Introducing Smart Reader to seamlessly open your internal doors! Learn more here.
These Terms and conditions (the “Agreement”) has been entered into between:
1. Defigo AS ("Defigo"), a private limited liability company registered under the laws of Norway, with registration no. 913 704 665, and
2. The Customer ("Customer"), being a legal entity such as a business, a housing association, an individual or other legal entity that the Customer represents and warrants to have the authority to bind to this Agreement,
individually referred to as a “Party”, or collectively as “Parties”.
Terms written with capitalized letters shall have the meaning designated to them in the paragraph in which they are written in bold between quotation marks.
Please review this Agreement and its Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
Defigo develops and delivers digital access control as a service. Please visit the Defigo website for more information about the Defigo service offerings.
Defigo's service offerings include both hardware and software for accessing buildings. The Defigo service offerings include an application for mobile platforms, a web-based administration portal and in some instances the Defigo digital Intercom and integrated RFID readers.
This Agreement shall apply to the Customer’s order of the Defigo Equipment and Services, as well as subsequent orders placed with Defigo.
The Customer acknowledges and understands that the Defigo Services are not a substitute for carrying keys for door accessing, and that the Customer and its Users must always carry a manual contraption (such as a key) for emergency situations.
3.1 General
In this Agreement, “Equipment” means any of the Defigo hardware units, such as:
(i) The Defigo Intercom Unit for mounting outside a structure or building.
(ii) The Defigo Control Unit for mounting inside a structure or building.
(iii) The Defigo answering devices, leveraged by end-users of the Defigo system.
(iv) Any RFID readers and chip hardware.
(v) In-wall unit for flush mounting.
(vi) Security equipment for vandalism secure mounting.
3.2 Order of equipment
The Customer orders Equipment by signing a purchase quotation for the Defigo Equipment with Defigo or one of Defigo's Partners or Resellers (each an "Order"). This Agreement is legally binding between the Parties when Defigo or Defigo Partner or Reseller has confirmed its acceptance of the Order to the Customer. This Agreement, every Order and Defigo's confirmation of the Order is jointly referred to as the "Purchase Agreement".
3.3 Ownership of Equipment when purchased
All Equipment purchased by the Customer and delivered by Defigo is the sole property of the Customer upon Defigo receiving full payment as set out in the Purchase Agreement.
The sale of Equipment does not in any way entail a transfer of any Intellectual Property Rights therein.
3.4 As-a-Service or Leasing
The Defigo intercom unit and control units are in some instances offered as a part of the service. Under those types of agreements the ownership of equipment is not transferred to the Customer, but remains with Defigo. When Equipment is offered as a part of the Services, Defigo is the owner of the Equipment and can thus remove the Equipment at the end of the Agreement, when the Agreement is terminated by one of the Parties or when Defigo has not received full payment for the Services.
The Defigo intercom, control unit and RFID readers are in some cases offered to Customer through a third party leasing agreement. Under those leasing agreements the ownership of the Equipment remains with the third party, and the third party’s terms and conditions supersede this Agreement.
3.5 Warranty
Defigo grants Customer a twenty-four (24) months limited warranty on the Equipment, from when the Equipment was installed. The warranty applies to inherent defects in the Equipment that existed prior to installation, and the Customers sole remedy under this warranty is to request that Defigo repair or replace the defect Equipment.
3.6 End of Life
The Equipment is set up for use for a minimum of five (5) years ("End of Life"), meaning that after End of Life, the Equipment may no longer work with the Services unless updated.
After End of Life, and when the Customer has purchased the Equipment, the Customer may at its own risk continue to use the Services and the unsupported Equipment as long as the Service Fees are paid.
4.1 General
"Services" means the digital access control and intercom services delivered by Defigo by use of the Equipment, the mobile application used to unlock doors, e.g., iOS or Android app (the "Mobile Application") and the cloud-based solution used by the Customer and User for administrating and managing the Users right to use the Services ("Webadmin" and the "Mobile Application"). A "User" is an individual that is authorized by Customer or another User to use the Services and the adherent Equipment.
"Software" refers to the underlying software, which is partially included in the Equipment and also enables Defigo's provision of the Services.
