TERMS OF AGREEMENT

This Agreement governs the relationship between VisBook AS, 2512 KVIKNE, NORWAY (hereinafter referred to as VisBook) as the provider, and the user/customer that has installed a version of VisBook as specified in subsection 1.1. (hereinafter referred to as the Customer), regarding the use of the VisBook Booking and Administration System (hereinafter referred to as the Product).

1. Scope of the Agreement

The Agreement applies to the installed version specified here:

1. Booking system with cash register for MS Windows.

Refer to the signed contract for the scope of the purchase.

This Agreement comes into force when installing any of the above-mentioned products. When installing a product, the user also agrees to pay the annual user fee described in the signed contract. If the user fee is not paid within the agreed dates, the booking program will be closed. Breach of contract, cf. subsection 9.

The annual user fee is determined based on VisBook PRO’s gross revenue, as detailed in the signed contract.

If the orders in the booking system are set to 0, or for all other reasons the value of the orders or the gross turnover may be questioned, VisBook AS reserves the right to obtain a statement of the company’s revenue from the company’s auditor to determine the correct user fee.

2. Relative rank order of the documents

1. The provisions of this Agreement and signed contract apply unless otherwise stated in the version descriptions.

3. Scope and implementation of delivery

1. Scope

VisBook will deliver the Product according to the detailed description of the version, including description of the software, documentation, training, implementation, and support.

VisBook is delivered in a standard version adapted to the Norwegian standard chart of accounts, prepared by the Norwegian Hospitality Association (NHO Reiseliv), and a standard setup cash register.

Changes to the standard setup will be billed based on a separate agreement.

2. Implementation

VisBook PRO will in its entirety be installed via the internet. VisBook shall provide phone support during the installation, if necessary. Any installation physically performed by VisBook on request by the customer must be explicitly agreed in the contract. Refer to the signed contract for details.

When purchasing VisBook, the customer must undergo mandatory training in use of the booking program. Any internal company training requested by the customer must be separately agreed in each case.

VisBook shall provide support and shall at all times make sure to have the necessary competence to provide service and support for the programs and versions delivered to the customer. The obligation to provide service and support only applies for the at any given time current version of the product, cf. subsection 1.1, and requires that the user fee, cf. said subsection, has been paid.

If the user fee is not paid, the Product will cease to work at the time specified in subsection 1.1.

4. Changes in the Agreement period

VisBook

VisBook is obligated, within reasonable time, to make sure that the Product, including all programs, procedures and contributions delivered according to the description of this version, are developed and updated to be compatible with recent versions of standard software for MS Windows operating systems, browsers, etc., which are included in the requirement specification and functionality description provided with the version.

VisBook have the right to undertake such changes of the Product necessary to comply with changed technical or financial framework conditions. It is assumed that such changes or adaptations do not reduce the Product’s service level, and the functionality description should not deviate from the agreement in a way that affects the Customer negatively without prior agreement with the Customer.

The Customer

The Customer is obligated to install and/or use updates and new versions of the Product developed in accordance with this subsection for the duration of the Agreement.

5. Rights

The Customer’s right to the use of the Product, including programs, systems, procedures, documentation, training materials and other materials from VisBook’s delivery, is limited to the use described in this Agreement.

The Customer’s right to use the program is subject to the user fee being paid as specified in the signed contract.

The customer may install VisBook PRO on an unlimited number of computers.

The Customer does not have the right to make changes and/or adaptations to the Product, including software, documentation, structures, layout or other materials, other than such changes and/or adaptations specified in this Agreement, without prior written consent from VisBook.

Any copying or duplication of the Product performed by the Customer, other than such copying or duplication specified in the Agreement and contract, is prohibited. Likewise, any transfer of materials to a third party that is not part of the Agreement or the attachments is prohibited.

The proprietary rights and copyright of the Product, including programs, systems, and documentation, belong to VisBook and are protected in accordance with the provisions in the Norwegian Copyright Act of 12 May 1961, no. 2 and in other legislation.

The proprietary rights of data generated by the Customer or the Customer’s activities belong to the Customer. Upon termination of the Agreement, as a result of either termination or invalidation, the Customer will lose their access to VisBook PRO. Stored data such as customer registers (names and addresses only) and accounts data for non-completed accounting periods (entry list, account statement and customer balances) will be electronically transferred to the Customer upon written request. Subsequently, these data will be deleted.

