Effective date: 1 February 2026
These customer terms and conditions (the "Customer Terms") govern the access to and usage of Intelligent Workspaces (the "Service" as further detailed below).
The Service is provided by Etain AS, a Norwegian limited liability company with registration number 920 998 704, having its registered address at Drammensveien 123, 0277 Oslo, Norway ("Etain") to its customers, whether such customers are physical or legal persons, making use of the Service (each a "Customer").
In addition to these Customer Terms, a separate set of terms and conditions (the "User Terms") apply for the users of the Service (each a "User"). If a person is both a Customer and User, both these Customer Terms and the User Terms shall apply.
In these Customer Terms, Etain and the Customer are each referred to as a "Party", and together the "Parties".
The agreement between the Parties (the "Agreement") consists of:
In the event of any conflict or inconsistency, the following order of precedence applies (highest priority first):
The "Service" as referred to in these Customer Terms consists of access to Etain Intelligent Workspaces as they appear at any given time, including such additional features and services provided as part of Etain's delivery of Intelligent Workspaces, as detailed in the Order Forms. This may include bespoke setups of Intelligent Workspaces, bespoke templates for Intelligent Workspaces, and similar services as the case may be.
HighQ add-on services and other services not related to Intelligent Workspaces which may from time to time be provided by Etain are not to be deemed governed by these Customer Terms unless explicitly stated in the Order Form. Such services are governed by separate terms and conditions referred to in the respective order forms.
Etain hereby grants the Customer license to use the Service only for the Customer's own internal personal and business purposes, and otherwise in accordance with the Agreement.
The term "internal personal and business purposes" as referred to herein includes inviting the Customer's clients, customers, partners and other third parties into specific workspaces hosted by the Customer on the Service, and to grant such users rights to make use of the workspaces as per instructions and guardrails defined by the Customer to such third parties.
The Service shall not be made available by the Customer to third parties in a way that would make the Customer a de facto reseller of the Service as such. Hereunder, the Customer may not resell, sublicense, distribute, store, copy, modify, decompile or disassemble, reverse engineer, translate or transfer the entire Service on a stand-alone basis, in whole or in part. This shall not limit the Customer from charging its clients, customers, partners and other third parties for access to workspaces hosted on the Service, or for including the Services in larger offerings payable by such third parties to the Customer.
Notwithstanding anything stated the above, this clause 2.2 of the Customer Terms does not preclude the Customer from using the Service to benefit its clients and customers in the ordinary course of the Customer's business.
The Service is delivered and made available by Etain to the Customer by providing online access to it.
Etain shall make commercially reasonable efforts to ensure that the service level is equivalent to the description in the Service Level Policy or Service Level Agreement, as defined in the Order Form. Etain makes no further warranties, express or implied, as regards the Service.
In considering the quality of the Service, it shall be considered that, unless otherwise expressly stated, and to the fullest extent permissible under applicable laws, Etain does not warrant or include any other term that the Service will be delivered free of any inaccuracies, interruptions, delays, omissions or errors.
When entering the Agreement, neither Party has relied upon any statement or warranty of the other Party except for those expressly contained in the Agreement.
Personnel specified by the Customer will be provided with administrative privileges to manage the Customer's account, workspaces, and its end users.
The Customer is responsible for all usage by all users which form part of the Customer's organization as defined in the administration settings for the Service. This applies even if the respective users are also bound by the User Terms.
The Customer is also responsible for safeguarding any access credentials related to the Services and for all acts and omissions under its account. Etain shall have no liability for users' own protection (or lack of protection) of passwords and other relevant access control information.
In case the Customer becomes aware of any unauthorized access to or use of the Services, including with respect to the unauthorized sharing of access credentials, the Customer shall promptly inform Etain.
