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General terms and conditions for businesses.

1. Parties and scope of the agreement.

These general terms and conditions for companies (“Terms”) apply to the Customer's purchase of the Service (as described below) from Unloc AS (”Unloc”), organization number 919 424 508 (the “Agreement”). The “Customer” is the legal entity with an organization number, registered as an Unloc business customer. From time to time, Unloc will make changes to these Terms. Updated version of the Terms will at any time be available on Unloc's website, unloc.app. Only any changes that are materially detrimental to customers will be explicitly reported. In such cases, notification will be in the App (as defined below). Use of the Service after the Terms have been updated shall be deemed to be an acceptance of such new terms. The Terms apply to the Service (as defined below), and all other Unloc services and products, unless a specific agreement is entered into for such services and products.

2. The service.

Unloc develops a digital key sharing platform that, through digital locks and access control systems (“Supported Hardware”), enables efficient use and sharing of digital keys. The solution is downloaded as an application (“App”) or as a web management system tool (“Control Center”) and is designed to be used for all digital locks and access control systems that support Bluetooth, NFC, Wi-Fi or similar communication technology. In order to use the Service (as defined below), Supported Hardware must exist in the entrance area such as the main entrance, gate, entrance door, apartment door, or similar. This allows all residents, employees or other users who have accepted the terms of use and started using the App (collectively ”Users”) to use the Service (as defined below). Use of the App is a relationship between Users and Unloc, and is governed by the specific terms that Users accept at the first login and use. It is optional for Users to use the App as a supplement to keys, access cards, key fobs and similar (“Key Apparatus”). Users may, with the approval of the Customer, use the App to share digital keys for doors managed by the Customer (“Customer Doors”). Users can choose to limit the duration of any shared key. Such sharing occurs at the responsibility of the User and the Customer, similar to as when sharing any other Key Apparatus. Unloc's service (the ”Service”) provided under these Terms includes operation, necessary upgrades and maintenance necessary for Users to use the App to share keys, and open and close doors, and the Control Center to manage Users' App rights in relation to Customer Doors. More information about Unloc, the App, the Control Center and the Service can be found on Unloc's website, unloc.app. Unloc may, with the consent of the Customer, enter into agreements with third parties such as newspaper distributors, delivery companies, foodbox suppliers and so on (”Service Providers”) in order for them to use the Customer's digital keys. The Customer may also enter into such agreements directly with suppliers if Unloc is informed.

3. Establishment of the service.

The Service is established by the Customer’s written offer acceptance or by physically/electronically confirming an order with Unloc. Then, the Customer accepts being familiarized with and having accepted the Terms. Persons who place an order with Unloc on behalf of the Customer are expected and assumed to have a valid authorization. After the order has been received, Unloc, with partners (for example, a locksmith with authorization from Unloc), will contact the Customer for further agreement on installation, inspection, establishment and similar of the Service. The Service is activated as soon as practically possible after successful installation.

4. Use of the service and responsibility.

The Customer must inform potential Users that the Service is established with the Customer and that the App can be used to share digital keys and/or open and close doors. If desired, the Customer may request that Unloc share relevant information material. Unloc is only responsible for the operation and quality of the Service and will provide assistance within a reasonable time when needed. Unloc cannot be held liable for downtime or other missing or failing functionality. Digital keys through the App are a supplement to, and not a substitute for, any other Key Apparatus. Unloc is not responsible for Users, or others’, use and sharing of digital keys (including unauthorized access), and any losses or claims that may follow as a consequence. In the event of any knowledge or suspicion of abuse or unauthorized access to the Services, the Customer shall promptly notify the incident with Unloc so that Unloc may consider deactivation and authentication. The Customer and Users may also, at any time, deactivate any of their own shared digital keys. Any claim for compensation from either Unloc or the Customer will only be valid if it can be proven intentional or grossly negligent breach of contract. In addition, the claim will be limited to documented, financial, direct losses as a result of the breach of contract. Direct losses are considered losses that have their cause in default from either Unloc or the Customer under this Agreement. Indirect losses are not subject to any compensation.

