Terms and Conditions – Subscription Agreement

These terms and conditions (the “Terms”) apply to all purchases of services through Ignite Procurement AS (“Ignite”), including all services comprised by the Purchase Agreement and subsequent purchases, add-ons, updates, etc. All services purchased by the Customer under these Terms will in these terms be referred to as the “Service” or “Services”.

The Service is only to be used for internal business purposes of the Customer, and is not intended purchased by consumers.

References in the Terms to “Customer” shall mean the entity or person stated as the Customer in the Purchase Agreement.

The Customer acknowledges to have read and understood the Terms. These Terms constitutes a binding agreement when the Customer has accepted the Terms through the Purchase Agreement.

Note that Ignite updates these terms from time to time. You can find archived versions of the Terms here.

1. Description of Services

Through its web application Ignite provides the Customer with a spend management solution. The application and its features are described further at www.igniteprocurement.com.

The Customer may order Services through direct contact by e-mail. All orders are subject to acceptance by Ignite at its discretion.

2. Subscription agreement

The Services are offered as a subscription service. When purchasing a subscription, the Customer purchases the right to use the Services as stated in these Terms as long as the Customer has a valid and paid subscription.

The Customer is granted a limited, revocable, non-exclusive and non-transferable right to use the Services in accordance with the Purchase Agreement and Terms solely for Customer's own internal business purposes during the subscription period. The subscription period is stated as part of the Purchase Agreement. In order to use the Services, the Customer must pay the subscription fee.

The subscription fees are stated as part of the Purchase Agreement.

3. Service Level Agreement (“SLA”)

Uptime
The Services are provided “as is” as standardized services; the right to use is not conditional or tied to a specific version or functionality at a certain time, but allows access to and use of the Services as is at all times. Ignite guarantees the Customer access to the Services twenty-four hours a day, seven days a week (24x7) with a monthly uptime of at least 99.0 percent. Uptime excludes any Planned downtime, as defined further below.

Issue response and resolution
Ignite is only responsible for the functioning of the Services as such, and undertakes the following obligations regarding error handling with regards to the Services:

The resolution time stated in the table above starts when the Customer has given Ignite notice of the error and sufficient information to assess and understand what the error comprises. Notice shall be given through the chat support, or by email to the Customer’s customer success manager if the chat support is unavailable, and shall be considered given the day the support issue was sent or submitted.

Chat support hours:

• Monday - Friday: 0800 - 1600 (CET).

Credit for non-performance of SLA
If Ignite has not succeeded in curing a category A or B error within the resolution time stated, the Customer is entitled a price reduction of future invoice periods, and must claim such price reduction within 30 days of when the error notification was sent to Ignite.

The price reduction shall be:

1. For category A errors: 0.50 percent of the annual subscription fee, excluding VAT, per day
2. For category B errors: 0.25 percent of the annual subscription fee, excluding VAT, per day
3. For category C errors: No price reduction

If the Customer has several Services, and the error does not affect all Services, the price reduction shall be calculated only for the subscription fee for the affected Service. Total price reduction is limited to 10 percent of the total annual subscription fee in all cases.

A category A error lasting more than 10 workdays is considered a material breach, which gives the Customer a right to terminate the subscription according to clause 9. The same applies for a category B error lasting more than 15 workdays.

Access to data
Ignite will only access data in order to provide the Services to the Customer, including support, service and maintenance. The data may only be accessed by the Customer’s customer success manager and customer support representatives to support the Services or at the Customer’s request. In relevant Customer support cases, such as correcting any errors or defects in the Service, the customer success manager may grant temporary data access to other applicable Ignite employees.

Planned downtime
Planned downtime is not considered an error. Downtime may be necessary to perform updates or maintenance in hardware or software from time to time. Ignite may have planned downtime up to 10 times each calendar year. Planned downtime shall always be notified at least seven (7) business days in advance and shall be done outside of normal business hours (0900-1700 CET) if possible. For planned downtime of up to 24 hours, notification shall be given at least fourteen (14) days’ in advance. Planned downtime according to this clause is not considered as a breach of contract.

Product improvement
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. Ignite reserves the right to make improvements, add, modify or remove functionality, or correct any errors or defects in the Services at its sole discretion, without any obligation or liability resulting from such act or defects.