Irrespectively of clause 2.2, Customer agrees not to
i. use the Services in a way that infringes, misappropriates or violates any person's rights,
ii. sub-license, sell or otherwise transfer its right to access or use the Service,
iii. attempt to reverse engineer or derive the source code of the Service or any portion thereof, except as permitted by applicable law,
iv. modify, customize, port, translate, localize or create derivative works of the Service,
v. use any automated or programmatic method to extract data or output from the Service except as expressly permitted through documented APIs, integrations, or functionality provided by Etain;
vi. use its access to the Service to build a product or service which competes with the Service, and/or
vii. use the Service in a manner that interferes or attempts to interfere with the proper working of the Service.
The Customer is responsible for both its own and its Affiliates' use of the Service and adherence (or failure to adhere) to the usage restrictions set out herein, and elsewhere in the Agreement.
Etain will continuously release updates of the Service, which will be made available for the Customer. Etain will only support the latest version of the Service at any given time.
Etain will also continuously seek to introduce add-ons to its service offering (i.e. by introduction of new functionality and new service offerings). Increased license fees or other fees may apply for access to such add-on features. Etain will in its sole discretion decide whether a change in the Service shall be deemed an update to be included in the Service, or an add-on feature which may be made available for added fees.
Etain may in its sole discretion replace a feature or render a feature in the Services obsolete with the effect that Etain will no longer update or support the obsolete feature.
The Service may include the possibility for the Customer to integrate the Service with deliverables and services (such as AI models, AI agents, databases, specialized software capabilities, data, etc.) from third parties.
To the extent the integration of such third-party deliverables and services requires contracts with the relevant third parties, the Customer shall enter the necessary contracts directly with the relevant third parties, unless otherwise is specified in the Order Form.
Etain shall have no liability to the Customer for any errors in such third-party deliverables. This entails that the Customer may not invoke any non-fulfilment of agreed quality requirements upon Etain if this is due to an error in a third-party service or deliverable. This also applies to the loss or destruction of data.
In the case of errors in third-party deliverables, Etain will assist with reporting the error to the third party and make commercially reasonable efforts to assist with fixing the error.
Etain may perform activities for the Customer in relation to development, implementation or adjustments of bespoke workspace templates developed specifically for the Customer. Such activities may span from training and demoing of existing solutions, to Customer specific adjustments and full developments of new workspace templates and bespoke integrations.
In the event such activities are included in the Service, the specific commercial terms for such activities will be stated in an Order Form.
Delivery of such implementation, adjustment and development services shall be made in accordance with good industry practice. The ownership of the results from implementation, adjustment and development activities are governed by clause 9.2 in these Customer Terms.
Etain is not providing financial, tax, accounting, legal, compliance or any other advice by allowing access to the SaaS.
Decisions made in reliance on the Service, shall be at the full and sole risk of the Customer, and in no event at the risk of Etain.
Etain shall in no event have any liability or responsibility for any damages resulting from any decisions made by the Customer or anyone accessing the Service through the Customer, made in reliance on the Service.
The Customer is responsible for, will take all necessary steps to ensure, and shall have the sole and full responsibility for:
(i) ensuring proper use of the Service in accordance with all usage instructions and operating specifications;
(ii) ensuring adherence to the minimum recommended technical requirements for using the Service;
(iii) changes the Customer makes to the Service;
(iv) the combination of Service or other parts of Etain's property with any other products, services, data or other property;
(v) ensuring that the Customer's use of the Service does not violate applicable laws governing artificial intelligence, automated decision-making, or data protection, including the EU Artificial Intelligence Act where applicable.
The Customer shall pay the fees for the Services as set out in the applicable Order Form, or, if no fees are specified therein, Etain's standard subscription plans in effect at any given time.
Invoices are due 14 days from the invoice date.
The fees do not include VAT or any other taxes, levies, duties, or similar governmental charges of any nature (collectively 'taxes'). The Customer is responsible for paying all taxes associated with the Agreement.
If Etain is legally obligated to pay or collect taxes for which the Customer is responsible, the Customer shall be liable to pay such amount to Etain. The Customer will provide Etain any information Etain reasonably requests to determine whether Etain is obligated to collect VAT, taxes or other similar fees.