4.2 Order of Services
The Customer orders Services by signing a purchase quotation for the Defigo Services with Defigo orone of Defigo's partners (each an "Order"). This Agreement is legally binding between the Parties when Defigo, Defigo's partner or reseller has confirmed its acceptance of the Order to the Customer. This Agreement, every Order and Defigo's confirmation of the Order is jointly referred to as the "Purchase Agreement".
4.3 Access to use
The Customer will be granted access to use the Services provided by Defigo for internal business purposes only, and otherwise in accordance with the Agreement.
The Customer has no right to sell, lend, sub-license and/or distribute the Services in any way, including but not limited to create derivative works of, copy, frame, access any part or feature of the Services. The Customer further acknowledges that any such actions or actions related thereto would represent a violation of this Agreement.
4.4 Support
The Customer will have access to support as a part of the Services if this is specified in the Purchase Agreement. Support is available to the Building Administrator(s) by phone or e-mail. The provision of support presupposes a basic knowledge of the Equipment and Services as provided during the Customer onboarding and that the Customer has read the relevant manuals and information available from the Defigo website.
Support for surrounding systems such as door automation, post zone locks, third-party access control systems or the like is not provided by Defigo. Nor is support provided for internet cables or network where the Customer uses their own infrastructure to connect the Equipment to the Internet.
Support is not available for all customers and only if specified as a part of the Purchase Agreement.
4.5 User Administration
Defigo will provide the Customer with access to a Webadmin for administration of the Customer’s Users.
It is the Customer’s responsibility to maintain and monitor the accuracy of any Personal Data related to any Users submitted to the Webadmin.
Defigo is without any liability or responsibility for errors or claims arising from or otherwise related to the Personal Data submitted to the Webadmin by the Customer or its Users.
4.6 Maintenance
During the term of the Agreement, Defigo may, at its sole discretion, provide Customer with updates, upgrades, enhancements, and any other improvements that Defigo then generally offers to other users of the Services (each, an “Update”). Customer acknowledges that such Updates may result in changes in the appearance and/or functionality of the Services, and/or that continued use of the Services may require the Customer to update the Customers own system, including new operating systems or web-browsers.
As long as Defigo’s Control Unit and Intercom Unit have a connection to Defigo’s servers they are to be deemed operative and the Services provided.
4.7 Customer Data
Customer owns and retains all right, title and interest in and to the data provided by the Customers and Users ("Customer Data").
The Customer grants to Defigo a non-exclusive, non-transferable right and license to use, display, process, reproduce, and modify the Customer Data, solely as necessary to provide the Services to Customer and to improve and expand Defigo's Software and Services, provided such information is first anonymized.
The Customer must enter into a separate agreement with Defigo certified partner (the "Installer") for installation of the Equipment. The Customer is responsible for ensuring the Installer can install the Equipment and activate the Services in accordance with the Purchase Agreement, including giving the Installer necessary access.
Defigo waives all responsibility for any installation work carried out by the Installer.
Defigo assumes no responsibility for costs related to removing cables, clogging screw holes or remedy any other wear or damage caused by the Installer, the Customer and/or its Users to the property as a result of installation, dismantling or use of the Equipment.
The Services are activated after the Equipment is installed and operative. The Services can and will be activated irrespective of whether the Customer has provided data on system Users.
When the Services are provided on a portfolio of buildings, e.g. a portfolio of new buildings, the Services are invoiced once the Equipment has been installed and activated on the first building in the portfolio.
6.1 Agreements with Users
The Customer acknowledges that there are no legal connections or contractual rights or obligations between Defigo and any Users.
The Customer must enter into a separate agreement with all its Users to make the Equipment and Services, including the Software, available to the Users. The Customer warrants that the agreement between the Customer and its Users as a minimum will meet the requirements for use as set forth in the Terms of Use and Service Information.
At the Customer’s discretion, a User may also be given the rights to further delegate accessing rights to doors that the User is authorized to manage.
The Customer warrants that it has obtained all necessary rights and consents from each individual User that may be necessary in order to provide and administer the Equipment and the Services.
6.2 Compliance with laws and regulations
The Customer is responsible for compliance with any specific legal requirements in applicable laws and regulations related to using the Equipment, Software and Services on the Customer’s property. Defigo waives all responsibility for the Customer's use of the Equipment, Software and Services on the Customer's property, including compliance with third party agreements entered into by the Customer.
