Terms and Conditions

This document is part of the Subscription Agreement entered into between the Parties identified in the Subscription Order Form. The definitions used in these terms and conditions shall have the same meaning as set out in the Subscription Order Form.

"Transaction Event" has the meaning given in clause 2.4.

1. CHANGES AND UPDATES

“Subscription Period" has the meaning given in the Subscription Order Form.

1.1 Changes of the Customer's Subscription

"Subscription Order Form Amendments" has the meaning given in clause 1.1.

Any changes to Customer's Subscription must be set out in a written amendment to the Subscription Order Form and signed by authorised representatives of each Party.

"Subscription Order Form" is a separate document identifying the Parties to this Subscription Agreement, the Subscription Items within scope of the Subscription, fees, and other commercial details.

1.2 Modifications to the Subscription Items and Services

"Subscription Item" means individual service components included in the Subscription Agreement.

Reope may make commercially reasonable changes to the Subscription Items and Services from time to time.

"Subscription" has the meaning given in the Subscription Order Form.

Reope shall announce in reasonable time in advance on its website if it intends to discontinue the functionality of the Subscription Items, including its Licensed Products. If Reope so decides, Reope is not responsible for any maintenance and/or updating of its Licensed Products. Reope is not obliged to ensure any backwards compatibility for its Licensed Products.

"SLA" has the meaning given at www.reope/terms (or on such other webpage that Reope may notify to the Customer)

1.3 Revising of fees - general

"Services" means the Customer's subscription and access to the Subscription Items and any other services to be delivered under this Subscription Agreement.

The Subscription fees are set out in the Subscription Order Form. At the beginning of each anniversary of the Subscription, Reope may increase the Subscription fees. The increases shall not exceed the greater of (a) the percentage stated as the "tolvmånedersendring" in the index as issued at http://ssb.no/kpi/ (or its replacement index) or (b) 5% per annum.

"Party" has the meaning given in the Subscription Order Form.

1.4 Revising of fees due to increased scope

"Parties" has the meaning given in the Subscription Order Form.

If scope of work under the Subscription Agreement and corresponding work load for Reope may increase during the term of the Subscription Agreement, then the Parties shall agree on a corresponding increase in the Subscription fees, either permanently or temporarily. Such agreed fee revision shall be agreed in writing.

"IP" means intellectual property rights of any kind existing now or in the future anywhere in the world, whether registered or not, and all applications, renewals, extensions of and rights to apply for the same, including, without limitation, patents, trademarks, design rights, copyright, publishing rights, moral rights, database rights, service marks, logos, business names, domain names, trade names and other rights in goodwill, know-how, trade secrets and other protected material, in any form or format, including without limitation any and all intellectual property rights in and to any inventions, new technology, reports, data, data structures, databases, calculations, documents, drawings, sketches, specifications, equipment, algorithms, heuristics, computer programs and source codes for software, and including without limitation the right to sue for passing off or unfair competition, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection.

1.5 Renegotiation of fees every 3 years

"Reope " means Reope AS and any Affiliates, and any of their contractors and such contractors' contractors and subcontractors, in as much as any of these entities are involved in the Services, and the employees or other individuals providing work or services for any of the aforementioned entities in connection with the Services.

Every 3 years of the Subscription Agreement, Reope shall have the right to renegotiate the Subscription fees and ensure the fees are aligned with the corresponding market value.

"Effective Date" has the meaning given in the Subscription Order Form.

1.6 Changes to the T&Cs

"Indemnified Party" has the meaning given in clause 7.4.

Reope may make such changes to the T&Cs where Reope is satisfied that such changes are necessary or commercially desirable (including but not limited to: the need to reflect changes in Applicable Law, updates to Services, or to account for new Subscription Items or functionality). Reope shall notify Customer of such changes via email. In the event any such change has a material negative impact to the Customer, Customer can refuse the change except in the case this is required by law, by giving Reope written notice of such material negative impact within thirty (30) days of being notified for the change. In such case, the change shall be deemed null and void, unless otherwise agreed in writing between the Parties. Reope has the right to demand negotiations with Customer, for the purpose of seeking such agreement with Customer.

"Improvements" has the meaning given in clause 3.1.

2. FEES AND PAYMENTS

"Customer Group" means the Customer and its Affiliates, any of their customers (including also End Customers) and contractors, and such customers and contractors' customers, contractors and subcontractors, to the extent these entities are involved in the Services, and the employees or other individuals providing work or services for any of the aforementioned entities.

2.1 Fees for Services

"Customer Data" has the meaning given in clause 3.3.

The Customer shall be responsible for paying all fees accruing under this Subscription Agreement as set forth in the Subscription Order Form.

"Customer" has the meaning set out in the Subscription Order Form.

The Customer shall pay to Reope any fees for each Service Customer subscribe to or receive, in accordance with the pricing and payment terms agreed on in the Subscription Order Form.

"Confidential Information" means any information concerning a Party or its business that may reasonably be considered as proprietary or confidential, whether in a tangible or intangible form, and whether or not designated by a Party as proprietary or confidential. Without limiting the generality of the foregoing, Confidential Information include the Subscription Agreement (but not its existence), agreed fees and any information regarding or gained from Reope or any Subscription Item.

Agreed fees will fall due for payment thirty (30) calendar days after the invoice date, and for the first time no earlier than thirty (30) calendar days after the delivery date.

"Background IP" means any IP conceived, designed, created, developed, reduced to practice or otherwise acquired or controlled by a Party prior to, or otherwise outside of and unrelated to the scope of the Services to be performed under this Subscription Agreement.

Fees paid by the Customer are non-refundable.

"Applicable Laws" means laws, regulations, requirements, or orders applicable to a Party, which are issued by any governmental body with legal authority to exercise legislative, judicial, regulatory, or administrative functions.

2.2 Late payment interest

"Affiliate" means any legal entity which directly or indirectly is Controlled by, is under common Control with, or Controls, a Party. For the purpose of this definition, "Control" shall mean the right directly or indirectly to exercise 50% or more of the voting shares, or the ability to appoint a majority of the directors, of a company or other entity or of the equivalent rights so as to determine the decisions of such company or other entity.

If the Customer fails to make any payment when due then, without limiting Reope's remedies under clauses 2.3 and 6, Reope shall from the first day of delayed payment be entitled to interest on any overdue amount at 9 % a year above the central bank of Norway's base rate from time to time, but at 9 % a year for any period where that base rate is below 0 %.

10. DEFINITIONS

2.3 Payment default

The Subscription Agreement and any additional terms agreed in writing between the Parties and specifically stated to be additional terms to the Subscription Agreement constitute the entire agreement between the Customer and Reope on the subject matter hereof, and the Subscription Agreement supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by the Customer shall not override or form a part of this Subscription Agreement, and shall be void.

If overdue fees, with the addition of late payment interest, has not been paid within thirty (30) calendar days of the due date, Reope may send the Customer a written notice stating that this Subscription Agreement may be terminated for breach, unless settlement has taken place within forty-five (45) calendar days of receipt of the notice.

9.6 Entire agreement

Termination for breach may not take place if the Customer settles the overdue fee, with the addition of late payment interest, prior to the expiry of the deadline.

Reope shall be allowed to name the Customer as a client for reference purposes in its marketing efforts, and may strictly for the purpose thereof reproduce the Customer's tradenames and logos.

2.4 Transaction Events

9.5 References

If the Customer experiences a change of control (acquisition, merger or other form of corporate transaction leading to a change of control) or merger or other consolidation involving the Customer, each a "Transaction Event" and this Transaction Event may result in an material increase of the use of the Subscription Items, then:

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.

a) The Customer shall give written notice to Reope within thirty (30) days after Transaction Event; and

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.

b) Reope shall be entitled to increase the Fees corresponding to the increased use.

9.4 Force Majeure events

3. IP, IMPROVEMENTS AND THE CUSTOMER'S DATA

Neither Party shall assign this Subscription Agreement without the other party's prior written consent, which shall not be withheld without reasonable cause. Consent shall not be required in case of a business transfer (as such term is defined under applicable labor law), or in case of merger, provided that the assignee shall not be a competitor of the non-assigning Party.

3.1 IP

9.3 Assignment

As between the Parties, each Party is and shall remain the sole and exclusive owner of all right, title, and interest in and to its Background IP and this Subscription Agreement does not affect such ownership. No Party shall acquire any rights to the other Party's Background IP unless expressly stated in this Subscription Agreement. For the avoidance of doubt and without limiting the generality of the foregoing, Licensed Products provided to the Customer under the Subscription Agreement and all other Reope Subscription Items shall be considered Reope Background IP.

Either party may subcontract any of its obligations under this Subscription Agreement, but shall remain liable for all subcontracted obligations and its subcontractors' acts or omissions as for its own.