Etain may charge the Customer if the Customer's use exceeds the scope of use specified in the Order Form based on Etain's applicable standard pricing, or if the Customer's use exceeds the usage entailed in the Acceptable Use Policy.
Etain may change the consideration payable for the Service if the Customer merges with, acquires or is acquired by another entity which results in additional access to or usage of the Service.
If the Customer does not pay at the agreed time, Etain may charge an annual late interest equal to 12 per cent on the overdue amounts.
If overdue, undisputed consideration, with the addition of interest on late payment, has not been paid within thirty (30) calendar days of the due date, Etain may give the Customer written notice that the agreement will be terminated. Etain may terminate the agreement without further notice if settlement has not been made within thirty (30) calendar days after such notice.
Termination pursuant to this clause 4.5 may not take place if the Customer settles the overdue consideration, with the addition of late payment interest, prior to the expiry of the deadline.
The effects of termination pursuant to this clause 4.5 shall be the same as set out in clause 14.
Etain may adjust the price for the Service upon renewal of a subscription term or for new subscriptions. The Customer shall be notified of any such adjustment at least three (3) months prior to the effective date.
Price adjustments shall not apply retroactively and shall not affect fees already prepaid for the current subscription term.
Etain may collect and process technical and usage-related data arising from Customer's and its users' use of the Service, including information relating to system performance, feature usage, interactions with the Service, error logs, and similar telemetry data ("Usage Data").
Usage Data does not include Customer input, output, or Customer Data except to the extent such data is processed in an aggregated or de-identified form.
Etain may use Usage Data for the following purposes:
i. to provide, operate, maintain, and support the Service;
ii. to monitor performance, availability, security, and stability of the Service;
iii. to develop, improve, and optimize the Service, including product features and user experience;
iv. to conduct internal analytics, benchmarking, and reporting; and
v. to comply with applicable legal obligations and enforce this Agreement.
Etain may aggregate and de-identify Usage Data so that it does not identify Customer or any individual. Etain may use such aggregated and de-identified data for any lawful business purpose, including product development, research, and statistical analysis.
To be able to provide the Service, Etain requires access to information received by, or otherwise processed by, Etain about the Customer or the Customer's relationships, including personal information and other data and information uploaded in, or generated in or by, the solutions made available as part of the Service (the "Customer Data").
As between the Parties, the Customer retains all rights in Customer Data and in any files, documents, or materials uploaded to the Service.
Subject to Etain's ownership of the Service and underlying technology, the Customer also retains the right to use, store, and exploit outputs generated from Customer Data through the Service for its internal business purposes.
Etain shall keep Customer Data strictly confidential. Employees, consultants, subcontractors and others who deal with Customer Data shall only do so to the extent necessary for Etain to be able to deliver the Service with the required functionality, and all such persons shall have undertaken strict confidentiality obligations taking the confidential and sensitive nature of the Customer Data into account.
Etain will take reasonable precautions with a view to prevent Customer Data from being lost or going astray in accordance with the applicable Service Level Policy or Service Level Agreement (whichever is applicable), considering the confidential nature of Customer Data.
Assistance with data lost due to circumstances outside Etain's control shall be deemed a consultancy service to be delivered pursuant to a separate Order Form.
Etain shall have no other responsibilities for Customer Data beyond what is stated in this clause 6.3 and otherwise as required by mandatory law.
Upon request from the Customer, and in any event after termination of the agreement, Etain shall permanently delete all Customer Data stored by Etain. The obligation to delete Customer Data does not apply to information that has been routinely backed up or that is necessary for Etain to enforce its rights or comply with its own obligations, provided that all such information is kept strictly confidential and not used directly without the Customer's consent in Etain's business beyond what is necessary for Etain's fulfillment of its own rights and obligations.
Etain may also delete or disable Customer Data if required under applicable laws, and in such instances, Etain will use reasonable efforts to provide notice. If the Customer's content is lost or damaged, Etain will make reasonable efforts to assist in restoring the content to the Service from any available backup copy.
