Please read these terms of service ("Terms") carefully before using our services.
The purpose of these terms (the "Terms") is to enter into an agreement and agree to the use of the Toolboks customer relationship management platform (the "Service") as provided by Toolboks AS (the "Supplier") for the entity which shall use the Service (the "Customer") and establish requirements for the use of the Service provided by the Supplier. These Terms also include and incorporate our Data Processing Agreement by reference, see more below.
Accepting the terms and entering into an agreement
These Terms form an agreement with the Customer and the Supplier (see company information on Toolboks AS at the end of these Terms), which is hereinafter referred to as the "Agreement", which is entered into the Terms are accepted, or the Service is accessed, whichever comes first.
The Customer accepts to comply with these Terms, any rules and guidelines comprising the Service, which is either included in the Service or posted on the Supplier's website at the time of such use, the Data Processing Agreement (entered into as part of the Agreement), and the Supplier's Privacy Policy.
The person accepting the Terms and entering into the Agreement on behalf of the Customer represents and warrants having due authorisation from the Customer to enter into the Agreement with Toolboks AS of which the Customer is obligated to comply with the Terms.
Please read the Agreement carefully, as they form the requirements for the Service with the Customer's rights and obligations and retain a copy of the Agreement for record.
If the Service is to be used or described in tenders to the public sector or in public procurement, then a written cooperation agreement must be made between the party making such tender and Toolboks AS, detailing the use of the Service in the specific context.
Access to services and billing
By using the Service and then entering into an Agreement as described above, you agree to these Terms. If you do not agree to the Terms, you are not authorized to use the Service.
Access to the Service, including the CRM tools, features and integrations provided through the Toolboks platform, is billed based on usage or a subscription plan, unless otherwise agreed. Any fees are given exclusively of any tax or fees, such as VAT.
The Supplier may require payment in advance or a retainer to access the Service with correction of the payment on the use of the Service after the end of the month. Any invoices from the Supplier shall be paid 30 days after the invoice date.
In the event of any late payments by the Customer, the Supplier reserves the right to charge interest on the overdue amount at an annual rate equal to the maximum rate allowed by law. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount.
The Supplier may amend the prices for the Service with three months' written notice. If the new prices are not accepted, the Customer may terminate the Agreement and stop using the Service before the new prices enter into force.
Before using the Service, the Customer is required to provide complete billing information, including legal name, address, and any billing reference. Failure to provide accurate billing information or failure to pay on time may result in suspension or termination of the Service.
When registering a team account in the Service, you are granted a free, yet limited, non-exclusive, non-transferable, non-sublicensable license to explore the Service for your internal purposes.
Conditions of use
The Customer and any of its users must not use, copy, or abuse content in the Service, whether owned by Toolboks AS or other content providers. The Supplier reserves the right to unpublish or remove content from the Service for any reason without notice.
The Customer and any user to whom the Customer grants access to the Service undertake to comply with the User Terms of the Service.
In addition, the Customer and any user the Customer grants access to the Service undertake not to:
- Decompile, disassemble, reverse engineer, translate or otherwise attempt to learn the source code or technological know-how of any component of the Service
- Interfere with or disrupt (or attempt to do so) the access of any user, host or network in such a manner as to interfere with or create an undue burden on the Service or its users
- Use the Service to store or transmit material that is unlawful, defamatory, or otherwise objectionable, or that infringes on the intellectual property or privacy rights of any third party
- Use the Service to send unsolicited communications (spam) or in violation of applicable anti-spam or data protection legislation
The Supplier does not generally monitor activity occurring in connection with the Service. However, suppose the Supplier becomes aware of any actual or possible violations of any provision of these Terms. In that case, the Agreement or any applicable law, the Supplier reserves the right to investigate such actual or possible violations. The Supplier may, at its sole discretion, restrict access to the Service for individual or all users and/or immediately terminate the Agreement by the above, or may change, alter or remove Customer content, in whole or in part, without prior notice to the Customer.
Non-compliance with these Terms or any instructions on the use of the Service by the Supplier may result in the termination of the account.
Copyright and property rights
The Supplier or its licensees own or license all copyright and other intellectual property rights in the Service (including all software, text, graphics, images, video, sound, music, and other materials).
All brand intellectual properties, including but not limited to names, product names, trade names, domain names, graphics, logos, service marks and trademarks relating to the Service, are the Supplier's property. The Supplier retains rights to the said intellectual properties, which are not to be removed, added to or altered in any way or to remove copyright notices or other proprietary rights or marks associated with or included in the Service.
