This agreement covers all entities with a customer relationship with Spring Agency (hereafter referred to as SA /Techweb AS), with org.nr. 913 861 906. The Terms are considered accepted in full, when ordering and/or payment for one or more services from Techweb AS. Techweb AS has the right to reject any assignment or order. This agreement is applicable between the supplier and the customer at all times. The Customer may collect and store a copy of this Digital Agreement upon conclusion of the contract, and the contractual relationship is applicable upon signing.
As a customer of ours, you have the authority to enter into this contract on behalf of your organization. You the customer will provide us with all the necessary material that you are in possession of and that we reasonably need to complete the project, in the format we need it. As the project moves forward, it is necessary that you review our work and provide feedback and approval within reasonable time. Both SA and the customer are bound by the dates and deadlines we agree upon. You also agree to abide to the payment schedule set out at the end of this contract.
We have the experience and the ability to implement everything we have agreed upon and will do so in a professional manner, within a reasonable timeframe. We will do our utmost to meet any deadlines. However, we do not accept responsibility for a delayed launch date or postponed deadlines that are due to the customer delaying the delivery of the materials we need or not giving SA the necessary approval for the work we have provided.
The customer has ownership of all articles, marketing automation emails, social media posts, CTAs and landing pages that SA creates on behalf of the customer.
Prices and payment
Unless otherwise agreed, the following applies to invoicing: One-time services (web projects, migration projects, integration projects, onboarding, etc.): 100% is invoiced at start-up. Ongoing investments (agency agreements, retainers, ongoing assistance, etc.): invoiced in advance per quarter. All prices are stated excl. VAT. All payments are subject to payment within 14 days, unless otherwise agreed. The transfer of ownership for the work performed is directly dependent on the full undisputed fee being paid. In the case of delayed payment, the delivery will be stopped and the interest according to the delay will be invoiced. In the event of such a stop in delivery, payment obligations must be maintained. Delivery will restart as soon as all outstanding payments are paid. The customer cannot demand subsequent delivery of work for the period during of which the work has been stopped due to lacking or delayed payment. The provisions of this section will not apply if you withhold payment as a result of a fault on SA’s part.
Contract time and termination
Unless otherwise agreed, this agreement has a recurring subscription with a 3-month notice period. Termination is only approved when SA has received a written termination.
Unused points will be transferred to the next month, and both parties are responsible for using them before the end of the termination period. Unused points will not be credited.
The parties' liability
SA is only liable for content approved by SA or produced by SA. The customer must make any telephones, emails, workshops and meetings, available within reasonable time, in order to ensure that SA can provide the services needed, in a satisfactory manner. All production, both design, text and other content, can be revised up to two times. The customer is responsible for making changes within the deadlines agreed upon in the pre-project or during other meetings. The customer shall review and approve the order form and content produced by SA and the schedule, either in the pre-project or in a meeting. If the customer has not responded within 7 days, the order form and content are considered approved. If the order form or its content have not been approved after two revisions, the task is still considered to have been performed according to the amount of content described in the agreement. The customer must be available for interviews and questions necessary to develop good content and define personas. SA is not responsible for any integrations with HubSpot or the CRM section of HubSpot. All goals that will be communicated or agreed between the parties are estimates and SA does not guarantee to achieving the goals or forecasts stated.
Domain application/ordering is carried out by SA on the basis of information from the customer. The customer is responsible for ensuring that the information provided is correct. By providing incorrect contact information, be it name, contact person, street address, postal address, or e-mail, etc., SA may, on the basis of a discretionary assessment, delete the order.
Services and or products offered by SA may not be resold and/or copied for commercial use without a written agreement with SA. These restrictions do not apply to content that falls under the jurisdiction of this agreement and is owned by the customer.
The Customer agrees that information and documents, including all invoices, reminders, debt collection notices and email communication are sent and stored electronically.
SA has the right to immediately close the company's or the user's service in the event of a breach of the specified rules or in the event of the lack of payment. A closure on the basis of the above may be regarded as a termination, which means that the subscriber's payment obligations will continue and terminate according to the normal notice period.
Footer-text (footer) / portfolio
SA uses the right to add all projects SA has developed and/or participated in developing in its portfolio on www.techweb.no as well as publishing the project in social media as a reference project unless otherwise agreed in advance. SA cannot review the customer in a way that is to the detriment of the customer's reputation or goodwill and shall comply with all reasonable requests from the customer in relation to customer reviews. SA uses the right to write "The website is developed by Spring Agency AS" at the bottom of the website unless otherwise agreed before the start of the project. The customer cannot change/remove the footer without first reaching agreement with SA.
The client is aware that all services provided by SA are regarded as business purchases and that special provisions for consumer purchases will thus not apply.
Interpretation of the Agreement
If any part of this Agreement is looked upon as invalid or unenforceable by applicable law, the invalid or unenforceable provisions shall be replaced by a valid, enforceable provision that corresponds to the purpose of the original provision, and the remainder of the Agreement will continue to apply. The section headings in the Agreement are used solely for convenience and have no legal or contractual significance.