3.2 Improvements and other results

9.2 Subcontracting

The term "Improvements" means any modifications, improvements or further developments of the Subscription Items, arising out of the performance of the Services. For the avoidance of doubt, non-substantial Improvements to Subscription Items the Customer subscribe to, shall be included in the Subscription, at no additional subscription fee unless otherwise agreed in writing between the Parties. Substantial Improvements may be offered as separate Subscription Items at an additional charge.

The Parties agree that they shall comply with any Applicable Laws of any authority having jurisdiction in general and in connection with this Subscription Agreement and the Services.

Reope shall be the sole and exclusive owner of all Improvements and any other results (except as provided for in clause 3.3) arising out of the performance of this Agreement and any and all IP related thereto, and shall have the right to use and commercialize the Improvements and results at its discretion without any restrictions whatsoever.

9.1 Compliance with Applicable Laws

Except as explicitly stated in the Subscription Agreement, the Customer shall not sublicense or transfer the rights granted to it under this Subscription Agreement.

9. MISCELLANIOUS

Separate IP regulations may apply in Reope's Special Terms and Conditions for Consultancy Services and Software Customization.

Any disputes that may arise from this Subscription Agreement shall be finally settled by the ordinary courts of Norway. The venue in the first instance shall be Oslo city court.

3.3 Customer Data

8.2 Disputes

The term "Customer Data" means data received by Reope from the Customer, or from a third party on behalf of the Customer, including any personal data, for use as basis for delivering the Services. The term "Customer Data" shall include raw data, data which has been derived from raw data and processed data, i.e. in the form raw data appears after it has been processed by Reope.

This Subscription Agreement shall be exclusively governed by and construed in accordance with the laws of Norway, without giving effect to any choice or conflict of law provisions.

The Customer shall retain ownership to the Customer Data. Reope shall not use the Customer Data for any purpose other than for the delivery of the Services or as otherwise explicitly permitted herein, and Reope shall, upon expiration of the Term or otherwise upon the Customer's request, delete or destroy all copies of the Customer Data stored on any computer or other device or which are otherwise in Reope's possession or control, except to the extent Reope is required to retain the Customer Data by Applicable Laws. Reope shall, upon the Customer's request, at any time during the term of this Subscription Agreement, make any and all Customer Data available to the Customer in a format requested by the Customer acting reasonably. Reope is entitled to bill at its standard hourly rate its efforts related thereto.

8.1 Governing law

3.4 Limited license to use the Customer Data

8. GOVERNING LAW AND VENUE FOR DISPUTES

The Customer Data may potentially be used for developing Improvements and/or new Subscription Items. For the term of the Subscription Agreement, The Customer hereby grants Reope a royalty free, license to use the Customer Data for this purpose.

A Party (the "Indemnified Party") shall promptly notify the other Party if it receives a claim that the other Party shall be obliged to indemnify. Whenever possible, the other Party shall take over the defence of the claim. The Parties shall promptly give each other information and other assistance needed for handling the claim. The Indemnified Party shall not compromise or settle or otherwise dispose of a claim, in whole or in part, without the written consent of by the other Party.

3.5 Personal data

7.4 Indemnification Conduct

Customer Data shall not include personal data.

Notwithstanding the above, Reope may process operational identifiers such as system usernames incidentally captured in service logs, solely for support and service improvement purposes, in accordance with applicable data protection law.

Reope shall indemnify the Customer Group from and against claims from third parties resulting from infringement of such third party's IP by Reope in the delivery of the Services, except where such claim is caused by the Customer Data or any act or omission by the Customer or use of the Services other than in full compliance with the terms of the Subscription Agreement. This indemnity does not extend to losses other than damages payable to such third party, and reasonable documented costs in defence against such claim. This clause regarding infringement applies correspondingly should any delivery of the Customer, for instance the Customer Data, infringe any third party's intellectual property rights.

If the Parties agree that Reope shall process personal data on behalf of the Customer, such processing shall, before such processing commences, be agreed and subject to the terms set out in a Data Processor Agreement which is compliant with applicable personal data legislation in addition to the terms of this Subscription Agreement.

The Customer shall indemnify Reope from and against any claim concerning: (i) personal injury, disease or loss of life of any employee of the Customer Group, (ii) loss of or inability to recover or damage to property of the Customer Group, (iii) damage to the environment arising out of or in connection with the Services or the Subscription Agreement. This applies regardless of cause, whether through the negligence and/or breach of duty (statutory or otherwise) of any member of the Reope, or otherwise, that arises out of or in connection with the Services or this Subscription Agreement.

3.6 Backup

Reope shall indemnify the Customer Group from and against any claim concerning (i) personal injury, disease or loss of life of any employee of Reope, (ii) loss of or inability to recover or damage to property of Reope, arising out of or in connection with the Services or the Subscription Agreement. This applies regardless of cause, whether through the negligence and/or breach of duty (statutory or otherwise) of any member of the Customer Group, or otherwise, that arises out of or in connection with the Services or this Subscription Agreement.

The Customer shall be responsible for maintaining, protecting and making backups of all the Customer Data sent to Reope.

7.3 Indemnification

3.7 Infringements

The limitations set out in this clause 7.2 shall not apply in the case of gross negligence or wilful misconduct by the senior officers of the Party, nor apply in relation to the indemnification provisions set out in clause 7.3.

If Reope's Services infringe any third party's IP, then any claim from such third party referring thereto shall be handled as set out in clause 7.3 and clause 7.4. Furthermore, Reope shall apply commercially reasonable efforts to cure the infringement without undue delay, by

The aggregate liability of each Party for loss arising out of or in connection with the Services and this Subscription Agreement shall not exceed the higher of NOK 50.000 or 50 % of the Subscription fees amounts agreed to be paid by the Customer for use of the Subscription Items during six (6) months prior to the event giving rise to the liability, less value added tax. For the avoidance of doubt this limitation of liability shall be cumulative and not per incident.

a) ensuring that the Customer is able to use the Services as before, without infringing any third-party rights, or

b) Loss of production, lost earnings or revenues of any kind, loss of anticipated cost savings, loss related to third party claims, loss or corruption of the Customer Data and consequences hereof, loss of profit or anticipated profit, in each case whether direct or indirect.

b) providing corresponding Services that does not infringe any third-party rights

a) indirect, consequential, special, incidental, punitive or exemplary loss or damages whatsoever; and/or

Until the infringement is resolved as stipulated above, Reope may make the Services in question unavailable to the Customer.

Liability arising out of or in connection with the Services or this Subscription Agreement shall exclude:

4. CONFIDENTIALITY

To the maximum extent permitted under Applicable law, the Parties has agreed the limitation of liability for damages as set out below.

All Confidential Information exchanged or otherwise transferred between the Parties shall be treated as confidential and shall not be disclosed by the receiving Party to any third party, or used by the receiving Party for any other purpose than for which it is disclosed, without the written consent of the disclosing Party, unless such Confidential Information:

7.2 Limitation of Damages

a) is already known to the receiving Party at the time the information was received; or

Except as expressly provided in the Subscription Agreement and to the extent permitted by Applicable Law, the Services are provided "as is" and Reope does not make warranties of any kind, express, implied or statutory, including those of merchantability, fitness for a particular purpose, or any warranty regarding the availability, reliability or accuracy of the Services.

b) is or becomes part of the public domain other than through a fault of the receiving Party; or

In the event of breach of warranty, Reope shall re-perform the Services, and if Reope again fails to re-perform the Services in line with the Subscription Agreement, The Customer may terminate this Subscription Agreement but only if the breach is material, and only in accordance with the procedure in clause 6.2.

c) is received from a third party without that third party (or any person from whom the third party received the information) being in breach of an obligation of confidentiality.

Reope warrants that it shall provide the Services with the degree of skill and care reasonably expected from a skilled and experienced supplier of services substantially similar in the nature to the Services.

In the event that any court, administrative body or other government or public authority, by law requires disclosure of Confidential Information, then the receiving Party shall furnish only that portion of the Confidential Information which is legally required and, further, shall exercise their best efforts to obtain reasonable assurances that confidential treatment shall be accorded such Confidential Information.

7.1 Warranties

The receiving Party may, however, disclose Confidential Information to a third party, to the extent necessary for the performance of the Services, provided that such third party shall be bound by such confidentiality obligations at least as onerous as those set out in this clause 4.

7. DISCLAIMERS AND LIMITATIONS OF LIABILITY

The receiving Party may disclose Confidential Information to its Affiliates provided that the Affiliates are bound by confidentiality obligations at least as onerous as those set out in this clause 4.

b) files for bankruptcy, becomes insolvent or makes a general compromise or arrangement with its creditors.

The receiving Party shall ensure that Confidential Information shall be handled securely and inaccessible to unauthorized personnel.

a) an order is made or a resolution is passed for the winding up or insolvency of the other Party, or the other Party makes an assignment for benefit of creditors generally, or a receiver or administrator is appointed to its assets or any similar process is put into effect or the other Party suspends payment of its debts or is unable to pay its debts as they become due; or

This obligation to observe confidentiality shall continue after the expiry or termination of the Subscription Agreement.

