General Terms and Conditions

By using promineo.com Service you acknowledge that you have read, understood and agree to be bound by these terms and conditions.

1. Terminology

The following terminology applies to these Terms and Conditions:

Provider and Promineo refers to Promineo AS, Org no 983 777 619, Knud Holms gate 5, 4005 Stavanger, Norway, or its subsidiaries.

Client is the person or entity registered in the Sign-up form and creating Tokens that allows access to use the Service and identified in the applicable account record or invoice statement as the customer. The Client's Users are identified with the Client, meaning that breach of the Subscription Agreement by one of the Client's Users is a breach by the Client.

User – User is the person or service account actually using the promineo.com Service by way of a Token issued by the Client. One Client may have one or multiple Users.

promineo.com – is a branded offering provided by Promineo and made available via a network. The promineo.com service is designed to be available 24/7 subject to required maintenance.

Subscription is the subscription plan chosen by the Client in the Subscription Page on promineo.com.

Subscription Fee means the amount you pay for using the promineo.com Service.

Subscription Agreement is to be understood as a binding combination of these three documents "General Terms and Conditions", "Promineo Privacy Policy" and the "Subscription page" on promineo.com for credit card payment or a signed Promineo "Order and Price Form" for invoicing.

Promineo uses different brand names for various offerings. These terms and conditions are valid for any solution delivered by Promineo and made available at promineo.com. A "Service" may consist of a single or multiple software applications, templates or modules and related IT services in various combinations.

The promineo.com Service may include integrations with web services made available by third parties that are accessed through promineo.com and subject to terms and conditions with these third parties.

Any use of the above terminology or other words in singular, plural, capitalization and/or he/she or they, are to be regarded as interchangeable and therefore as referring to same.

2. General

Client agrees that:

• Client has the right to use Promineo's provided Services, only under the terms and conditions written in this document, including stated links to named websites.
• All ownership rights to the Promineo Services belongs to Provider.
• Client may not copy (unless expressly authorized by Provider in writing) or attempt to decompile, reverse engineer, disassemble, derive the source code, modify, or create derived works of any aspects of the Promineo Services and software. Client accepts that any attempt to do so would be a violation of the rights of Provider and constitute a breach of this agreement.
• Client is obliged to use the Promineo Services in compliance with all applicable laws, including local laws of the country or region in which the client is registered, lives and/or uses the software and/or downloads updates to the Services and software.
• Client may not use the Services in any way that may harm or impair other clients' use of the Services

Promineo's Services and software are protected by intellectual property rights.

3. Fees and Payment

To use the Software as a Service, the Client must choose a Subscription using the Subscription Page at promineo.com.

The monthly Subscription Fee will remain fixed unless you upgrade the number of daily actions you can perform in promineo.com by changing your Subscription.

If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of each subsequent Billing Period. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Price and Order Form.

You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your Promineo account. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance.

All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the promineo.com. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in Norway applicable VAT will be added to your invoice. If you are located outside Norway, all fees are exclusive of any VAT.

4. Data Ownership

All data uploaded to promineo.com are owned by the Client, regardless of which User has entered or uploaded it.

Promineo provides the ability to its Clients to permanently delete all the data they have ever entered or uploaded to promineo.com by selecting to "Delete Account" on the Account Details Page on the promineo.com web page, after which the data will be become unrecoverable.

Promineo may under no circumstances become liable for the loss of Client's data.

5. Privacy, Data Confidentiality and Protection

Promineo is committed to protecting our Clients' and Users' privacy. Provider's staff is required to comply with rigorous privacy and security policies in order to ensure Client's data will be safe.

Promineo constantly reviews its systems and internal processes to ensure the best possible service to our clients.

Only account details and credit card details entered or uploaded into promineo.com are stored. Data uploaded to promineo.com for the purpose of executing Promineo calculations are not stored and deleted from the service as soon as the calculation is complete, and result returned to the User.

Reference is made to our Privacy Policy for policies and procedures on the collection, use and disclosure of Client information when you use the Service and tells you about your privacy rights and how the law protects you

6. Promineo's Software as a Service Availability

Promineo aims to offer a stable service but offers no guarantees of availability. The only remedy for the Client in case of discontent with the Services is to terminate the Subscription Agreement, cf. clause 8.

To provide best service availability to our Users, some of our Services run on a Microsoft Azure platform and/or other third-party services. Promineo is not responsible in case of incidents, or any kind of service unavailability caused by malfunction of Microsoft Azure or any other third-party service. Microsoft Azure SLA, can be found at http://azure.microsoft.com/en-us/support/legal/sla/

7. Exclusions and Limitations

To the fullest extent permitted by law, Provider excludes all liability for damages arising out of or in connection with Client's use of Promineo's Software as a Service. This includes, without limitation, direct loss, indirect loss as, but not limited to, loss of business or profits, damage caused to Client's infrastructure, software, systems or programs and the data thereon, or any other direct or indirect, consequential, or incidental damage.

In no event shall Provider or our suppliers be liable for any damage (including, without limitation, damages for loss of data and profit due to business interruption), arising out of the use or inability to use the Service, even if Provider or a Provider authorized representative has been notified orally or in writing of the possibility of such damage.

In any event, Provider's liability is limited to the amount paid for the Services in the 4 (four) months immediately preceding the event giving rise to the liability.

8. Termination of Subscription Agreement and Refunds Policy

Both the Client and Provider have the right to terminate Subscription Agreement for any reason, including the ending of services that are already in use. Notice of termination from the Provider party shall be given 30 – thirty – days in advance of the effective termination. Client may terminate the service at any time by deleting its Account. In the event of termination, no refunds will be offered.

9. Logo and Trademarks

Promineo's name, logo and Service brands are trademarks of Provider. All other trademarks or registered trademarks are property of their respective owners.

10. Force Majeure

Should an extraordinary situation outside the control of the parties arise that makes it impossible to perform duties under this Subscription Agreement, and which under Norwegian law shall be classified as force majeure, the other party shall be notified of this as soon as possible. The obligations of the affected party shall be suspended for as long as the extraordinary situation prevails. The corresponding obligations of the other party shall be suspended for the same period.

In force majeure situations, the other party may only terminate the Subscription Agreement for breach with the consent of the affected party, or if the situation prevails or is expected to prevail for more than ninety (90) calendar days from the date on which the situation arose, and in such case only with fifteen (15) calendar days' notice.

The parties shall, in connection with force majeure situations, have a mutual disclosure obligation towards each other concerning all matters that must be deemed relevant to the other party. Such information shall be disclosed as soon as possible.

11. Waiver

Failure of either Party to insist upon strict performance of any provision of this or any Agreement or the failure of either Party to exercise any right or remedy to which it, he or they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this or any Agreement. No waiver of any of the provisions of this or any Agreement shall be effective unless it is expressly stated to be such and signed by both Parties.

12. Notification of Changes

Provider reserves the right to change these Terms and Conditions from time to time as it sees fit and Client's continued use of the promineo.com Service signifies Client's acceptance of any adjustment to these terms.

Likewise, Provider reserves the right to change functionality and content of the Services from time to time as it sees fit and Client's continued use of the promineo.com Service signifies client's acceptance of any such change.

If Provider has an intention to substantially change these Terms and Conditions or functionality and content, Provider will announce this with a 60 – sixty – days' notice period before the change is effective.

13. Governing Law

The Subscription Agreement shall be construed, interpreted, and governed by the laws of Norway, and Stavanger District Court will be the legal venue.