Etain may engage subcontractors to perform parts of the Service, including providers of cloud infrastructure, AI models, and related technologies.
The Customer may object in writing to the use of a material subcontractor on reasonable and documented grounds relating to data protection, information security, or compliance with applicable law.
If the Parties are unable to resolve such objection within a reasonable time, Etain may, at its option:
i. implement commercially reasonable alternative measures to address the Customer's concerns;
ii. replace the subcontractor where commercially feasible; or
iii. terminate the affected part of the Service upon written notice.
The Customer acknowledges that removal of a subcontractor may result in changes to or termination of certain features of the Service.
Etain may also use Customer Data to the extent necessary to:
iv. operate, maintain, secure, and support the Service;
v. prevent, detect, and investigate security incidents, fraud, or technical issues;
vi. comply with applicable laws, regulations, and lawful requests from authorities; and
vii. enforce its rights under the Agreement.
Etain may also process Customer Data in an aggregated and de-identified form, such that it does not identify the Customer or any individual, for internal business purposes including analytics, benchmarking, service improvement, and development of the Service.
Any processing of personal data shall be carried out in accordance with applicable data protection laws and any data processing agreement entered into between the parties.
Etain will process all personal data in accordance with the GDPR as implemented in the Norwegien Personal Data Act (Nw: Personopplysningsloven). The Customer has the sole responsibility for ensuring that the personal data transferred to Etain is obtained and maintained by the Customer in accordance with the applicable privacy law regulations.
If Service requires Etain to act as a "data processor" in accordance with the relevant privacy regulations, Etain's standard data processor agreement shall apply unless otherwise agreed.
Each Party must implement reasonable and appropriate measures designed to help secure access to and use of the Confidential Information.
The applicable Service Level Policy or Service Level Agreement, as referred to in the Order Form, shall apply as part of the Agreement.
For the term of the agreement the Customer receives the right to use the SaaS as set out in clause 2.2. Unless otherwise agreed, the right of use ceases upon termination of the agreement.
Etain retains all copyrights and all other intellectual property rights in all parts of the Service, and in any results of updates and developments. This applies even if the Customer has been actively involved in the development of such updates and upgrades, or if a new feature has been implemented after input form the Customer.
Etain's retention of intellectual property rights includes all rights to material (documents, process descriptions, design descriptions, drawings, figures, solution descriptions, concrete solutions, images, sound recordings, film recordings, data files, computer programs, software code and other copyrighted or otherwise intellectual property protected material) that form part of the Service. The same applies to ideas, concepts, models and the like that may be included in the Service.
Etain shall not in any way acquire rights to the Customer's trademark or other Customer-specific material that evidently has been prepared solely by the Customer independently of Etain.
With reference to clause 2.8 Etain may provide development, adjustments and / or implementation activities as part of the Service. Any and all results (including, without limitation, any documents, process descriptions, design descriptions, drawings, figures, solution descriptions, concrete solutions, images, sound recordings, film recordings, data files, computer programs, software code and other copyrighted or otherwise intellectual property protected material) developed solely by Etain or by Etain in collaboration with the Customer or other involved third parties, arising as a result of such activities, shall vest fully and solely in Etain. All such rights shall be deemed transferred to Etain free of charge at the time the rights come into existence. The Customer may be provided a right to use such results as set out in the Order Form.
The Customer warrants that all its employees, subcontractors, hired consultants and other relevant persons (legal and physical) which may be involved in the development of such results have signed undertakings to ensure that ownership rights are transferred to Etain as set out herein.
Etain will obtain no rights in materials solely developed by the Customer or third parties, except rights to use such material as necessary for Etain to deliver the Service in accordance with the Agreement.
Feedback, comments, ideas, proposals, and suggestions for improvements (collectively 'feedback') from the Customer (including its administrators and end users) is not treated as confidential, and Etain may use feedback without restriction or paying compensation.