A Party may immediately terminate the Subscription Agreement by written notice to the other Party if the other Party:

5. Customer references

6.3 Termination for Insolvency

Reope shall be allowed to name the Customer as a client for reference purposes in its marketing efforts, and may strictly for the purpose thereof reproduce the Customer's tradenames and logos.

In the event a Party is in material breach of this Subscription Agreement, the other Party may give the breaching Party written notice that the Subscription Agreement may be terminated with reference to the breach. If the breaching Party fails to remedy the breach within 45 days following delivery of the notice, the notifying Party may terminate the Subscription Agreement with immediate effect.

6. TERM AND TERMINATION

6.2 Termination for breach

6.1 Term

This Subscription Agreement enters into force on the Effective Date, and shall remain in force as set forth on the Subscription Order Form, unless terminated earlier in accordance with this Subscription Agreement.

This document is part of the Subscription Agreement entered into between the Parties identified in the Subscription Order Form. The definitions used in these terms and conditions shall have the same meaning as set out in the Subscription Order Form.

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1. LICENSE GRANT AND LIMITATIONS TO THE LICENSE GRANT‍

1.1 The Licensed Products
The software tools ("Licensed Products") ordered by the Customer include the tools available on the Reope website at the date the order is placed.

1.2 The right to use the Licensed Products
This Subscription Agreement provides the Customer with a non-exclusive, non-transferrable user right, for the duration of the Subscription, to the Licensed Products included in the Subscription Agreement.

1.3 Passwords and Credentials
As part of receiving the Services, the Customer may be provided with passwords or other credentials. The Customer shall be responsible for safeguarding the Customer's password and any other credentials provided and shall not disclose them to third parties.

1.4 Number of Users and other Restrictions
The number of users from Customer of the Licensed Products cannot exceed the number stated on the Subscription Order Form.

The Customer may not, directly or indirectly, sublicense or transfer the rights granted to it. The Customer may not make access to the Licensed Products or the Licensed Products available to any third parties, directly or indirectly, for instance in connection with a service bureau, application services provider, or similar business.

The Customer acknowledges that except as explicitly stated in the Subscription Agreement, the Subscription Agreement does not grant the Customer any right or license to the Licensed Products, the Services, or any other IP or property of Reope, and no license or other rights shall be created by implication. In particular, but without limiting the generality of the foregoing, no right or license in or access to source code to any Licensed Products. The Customer shall not itself and shall not allow any others to:

a) in any way modify, alter, adapt, translate, reverse-engineer, decompile, disassemble or attempt to discover the source code, underlying ideas, algorithms, file formats or programming interfaces of any Licensed Products or system, network or component used for providing the Licensed Products; or
b) prepare, or permit any others to prepare, any derivative works of any Licensed Products or system, network or component used for providing the Licensed Products, or reproduce, distribute, sell, or resell any of the foregoing in any manner or for any purpose.

The Customer agrees that it shall not, directly or indirectly, use such information disclosed by Reope, or gained by the Customer from the Licensed Products or the Services to design, specify, develop, integrate, market, license, distribute or host any products that are competitive with any of the Licensed Products or Services, or disclose any such information to any third party. For the avoidance of doubt, all such information shall be deemed part of the Confidential Information of Reope.

1.5 Acceptable Use
The Customer is responsible for its conduct, Customer Data and communications with others while using the Licensed Products. The Customer must comply with the following requirements when using the Licensed Products:

a) Customer shall use the Licensed Products in compliance with, and only as permitted by, Applicable Law.

b) Customer shall not misuse the Licensed Products by interfering with the Licensed Products' normal operation, or attempting to access them using a method other than through the interfaces and instructions that Reope provide.

c) Customer may not circumvent or attempt to circumvent any limitations that Reope imposes on Customer's account or credentials.

d) Unless authorized by Reope in writing, Customer may not probe, scan, or test the vulnerability of any Subscription Item or system, network or component used for providing the Licensed Products.

e) Customer may not engage in abusive or excessive usage of the Licensed Products, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability or functionality of the Services for other users. Reope shall notify the Customer of any abusive or excessive usage to provide Customer with an opportunity to reduce such usage to a level acceptable to Reope.

1.6 Open Source
The Licensed Products and Services may be based upon open source code or source code licensed from third party licensors. Relevant open source licenses and third party licenses may be published on Reope's website reope.com/thirdparty (or on such other webpage as Reope may notify to the Customer).

1.7 Audit Rights
Reope shall have the right, to the extent legally permissible, to review the Customers' books and records, and also IT-systems, to verify Customer's compliance with this Subscription Agreement. Any audits will be performed by an external auditor of strong international reputation, but, unless otherwise agreed by the Customer, the external auditor shall not be the external auditor for either Reope or the Customer. The auditor shall enter into a customary NDA with the Customer, and shall only report non-compliances to Reope, with a copy to the Customer.

1.8 Agreed Service Levels on Licensed Products

1.8.1 Error definitions
A: Critical error

- Error that results in the stoppage of the software
– Error resulting in loss of data

Reope will confirm reception of notification from Customer, within:
2 working days

Reope will offer a temporary solution or plan for solution, within:
10 working days

B: Serious error

- Error that results in functions that, based on an objective assessment, are of critical importance to the Customer, which it is time-consuming and costly to work around.

Reope will confirm reception of notification from Customer, within:
3 working days

Reope will offer a temporary solution or plan for solution, within:
15 working days
C: Less serious error

- Error that results in individual functions not working as intended, but which can be worked around with relative ease by the Customer.

Reope will confirm reception of notification from Customer, within:
5 working days

Reope will offer a temporary solution or plan for solution, within:
Next update

Level Category Description
A Critical error - Error that results in the stoppage of the software and/or error resulting in loss of data
B Serious error - Error that results in functions that, based on an objective assessment, are of critical importance to the Customer, which it is time-consuming and costly to work around.
C Less serious error - Error that results in individual functions not working as intended, but which can be worked around with relative ease by the Customer.

1.8.2 Reope's response times
Category Reope will confirm reception of notification from Customer, within:
Critical error 2 working days
Serious error 3 working days
Less serious error 5 working days
Reope will offer a temporary solution or plan for solution, within:  
Critical error 10 working days
Serious error 15 working days
Less serious error Next update
Reope may choose whether correction of errors shall be performed as rectification, re-delivery or additional delivery.

Inquires, error notification etc. by the Customer shall be made within ordinary working hours Norwegian time, between 0800 – 1600, Monday – Friday.

1.9 Support by Reope related to the Licensed Products
Support by Reope related to the Licensed Products shall be deemed payable work according to a time & material pricing model and shall be invoiced in accordance with Reope's standard hourly rates, unless otherwise explicitly specified in the progress plan, cf. the Subscription Order Form. Reasonable travel expenses for Reope in relation to such support shall be covered by the Customer and in accordance with Reope's standard hourly rates.

Reope AS, with registered address Schweigaards gate 34C, 0191 Oslo ("Reope"), is a Norwegian company which specializes in development of tools and systems for Building Information Modelling ("BIM") in the building sector.

Ordering of Reope's products and services requires a subscription by the Customer, which is established by agreeing to Trial Subscription Terms and Conditions and is governed by and subject to Reope's Special Terms and Conditions for Licensed Products (reope.com/terms/products), which collectively constitute the "Subscription Agreement" between Reope and the Customer.

Reope and the Customer are collectively referred to as the "Parties" and individually as a "Party".

1. TRIAL SUBSCRIPTION LIMITATIONS

1.1 Use of Trial Subscription

The Licensed Products provided within an expiring “Trial Subscription” may be used for evaluation, educational and testing purposes only.

1.2 Trial Subscription Period

A Trial Subscription License is for a fixed term (“Subscription Period”) specified at the Reope Webpage (reope.com/toolbox), or if no such term is specified, the term is fifteen (15) days from activation or as otherwise authorized in writing by Reope.

By the end of the duration of the trial license Customer is obliged to cease using the Licensed Products or Subscribing to Reope, which is established by signing this order form for Basic, Standard or Premium Agreement ("Subscription Order Form").

Reope may terminate the License if Customer fails to comply with the terms and conditions of the Trial Subscription License. In such event, all copies of the program in Customer’s possession must be removed.

2. COLLECTION OF DATA

2.1 Collection of Personal and Company Data

The data used to register and download the Licensed Products and consequently create the Subscription Agreement will be stored for communication and marketing purposes within CMS system. Information may be used by Reope in the future for marketing and analytical purposes.

2.2 Collection of Technical Support Data

Reope may collect and use technical data and related information—including but not limited to data related to installation logs, software use logs, and error logs. These items are gathered to facilitate execution of software updates, product support, and other services related to the Licensed Products. Reope may use this information to improve its products or to provide services or technologies.

