Atea AS General Terms for business customers - effective from October 31st 2022.
1. Definitions
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“Agreement” |
Has the meaning set out under Clause 2.3 |
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“Charges” |
Means the fees and payments to be paid by Customer to Atea in accordance with the Agreement. |
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“Customer” |
Means a business customer of Atea purchasing Deliverables |
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“Deliverables” |
Means the Services, Software and/or Products delivered by Atea, either directly under the Agreement with Atea, or by a Vendor or IT Manufacturer under the terms of such Vendor and/or IT Manufacturer. |
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“Delivery Terms” |
Means the terms set out in this document (Clause 1-9) |
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“General Terms” |
Means Atea’s general terms for business customers, https://www.atea.no/om-atea/general-terms/ |
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“Order Confirmation” |
is used to outline the contents of the order of the Deliverables, under which the Parties are confirming their acceptance of the General Terms and any applicable Delivery Terms, together confirming the content and date of the Agreement. |
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“Products” |
Means the hardware including any embedded software, as included in the Deliverables. |
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“Service(s)” |
Means services delivered by Atea as agreed between the Parties, including, but not limited to, support services, cloud services, license services, consultancy services, maintenance, and other professional services. |
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“Software” |
means the software in object version, as delivered under the Agreement. |
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“Vendor(s)” |
Means the relevant supplier which may deliver the Services and/or Deliverables ordered by Customer via Atea, based on Vendor Terms. |
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“Vendor Product” |
Means product, software and/or service identified in an offer or order confirmation and provided by Vendor according to the Vendor Terms. |
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“Vendor Terms” |
Means the specific vendor agreement under which the Vendor Product is delivered, entered into between Vendor and Customer under the relevant order confirmation. Vendor Terms, placed on Atea’s self-service portals or otherwise communicated to Customer, govern the access and use of the Vendor Product(s). For the avoidance of doubt, Atea is not a party to and assumes no liability under the Vendor Terms. |
2. Purpose and structure of Agreement
2.1 These Delivery Terms set out the terms for Atea’s Deliverables to Customer and the mutual obligations and rights of the Parties.
2.2 These Delivery Terms are entered into by the Customer’s placing of an order, cf. Section 3.
2.3 The General terms apply to all Deliverables by Atea to the Customer. The General Terms together with the specific Delivery Terms for the relevant Deliverables and the applicable Order Confirmation (which together are referred to as the Agreement) shall govern the delivery and use of the Deliverables. In the event of contradiction, these Delivery Terms take precedence over the General Terms.
3. Orders and Order confirmation
3.1 Orders are placed by Customer, either
3.1.1 By Customer accepting the offer sent to Customer by Atea, and/or
3.1.2 by Customer placing an order through Atea’s self-service portals, and/or
3.1.3 as otherwise communicated in writing to Atea.
3.2 Under all circumstances, an Order Confirmation is used to outline the contents of the order placed under which the Customer has confirmed its acceptance of the General Terms and any applicable Delivery Terms.
4. Invoicing
4.1 If not otherwise agreed, invoicing takes place on an ongoing basis upon full or partial delivery.
5. Cooperation
5.1 The Parties agree that the prerequisite for success is an alignment of the Parties’ mutual expectations to the contractual relationship that ensures that the Parties cooperate in good faith in a professional and responsible manner, and that the Customer contributes constructively so that Atea is able to provide its Deliverables seamlessly.
6. Term of Agreement and Deliverables
6.1 The Delivery Terms and provision of Deliverables shall commence as of the date of the Order Confirmation and shall continue in effect until terminated in accordance with the Agreement.
6.2 The Vendor Terms set out the licensing rules specifically for Vendor Products. The Customer fully acknowledges that Vendor(s) may operate with subscription periods which may include lock-in periods (inter alia 1, 12 and 36 months) and that the Customer is responsible towards Atea to pay all fees during both the lock-in period and otherwise. Atea is entitled to terminate the Customer’s access to any Vendor Product in case of Customer’s failure to pay for such products.
7. Representations and Warranties
7.1 Atea guarantees to comply with the legislation and any requirement or orders imposed on the Deliverables performed by Atea and pursuant to the current legislation in force in Norway at any time. If the said legal requirements change, Atea’s Charges shall be adjusted accordingly.
7.2 Atea warrants to Customer that the Deliverables shall be performed by personnel who are experienced and competent in their respective professions.
7.3 Regardless of anything in Clause 7.1 and 7.2, Atea makes no warranties as to the quality, usability or legality of any Deliverables made by Vendor.
8. Subcontractors and Vendors
8.1 Atea is entitled to perform or provide the Deliverables through subcontractors without Customer’s prior written consent.
8.2 Atea is an authorised reseller of several Vendors. The Customer acknowledges that Atea may facilitate the delivery of and access to certain software from Vendor(s) to the Customer, either through one of Atea’s self-service portals or otherwise, and if so, all Vendor Terms apply to the Customer, cf. also Clause 9.2. Atea assumes no liability for any warranties, delivery, pricing, or other terms under the Vendor Terms, and Atea makes no warranties as to the quality or usability of any Vendor software, cf. also Clause 7.3.
8.3 The Customer must accept the then current Vendor Terms prior to Atea’s placing orders for Vendor Products on Customer’s behalf.
9. Licensing
9.1 All Vendor Products acquired via Atea remains the property of the Vendor and shall be governed by Vendor Terms only.
9.2 By entering into this Agreement, the Customer acknowledges the receipt of and confirms to be bound by such Vendor Terms. This obligation remains both towards Atea and towards the Vendor in question.
10. Interpretation
10.1 The General Terms form the basis of these Delivery Terms. In case of inconsistency and conflict, the following shall apply:
10.1.1 To the extent that the conflicting terms can reasonably be interpreted so that such terms are consistent with each other, such consistent interpretation shall prevail.
10.1.2 To the extent subsection 10.1.1 does not apply, the terms set forth in the body of the Delivery Terms shall prevail over the General Terms.