5. Pricing and payment terms.

The Customer is responsible for payment of the Service. Current prices for the Service are stated to the Customer at the time of booking. The items the customer pays for will vary from customer to customer. The price items may be (i) hardware, (ii) installation fee, (iii) setup fee and (iv) fixed service/subscription fee (“Subscription“). The customer only pays for price items necessary for the establishment of the Service. Price item (iii) may be wholly or partially waived by Unloc. Unloc may grant reduced Subscription fees for a limited period of time. The Subscription includes Users' access to the Service and App, and the Control Center for administrators — such as the administration of a housing company. The total price, based on the information Unloc has when ordering, is stated to the Customer before the Customer confirms the order. The payment deadline for invoices from Unloc is 14 days, and Subscription are invoiced in advance and annually, unless otherwise agreed in writing.

6. Complaint and termination.

There is no binding period for the Service. The Customer may terminate the Agreement with Unloc at any time with 30 days written notice. The Customer retains any hardware if paid for by the Customer. Already incurred costs for hardware, installation, setup fee, as well as paid amounts for ongoing Subscription are not refundable even if the Agreement is terminated. Complaints about errors or omissions in the Service shall be made in writing by email to the Customer's contact person at Unloc without undue delay. Unloc will, as soon as possible after becoming aware of an error or defect in the Service, take action to rectify this. In the event of a material breach of the Terms by the Customer, Unloc may terminate the contractual relationship with immediate effect. Significant violations include but is not limited to Customer's default or insolvency, and actions or events on Customer's physical area that, in Unloc's opinion, damage Unloc or Unloc's reputation or unauthorized access through the Service / App / Control Center or other breach or misuse of the Service / App / Control Center or material breach of the Terms or Users’ terms of use. Termination of the Agreement will not affect any claims Unloc has against the Customer.

7. Changes and availability.

Unloc has the right to change the Service without prior notice. Any change in the Service that causes the Customer to make changes on its part will be notified to the Customer together with information on when the changes are scheduled to take effect. In the case of software changes, the previous version of the software shall operate for at least two months from the time a new version is made available. If the Customer does not update the software as directed by Unloc, the Service may become temporarily unavailable. Unloc has the right to take any action that may cause interruptions, disruptions or changes to the Service, if deemed necessary for security or operational reasons. Unloc shall, if possible, notify the Customer in the cases mentioned above. Unloc may, at any time and without notice, decide to discontinue all or part of the Service. In such cases, Unloc reserves the right to terminate the Agreement after the Customer has received reasonable notice.

8. Security and fraud.

Unloc is not responsible for unauthorized use of the Service, unless it can be demonstrated that such use has been made possible through hacking or due to gross negligence on the part of Unloc. If unauthorized persons gain access to the Service due to Users giving away access to their phone, or other equipment, to another person, this falls outside the scope of Unloc’s responsibility. Loss, theft, fraud or other unjustified acquisition of the Customer's equipment and / or personal information used to access the Service shall be reported immediately to Unloc. Unloc is not responsible for misuse of loss, theft, fraud or other unjustified acquisition of Customer's equipment and personal information.

9. Hardware warranty.

Hardware is provided to the Customer by various hardware suppliers. What types of hardware vendors Unloc collaborates with can be found on Unloc's website, unloc.app. The individual hardware supplier's warranty terms that apply to the Customer's hardware.

10. Intellectual property rights.

All intellectual property rights in Unloc, App / Control Center / Service remain Unloc's property.

11. Personal data.

Unloc will process all personal data in accordance with applicable law. Unloc's collection, purpose and use of personal data is further regulated in Unloc's privacy statement. The privacy statement can be found on Unloc's website, unloc.app.

12. Disputes and resolution.

The Agreement parties' rights and obligations under the Terms are determined in their entirety by Norwegian law. Disputes between the Customer and Unloc must be resolved amicably. If this is not possible, either party may bring the dispute before the ordinary courts, and the Customer accepts Oslo District Court as the right venue for any dispute arising out of the contractual relationship.

13. Contact.

The Customer may, if there are any questions about the Service or incidents related to Unloc, contact Unloc via the Customer's contact person, or via chat and / or contact form at Unloc's website, unloc.app.

Last updated August 1st, 2019.