User requirements
The Customer is aware that successful use of the Services is dependent on equipment and factors (such as sufficient internet connection) that the Customer has the responsibility for. Ignite is not liable for the discontinuance or disruption of the operation of the Services caused by the Internet or any third-party service the Customer needs in order to access the Services, including operating systems etc. Third-party software and operating system updates etc. may influence the usability of the Services, and Ignite has no responsibility in this regard. Ignite will however always use best efforts to accommodate and develop the Services for updates etc. on supported operating systems.

Minimum system requirements
The Cloud Services is available as a 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.

Production data recovery
The Provider shall provide backup of the Customer’s data, to restore it after a data loss event.

A recovery point objective (“RPO”) sets the maximum acceptable length of time during which data might be lost from the Services due to a major incident. All databases associated with the Services run in High Availability mode and have enabled point-in-time recovery. This allows Ignite to set a very low RPO, which currently is below 1 hour.

A recovery time objective (“RTO”) sets the maximum acceptable length of time that the Services may be offline. Ignite currently operates with an RTO of 6 hours.

Subcontractors
Ignite may use subcontractors to provide the Services including all support and maintenance. To the extent a subcontractor processes personal data for which the Customer is data controller, the Data Processing Agreement sets out requirements in this regard.

4. User rights and use of service

After accepting an order, Ignite will establish an account and provide a right to use the Services for agreed number of users. The Customer will then be able to assign new users and assign roles to their users. Customer shall ensure that each user of the Service (“User”) agrees to comply with applicable provisions of the Terms.

The Service can only be used by persons for whom the Customer has a paid and valid subscription license and the Person must be employed by the Customer. User accounts shall not be shared or used by more than one person.

The Customer shall not use the Service in a way that violates any laws, infringes on anyone’s rights, is offensive, or interferes with the Service or any features on the Service, and undertakes to ensure that all Users respect the Terms and this provision in particular. Customer is responsible for any and all activities that occur under User’s account.

The Customer shall ensure that 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 User’s account or any other breach of security.

Ignite has no obligation to monitor the Services to assure compliance with the Terms. Ignite reserves the right at all times to edit, refuse to post or to remove and delete any information or materials, in whole or in part, if Ignite reasonably suspects it to be comprised by the prohibition above.

The Customer guarantees that all information provided upon registration is correct.

Ignite is not liable for any loss that Customer may incur as a result of someone else using User’s password or account, either with or without User’s knowledge. User may not use anyone else's account at any time.

5. Legal requirements applicable for the Customer

The Customer is responsible for compliance with any specific legal requirements applicable for their business (e.g. health or financial) or use of the Services, and Ignite does not guarantee compliance with legal requirements applicable for your use of the Services. This includes without limitation any legal requirements regarding time registration, invoicing, enforcement of money claims and outsourcing.

6. Personal data

The Customer owns and is responsible for all data, information and material of any kind imported or inserted to the Service by the Customer or Users, including personal data. The Customer is data controller for all personal data Ignite processes as part of providing the Services. Customer is responsible for any specific legal requirements applicable for their business (e.g. health or financial), and Ignite does not guarantee compliance with legal requirements applicable for the use of the Services.

Ignite will only process data, information and material in order to provide the Service to the Customer, including support, service and maintenance, and not process any data for own purposes unless there is a legal obligation for such processing. Ignite’s standard Data Processing Agreement is part of the Purchase Agreement, and sets out further details on the data processing relationship.

7. Information security

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 ref. Data Processing Agreement.

The Customer may also access and download Ignite’s System and Organization Controls 2 reports (“SOC 2 reports”) on Ignite’s website.

8. Term and Termination

The Terms shall be accepted by the Customer when the Purchase Agreement is signed, which may be done physically or through exchange of digital signatures (scanned or otherwise). The Terms will be considered binding on both parties when the Purchase Agreement is signed.

Either Ignite or Customer may terminate this Agreement in accordance with the Purchase Agreement.

By end of the termination notice period, Customer will discontinue all access and use of Services, and must ensure that the Customer has collected all data and information in the Services that they desire to retain or have available after the termination takes effect. Ignite will irreversibly delete all data belonging to the Customer within 10 days after the termination has taken effect, but may delete the data even sooner after the termination has taken effect. Ignite may keep any anonymous data that the Customer submits to the Services, for any data analysis/science purposes, in accordance with the Purchase Agreement.

If termination is only partial, so that the Customer still has valid subscriptions for some Services, the deletion will only comprise the data in the terminated part of the Services subscribed for.