Log data may include operational identifiers such as system usernames, retained for a maximum of 3 years, solely for error diagnosis and user support.

3. DISCLAIMERS AND LIABILITY

3.1 Disclaimers and Limitations of Liability

In no event unless required by applicable law shall Reope have any liability for:

a) indirect, consequential, special, incidental, punitive or exemplary loss or damages whatsoever; and/or

b) Loss of production, lost earnings or revenues of any kind, loss of anticipated cost savings, loss related to third party claims, loss or corruption of the Customer Data and consequences hereof, loss of profit or anticipated profit, in each case whether direct or indirect.

"Applicable Laws" means laws, regulations, requirements, or orders applicable to a Party, which are issued by any governmental body with legal authority to exercise legislative, judicial, regulatory, or administrative functions.

"Customer" has the meaning set out in the Trial Subscription Terms and Conditions.

"Reope" means Reope AS and any Affiliates, and any of their contractors and such contractors' contractors and subcontractors, in as much as any of these entities are involved in the Services, and the employees or other individuals providing work or services for any of the entities in connection with the Services.

"Parties" has the meaning given in the Trial Subscription Terms and Conditions.

"Party" has the meaning given in the Trial Subscription Terms and Conditions.

“Subscription Period" has the meaning given in the Trial Subscription Terms and Conditions.

“Licensed Products” has the meaning given in Reope As – Special Terms And Conditions For Licensed Products

1. INTRODUCTION
   
   1. These terms set out the general terms and conditions ("General Terms and Conditions") applicable to all deliverables from Reope AS or any of its affiliates ("Reope") to the customer identified in the Subscription Order Form ("Customer") (each a "Party" and together the "Parties").
   2. The Subscription Order Form sets out the specific products, deliverables and services subscribed to by the Customer, including, if relevant, Licensed Products, Consultancy Services and the AI Module (the "Services"), including the applicable subscription level, fees and other commercial terms.
   3. The following special terms and conditions ("Special Terms and Conditions") also apply to the extent the Customer subscribes to or receives the relevant Services: (a) the Special Terms and Conditions for Licensed Products apply where the Customer is granted access to software tools as set out on the Reope website (reope.com/toolbox) and/or the Subscription Order Form ("Licensed Products"); (b) the Special Terms and Conditions for Consultancy Services apply where Reope provides professional advisory, consulting, development, customisation, training or other consultancy services to the Customer ("Consultancy Services"); and (c) the Special Terms and Conditions for the AI Module apply where the Customer is granted access to Reope's AI system ("AI Module").
   4. The Subscription Order Form, these General Terms and Conditions and the applicable Special Terms and Conditions collectively constitute the subscription agreement between the Parties (the "Subscription Agreement").
   5. In the event of any conflict between the documents constituting the Subscription Agreement, the following order of precedence shall apply (in descending order): (a) the Subscription Order Form; (b) the applicable Special Terms and Conditions; and (c) these General Terms and Conditions.
2. THE SERVICES
   
   1. The Services to be provided by Reope under the Subscription Agreement shall comprise those services specified in the applicable Subscription Order Form. 
   2. Except as expressly provided in the Subscription Agreement and to the fullest extent permitted by Applicable Laws, the Services are provided on an "as is" and "as available" basis. Reope makes no warranties of any kind, whether express, implied or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement, or any warranty regarding the availability, reliability, timeliness or accuracy of the Services.
   3. Any work, tasks or services requested by the Customer or performed by Reope that are not expressly described in the Subscription Order Form shall be deemed to constitute Consultancy Services governed by the Special Terms and Conditions for Consultancy Services and shall be charged on a time and materials basis at Reope's then-current standard hourly rates.
3. CUSTOMER COOPERATION 
   
   1. The Customer shall in good faith cooperate with Reope in connection with the performance of the Subscription Agreement and shall take all steps reasonably necessary to facilitate Reope's performance of its obligations hereunder. The Customer shall provide Reope with such information, data, access to systems and other assistance as Reope may reasonably require for the establishment, configuration and delivery of the Services in a timely manner. The Customer acknowledges that Reope's ability to perform the Services is dependent upon the Customer's fulfilment of its obligations under this clause, and that any delay or failure by the Customer to comply with such obligations shall not constitute a breach by Reope.
   2. Each Party shall, upon request, cooperate with any competent national supervisory authority or other regulatory body exercising oversight functions under applicable laws, and shall provide such authority with all information as may be required. The Customer shall promptly notify Reope of any request, inquiry or investigation by a supervisory authority relating to the Services or the Customer's use thereof.
4. CHANGES TO THE SUBSCRIPTION AGREEMENT
   
   1. Reope may, at its sole discretion, amend these General Terms and Conditions and the applicable Special Terms and Conditions from time to time where such amendments are necessary or reasonably desirable, including without limitation to: (a) reflect changes in applicable laws or regulatory requirements; (b) address security, privacy or operational concerns; (c) reflect updates, enhancements or changes to the Services; (d) respond to changes in market conditions or industry practice; or (e) account for new functionality or the discontinuation of existing functionality.
   2. Reope shall notify the Customer of any such amendments by posting the updated terms on its website and by providing notice via email at least thirty (30) days prior to the effective date of the amendments (the "Amendment Notice Period"). Amendments required to comply with applicable laws or regulations or to address an imminent security risk shall take effect immediately upon notice.
   3. If any amendment has a material adverse effect on the Customer's rights or obligations under the Subscription Agreement, the Customer may object to any changes by giving Reope written notice within the Amendment Notice Period, specifying in reasonable detail the nature of the material adverse effect. If the Parties are unable to reach agreement, the Customer's sole and exclusive remedy shall be to terminate the Subscription Agreement by giving thirty (30) days' prior written notice to Reope, provided that such termination notice is given within the Amendment Notice Period.
   4. The Customer's continued use of the Services after the expiry of the Amendment Notice Period (or, where the Customer has raised a valid objection, after the expiry of the consultation period without having served a termination notice) shall constitute the Customer's acceptance of the amendments. 
5. FEES AND PAYMENTS
   
   1. Fees for Services
      
      1. The Customer shall pay to Reope all fees as set out in the Subscription Order Form in accordance with this clause 5.
      2. Unless otherwise specified in the Subscription Order Form, all fees shall be payable in advance. All fees shall fall due for payment thirty (30) calendar days after the date of the relevant invoice, and for the first time no earlier than thirty (30) calendar days after the date of first delivery of the applicable Services.
      3. Except as expressly provided otherwise in the Subscription Agreement, all fees paid by the Customer are non-refundable.
      4. All fees stated in the Subscription Agreement are exclusive of value added tax and any other applicable taxes, duties or governmental charges, which shall be payable by the Customer in addition to the fees at the rate and in the manner prescribed by applicable law.
   2. General Fee Adjustments
      
      1. Once annually, Reope may increase the fees payable by the Customer. Any such increase shall not exceed the greater of: (a) the twelve-month percentage change in Statistics Norway’s Producer Price Index for Services — Computer programming, consultancy and related activities, measured by comparing the latest published index figure with the corresponding index figure for the same month in the preceding year; or (b) five per cent (5%) per annum.
      2. Reope may, in addition to the annual fee adjustment set out above, increase the fees payable by the Customer by giving the Customer not less than thirty (30) days' prior written notice, specifying the revised fees and the effective date of the increase. If the Parties are unable to reach agreement within the notice period, the Customer's sole and exclusive remedy shall be to terminate the Subscription Agreement by giving Reope not less than thirty (30) days' prior written notice.
   3. Payment default
      
      1. If the Customer fails to make any payment when due, Reope shall be entitled, without prejudice to any other right or remedy, to charge interest on any overdue amount at the rate of nine per cent (9%) per annum above the base rate of Norges Bank (the central bank of Norway) from time to time, provided that for any period during which such base rate is below zero per cent (0%), the interest rate shall be nine per cent (9%) per annum. Interest shall accrue on a daily basis from the due date until the date of actual payment.
      2. If overdue fees, together with accrued late payment interest, have not been paid within thirty (30) calendar days of the due date, Reope may issue a written notice to the Customer requiring full settlement of all outstanding amounts. If the Customer fails to make full settlement within forty-five (45) calendar days of receipt of such notice, Reope shall be entitled to terminate the Subscription Agreement with immediate effect by giving written notice to the Customer.
6. INTELLECTUAL PROPERTY RIGHTS, IMPROVEMENTS AND THE CUSTOMER'S DATA
   