Error message and correction
In the event of a fault or breach of the service, the customer is obliged to notify the supplier immediately. After receiving the error message, the vendor will initiate the necessary investigations to identify the source of the error and make corrections. If errors are reported after 30 days from the date of launch, the supplier's obligation to correct, ceases. The customer has access to the supplier's support services by email and phone. In the event of errors caused by the supplier within normal opening hours, the supplier shall have started correcting errors no later than 1 business day after the fault has been reported. Customers with a Service Agreement have the opportunity to contact us outside normal office hours as well as on weekends/holidays. Service agreement is an additional service that can be ordered.
If one party wants to claim that the other party has breached the Agreement, this needs to be announced in writing immediately. Payment default from the customer lasting 20 days from the due date is always considered a material breach. In the event of a breach, the supplier may terminate the agreement if the customer has not corrected the breach within 5 working days after the breach was notified. Default also means violations of contractual terms such as copying the provider's software. As an alternative to the termination of the agreement, the Supplier may also choose to impose usage/delivery restrictions until the default has been corrected if there is payment default between the supplier and the customer.
Contractor is under no circumstances liable for any direct, indirect or consequential loss resulting from actions taken by the Supplier regarding any of its services, including operation, support, adaptations, advice or any other area of the delivery or software. The customer can nevertheless claim compensation if the Supplier has made serious mistakes that have not been attempted fixed since the Supplier was made aware of it. This never applies to integration solutions as the quality of integrations depends on other 3.party (the software it integrates against) and cannot be guaranteed by the provider. If a guarantee is required, the supplier cannot provide the desired integration solution. In all cases, the amount of compensation will be limited up to the total invoiced for the month in which the liability occurs and will only cover work performed by Contractor directly.
Notwithstanding what is determined above, the Supplier shall be liable for the customer's loss where this is due to the fact that the Supplier has infringed third party rights.
Communication between the supplier and the customer
All communication between the Supplier and the Customer concerning the customer relationship shall be done in writing, hereunder e-mails. It is the customer's responsibility to keep the Supplier updated at all times with the correct postal address, email address and telephone number. The Supplier's contact information shall at all times be updated on the Supplier's website.
If force majeure etc. prevents operations from being carried out, either as a whole, partially or substantially made difficult by events such as war, terrorist attacks, fires, natural disasters, changes in laws, regulations or other rules, strikes, lockouts, blockades or other matters beyond the control of the parties, the duties of the parties are suspended to the extent that the relationship is relevant, and for as long as the duration of the relationship.
Duty of confidentiality
The parties have a duty of confidentiality on all matters that are of a confidential nature, regardless of the format or platform where these are communicated. This applies, but is not limited to, information about the other party's technical facilities, routines, operating conditions, prices, or information that could harm one of the parties or that can be exploited by outsiders. The parties are obliged to take the necessary precautions to avoid confidential information being leaked and thereby public to others and thereby in violation of this Agreement. The duty of confidentiality does not apply where the Supplier is required to provide information by law or by a valid decision made by public authority.
Costs for services performed
Functionality or feature requests beyond those listed in the budget and/or functionality specifications may be considered beyond the scope of application, and a change to the budget will be recommended. Projects that are paused for more than 45 days will be subject to a fee if SA is to resume work.
The supplier can invoice extra for extraordinary work that the customer wants performed and that is not specified in the requirement specification. Likewise, additional charges may be invoiced for other extraordinary costs, at any current rate. Current rate; 1500,- nok (ex VAT) per commenced hour.
Supplier has the right to continuously adjust the prices of its services. Normally, adjustments occur at the end of the year. In the event of price changes outside the end of the year, SA will give 30 days' written notice. However, prices cannot be changed during the term of the Agreement.
This document takes into consideration the current prices of the supplier's partners. Therefore, the supplier cannot provide a guarantee for increasing prices. Any price increases will be stated in advance to the Customer. You may not transfer this contract to anyone else without our permission. This contract remains valid forever and does not need to be renewed. In the event that one part of the contract becomes invalid or unenforceable, the other parts of the contract remain intact.
As long as this Agreement runs between the parties and for a period of 12 months thereafter, neither party shall directly or indirectly recruit or attempt to recruit personnel (for employment, engage as a standalone consultant or through any other affiliation) who is employed, hired a consultant or otherwise affiliated with the other party. The party that has been subjected to recruitment or attempted recruitment from the other party is entitled to a standard compensation equivalent to 5 times the current basic amount in Folketrygden (G) for each person recruited/attempted recruited.
In the event of a major material breach on the part of SA, the terms of the contract will be breached. The collaboration can then be terminated, with immediate effect.
In the event of delayed delivery, the customer may request a price discount when the relevant delivery is delayed. The price discount requested can never be higher than 10% of the total project value, excluding any recurring costs. If the delay is fully or partially caused by the customer, price discounts cannot be required.