9. Termination for default

Ignite may, by written notice to Customer, terminate the subscriptions and the Terms with immediate effect without any liability whatsoever, if;

1. the Customer is in material breach of any provisions of the Terms or any agreement with Ignite, or
2. the Customer is in breach of any provisions of the Terms or any agreement with Ignite and fails to effect rectification within fourteen (14) days of a demand therefore;
3. the Customer or a User uses the Services as part of any crime or illegal behavior (including without limitation all kinds of fraud);
4. the Customer or a User uses the Services in a manner that may result in losses or the risk of loss for Ignite or any third party;
5. any proceedings in insolvency, bankruptcy, reorganization, liquidation or winding up are instituted against Customer voluntarily or involuntarily. Payment default of more than 21 days is always considered a material breach, cf. (i) above, provided Ignite has given at least one payment reminder by e-mail.

Upon occurrence of any of the events referred to above, all payments to be made by Customer to Ignite shall become immediately due and payable.

The Customer shall be entitled to terminate the subscriptions and the Terms with immediate effect if

1. operational disruptions or data traffic errors occur to such an extent that the Customer does not have access to the Services for a continuous period of 15 business days; or
2. Ignite is in material breach of its obligations under the Terms and fails to effect rectification within fourteen (14) days of a demand therefore;
3. Ignite uses the Services as part of any crime or illegal behavior (including without limitation all kinds of fraud);
4. Ignite operates the Services in a manner that may result in losses or the risk of loss for the Customer or any third party
5. Ignite is involved in any proceedings in insolvency, bankruptcy, reorganization, liquidation or winding up are instituted against Ignite voluntarily or involuntarily.

10. Limitation of liability

Subject to the limitations set forth in this clause, the Parties shall only be liable for direct damages.

Ignite’s liability under the Terms 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 breach of contract that entitles to damages.

Under no circumstances shall the Parties be liable for indirect or consequential losses, including but not limited to loss of profits or anticipated savings, loss of revenue, loss of content or any other data.

The Customer may claim damages in accordance with the above only where the Customer provides Ignite with a written notice thereof not later than thirty (30) calendar days after the Customer knew, or should have been aware, of the grounds for the claim.

11. Force Majeure

Ignite shall not be responsible nor liable to Customer for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, 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). The performance of this agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this agreement.

12. Intellectual property rights

Subject to the limited rights expressly granted in these Terms, the contractual relationship does not constitute a 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 its present and all future versions thereof.

The Customer thus has no right to e.g. sell, lend, sub-licence, 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 any part or feature of the Services, including all underlying intellectual property rights and/or knowhow. The list is non-exhaustive.

Ignite may from time to time request feedback from the Customer regarding the Services. Giving 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.

The Customer may not in any way modify, decompile, disassemble or reverse engineer the Services.

13. Proprietary rights in content

All content 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 represent and warrant that the content uploaded on or through the Service 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.

14. Confidentiality, etc.

Both parties undertake not to disclose Confidential Information 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 Terms or fulfilling any legal requirement, court order or decision from public authorities. Confidential Information means every information and data related to a party’s business, facilities, products, technology, know-how and processes, except;

1. information that is generally known or enters the public domain in another way than owing to a breach by a party;
2. information that a party can show it knew of before it received it from the other party; and
3. 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 in force notwithstanding the termination of the contractual relationship.

The Customer agrees that Ignite may disclose the fact that the Customer is a paying Customer of Ignite. In relation thereto, the Customer agrees that Ignite may use the Customers’s name and logo to identify the Customer as a Customer of Ignite on Ignite’s web site and other channels, and as part of Ignite’s promotional and marketing material.

15. Amendments

Ignite reserves the right to amend and change the Terms by giving 90 days’ 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 e-mail address in the order form (or subsequently updated e-mail address), 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 order form (or subsequently updated address).

If the change or amendment has an adverse effect on the Customer which cannot be considered as insignificant, the Customer shall be entitled, within thirty (30) calendar days from the date of the notification from Ignite, to terminate the subscription and have the older version of the Terms apply for a period of 180 days after the notification was sent from Ignite. Where the Agreement is not terminated by the Customer within thirty calendar days, the new terms and conditions will apply.

16. Indemnities

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.

17. Severity

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 those parts found to be invalid. The remaining parts of these Terms will still be enforceable.

18. Dispute resolution

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.

19. Notices

All notices to Ignite under the Terms 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 order form (or subsequently updated e-mail address).