Upon accepting the Terms and payment of the fees for the Service, the Customer is granted a limited, non-exclusive, royalty-free, non-transferable right to access and to use the Service, inclusive any software as part of the Service, by the Agreement for the Customer's use in its own business.
The Customer retains all rights to the data and content it enters into, uploads to, or generates through the Service, including but not limited to customer records, contacts, opportunities, contracts, invoices, proposals, and any other business data ("Customer Data"). The Supplier may use Customer Data solely to deliver and improve the Service. Upon termination, Customer Data will be deleted except to the extent that the data is stored or otherwise retained by the Supplier if the Supplier has a right or obligation to store the data or it is agreed that the Supplier shall export or transfer such data.
The Customer represents and warrants that the Customer is the owner or authorised user of all content and data provided to the Service. The Supplier shall not be liable for any such content or data.
The Supplier can use the Customer's logo, trademarks, and trade names in its marketing materials, including website, email, social media, and press releases, if the Customer has not rejected such use in writing.
The Service and how it is provided
The Service is a cloud-based customer relationship management (CRM) platform that enables the Customer to manage customers, sales pipelines, opportunities, contracts, orders, invoices, proposals, renewals, time entries, activities, and related business processes. The Service and the parts of the Service, functionality, specification, etc., are described on the Supplier's webpage. The Service is provided as an online service, and the functionality will change as it may be amended, replaced, or added from time to time; see below.
The Service is, as a consequence, provided "as is" and "as available" without any warranty. Consequently, the Supplier does not grant or guarantee any functionality or availability in the Service. The Customer understands and accepts that the Service is continuously developed, contains complex code and functionality, and consequently may include technical errors/bugs, interruptions, inaccuracies and/or typographical errors, and changes to functionality and user interface may be carried out.
Access to the Service is made through the web, and the Customer must have a browser and a computer which meet any requirements set by the Supplier, or otherwise an updated standard browser (one of the three most used browsers) and computer. As the Service is provided through the web, interference may occur. The Supplier will also carry out updates and maintenance of the Service due to technical, security or operational reasons, at which time the Service might be unavailable.
Account
To gain access to and use the Service, the Customer must create an account and provide the necessary information. All information the Customer provides to the Supplier must be current, complete, accurate and up-to-date.
The Customer is solely responsible for all activity in the Customer's account, including any user account the Customer gives access to for its employees or others, regarding the Service and for complying with this Agreement. The Customer is responsible for keeping any username and password confidential and ensuring that none of the Customer's information is shared with third parties.
Any person using the Customer's login information is conclusively deemed to have actual authority to use the Service and consequently to access data and information and is deemed authorised and approved by the Customer. The Customer hereby agrees to indemnify, defend, and hold the Supplier harmless from any claims or damages arising from or relating to any such use.
Processing of Personal Data
Personal data is any information that identifies or could be used to identify other physical persons. The Customer may transfer or have transferred personal data to the Supplier as part of the Service, and the Supplier will process personal data on behalf of the Customer.
The Customer and the Supplier have entered into a data processing agreement comprising the processing of personal data the Supplier performs on behalf of the Customer upon providing the Service.
The Data Processing Agreement is entered into and considered a part of the Agreement.
The Customer is encouraged to download and archive the Data Processing Agreement with the Agreement.
The Customer accepts and approves that the Service is conducted and provided by the Supplier electronically, through the Internet, and that the Supplier cannot guarantee the security or privacy of any electronic communications in which the Customer participates in transfer on the Internet which are out of the Supplier's control.
Liability. Limitation of Liability. Disclaimer of Warranties
The parties are only liable for any direct and documented damage if the party is negligent in breaching this Agreement. The parties shall not be liable for any indirect damages, including, without limitation, incidental and consequential damages, loss of profits or business opportunities, business interruption, or damages resulting from loss of confidentiality, loss of data or loss of access to the Service, inclusive the quality of the Service as further described above.
In any event, any party's total liability shall not exceed the amount paid by the Customer for the Service during the last 12 months before the incident that causes the liability.
The Customer agrees to indemnify, defend and hold harmless the Supplier and its partners without any limitations from all claims, liabilities and expenses that arise from the Customer's misuse of the Service or any breach of the Terms or applicable laws, inclusive of any infringement of any intellectual property, proprietary information, violation of privacy or other rights by the Customer or by any person using the Customer's login information, whether or not the Customer authorised such use.
Term and Termination
The Agreement is entered into for a term of one year and continues until terminated by one of the parties with one month's written notice if not otherwise agreed.
