Security and Legal - T&C
These general Terms and Conditions (the “Terms”) apply to all services provided by Ignite Procurement AS (“Ignite”). The Customer acknowledges to have read and understood the Terms.
For acquisition of the services, please contact us through www.ignite.no.
Note that Ignite updates these terms from time to time. The last update was March 4th, 2024.
In these Terms, the words "you", "your," and "Customer" mean each and every person orcompany that acquires the Services. The words "we", "us", "our", and "Ignite" mean Ignite Procurement AS. Each Customer and Ignite individually shall be referred to as a “Party” and together as “Parties.”
The Agreement between the Parties is comprised of:
a) the Purchase Agreement;
b) these Terms;
c) the Service Level Agreement; and
d) the Data Processing Agreement.
The Purchase Agreement shall prevail in the case of conflict or inconsistency with the other contractual documents, and the other documents shall have priority in the order listed above; provided, however, that the Data Processing Agreement shall prevail in respect to personal data.
Ignite provides a web-based application solution for spend and supplier management (the “Services”). Further description of the Services can be found on www.ignite.no.
The Services are divided into products in accordance with the different functionalities that are offered to the Customer (the “Products”). The specific Products acquired by the Customer are defined in the Purchase Agreement.
Ignite reserves the right to at any time make improvements, add, modify, or remove functionality, or correct any errors or defects, modify, or discontinue, temporarily or permanently, part or the entirety of the Services, at its sole discretion, without any obligation or liability resulting from such an act or defects.
Ignite will notify you about significant changes before such changes enter into force and will thereby give you the opportunity to evaluate the effects of proposed changes and take necessary measures.
Ignite will not be liable to the Customer or to any third party for any modification, suspension, or discontinuation of the Service, or part thereof.
The Customer is granted a non-exclusive, non-transferrable, and time-limited access right to use the Services solely for the Customer’s own internal business purposes during the Subscription Period.
The access and use right granted here does not includethe right to (i) access the source code or object code, or otherwise access parts of the Services that are not intentionally made available to Customer by Ignite, or (ii) modify, reproduce, reverse-engineer, decompile, disassemble, copy, or imitate the Services.
Ignite reserves the right to take various actions against the Customer if Ignite believes the Customer, or someone on behalf of the Customer, have engaged in activities restricted in these Terms. Such actions may include but are not limited to restricting or completely closing the Customer’s access to the Services, at Ignite’s sole discretion.
Ignite will establish an account and provide a right to use the Services for an agreed number of users. The User Account will be created with one or more administrative user ("Admin User”) who will have the ability to create, invite, delete, and assign the roles of sub-users, who shall use the Services under the Customer’s responsibility.
The Customer shall ensure that each user of the Services (“User”) complies with applicable provisions of the Agreement. The Customer must ensure that the Users have in place proper services agreements with the Customer.
Each User account shall have its own credentials, to be accessed only by the individual to which such account is assigned, and shall not be shared or used by more than one person.
The Customer shall ensure that the User identities, passwords, and equivalent obtained by the Customer in conjunction with registration are stored and used in a secure manner and cannot be accessed and used by third parties. Customer agrees to notify Ignite immediately of any unauthorized use of a User’s account or any other breach of security.
Ignite is not liable for any loss that the Customer may incur as a result of someone else using the User’s password or account, either with or without the User’s knowledge.
The Customer is aware that successful use of the Services is dependent on equipment and factors (such as sufficient internet connection) for which the Customer is responsible. Ignite is not liable for the discontinuation or disruption of the operation of the Services caused by the Internet or any third-party service the Customer needs to access the Services, including operating systems. Third-party software and operating system updates may influence the usability of the Services and Ignite has no responsibility in this regard. Ignite will use our commercially reasonable efforts to accommodate and develop the Services for updates on supported operating systems.
The Service is available as a cloud web application. The application is not compatible with Internet Explorer or Microsoft Edge older than version 79. No further equipment or system requirements are needed.
The Services are provided on a subscription basis (the“Subscription”). When purchasing a subscription, the Customer purchases the right to use the Services as stated in these Terms during the period of Subscription (the “Subscription Period”), which is defined in the Purchase Agreement. The rights of use are granted so long as the Customer has a valid and paid Subscription.
The Subscription Fees (the price for the Services) are defined in the Purchase Agreement and shall be paid in advance for the Subscription Period. Ignite shall have the right to suspend or terminate the Services in case payment has not been received within twenty-one (21) days following the invoice’s due date.
The Services are only to be used for internal business purposes by the Customer and should not be wrapped in the Customer’s application or services or otherwise provided by the Customer to third parties as white-labeled or a stand-alone service.