The Customer cannot transfer any rights to the Product according to this Agreement to other parties without prior written consent from VisBook. The requirement of prior consent does not apply if the transfer occurs in correlation with a transfer or merger of the entire or a significant part of the Customer’s establishment, and use of the Product is included in the part of the establishment being transferred.

6. Confidentiality

The parties are obligated to keep full confidentiality regarding confidential business or personal information of which they might gain knowledge as a result of the Agreement. The obligation of confidentiality encompasses any rights, including trade secrets, and anything that might be considered subject to company, trademark, design, patent, copyright, marketing, and other legislation. This also applies to any rights or trade secrets that can be reserved by agreement, regardless of the completion of a formal protection act. The obligation of confidentiality also includes VisBook PRO and other deliveries from VisBook.

The confidentiality includes the obligation to refrain from using any knowledge or documentation obtained for one’s own or others’ purposes. The parties are obligated to take necessary measures in relation to their own organization to make sure that the confidentiality is maintained by everyone acting for or on behalf of the party or any third party involved, to avoid unauthorized access to confidential information.

If one of the parties becomes aware that unauthorized access to or knowledge about confidential information has occurred, they must notify the other party immediately.

7. Responsibilities

Data security

Real-time replication:

VisBook has a secondary replication server which replicates all transactions in real-time toward the main server. Replication and backup are automatically checked every 30 minutes. Additionally, our customer databases are subject to real-time replication toward two other locations.

The main server is connected to a triple redundant internet access for extra security. In case of a main server line break, the secondary server will take over.

Backup

For document server: Backup in 3 locations:

in same datacenter, but separate hardware, daily backup, but no historical backups dating back,

by hosting partner, separate location, every Monday, with 3 weeks history,

At VisBook’s own location, 2 separate servers, daily backup with 7 days history.

For database server:

Live replication to datamining machine in same cluster,

continuous binary log (log of all transactions) 1 year back in time

Live replication for backup in same physical location, but separate hardware,

backup 7 last days each day

weekly backup last 4 weeks

Live replication to separate physical location at VisBook, 2 separate servers with the same backup setup,

snapshot every 30 minutes for the last 24 hours

snapshot every 24 hours for the last 7 days

snapshot weekly 1 year back in time

snapshot monthly 1 year back in time

(d) A third-party backup provider performs nightly backups of all data, including databases and documents, to an external location in Norway.  

 

In case of a data breakdown

As evident from the information in sections “Real-time replication” and “Backup”, the data security is quite good. Real-time data are stored on several computers in several geographical locations.

In a worst-case scenario – if both the server rooms were to break down simultaneously and all the real-time backup machines are down – VisBook will be forced to restore the databases from the last backup. Consequently, any data stored from the last backup to the time of the breakdown will be lost.

VisBook is not liable for any loss of data relating to the above. Refer to subsection 7.2.

Disclaimer of liability

VisBook is not liable for errors, irregularities, or damages to the Customer’s own computer, including local networks (LAN), intranets, software, or other connected equipment, as a result of the Customer’s use of the Product.

Furthermore, VisBook is not liable for errors or defects in the telecommunication network / internet connection or other technical equipment beyond VisBook’s disposal and control, or loss related to such errors, whether said errors cause loss of Customer access to data or software on VisBook’s equipment or loss of data during transfer, installation or extraction.

Liability and conditions for downloading and installation of VisBook:

The installation of VisBook is in its entirety performed via the internet.

VisBook disclaims all liability for problems relating to downloading and installation.

Consequently, VisBook cannot be made liable for expenses related to installation and upgrades in company systems.

Package holidays

If the Customer provides services that are subject to the Norwegian Package Holiday Act of 25.8.1995, the Customer is familiar with their obligation to provide a travel guarantee, and is obligated to indemnify VisBook AS from any claim related to the travel guarantee or the Customer’s breach of this.

Indemnification

The Customer shall indemnify VisBook AS from any claim, civil action, etc., directed at VisBook AS from the Customer’s own customers, partners, or others, where the claim originates from circumstances concerning the Customer or third parties related to the Customer.