If one of the parties is in material breach of the Agreement, the other party may immediately terminate the Agreement. The following shall be considered material breach:
1) Breach of any of the restrictions on the use of the Service.
2) Disclosing confidential information that violates the terms of this Agreement.
3) Using or distributing intellectual property in a way that infringes on the rights of the intellectual property holder, inclusive breach of any of the intellectual property rights in this Agreement.
4) Failure to make payment within 60 days after invoice date, inclusive payment of interest on late payment.
5) One of the parties becomes insolvent, suffers the appointment of a receiver, or makes an assignment for the benefit of creditors; or proceedings are commenced against such party under any bankruptcy, insolvency, or debtor's relief law if such proceeding is not vacated or set aside within sixty (60) days after the date of commencement thereof.
If the Customer breaches any of the above, the Supplier may, at its sole discretion, terminate the Customer's access to or use the Service without prior notice.
Upon termination of the Agreement, any fees not paid are due for payment, and the Customer is not entitled to any return of fee for the remaining term.
Data export upon termination
Upon termination of the Agreement, and upon written request by the Customer made within thirty (30) days of the termination date, the Supplier shall make available an export of the Customer Data in a commonly used, machine-readable format. After the expiration of such thirty (30) day period, the Supplier shall delete all Customer Data, unless the Supplier has a legal obligation to retain such data.
Confidentiality
Each of the parties shall maintain the confidentiality of all non-public information disclosed by the other party or which the party get access to under this Agreement, including but not limited to the Service and functionality herein, technical, commercial, financial, operational, staff, marketing, and planning information (hereinafter called "Confidential Information"), whether disclosed in writing, orally, written or captured by the party or by any other means.
The parties shall not use the Confidential Information for any purpose other than as specifically agreed upon in this Agreement, inclusive of providing and using the Service, and shall not disclose it to any third party, except as required by law or as necessary for the performance of this Agreement, and only to those individuals who have a need to know and who are bound by similar confidentiality obligations.
These obligations shall remain in effect after the termination of the Agreement, regardless of the reason for termination. Upon termination of this Agreement or written request from one of the parties, the other party shall promptly return or destroy all copies of Confidential Information unless legally required to retain such information.
Force majeure
Force Majeure means any circumstances beyond the reasonable control of either party, including, without limitation, fire, explosion, pandemics, strikes or other labour disputes, riots or other civil disturbances, and errors or downtime in networks, power supply, gateway or similar failures of communication and failures of third-party service providers (including providers of internet services and telecommunications), that prevent a party from fulfilling its contractual obligations.
The affected party must promptly inform the other of the Force Majeure event and its expected impact. Obligations are suspended only to the extent necessary and for the duration of the event. The affected party shall endeavour to minimise the effects and resume performance promptly after the event ends.
If the Force Majeure continues beyond 90 days, either party may terminate the Agreement without liability. Financial hardship and market changes do not qualify as Force Majeure.
Assignment
The Supplier is entitled, in whole or in part, to assign its rights and obligations under the Terms to a third party at its discretion. The Customer may assign the Agreement to another party upon the Supplier's written consent, which shall not be unreasonably withheld.
No Waiver
The Supplier's failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision unless expressly agreed by the Supplier in writing.
Communication and notices
The Supplier may need to inform the Customer, such as service announcements and administrative messages, by the email address provided by the Customer or by posting information in the Service. The Customer is responsible for updating the Customer's contact information in the Service so the Customer can receive information from the Supplier.
Amendments of Terms and the Agreement
The Supplier may amend these Terms, which will cause a change in the Agreement, and inform the Customer either by the email given by the Customer or included in the Service with a minimum one-month notice.
By using the Service after being informed of the amended Terms, the Customer agrees to be bound by any such revised terms at the effective time. If the Customer does not accept the amendments, the Agreement will be terminated, and the Customer may not continue to use the Service.
Choice of Law and Dispute Resolution
The Agreement shall be governed by Norwegian law.
Any dispute or claim arising out of or in connection with the Terms shall be subject to the jurisdiction of the Norwegian courts, with the district court of Stavanger, Norway, as the legal venue.
The Customer acknowledges and agrees that separate from any proceedings, the Supplier may also seek injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable injury to it, its trademarks and other marks, and/or other intellectual property, and in such proceeding, the Customer consent to the jurisdiction of such a court.
The Supplier
Toolboks AS
Gartnerveien 4, 4016 Stavanger, Norway
Business reg. no.: 899 065 492