   1. Improvements and other results
      
      1. Non-substantial improvements to Services to which the Customer subscribes shall be included in the Subscription at no additional fee, unless otherwise agreed in writing between the Parties. Substantial improvements may be offered as separate Services at an additional charge.
      2. Reope shall be the sole and exclusive owner of all improvements and any other results (except as provided for in clause 6.2) arising out of the performance of this Subscription Agreement, together with all Intellectual Property Rights subsisting therein, and shall have the unrestricted right to use, exploit and commercialise such improvements and results at its sole discretion. In the Subscription Agreement, "Intellectual Property Rights" means all intellectual property rights worldwide, whether registered, unregistered or applied for, and whether or not protected by law, including without limitation copyrights, software, source code, algorithms, trademarks, designs, patents, technical information, trade secrets, documentation, know-how and any other similar or equivalent rights, whether existing now or created in the future.
      3. As between the Parties, each Party is and shall remain the sole and exclusive owner of all right, title and interest in and to any Intellectual Property Rights owned or controlled by that Party as at the Effective Date, or developed or acquired by that Party independently of the Subscription Agreement ("Background Intellectual Property Rights"). Nothing in the Subscription Agreement shall operate to transfer or assign any Background Intellectual Property Rights from one Party to the other, and no Party shall acquire any right, title or interest in or to the other Party's Background Intellectual Property Rights, except as expressly provided in the Subscription Agreement. For the avoidance of doubt, the Licensed Products, the Services and all other technology, tools, methodologies and know-how of Reope shall constitute Reope's Background Intellectual Property Rights.
   2. Customer Data
      
      1. The Customer shall retain ownership of any data, content, materials or information submitted, uploaded or otherwise provided by or on behalf of the Customer to Reope in connection with the Services ("Customer Data"). Reope shall have the right to use the Customer Data to the extent necessary for the performance of the Services.
      2. In addition, Reope shall have a royalty-free, non-exclusive, worldwide and perpetual right to use anonymised and aggregated data derived from the Customer Data for the purpose of and to the extent necessary to further develop, improve and train the Services, as well as to develop new products and services. Each Party shall be independently responsible for compliance with applicable data protection legislation in connection with such use, including for providing information about the processing in its own privacy notice. 
      3. The Customer shall be solely responsible for maintaining, protecting and making back-up copies of all Customer Data provided to Reope or used in connection with the Services.
   3. Personal data
      
      1. The Parties agree that Reope will not process personal data on behalf of the Customer and shall not be regarded as a data processor (as defined under applicable data protection legislation) in respect of any personal data. Each Party shall be independently responsible for compliance with applicable data protection legislation in respect of its own processing of personal data. 
      2. Notwithstanding the foregoing, the Customer acknowledges that Reope may, in certain limited circumstances in connection with the provision of the Services, process personal data as an independent data controller, including without limitation operational identifiers such as system usernames incidentally captured in service logs, for the purposes of support, error diagnosis and service improvement. 
      3. The Customer shall implement measures to ensure that no personal data is submitted, uploaded or otherwise provided as input data in the Licensed Products or the AI Module.
   4. Infringements
      
      1. If any Service infringes any third party's Intellectual Property Rights, Reope shall use commercially reasonable efforts to cure such infringement without undue delay by:

1. procuring the right for the Customer to continue using the affected Services or deliverables without infringement of any third-party rights; or
2. providing replacement or modified Services or deliverables of substantially equivalent functionality that do not infringe any third-party rights.

2. If neither of the foregoing remedies is commercially practicable, Reope may terminate the Customer's access to the affected Services or deliverables upon written notice, in which case Reope shall refund to the Customer any pre-paid fees attributable to the remaining unused portion of the subscription term for the affected Services, and such refund shall constitute the Customer's sole and exclusive remedy in respect of such infringement.
3. The obligations of Reope under this clause 6.4 shall not apply to the extent the alleged infringement arises from: (a) the Customer Data or any materials provided by or on behalf of the Customer; (b) modifications to the Services or deliverables made by or on behalf of the Customer without Reope's prior written consent; (c) use of the Services or deliverables in combination with third-party products, services or software not provided or approved by Reope; (d) use of the Services or deliverables otherwise than in accordance with the Subscription Agreement; or (e) the Customer's continued use of a prior version where Reope has made available a non-infringing version at no additional charge.

7. CONFIDENTIALITY
   
   1. All information concerning a Party or its business that may reasonably be regarded as proprietary or confidential, whether in tangible or intangible form ("Confidential Information"), shall be treated as confidential and shall not be disclosed to any third party, nor used for any purpose other than the performance of the Subscription Agreement, without the prior written consent of the disclosing Party. 
   2. This obligation shall not apply to information that: (a) was already known to the receiving Party at the time of disclosure; (b) is or becomes publicly available other than through a breach by the receiving Party; or (c) is received from a third party not in breach of any confidentiality obligation. Where disclosure is required by law, the receiving Party shall furnish only the portion legally required and shall use reasonable efforts to obtain confidential treatment of such information.
   3. The receiving Party may disclose Confidential Information to its Affiliates and to third parties to the extent necessary for the performance of the Services, provided that such recipients are bound by confidentiality obligations no less onerous than those set out in this clause.
   4. The obligations of confidentiality set out in this clause shall survive the expiry or termination of the Subscription Agreement and shall continue for a period of three (3) years thereafter.
8. TERM AND TERMINATION
   
   1. Term
      
      1. This Subscription Agreement shall enter into force on the date specified as the effective date in the Subscription Order Form (the "Effective Date") and shall remain in force until terminated in accordance with the provisions of this Subscription Agreement, unless otherwise specified in the Subscription Order Form.
   2. Termination for breach
      
      1. In the event that a Party commits a material breach of this Subscription Agreement, the non-breaching Party may give the breaching Party written notice specifying the nature of the breach and stating that the Subscription Agreement may be terminated if the breach is not remedied. If the breaching Party fails to remedy the breach within forty-five (45) days of receipt of such notice, the non-breaching Party may terminate the Subscription Agreement with immediate effect by giving further written notice to the breaching Party.
   3. Termination for Insolvency
      
      1. Either Party may terminate the Subscription Agreement with immediate effect by giving written notice to the other Party if:

1. an order is made or a resolution is passed for the winding-up or dissolution of the other Party, or the other Party makes a general assignment for the benefit of its creditors, or a receiver, administrator, liquidator or similar officer is appointed over all or any material part of the other Party's assets, or any analogous proceedings are commenced in any jurisdiction, or the other Party suspends payment of its debts or is unable to pay its debts as they fall due; or
2. the other Party files for bankruptcy, becomes insolvent or enters into any composition or arrangement with its creditors.

4. Termination for convenience
   
   1. Either Party may terminate any individual subscription for Services as specified in the Subscription Order Form by giving the other Party not less than three (3) months' prior written notice, such notice to expire no earlier than the end of the then-current subscription term. Upon the expiry of such notice period, the relevant subscription and the corresponding obligations of the Parties in respect thereof shall cease. The Subscription Agreement shall terminate automatically upon the termination or expiry of all subscriptions for Services thereunder.
5. Effects of termination
   
   1. Upon the expiry or termination of the Subscription Agreement for any reason: (a) all licences granted to the Customer under the Subscription Agreement shall immediately cease; (b) the Customer shall immediately cease all use of the Services and shall promptly remove and delete all copies of the Licensed Products in its possession or control, except to the extent the Customer holds a perpetual licence to deliverables under the Special Terms and Conditions for Consultancy Services; (c) each Party shall, upon written request from the other Party, promptly return or destroy all Confidential Information of the other Party in its possession or control, except to the extent that retention is required by Applicable Laws; and (d) any provision that expressly or by implication is intended to survive termination or expiry shall continue in full force and effect.
   2. In the event that the Customer terminates the Subscription Agreement due to a breach by Reope, the Customer shall be entitled to a pro-rata reimbursement of any fees prepaid for the remainder of the subscription term following the effective date of termination. In the event that Reope terminates the Subscription Agreement due to a breach by the Customer, the Customer shall not be entitled to any reimbursement of prepaid fees.

