1.1.

These Terms and Conditions ("Terms") apply to all services and software provided by UniSea AS ("UniSea") to the customer ("Customer"), unless otherwise agreed upon in a written contract or any form of formal agreement between the parties.

1.2.

UniSea provides software and Software as a service (SaaS) solutions and IT as a service (ITaaS).

1.3.

UniSea reserves the right to update these Terms periodically, with written notification to the Customer.

2.1.

These Terms are governed by Norwegian law.

2.2.

Any disputes arising out of or in connection with these Terms will be resolved throughnegotiation. If negotiations fail, disputes will be resolved by the courts of Norway.

2.3.

Neither party shall be liable for delays or failures in performance due to events beyond their reasonable control, including but not limited to natural disasters, war, or governmental actions.

3.1.

Unless otherwise stated, the initial agreement term will be 5 years (60 months) for all main and/or additional services and products delivered by UniSea. After the initial term, the standard clause for the agreement term will apply.

3.2.

Unless otherwise stated, all agreements will automatically renew for additional 12-month periods after the initial term, unless either party provides written notice of termination at least 90 days before the end of the current term.

3.3.

The Customer may terminate the agreement before the end of the term, but will be required to pay the remaining balance for the full term of the contract. This applies both for the initial agreement term and the following terms.

4.1.

All invoices are issued in advance for a 12-month period unless otherwise agreed. Other services outside of the agreed scope will be invoiced monthly or upon delivery.

4.2.

Payment is due within 30 days from the date of the invoice unless otherwise specified in the contract or any other form for written agreement.

4.3.

If the payment is not received by the due date, the Customer shall be liable to pay fees and interest on the overdue amount at the rate stipulated by Norwegian law, in accordance with the Norwegian Act on Interest on Overdue Payments (Forsinkelsesrenteloven), § 3 and§ 3.a. This interest will accrue daily from the due date until the date of actual payment. Interest rate shall be applied on a “per annum” basis, not daily, however calculated pro-rata for the period the payment is overdue in accordance with the Act on Default Interest.

4.4.

Any disputes regarding invoiced amounts must be communicated in writing to UniSea within a reasonable time of receipt of receipt of the invoice. The undisputed portion of the invoice must still be paid within the original payment terms.

4.5.

All service prices and hourly rates will be adjusted annually based on the Consumer Price Index in Norway, with adjustments applied starting January each year.

Adjustments will be made in January each year, in accordance with indexation prices in Norway. The yearly adjustment will be based on consumer price index adjustment between December – December.

More details can be found at the Norwegian Statistics Bureau (https://ssb.no/kpi).

5.1.

UniSea provides its services and support primarily during regular business hours (Monday toFriday, 08:00 to 16:00, Norwegian time). Additional availability can be arranged by separate agreement.

5.2.

Services include access to services, software modules, support, and regular software updates as detailed in individual contracts.

5.3.

UniSea will strive to notify the Customer in advance of any planned maintenance or service interruptions that may impact availability. In the case of unplanned service outages, UniSea will aim to restore services within a reasonable timeframe.

6.1.

UniSea shall not be liable for any indirect or consequential losses, including loss of profits, data, or goodwill.

6.2.

UniSea’s total liability for any claims arising under this agreement shall not exceed the total payment made by the Customer for the specific service within the 12 months prior to the event giving rise to the claim.

6.3.

This limitation does not apply in cases of gross negligence or wilful misconduct by UniSea.

7.1.

All intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, related to the software, services, and documentation provided byUniSea, shall remain the sole property of UniSea or its licensors.

7.2.

The Customer is granted a limited, non-exclusive, non-transferable license to use the software and services strictly in accordance with the terms outlined in the agreement.

7.3.

The Customer shall not modify, reproduce, reverse engineer, decompile, disassemble, or create derivative works of the software or any part thereof unless explicitly authorized byUniSea in writing.

7.4.

Any intellectual property developed or created by UniSea during the course of service delivery, including modifications, enhancements, or new features, shall remain the property of UniSea unless otherwise agreed in writing.

8.1.

Access to and use of UniSea’s software and services require an active and valid license agreement. The Customer acknowledges and agrees that without a current license agreement in place, they are not entitled to use, access, or receive any updates, support, or functionality of the software.

8.2.

The Customer is solely responsible for ensuring compliance with the terms of the license agreement, including but not limited to licensing the correct number of users, locations, and any other applicable parameters required for lawful use of the software and services.

8.3.

Upon termination or expiration of the license agreement, all rights to use the software and services will cease immediately, and the Customer shall uninstall and delete all copies of the software or return them to UniSea as instructed.

8.4.

UniSea reserves the right to audit the Customer's usage to verify compliance with licensing terms. Non-compliance may result in additional fees, suspension, or termination of access to the software and services.

8.5.

Any continued use of the software or services without an active license agreement will be considered a breach of these Terms and may result in legal action.

9.1.

Both parties shall keep all proprietary information and data strictly confidential.

9.2.

UniSea shall strive to implement industry-standard security measures to protect theCustomer's data against unauthorized access, loss, or corruption.

9.3.

If UniSea processes personal data for the Customer, a Data Processing Agreement (DPA) compliant with GDPR must be signed before processing begins, with both parties responsible for ensuring compliance.