Furthermore, Etain may collect Usage Data to develop, improve, support and operate the Service. Etain may not share Usage Data with a third party except (i) in accordance with clause 10 or (ii) to the extent the Usage Data is aggregated and anonymized such that the Customer, its end users and / or other stakeholders (like the Customer's clients) cannot be identified.
Etain will not use Customer Data to train, retrain, or improve any general-purpose or multi-tenant artificial intelligence or machine learning models, nor permit its subcontractors to do so, unless expressly agreed in writing with the Customer.
Notwithstanding the above, the Customer acknowledges that Customer Data may be processed:
(i) transiently for the purpose of generating outputs in response to Customer inputs;
(ii) to create embeddings, indexes, or context representations used solely within the Customer's instance of the Service; and
(iii) for retrieval-augmented generation, contextual reasoning, or similar techniques required to provide the Service,
provided that such processing does not result in Customer Data being incorporated into models available to other customers or third parties.
Etain shall keep all information received about the Customer, the Customer's business, the Customer's relations or any other information about the Customer strictly confidential. Etain shall ensure that all employees and consultants which are involved with the delivery of a Service for Etain are obliged by similar confidentiality obligations.
Etain may only share confidential information with consultants and employees of Etain to the extent necessary to deliver its services.
The Service make use of artificial intelligence and machine learning technologies. The Customer acknowledges that outputs generated by the Service are probabilistic and may contain inaccuracies, omissions, or unintended results.
The Customer shall ensure that outputs are subject to appropriate human review before being relied upon or used in any decision-making, external communication, or operational process.
Etain shall have no liability for decisions, actions, or omissions taken by the Customer or any third party based on outputs generated by the Service.
The Service may generate output that is inaccurate, incomplete, or inappropriate for a given purpose. The Customer acknowledges and agrees that:
i. all output is provided for informational purposes only and must be independently reviewed by qualified personnel before use;
ii. the output does not constitute legal, regulatory, or professional advice; and
iii. the Customer remains solely responsible for its use of the Services and output, including compliance with applicable laws and regulations.
The Customer represents and warrants that it has all necessary rights, licenses, and permissions to provide any input, data, or content to the Services, and that such use does not infringe or misappropriate any third-party rights.
Etain warrants that:
(i) the Services will materially conform to the documentation made available by Etain; and
(ii) the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
Etain warrants that, to its knowledge, the Services do not infringe any third-party intellectual property rights.
Except as expressly set out in this clause 11, the Services are provided "as is" and "as available." To the maximum extent permitted by law, Company disclaims all warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and title. Etain does not warrant that the Services will be uninterrupted or error-free.
Etain shall defend the Customer against any third-party claim alleging that the Services, when used in accordance with the Agreement and the documentation, infringe such third party's intellectual property rights, and shall indemnify the Customer for any damages and reasonable costs finally awarded by a court or agreed in settlement by Etain.
If Etain reasonably determines that the Services are likely to become the subject of such a claim, Etain may, at its option:
(i) modify the Service to be non-infringing;
(ii) procure the right for the Customer to continue using the Services; or
(iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected Services and refund any prepaid, unused fees.
The Customer shall defend Etain against any third-party claim arising out of or relating to:
(i) Customer input, data, or content; or
(ii) Customer's use of the Services in violation of the Agreement or applicable law,
and shall indemnify Etain for any damages and reasonable costs finally awarded or agreed in settlement by the Customer.
The indemnified Party shall promptly notify the indemnifying Party of any claim and allow the indemnifying Party to control the defense and settlement of the claim, subject to the indemnified Party's reasonable cooperation. The indemnifying Party may not settle any claim in a manner that imposes non-monetary obligations or admissions of liability on the indemnified Party without its prior written consent, not to be unreasonably withheld.
To the maximum extent permitted by law, neither Party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, business, goodwill, or data, arising out of or in connection with the Agreement, even if advised of the possibility of such damages.