9. BREACH AND REMEDIES
   
   1. Breach
      
      1. A breach shall be deemed to exist where a Party fails to perform its obligations under the Subscription Agreement and such failure is not attributable to the other Party or to a force majeure event.
      2. The following circumstances shall not constitute a breach by Reope: (a) errors, deficiencies or non-conformities arising from the Customer's instructions, configuration, input data or use of the Services otherwise than in accordance with the Subscription Agreement or Reope's documentation; (b) any degradation or malfunction of the Services caused by the Customer's systems, integrations or third-party products, software or services not provided by Reope; (c) any failure, interruption, modification, error or discontinuation of services or functionality attributable to third-party solutions, platforms, providers or deliverables, including without limitation the Third-Party AI Provider and any underlying models, components or infrastructure provided by third parties; (d) inaccuracies, errors or unexpected results inherent to the probabilistic nature of AI-based systems or other technologies relying on third-party components; (e) the Customer's failure to review, test and validate any output or deliverable prior to use; (f) the Customer's failure to maintain adequate back-up copies of Customer Data in accordance with the Subscription Agreement; or (g) circumstances beyond Reope's reasonable control that materially impede the performance of the Subscription Agreement.
   2. Remediation
      
      1. In the event of a breach of the Subscription Agreement, the non-breaching Party shall give the breaching Party written notice specifying the nature of the breach. The breaching Party shall be entitled to remedy the breach within a reasonable period following receipt of such notice. If the breaching Party fails to remedy the breach within such period, the non-breaching Party may exercise its other rights under the Subscription Agreement.
   3. Price Reduction
      
      1. In the event of a material breach by Reope that is not cured within a reasonable period in accordance with clause 9.2, the Customer shall be entitled to claim a proportionate reduction of the fees payable under the Subscription Agreement. Any such price reduction shall not exceed the portion of the fees attributable to the affected part of the Services during the relevant period.
   4. Withholding of Services
      
      1. In the event of a breach by the Customer, Reope shall be entitled to withhold further delivery of the Services until such breach has been cured in accordance with clause 9.2.
      2. Notwithstanding the foregoing, Reope shall be entitled, without liability, to suspend the Customer's access to all or any part of the Services with immediate effect if Reope reasonably believes that: (a) the Customer's use of the Services poses a security risk to the Services, Reope or any third party; (b) the Customer is in breach of the acceptable use provisions of the Subscription Agreement; (c) the Customer's use of the Services may subject Reope to liability; or (d) suspension is required to comply with Applicable Laws or a request from a competent authority. Reope shall use reasonable efforts to notify the Customer promptly of any such suspension and the reasons therefor, and shall restore access as soon as reasonably practicable after the grounds for suspension have been resolved.
   5. Liability and limitation of liability
      
      1. A Party may claim compensation for direct losses resulting from the other Party's breach of the Subscription Agreement.
      2. Neither Party shall be liable to the other Party for any of the following categories of loss or damage, howsoever arising and whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, even if such Party has been advised of the possibility of such loss or damage:

1. indirect, consequential, special, incidental, punitive or exemplary losses or damages of any kind whatsoever; and

3. loss of production, loss of revenue, loss of earnings or income of any kind, loss of anticipated cost savings, loss of goodwill or reputation, losses arising from third-party claims, loss or corruption of Customer Data and any consequences thereof, and loss of profit or anticipated profit, in each case whether arising directly or indirectly.

3. The aggregate liability of each Party for all claims arising out of or in connection with the Subscription Agreement and the Services, whether in contract, tort, breach of statutory duty or otherwise, shall not exceed the higher of: (a) NOK 50,000; or (b) fifty per cent (50%) of the total fees paid or payable by the Customer for the Services during the six-month period immediately preceding the event giving rise to the claim, exclusive of value added tax. For the avoidance of doubt, this limitation shall apply in the aggregate and not on a per-incident basis.
4. The Customer shall indemnify, defend and hold harmless Reope and its Affiliates, and their respective officers, directors, employees and agents, from and against any and all claims, demands, actions, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Customer's use of the Services in breach of the Subscription Agreement; (b) the Customer Data, including any allegation that the Customer Data infringes or misappropriates any third party's Intellectual Property Rights or other rights; (c) the Customer's use, distribution or deployment of AI-generated output; or (d) any breach by the Customer of Applicable Laws in connection with its use of the Services.

10. GOVERNING LAW AND VENUE FOR DISPUTES
    
    1. Governing law
       
       1. This Subscription Agreement shall be governed by and construed in accordance with the laws of Norway, without regard to its conflict of laws principles.
    2. Disputes
       
       1. Any dispute arising out of or in connection with this Subscription Agreement, including any question regarding its existence, validity or termination, shall be submitted to the exclusive jurisdiction of the ordinary courts of Norway. The venue in the first instance shall be Oslo District Court (Oslo tingrett).
11. MISCELLANEOUS
    
    1. Compliance with Applicable Laws
       
       1. Each Party shall comply with all applicable laws in connection with the performance of its obligations under this Subscription Agreement and the provision or receipt of the Services.
    2. Subcontracting
       
       1. Either Party may subcontract any of its obligations under this Subscription Agreement, provided that the subcontracting Party shall remain fully liable for the performance of all subcontracted obligations and for the acts and omissions of its subcontractors as if they were its own.
    3. Assignment
       
       1. The Customer may not assign or in any other manner transfer the Subscription Agreement, including, but not limited to, by way of merger or demerger, to a third party without Reope's prior written consent. Such consent shall not be unreasonably withheld.
       2. Reope may transfer the Subscription Agreement to a third party together with the business of which the Subscription Agreement constitutes an integral part, without the consent of the Customer.
    4. Force Majeure Events
       
       1. Should an extraordinary situation outside the control of the Parties arise that makes it impossible to perform obligations under this Subscription Agreement, and which constitutes a force majeure event (including, without limitation, natural disasters, acts of war, terrorism, epidemics, government sanctions, cyber-attacks or failures of third-party infrastructure beyond the affected Party's reasonable control), the other Party shall be notified as soon as possible. The obligations of the affected Party shall be suspended for as long as the extraordinary situation prevails, and the corresponding obligations of the other Party shall be suspended for the same period.
    5. References
       
       1. Reope shall be entitled to identify the Customer as a client for reference and marketing purposes, including in proposals, presentations and on Reope's website, and may for such purposes reproduce the Customer's trade names and logos. 
    6. Entire Agreement
       
       1. The Subscription Agreement, together with any additional terms agreed in writing between the Parties and expressly stated to form part of the Subscription Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to such subject matter. Any terms and conditions contained in any purchase order, acknowledgement or similar document issued by the Customer shall not apply and shall have no legal effect.
    7. Severed Provisions
       
       1. If any provision of the Subscription Agreement is held to be invalid, illegal or unenforceable by any court or competent authority, such provision shall be severed from the Subscription Agreement and the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace any such severed provision with a valid and enforceable provision that achieves, to the greatest extent possible, the economic, legal and commercial objectives of the severed provision.

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This document forms part of the Subscription Agreement entered into between the Parties identified in the Subscription Order Form. These Special Terms and Conditions govern the provision of Licensed Products (as defined below) by Reope to the Customer. 

1. The Licensed Products
   
   1. The software tools, including the AI Module, ("Licensed Products") available to the Customer under the Subscription Agreement shall comprise those tools defined in the Subscription Order Form, and may include tools available on the Reope website (reope.com/toolbox) at the date of the applicable Subscription Order Form.
   2. The number of authorised users of the Licensed Products shall not exceed the number specified in the Subscription Order Form.
2. Licence to Use the Licensed Products and Intellectual Property
   
   1. Subject to the terms of the Subscription Agreement, Reope grants to the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Licensed Products for the duration of the subscription term, solely for the Customer's internal business purposes.
   2. The Customer shall not, directly or indirectly, sublicense, assign or otherwise transfer the rights granted to it under this Subscription Agreement. The Customer shall not make the Licensed Products, or access thereto, available to any third party, whether directly or indirectly, including without limitation in connection with a service bureau, application service provider, managed service or similar arrangement.
   3. The Customer acknowledges that, except as expressly provided in the Subscription Agreement, no right or licence in or to the Licensed Products, the Services or any other Intellectual Property Rights or property of Reope is granted to the Customer.
3. Intellectual Property Rights
   
   1. The Customer retains, as between the Parties, all rights, title and interest in and to the specific configurations made by or on behalf of the Customer within the Licensed Products, such as settings, descriptions and API access keys (the "Customer Configurations"). For the avoidance of doubt, the Customer is solely responsible for obtaining all third-party rights required to use the Customer Configurations.
   2. The Customer grants Reope a royalty-free, non-transferable right to use the Customer Configurations for the purpose of operating the Licensed Products and providing support, including without limitation the right to access the Licensed Products as a user for the purposes of continued learning, testing, troubleshooting and providing user assistance, during the term of the Subscription Agreement.
4. Passwords and Credentials
   
   1. As part of the Services, the Customer may be provided with passwords, access credentials or other authentication mechanisms. The Customer shall be solely responsible for safeguarding all such credentials and shall not disclose them to any third party. The Customer shall be liable for all activities conducted using its credentials and for all acts and omissions of its authorised users in connection with the Services as if such acts and omissions were those of the Customer itself. The Customer shall ensure that all authorised users comply with the terms of the Subscription Agreement.
5. Acceptable Use
   
   1. The Customer shall not, and shall procure that no third party shall:

1. decompile, disassemble, reverse engineer or otherwise attempt to obtain, perceive, use or utilise the Service, data, source code or underlying algorithms from which any software component of the Service is compiled or interpreted, or the design and/or architecture of the technology upon which the Service is based, or ask or prompt the Service or any third-party service with the aim or effect, directly or indirectly, of gaining insight into or understanding of any of the preceding, or circumvent any measures aimed at preventing such insight or understanding;
2. remove, alter, disable, or obscure any copyright, trademark, confidentiality, proprietary notices, security mechanisms, usage limitations, or other labels displayed on, embedded within, or otherwise part of the Service,
3. use any part of the Service for purposes that infringe, misappropriate, or otherwise violate Reope's Intellectual Property Rights, proprietary rights, privacy rights, or other rights of any individual, entity, or third party, or that violate any applicable laws, regulations, or industry standards,
4. upload or transmit any material that contains viruses, worms, trojan horses, malicious code, or any other harmful or disruptive computer code, scripts, agents, programs, or files intended to disrupt, damage, or gain unauthorised access to any part of the Service,
5. interfere with, disrupt, disable, damage, or compromise the integrity, security, performance, or functionality of the Service, including, but not limited to, prompt injection and prompt hacking,
6. unless authorised by Reope in writing, probe, scan or test the vulnerability of any Service or any system, network or component used for providing the Licensed Products,
7. engage in abusive or excessive usage of the Licensed Products, being usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability or functionality of the Services for other users; or
8. use the Service or any part thereof to develop, create, or offer any product or service that competes with the Service.