The Customer shall not use the Services in a way that violates any laws, infringes on anyone’s rights, is offensive, or interferes with the Services or any features of the Services, and undertakes to ensure that all Users respect these Terms. The Customer is responsible for any and all activities that occur under User’s account.
Ignite reserves the right to at any time edit, refuse to post or to remove and delete any information or materials, in whole or inpart, and to suspend or terminate the Services, if Ignite reasonably suspects it to be comprised by the prohibitions above.
The Services delivered by Ignite rely on business data shared by the Customer (“Customer Data”). The Customer Data is collected, stored, processed, and/or analyzed by Ignite as necessary to provide the Services. Ignite will keep all data which you submit for the Services secure and only process Customer Data for the purpose of providing the Services to the Customer, or as otherwise provided in this section.
All Customer Data uploaded to, transferred through, posted, processed or entered into the Services by the Customer and/or Users shall remain the sole property and responsibility of the Customer or its respective legal owner. Ignite shall have no liability or responsibility for such content.
The Customer represents and warrants that the Customer Data uploaded on or through the Services by the Customer or Users does not violate any third party’s rights, including the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights.
The Customer hereby grants to Ignite a worldwide, non-exclusive, limited term license to access, use, and process the Customer Data as is reasonably necessary to provide, maintain and update the Services, to prevent or address service, security, support, or technical issues, as required by law, and as expressly permitted by the Customer.
The Customer grants Ignite a non-exclusive, perpetual, non-transferable, irrevocable, worldwide license to freely use the Customer Data in an anonymized and/or aggregated manner for Ignite’s own commercial interests and business purposes. Such purposes may include, but are not limited to, offering additional services both to current and prospective customers and third parties; creating analytical reports; providing benchmark or statistical services; and/or developing new or enhancing current functions and features of the Services.
Ignite shall only access non-anonymized Customer Data specifically when necessary to provide the Services to the Customer, including support, service, and maintenance. In the case that Ignite must access Customer Data, such access shall be limited to the necessary personnel, which may be the Customer’s assigned customer success manager or a customer support representative.
A description of the information security measures for the Services are set out on Ignite’s website, and is applicable for all data, including personal data as provided in the Data Processing Agreement.
The Customer may also access and download Ignite’s ISO 27001 certificate and System and Organization Controls 2 reports(“SOC 2 reports”) on Ignite’s website.
Subject to the limited rights expressly granted in the Agreement, there shall be no transfer of any intellectual property rights from Ignite to the Customer. Ignite retains title and ownership of all intellectual property rights and know-how related to the Services, including the present and all future versions thereof.
The Customer has no right to sell, lend, sub-license, distribute in any way (free of charge or for consideration), create derivative works of, copy, frame, access or try to get access to the source code of, mirror or reverse engineer, modify, decompile, or disassemble any part or feature of the Services, including all underlying intellectual property rights and/or know-how. The list is non-exhaustive.
Ignite may from time to time request feedback from the Customer regarding the Services. Providing feedback is voluntary. Ignite will have the exclusive right to use any suggestions, recommendations or other feedback provided by the Customer or Users, relating to the Services. Such right is royalty-free, worldwide, irrevocable, and perpetual.
To provide the Services, Ignite shall process personal data from Users on behalf of the Customer. The Customer is data controller for all personal data Ignite processes as part of providing the Services.
The Data Processing Agreement shall apply at all times.
Ignite reserves the right to terminate or suspend the Services or a User account, if the Customer or a User (i) violates these Terms of Service, (ii) engages in illegal or unlawful activities while using the Service, (iii) abuses, harasses or threats the staff of Ignite, (iv) intentionally disrupts the Services, including but not limited to hacking, DDoS attacks, and other malicious activities, and (v) fails to pay the agreed Subscription Fee in accordance with the Agreement, or use fraudulent payment methods.
Either Party may terminate the Agreement immediately in case of a material breach of the Agreement by the other Party, if such breach has not been cured within fifteen (15) days after notice has been provided by the affected Party.
Subject to the limitations set forth in this clause, the Parties shall only be liable for direct damages, and Ignite shall in no event be liable for (i) errors, mistakes, or inaccuracies of data; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Services; (iii) any errors, mistakes, losses, damage, or unauthorized access resulting from the use of third party applications by Customer, by Customer’s Users, or by Ignite on your behalf; (iv) any interruption or cessation of transmission to or from the Services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any data or for any loss; (vii) any indirect, special, incidental, punitive, exemplary or consequential damages; or (viii) any loss of use, loss of profits, loss of savings, loss of reputation or loss of goodwill arising out of or in connection use of the Services, whether or not such damages are based on tort, warranty, contract or other legal theory, even if we have been advised or are aware of the possibilities of such damages, and even if a remedy fails of its essential purpose.