Except for:
(i) Customer's payment obligations;
(ii) either Party's indemnification obligations;
(iii) breach of confidentiality or data protection obligations; and
(iv) liability that cannot be limited by law (including gross negligence or willful misconduct),
each Party's total aggregate liability arising out of or relating to this Agreement shall not exceed the fees paid or payable by Customer to Company in the twelve (12) months preceding the event giving rise to the claim.
For claims arising from a Party's breach of its data protection or confidentiality obligations, each Party's aggregate liability shall not exceed two (2) times the fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to the claim.
Any claim must be brought within twelve (12) months from the date the claiming Party became or reasonably should have become aware of the event giving rise to the claim.
The Agreement is effective as from the day the Agreement is entered into, at the latest on the day when the Service is made available to the Customer.
The Agreement shall be in force and effect until it is terminated.
The Customer may terminate the Agreement in whole or in part (e.g. by terminating parts of the Service only) at any time without cause by written notice to Etain. Termination notifications to Etain may be sent to support@etain.no.
Termination initiated by the Customer will have effect at the latest of (a) after the end of the month coming after the month when termination was notified (i.e. if a termination notice is received in February, the termination will have effect as from 1 April), (b) a set date defined by the Customer in the termination notice, and (c) at the end of the period that has already been pre-paid by the Customer at the time of the termination notice.
No pre-paid amounts will be re-paid in the event of a termination. If the termination period expires after a pre-paid period, Etain shall be entitled to standard monthly fees for the period after the end of the pre-paid period and until the end of the termination period. The Customer acknowledges that such monthly fees will not reflect any discount agreed due to the Customer's pre-payment of the Service.
The Service will remain in full force and effect during the termination period.
Etain may terminate for convenience only at the end of a subscription term, provided that Etain gives at least six (6) months prior written notice.
Each Party may terminate the Agreement if the other Party is in material breach of its obligations hereunder.
A default to pay for the Service within 90 days after the end of the relevant payment term shall be deemed material breach by the Customer, entitling Etain to terminate the Agreement.
After the termination period, the Customer will no longer have any right to access the Service being subject to termination.
To the extent Etain stores Customer Data on behalf of the Customer, the Customer must itself download and make copies of the Customer Data that the Customer wish to maintain before the end of the termination period.
Termination of the agreement with Etain will not affect Customer Data stored on locations controlled by the Customer.
Etain may assist with transferring data to the Customer as consultancy services subject to a separate Order Form.
Termination shall not affect the Customer's obligation to pay incurred and ongoing fees for the SaaS during the termination period.
Notwithstanding anything to the contrary herein, clauses 13 (Limitation of liability), 15 (Force majeure), 14 (Term and termination), 6 (Customer data), 7 (personal information), 9 (Intellectual property rights), 10 (Confidentiality), 16.2 (Marketing), and 17 (Governing law and jurisdiction) shall survive the termination of these General Terms, regardless of cause.
If an extraordinary situation should arise which makes it unreasonably burdensome for a Party to fulfill its obligations herein, and which under Norwegian law must be classified as a force majeure event, the other Party must be notified of this as soon as possible. The obligations of the affected Party shall be suspended for as long as the extraordinary situation prevails. The corresponding obligations of the other Party shall be suspended for the same period.
In force majeure situations, the other Party may only terminate the Agreement with the consent of the affected Party, or if the situation prevails or is expected to prevail for more than ninety (90) calendar days as of the date on which the situation arose, and in such case only with fifteen (15) calendar days' notice. Each of the Parties will cover their own costs associated with ending the contractual relationship in a force majeure event. The Customer will pay the agreed price for the part of the Service that was contractually delivered before the expiry of the agreement. The Parties may not present other claims against each other due to the expiry of the agreement in accordance with this provision.
In connection with force majeure situations, the Parties have a mutual disclosure obligation towards each other regarding all matters that must be deemed to be relevant to the other Party. This information must be provided as soon as reasonably possible.
The Agreement does not create a partnership, joint venture, or agency relationship between the Parties or their respective Affiliates. The Parties are independent from each other, and neither Party will have the power to bind the other or to incur obligations on the other's behalf without the other Party's prior written consent.
