Standard terms of delivery for advisory services
1. TheVIT's obligations
The assignment shall be carried out in accordance with the agreement entered into, and it shall be carried out professionally, efficiently and to a high professional standard. Enquiries from the Client shall be answered without undue delay. TheVIT's team shall notify without undue delay of circumstances that prevent them from carrying out the tasks in accordance with the agreement.
2. The company's obligations
The client's management, board and other organization shall loyally contribute to TheVIT being able to perform its tasks in accordance with the agreement. This includes access to all necessary information relevant to the performance of the role.
The client shall issue the necessary authorizations to the leader of TheVIT's team and its employees to the extent that the performance of the role requires it.
3. Storage of documentation
TheVIT shall document its work as if the employees were internal employees in the roles at the Client. The documentation must be stored at the Client's premises or in information systems used by the Client. In its own archives and IT systems, TheVIT may establish and store documentation that is necessary for the practical implementation of the assignment. TheVIT may also store such documentation for up to 5 years after completion of the assignment.
4. Information security and processing of personal data
If TheVIT is to process personal data on behalf of the Client, a separate data processing agreement (the "Data Processing Agreement") must be signed as Appendix 1 to the agreement.
TheVIT does not have the right to process personal data other than as stated in the agreement.
The parties shall ensure that personal data is processed in accordance with applicable privacy regulations.
TheVIT shall ensure that employees, subcontractors and others acting on behalf of TheVIT under the agreement are aware of and recognize the obligations arising from the Data Processing Agreement.
5. Duty of confidentiality
With the exception of what is obviously necessary for the performance of the assignment, the parties shall maintain confidentiality about information they receive from and about the other party as a result of the agreement entered into. A written request may be sent to the other party if there is a need to publish information that cannot obviously be shared with others. However, unless otherwise agreed in writing, TheVIT may market the fact that it performs/has performed assignments that are stated in this agreement, as well as who the customer is.
If it is agreed that TheVIT may use subcontractors in connection with the Assignment, TheVIT and the subcontractor may exchange information necessary for the delivery, provided that the subcontractor has recognized the duty of confidentiality that follows from this agreement. The duty of confidentiality applies whether confidential information is received orally, in writing, electronically or otherwise. The parties recognize that confidential treatment is essential for the legal protection of trade secrets. The duty of confidentiality also applies after the agreement has been terminated.
6. Assignment
Neither party may assign this agreement in whole or in part to another party. This does not prevent TheVIT from using further agreed subcontractors.
7. Liability/Indemnity
TheVIT shall perform its role within the framework and powers given in the agreement. These are assumed to be approved by the client's CEO and board.
A breach of contract occurs if one of the parties fails to fulfill its obligations under the agreement, and this is not due to the other party or force majeure. If a breach of contract is not claimed in writing within a reasonable time after it has been or should have been discovered, the right to claim sanctions as a result of the breach is lost.
The client bears the full and complete risk for the decisions it makes based on the advice and information provided by TheVIT within the agreement. As a result of this, no claims for damages of any kind may be made as a result of erroneous decisions based on such advice or information. However, this does not apply if TheVIT's team has withheld material information that the team had and which it understood that the client needed to make the correct decision, provided that such information could have been presented in sufficient time before the decision was made.
Total compensation during the contract period is limited to an amount corresponding to the agreed fee for six - 6 - months or the agreed fee for the specific additional assignment in question, excluding VAT.
However, these limitations do not apply if the defaulting party or someone it is responsible for has acted intentionally.
Compensation for lost income and indirect losses as a result of the performance of the role or otherwise the deliveries under this Agreement cannot in any case be claimed. Indirect losses include, but are not limited to, lost profits of any kind, lost savings, loss of data and claims from third parties.
In the event of material breach on the part of one party, the other party may terminate all or part of the Agreement.
8. Choice of law
The parties' rights and obligations under this agreement are governed in their entirety by Norwegian law.
9. Negotiations
If a dispute arises between the Parties regarding the interpretation or legal effects of the agreement, the dispute shall first be resolved through negotiations.
10. Mediation
If a dispute in connection with this agreement is not resolved after negotiations, the parties may attempt to resolve the dispute through mediation.
The parties may choose to apply the Norwegian Bar Association's rules for mediation by a lawyer, possibly modified as the parties jointly agree. In any case, it is a prerequisite that the parties agree on a mediator with the competence that the parties believe is suitable in relation to the dispute.
The detailed procedure for mediation is determined by the mediator, in consultation with the parties.