2. If the Customer uses the Service in breach of this clause, Reope shall have the right to remove the Customer's access to the Service and terminate the Subscription Agreement with immediate effect.

6. Open Source
   
   1. The Licensed Products and Services may incorporate or be based upon open-source software or software licensed from third-party licensors. Details of applicable open-source licences and third-party licences are published at reope.com/thirdparty (or at such other URL as Reope may notify to the Customer from time to time). The Customer's use of any such software shall be subject to the terms of the applicable open-source or third-party licence.
7. Modifications to Licensed Products
   
   1. Reope may, at its sole discretion, modify, update, enhance or discontinue any features, functionalities or components of the Licensed Products at any time. Reope shall use reasonable efforts to notify the Customer in advance of any significant changes to the Licensed Products. Such modifications may include, without limitation, adjustments to functionality, changes to the user interface, performance improvements or the removal of certain features.
   2. If a modification made by Reope materially reduces the core functionality of the Licensed Products, the Customer may terminate the relevant subscription by giving written notice to Reope within fourteen (14) days of the effective date of such modification. Reope shall have the opportunity to address and remedy the Customer's concerns before such termination becomes effective. In the event that Reope discontinues the provision of the Licensed Products, the Customer's sole and exclusive remedy shall be a refund of any pre-paid fees attributable to the remaining unused portion of the subscription term during which the Licensed Products will not be provided.
8. Maintenance
   
   1. Reope reserves the right to perform both scheduled and unscheduled maintenance of the Licensed Products, which may result in temporary downtime or reduced functionality. Reope shall use reasonable efforts to notify the Customer in advance of any scheduled maintenance and to minimise disruption to the Customer's use of the Licensed Products. Reope disclaims any and all liability for downtime, changes and disruptions arising from or in connection with maintenance or from failures, interruptions or changes in third-party services.
9. Audit Rights
   
   1. Reope shall have the right, to the extent legally permissible, to audit the Customer's books, records and IT systems to verify the Customer's compliance with this Subscription Agreement. Any such audit shall be conducted by an independent external auditor of internationally recognised standing, provided that, unless otherwise agreed by the Customer, such auditor shall not be the external auditor of either Reope or the Customer. The auditor shall enter into a customary non-disclosure agreement with the Customer and shall report only instances of non-compliance to Reope, with a copy to the Customer. If an audit reveals any material non-compliance, the Customer shall bear the reasonable costs of the audit.
10. Service Levels and Error Resolution
    
    1. Reope shall use commercially reasonable efforts to resolve errors in the Licensed Products in accordance with the service levels set out below. Errors shall be classified into the following categories:

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2. Reope may, at its sole discretion, determine the appropriate method of error resolution, including by way of rectification, re-delivery, workaround or additional delivery.
3. All enquiries, error notifications and support requests by the Customer shall be submitted during ordinary business hours (Central European Time – CET/CEST), being 08:00–16:00, Monday to Friday, excluding Norwegian public holidays.

11. Data Export upon Termination 
    
    1. Upon expiration or termination of the Subscription Agreement, Reope shall, at the Customer's written request made within thirty (30) days of such expiration or termination, make available to the Customer all Customer Data stored within the Licensed Products in a commonly used, machine-readable format.
    2. Reope shall be entitled to invoice the Customer for its reasonable costs in connection with such data export at Reope's then-current standard hourly rates. Following the expiry of such thirty (30) day period, Reope shall have no obligation to retain any Customer Data and may delete the same in accordance with the Customer Data provisions of the General Terms and Conditions.
12. Support for Licensed Products
    
    1. Any support provided by Reope in relation to the Licensed Products shall constitute chargeable work on a time and materials basis and shall be invoiced in accordance with Reope's then-current standard hourly rates, unless otherwise expressly specified in the Subscription Order Form. Reasonable travel expenses incurred by Reope in connection with the provision of such support shall be borne by the Customer and invoiced at cost.
13. TRIAL SUBSCRIPTIONS
    
    1. Where the Customer is granted access to the Licensed Products on a trial basis ("Trial Subscription"), the Licensed Products may be used solely for evaluation, educational and testing purposes. A Trial Subscription shall be for a fixed term ("Trial Period") as specified on the Reope website (reope.com/toolbox) or, if no such term is specified, for a period of fifteen (15) days from the date of activation, or such other period as may be authorised in writing by Reope.
    2. Upon expiry of the Trial Period, the Customer shall cease all use of the Licensed Products unless the Customer enters into a paid subscription by executing a Subscription Order Form. Reope may terminate the Trial Subscription with immediate effect if the Customer fails to comply with any of the terms and conditions applicable thereto. Upon such termination or expiry, the Customer shall promptly remove and delete all copies of the Licensed Products in its possession or control.
    3. The data provided by the Customer in connection with the registration for and download of the Licensed Products under a Trial Subscription may be stored and used by Reope for communication and marketing purposes within its customer management systems. Reope may use such information for marketing and analytical purposes in accordance with applicable data protection legislation. Reope may collect and use technical data and related information, including without limitation data relating to installation logs, software usage logs and error logs, to facilitate the provision of software updates, product support and other services related to the Licensed Products. Reope may use such information to improve its products and services or to develop new technologies. 
    4. The Licensed Products provided under a Trial Subscription are provided on an "as is" and "as available" basis without warranty of any kind. Reope shall have no liability whatsoever arising out of or in connection with the Customer's use of the Licensed Products under a Trial Subscription.

This document forms part of the Subscription Agreement entered into between the Parties identified in the Subscription Order Form. These Special Terms and Conditions govern the provision of Consultancy Services by Reope to the Customer. Capitalised terms used but not defined herein shall have the meanings given to them in the General Terms and Conditions or the Subscription Order Form, as applicable.

1. SCOPE OF CONSULTANCY SERVICES
   
   1. The scope, deliverables, milestones and timeline for the Consultancy Services shall be as set out in the applicable Subscription Order Form and progress plan agreed between the Parties in writing (each a "Progress Plan"). 
   2. The Progress Plan shall be maintained and updated throughout the term of the Subscription Agreement and shall specify the work Reope is to undertake and the agreed timeline. The scope of the Consultancy Services must fall within Reope's area of competence and the boundaries of the subscription level selected by the Customer in the Subscription Order Form. In the event of any conflict between a Progress Plan and these Special Terms and Conditions, these Special Terms and Conditions shall prevail unless the Progress Plan expressly states otherwise.
   3. The Consultancy Services shall be provided on the pricing basis specified in the Subscription Order Form for the applicable subscription level, which may comprise either: (a) a fixed monthly fee; or (b) an hourly rate on a time and materials basis, as set out in the Subscription Order Form. 
   4. Reope shall assign suitably qualified personnel to perform the Consultancy Services. Reope shall have the right to replace any personnel assigned to the Consultancy Services, provided that the replacement personnel possess substantially equivalent qualifications and experience. Reope shall notify the Customer of any such replacement within a reasonable time.
   5. Where the applicable subscription level includes workshops, training sessions, advisory sessions or other recurring activities, the frequency, format and scope of such activities shall be as specified in the Subscription Order Form. Reope shall schedule such activities in consultation with the Customer. 
   6. Any additional workshops or activities beyond those included in the applicable subscription level shall be subject to separate agreement and charged at Reope's then-current standard hourly rates or as otherwise agreed in writing.
2. CHANGE ORDERS
   
