charge an invoice fee per sales document. 

10.2 Additional services 

Remuneration for other services, such as approved consulting fees, shall be invoiced after the relevant service has been performed and at the agreed prices. 

10.3 Amendments to the number of Company Licenses and to the number of Users covered

Customer may expand the Agreement to cover additional Company Licenses and /or users at any time. The order shall be issued by the person with the authority to commit the Customer. The order is binding for Customer when issued and becomes part of the Agreement upon Keyforce’s confirmation of the order. The order will be implemented after Keyforce has confirmed the order and thereafter, the order is part of this Agreement. 

The Customer can reduce the number of Users for the Service. The reduction of the number of users covered by this Agreement must be done in writing. Reductions will have effect from the end of the current Invoice interval, under the provision that a written notice of such reduction is sent and received at least 30 days prior to the end of the running Invoice interval. If the reduction notice is not issued in accordance with this provision, the Subscription fee will not be reduced until the subsequent Invoice interval, in which this provision of 30 days’ notice is satisfied.  

11 Termination of Agreement 

Each party may terminate the Agreement. The termination of the Agreement must be done in writing and will have effect from the end of the running Agreement period. If the customer terminates before the end of the current Agreement period, the customer will still have to pay for the entire Agreement period. A written notice of termination shall be sent to the other party at least 30 days prior to the end of the Agreement period.  

The termination shall not involve any form of refund of the compensation and shall only indicate that the Agreement will not be extended for a subsequent Agreement period. 

If the notice of termination is not issued in accordance with the provisions in the first paragraph, the Agreement shall be automatically renewed for a new Invoice interval. 

If the Customer fails to make payments when payments are due or falls into arrears or otherwise does not full-fill its obligations pursuant to the Agreement, Keyforce shall have the right to terminate the Agreement with immediate effect. Keyforce shall have the right to suspend user login, when outstanding payments remain after notice from Keyforce. 

 

12 Transfer of rights 

Keyforce can in whole or partly, transfer its rights and/or obligations pursuant to this Agreement, as long as this does not substantially hurdle the performance of the Agreement. This should be announced if possible with a 30 days’ notice. The Customer cannot transfer its rights and obligations pursuant to this Agreement without Keyforce´s written approval. Such approval cannot be unreasonably rejected. Keyforce can in whole or partly let its obligations pursuant to the Agreement be performed by a Third-Party, and Keyforce may use Sub-suppliers. 

Keyforce is still fully responsible for the Service towards the Customer also when using such sub-suppliers. 

 

13 Customer and user communication 

The Customer is obligated to provide Keyforce with contact details, including full name, email and mobile phone, on primary contacts responsible for system administration, security and agreements. Keyforce will store contact details on all users of the service. See clause 7 in this agreement, the Keyforce Privacy Statement and the Data Processing Agreement for further details. 

All changes in the Customer’s contact information, including address changes and changes of the Customer’s contact person with the authority to commit the Customer, shall be communicated in writing to Keyforce. The Customer undertakes to provide correct information regarding the User’s identity and a correct and legitimate e-mail address at all times. 

The Customer agrees that Keyforce from time to time may send the Customer and Users relevant and/or important information about the service, unless the Customer specifically asks not to receive such information. Note that because this Service is an centralized online software service, it may be necessary from time to time to send all Customers and Users important information or notifications related to the operation of the Service. Such notifications can be sent all users, regardless of their subscription’s preferences and consents. 

 

14 Modifications to Terms of Service 

Keyforce reserves the right to make amendments to the terms and conditions of this Agreement with 3 months prior notice. If amendments are governed in a clause of this Agreement, the stated prior notice applies. All Customers will be informed of such amendments by email or through the information being made available on Keyforce’s websites or Customer Center. 

15 Intellectual Property and Data Ownership 

Keyforce warrants that Keyforce is the sole owner and holder of any and all the Intellectual Property Rights required for the delivery of the Service to its Customers. Keyforce warrants that the Keyforce software will at all times comply with applicable laws and regulations such as laws pertaining to competition, taxation, corruption and accounting and that Keyforce has all required regulatory licenses, permits and authorizations to provide the Service. 

 

Customer shall own the Customer Data. Keyforce shall not acquire any right, title or interest to the Customer Data and Keyforce shall not use the Customer Data for any other purpose than as strictly needed to provide the Services in accordance with this Agreement 

 

16 Disputes 

The rights and obligations of the parties under the Agreement shall in their entirety be governed by the national law applicable to Keyforce. If a dispute arises in connection with the interpretation of the Agreement, the parties shall attempt to resolve the dispute through amicable negotiations. If the dispute cannot be resolved in this way, it shall be referred to the ordinary courts of law at the registered address of Keyforce entity you are contracting with.  

17 Who Customer are contracting with

Below is a table with details of which Keyforce entity the Customer is contracting with and the corresponding governing law and courts.

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