Ignite’s liability under the Agreement shall under all circumstances be limited to an amount corresponding to the fees paid by the Customer for the Services during the period of twelve (12) months immediately prior to the event that entitled the Customer to damages.
The Customer may claim damages in accordance with the above only where the Customer provides Ignite with a written notice thereof no later than thirty (30) calendar days after the Customer became aware, or should have become aware, of the grounds for the claim.
The Services are provided on an “as is” and “as available” basis without express or implied warranty of any kind. Ignite makes no representation that the Services will fulfil any of Customer’s particular purposes or needs, nor that it is provided without faults or errors. The Customer is responsible for uploading accurate, current, and complete information and Customer Data to the Services for better results of the Services.
Ignite may, from time to time, need to temporarily suspend access to the Services due to software updates or maintenance. We shall correct any errors as soon as possible. Nevertheless, we do not guarantee a specific time limit for correction of errors, and we are not liable for any loss due to errors or downtime of the Services.
Ignite does not warrant that the Services are compliant to Customer’s specific line of business or industry, including, but not limited to, any legal requirements regarding time registration, invoicing, enforcement of money claims, and outsourcing. The Customer is solely responsible for compliance with any specific legal requirements applicable for their business (e.g., if a regulated business) or use of the Services.
Ignite and the Customer agree that the Services will not always be completely free of errors and that the improvement of the Services is a continuous process.
The Customer agrees to indemnify, and hold Ignite, its affiliates, officers, employees, agents, consultants and advisers, harmless from any and all claims relating to a breach or alleged breach of third party rights connected with offering the Services to the Customer, including but not limited to damages, legal fees, cost and expenses.
Both Parties undertake not to disclose Confidential Information (as defined below) about the other Party or the contractual relationship to any third party except with the purpose of performing the Services, fulfilling obligations set out in the Agreement or fulfilling any legal requirement, court order or decision from public authorities. Confidential Information means all information and data related to a Party’s business, facilities, products, technology, know-how and processes, except:
i. information that is generally known or enters the public domain in another way than owing to a breach by a Party;
ii. information that a Party can prove it knew of before it received it from the other Party; and
iii. information that a Party receives from a third party without being bound by a confidentiality obligation in relation to such party.
Both Parties shall ensure that its employees and Users do not disclose or use Confidential Information in violation of the provisions herein.
The duty of confidentiality shall remain inforce notwithstanding the termination of the contractual relationship.
The Customer agrees that Ignite may disclose the fact that the Customer is a customer of Ignite. In relation thereto, the Customer agrees that Ignite may use the Customer’s name and logo to identify the Customer as a customer of Ignite on Ignite’s website and other channels, and as part of Ignite’s promotional and marketing material.
Ignite reserves the right to amend and change the Terms by giving 90 days’ prior notice, unless the change is due to a legal obligation which implies a shorter notice period.
Notice shall be given by e-mail to the contact person for the Customer Account and shall be considered given the day the e-mail is sent. Ignite may instead choose to send the notification by ordinary mail to the address in the Customer Account (or subsequently updated address).
If the change or amendment has an adverse effect on the Customer which cannot be considered insignificant, the Customer shall be entitled to terminate the subscription within 30 days of the notice of change of the Terms. Where the Agreement is not terminated by the Customer within thirty (30) calendar days, the new terms and conditions will apply.
Ignite shall not be responsible nor liable to the Customer for any failure or delay in performance due to circumstances beyond its reasonable control, including, but not limited to, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third-party service providers (including providers of internet services and telecommunications) (“Force Majeure Event”). The performance of the Agreement shall be suspended for as long as any such event shall prevent the affected Party from performing its obligations under this Agreement, and the Agreement may be terminated by Ignite in the case that the Force Majeure Event lasts for longer than 180 days.
If any part of these Terms is found to be invalid due to mandatory statutory law or a final legal judgment, it shall only affect the parts found to be invalid. The remaining parts of these Terms will still be enforceable.
These Terms shall be governed by and interpreted in accordance with the laws of Norway. Any disputes shall be referred to and finally resolved by the courts of Norway. The legal venue shall be Oslo City Court.
All notices to Ignite under the Agreement shall be sent by e-mail to the e-mail address in the order form (or subsequently updated e-mail address) or by email to the customer success manager.
All notices to the Customer under the Terms shall be sent by e-mail to the e-mail address in the Customer Account.
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