   1. Either Party may request changes to the scope of the Consultancy Services by submitting a written change order request to the other Party. No change to the scope shall be effective unless agreed in writing by both Parties. Reope shall, within a reasonable time of receiving a change order request from the Customer, provide the Customer with an estimate of the impact of the proposed change on fees, timeline and deliverables. The Customer shall not unreasonably withhold or delay its approval of a change order request submitted by Reope where such change is necessary for the proper performance of the Consultancy Services.
   2. If the scope of work under the Consultancy Services and the corresponding workload for Reope increases during the term of the Subscription Agreement, the Parties shall agree on a corresponding increase in the applicable fees, either permanently or temporarily. Any such fee revision shall be agreed in writing. 
   3. The Customer may upgrade its subscription level at any time by written notice to Reope. The Customer may downgrade its subscription level by giving Reope not less than two (2) months' prior written notice, subject to the terms of the Subscription Order Form.
3. ACCEPTANCE
   
   1. Where the applicable Progress Plan specifies acceptance criteria for deliverables, the Customer shall review each deliverable and notify Reope in writing within ten (10) Business Days of delivery whether the deliverable is accepted or rejected. A rejection notice shall specify in reasonable detail the respects in which the deliverable fails to meet the agreed acceptance criteria. If the Customer fails to provide written notice of acceptance or rejection or takes the deliverables into normal use within such period, the deliverable shall be deemed accepted.
   2. In the event of a justified rejection, Reope shall use commercially reasonable efforts to remedy the identified deficiencies and re-submit the deliverable within a reasonable time. The Customer shall have a further review period of ten (10) Business Days following re-submission. If, after two (2) rounds of re-performance, the deliverable still fails to meet the agreed acceptance criteria, the Customer may, as its sole remedy, terminate the applicable Progress Plan in respect of the rejected deliverable, and Reope shall refund any fees paid by the Customer specifically attributable to such rejected deliverable, less the value of any benefit received by the Customer.
4. INTELLECTUAL PROPERTY FOR CONSULTANCY SERVICES
   
   1. Subject to clause 6 of the General Terms and Conditions, all Intellectual Property Rights in deliverables and other results arising out of the performance of the Consultancy Services shall vest in and be the sole property of Reope. Reope hereby grants to the Customer a non-exclusive, non-transferable, perpetual licence to use such deliverables and results for the Customer's internal business purposes, subject to the terms of the Subscription Agreement.
   2. Where the Customer provides materials, data or other inputs for use in the Consultancy Services, the Customer shall retain all Intellectual Property Rights therein and grants Reope a limited, non-exclusive licence to use such materials solely for the purpose of performing the Consultancy Services.
   3. For the avoidance of doubt, where deliverables incorporate Reope's Background Intellectual Property Rights, the Customer's licence under clause 4.1 shall not extend to any right to modify, sublicense or distribute such Background Intellectual Property Rights independently of the deliverable in which it is incorporated.

Reope – Special Terms and Conditions for the AI Module

This document forms part of the Subscription Agreement entered into between the Parties identified in the Subscription Order Form. These Special Terms and Conditions govern the provision of the AI Module by Reope to the Customer. The Special Terms and Conditions for Licensed Products shall apply to the AI Module as the AI Module is a Licensed Product. In the event of any conflict between the Special Terms and Conditions for Licensed Products and Special Terms and Conditions for the AI Module, these Special Terms and Conditions shall prevail. Capitalised terms used but not defined herein shall have the meanings given to them in the General Terms and Conditions or the Subscription Order Form, as applicable.

1. THE AI MODULE
   
   1. The AI Module is Reope's proprietary harness system that enables the Customer to generate software code, configurations, scripts and other output ("AI-Generated Output") through the use of artificial intelligence. The AI Module comprises Reope's proprietary user interface, prompt engineering framework, orchestration layer and quality assurance mechanisms (collectively, the "Harness"), which interact with an underlying artificial intelligence model provided by a third-party provider of such model (the "Third-Party AI Provider"). 
   2. The AI Module currently utilises the AI model provided by Anthropic, PBC. Reope reserves the right to change the Third-Party AI Provider upon reasonable prior written notice to the Customer, provided that such change does not materially diminish the functionality or performance of the AI Module. The Customer acknowledges that its use of the AI Module is subject to the acceptable use policies of the Third-Party AI Provider as notified by Reope to the Customer from time to time, and the Customer shall comply with such policies.
2. LICENCE AND USAGE
   
   1. The Customer's use of the AI Module shall consume units of usage of the Third-Party AI Provider's artificial intelligence model (each a "Token"). The applicable Token pricing and any included Token allowances shall be as set out in the Subscription Order Form. Token consumption in excess of any included allowance shall be invoiced to the Customer at the rates specified in the Subscription Order Form. Reope reserves the right to adjust Token pricing upon thirty (30) days' prior written notice to the Customer to reflect changes in the pricing imposed by the Third-Party AI Provider.
   2. In addition to the acceptable use provisions set out in the Special Terms and Conditions for Licensed Products, the Customer shall not use the AI Module to: (a) generate code or output intended for use in safety-critical systems, medical devices, weapons systems or other applications where failure could result in death, personal injury or significant property damage; (b) submit input that violates Applicable Laws or the acceptable use policies of the Third-Party AI Provider; (c) use the AI Module in a manner that would cause Reope to breach its agreement with the Third-Party AI Provider; (d) use the AI Module to develop artificial intelligence or for high-risk purposes; or (e) use personal data as input data into the AI Module.
3. INTELLECTUAL PROPERTY AND AI-GENERATED OUTPUT
   
   1. The Harness, including all prompts, orchestration logic, quality assurance mechanisms and other components thereof, constitutes Reope's Background Intellectual Property Rights and shall remain the sole and exclusive property of Reope.
   2. Subject to any restrictions imposed by the Third-Party AI Provider's terms and conditions and any applicable intellectual property laws, the Customer shall own all right, title and interest in and to the AI-Generated Output created through the Customer's use of the AI Module, to the extent such output is capable of being owned under applicable law. Reope makes no representation or warranty that AI-Generated Output is capable of intellectual property protection or that it does not infringe third-party rights. The Customer assumes sole responsibility for its use of AI-Generated Output.
   3. The Customer hereby grants Reope a non-exclusive, royalty-free, worldwide, perpetual licence to use AI-Generated Output (i.e. the generated code) for the purpose of training, improving and developing the AI Module and other Services. Reope shall not use AI-Generated Output in a manner that would disclose the Customer's Confidential Information to third parties.
4. DISCLAIMERS SPECIFIC TO THE AI MODULE
   
   1. The Customer acknowledges and agrees that: (a) the AI Module utilises generative artificial intelligence, which is probabilistic in nature, and complex software is never entirely free from defects, errors or interruptions; (b) the accuracy, completeness and quality of AI-Generated Output depend on, among other things, the quality and completeness of the input data provided by the Customer, the Customer's configuration of the AI Module and the inherent characteristics and limitations of the underlying AI model; (c) AI-Generated Output is generated without individual human review or approval by Reope, may contain errors, inaccuracies, omissions or misleading results, and does not constitute a representation, warranty or guarantee by Reope regarding any particular fact, condition, outcome or future event; and (d) the Customer assumes all risks and liability arising from the use of the AI Module and the AI-Generated Output, including any subsequent use thereof by the Customer, its authorised users or third parties, and any decisions made in reliance upon, or by the non-use of, the AI-Generated Output.
   2. Reope shall not be liable for any acts, omissions, failures, interruptions, changes in terms, or discontinuation of services by the Third-Party AI Provider. In the event that the Third-Party AI Provider discontinues or materially alters its services in a manner that materially affects the AI Module, Reope shall use commercially reasonable efforts to procure an alternative Third-Party AI Provider or to adapt the AI Module accordingly, and shall notify the Customer of any material impact on the Services. If Reope is unable to procure a suitable alternative within ninety (90) days, either Party may terminate the AI Module subscription upon thirty (30) days' written notice without liability.
   3. Without prejudice to the limitations of liability set out in the General Terms and Conditions, Reope shall have no liability whatsoever for any loss, damage, cost or expense arising out of or in connection with: (a) the Customer's use of or reliance on AI-Generated Output, including any defect, error, inaccuracy or incompleteness therein; (b) any infringement of third-party Intellectual Property Rights by AI-Generated Output; or (c) any act or omission of the Third-Party AI Provider, except to the extent such loss or damage is directly caused by a defect in the Harness.
5. CUSTOMER RESPONSIBILITIES
   
   1. The Customer shall be solely responsible for: (a) determining the suitability of the AI Module and AI-Generated Output for its intended purposes; (b) reviewing, testing and validating all AI-Generated Output prior to any use in production or deployment; (c) ensuring that its use of AI-Generated Output complies with all Applicable Laws, including any laws relating to the use of AI-generated content; and (d) maintaining appropriate back-ups of all input data and AI-Generated Output.
   2. The Customer shall ensure that all personnel and authorised users who operate or interact with the AI Module possess a sufficient level of AI literacy, taking into account the technical knowledge, experience, education and training of such personnel, as well as the context in which the AI Module is intended to be used. The Customer shall implement and maintain appropriate training programmes to ensure ongoing compliance with this requirement.