Unless otherwise agreed, Etain may use the Customer's name and logo as reference on Etain's website and in connection with sales and marketing, including when submitting tenders, identifying the Customer as a customer of Etain. Before the Customer's name may be used in news articles or similar, Etain will ask for the Customer's consent.
Upon the Customer's written request, Etain shall immediately cease any further use of such materials.
Etain may use e-mail to communicate in relation to delivery of the Service, also for the transmission of confidential information. Etain uses encryption in accordance with the applicable Service Level Policy or Service Level Agreement.
Etain and the Customer shall make its best efforts to act in accordance with applicable laws, including export controls and economic sanctions that apply to any Party in connection with the Agreement.
No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall construed as a waiver of the same or any other term or condition of this Agreement.
Neither Party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other Party's prior written consent (not to be unreasonably withheld) provided, however, that either Party may assign the Agreement in its entirety, without the other Party's consent (i) to its Affiliate, or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
In the event any provision of the Agreement is wholly or partly invalid, the validity of the Agreement shall not be affected, and the remaining provisions of the Agreement shall remain valid. To the extent that such invalidity materially affects a Party's benefit from, or performance under, the Agreement, it shall be reasonably amended.
Etain may amend these Customer Terms with three (3) months' notice to the Customer. By continuing to use the Service after the three months period the Customer shall be deemed to accept the amended Customer Terms as applicable as form the end of the three months' notice period.
The Agreement, and any dispute or claim arising out of or in connection with it (including any dispute or claim relating to non-contractual obligations) shall be governed by and construed in accordance with Norwegian law, without regard to conflict-of-law or choice-of-law rules.
Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Stockholm Chamber of Commerce Arbitration Institute (the "SCC").
The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, considering the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall be English.
In these Customer Terms, and in the other documents forming part of the Agreement, the following capitalized terms shall have the following meaning:
| Affiliate | means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the ownership of more than fifty percent (50%) of the voting interests of an entity or the ability to otherwise direct its management or policies. |
| Agreement | means the legally binding agreement between Etain and the Customer consisting of the documents listed in clause 1.1 (Agreement documents), as amended from time to time in accordance with its terms. |
| Customer | means the physical or legal person that has entered into the Agreement with Etain for access to and use of the Service. |
| Customer Data | means any data, content, files, documents, information, or materials submitted, uploaded, stored, processed, generated, or otherwise made available by or on behalf of the Customer or its Users through the Service, including personal data, but excluding Usage Data. |
| DPA | means the data processing agreement entered into between the Parties governing the processing of personal data under applicable data protection laws, as referenced in the applicable Order Form. |
| Etain | means Etain AS, a Norwegian limited liability company with registration number 920 998 704, having its registered address at Drammensveien 123, 0277 Oslo, Norway. |
| Order Form | means one or more order forms, order confirmations, or subscription confirmations, whether executed physically or electronically, that specify the commercial terms applicable to the Customer's subscription to the Service, including scope, pricing, and subscription term. |
| Party or Parties | means either Etain or the Customer, or Etain and the Customer jointly, as applicable |
| Service | means the Etain Intelligent Workspaces software-as-a-service offering, including associated functionality, features, interfaces, updates, and related services, as made available by Etain from time to time and as further described in the applicable Order Form. |
| Service Level Agreement or Service Level Policy | means the document describing service levels, availability, support commitments, and related performance standards applicable to the Service, as referenced in the applicable Order Form. |
| Usage Data | means technical, operational, and usage-related data collected or generated in connection with the Customer's and its Users' use of the Service, including telemetry data, logs, performance metrics, feature usage statistics, and similar information, provided that Usage Data does not include Customer Data except in aggregated or de-identified form. |
| User | means any individual authorized by the Customer to access and use the Service under the Customer's account, including the Customer's employees, contractors, clients, partners, or other third parties invited by the Customer. |
| User Terms | means the separate terms and conditions governing individual Users' access to and use of the Service, as made available by Etain from time to time. |