8. Force Majeure

If circumstances beyond the parties’ control completely or partially prevent the parties from fulfilling their obligations under the Agreement, the parties’ obligations will be suspended to the extent and for the period of time made necessary by said circumstances. This includes circumstances such as strikes, lockouts, natural disasters, war, or similar circumstances, which by Norwegian law will be considered as Force Majeure.

If these circumstances persist, each of the parties may request the Agreement to be terminated with one month’s written notice, provided that the circumstances cause honoring the Agreement to be an unreasonable or exceptional burden to the party in question. Termination as described in this subsection does not give any of the parties the right to claim damages, but VisBook is entitled to compensation for delivered services.

9. Breach of Agreement

Breach of Agreement on the part of VisBook

If the Product has defects in relation to its description, the Customer can demand redelivery, repairs, or a price reduction. If said defect is of a significant nature, the Customer may with a 45 days’ written notice with reference to this point, demand the Agreement to be terminated and claim damages for direct losses the Customer may have incurred as a result of the defect.

The Customer may not claim compensation for indirect losses except in the event of serious negligence or willful misconduct on the part of VisBook’s senior personnel. Indirect losses include, but are not limited to, lost profit of any kind, lost savings, loss of data, and claims from third parties, with the exception of sentenced liability for legal defects.

In case of a significantly or delayed delivery, the Customer can demand the Agreement to be terminated and claim damages for direct losses the Customer may have incurred as a result of the delay.

If the Customer wishes to invoke a delay, defect or other breaches of Agreement on the part of VisBook, the Customer must present VisBook with a written claim as soon as the Customer becomes aware of the circumstances on which the claim is based. Failure to present such a claim will result in the Customer forfeiting its right to enforce any liability toward VisBook. Pilot/test customers cannot invoke this right to claim damages.

Except in the event of serious negligence or willful misconduct on the part of VisBook’s senior personnel, VisBook’s maximum liability in a calendar year is limited to an amount corresponding to accrued user fee in the calendar year, excluding VAT. This maximum liability is not limited to one claim but applies to the aggregate of all claims during the calendar year.

Breach of Agreement on the part of the Customer

In case of a delayed full or partial payment under the contract, a 2% interest will accrue per month or part thereof.

If payment under the signed contract is significantly delayed or not made at all, VisBook can terminate the Agreement and claim damages for direct and indirect losses resulting from this breach of Agreement.

If the Customer fails to fulfil any obligations under the Agreement necessary for VisBook to deliver their services under the Agreement, VisBook can claim damages for any direct and indirect loss inflicted on VisBook as a result of this breach of Agreement, and, if the breach of Agreement is of a significant nature, invoke termination of the Agreement.

If the Customer uses the Product, including programs, systems, procedures, descriptions or other copyright protected materials, cf. subsection 5, in a manner that constitutes a breach of Agreement or general copyright rules, VisBook can terminate the Agreement and claim damages for any direct or indirect loss inflicted on VisBook as a result of this breach of Agreement.

Termination of the Agreement as described in this subsection does not entitle the Customer to any reimbursement of previously paid license fees or other running expenses for the current year. If the contract specifies a rental fee, all unpaid terms will become payable.

10. Duration and termination

This Agreement is effective from and including the date on which the Agreement is signed and until 1^st January of the following year. Thereafter, the Agreement is automatically renewed one year at a time, unless one of the parties terminates the Agreement with a three-month written notice. This means that the notice of termination must reach VisBook AS no later than 1^st October. Termination on part of the Customer does not entitle the Customer to any reimbursement of previously paid user fees or other running expenses for the current year.

If rental fees are agreed at the time of purchase, this agreement applies until the last installment under the signed contract is paid. Thereafter, the above-mentioned terms in subsection 10 apply.

11. Dispute resolution / applicable laws / legal venue

Disputes arising from the interpretation or enforcement of this Agreement or its attachments shall be resolved by negotiations between the parties.

If these negotiations do not resolve the dispute, it shall be resolved in a Norwegian court of law and in accordance with Norwegian legislation. Civil action shall be filed at the legal venue where VisBook has its registered address. Unless otherwise stated in the Agreement or contract, the provisions in the Norwegian Sale of Goods Act of 13 May 1988, no. 27 shall apply.