6.3 Insurance
The Customer is responsible for buying insurance from a third-party insurance provider to protect the total value of the Equipment during the term of the Agreement.
6.4 Internet Coverage and Cabled Internet
The Customer is responsible for ensuring that the network coverage in the area where the Equipment is to be installed is of a sufficient quality for Defigo to provide its Services.
When the Services are provided over the Customer’s own cabled network, provided by a third party internet provider, the Customer is responsible for ensuring that the cabled network is of a sufficient quality for Defigo to provide its Services.
6.5 Provision of Services
The Customer is responsible for the resolution of all problems not related to the Services. Defigo will assist certified Defigo partners with trouble shooting and problem resolution. Any assistance not directly related to the Services may incur additional costs and the invoicing of such costs to Customer.
If on-site Services are not included in the Purchase Agreement the Customer will be invoiced for on-site troubleshooting and on-site services.
6.6 Expedited on-site service
Expedited on-site troubleshooting and services are available for all on-site service calls. The labor, express fees, transportation and other related costs of expedited on-site service will be covered by the Customer and the costs will be invoiced directly by the Defigo installation partner to the Customer.
6.7 Use, modification, etc
The Customer will not itself or permit any User or third parties to, directly or indirectly reverse engineer, decompile, disassemble, or otherwise make any unauthorized attempt to discover or obtain the source code to any of the Equipment, Software or Services. Any such attempt is considered a material breach of contract and it may affect the performance of the Equipment, Software and Services.
Furthermore, the Customer warrants not to use the Equipment, Software and Services in any illegal, infringing or harmful way by attempting to bypass any measures that Defigo or any third party may have put in place to prevent or restrict information within the Equipment, Software and Services.
7.1 Payment for Equipment
The Customer pays and receives the Equipment in accordance with the terms of the Purchase Agreement with Defigo or Defigo’s partner or reseller.
7.2 Service Fee
The Customer shall for the use of the Services pay such fees as are specified in the applicable invoice (the "Service Fee"). All Service Fees are excluding VAT/Sales tax.
Defigo will issue the first invoice upon acceptance of the Order. The Service Fee will thereafter be invoiced to the Customer in advance on a yearly basis, unless otherwise agreed in the Purchase Agreement.
Payment is due thirty (30) days after the issuance of an invoice, unless otherwise agreed in the Purchase Agreement.
7.3 Late Payment
In the event of late payment by the Customer, interest is accrued in accordance with the Norwegian act on interest on overdue payments. Defigo reserves the right to engage a debt-collector to collect unpaid invoices in the event of late payment. Defigo reserves the right to suspend all use of the Equipment, Software and Services if any invoiced amount to be paid by the Customer under this Agreement is overdue by thirty (30) days or more. Defigo reserves the right to discontinue the Service and terminate the Agreement in the event of payments that are overdue for three (3) or more months.
7.4 Changes in Service Fee
Defigo reserves the right to adjust the Service Fee during the term of the Agreement. The Service Fee may be adjusted yearly, with effect from the next Renewal Term. The Customer will be notified of such changes.
8.1 Term
This Agreement has an initial commitment period of 60 months, unless otherwise agreed in the Purchase Agreement, effective from the date of signing of the Purchase Agreement (the "Initial Term").
The Agreement will thereafter be extended automatically for periods of 12 months at a time (each a "Renewal Term").
Either Party may terminate the Agreement with effect from the expiry of the Initial Term or any Renewal Term by giving the other Party a written notice of termination no later than three (3) months before the end of the Initial Term or any Renewal Term.
8.2 Consequences of termination
Any rights, remedies, obligations, or liabilities accrued before the date of termination shall not be affected.
Any prepaid or remaining Service Fees asper the date of termination will not be refunded.
9.1 What constitutes breach of contract
Non-compliance with a Party’s obligations under the Agreement, when this is not due to the other Party, force majeure or other causes from which such Party is otherwise exempted from liability, shall constitute a breach of the Agreement.
9.2 Notice of Breach
The suffering Party shall immediately notify in writing the Party in breach of any alleged breach of contract and shall in such notice substantiate and specify the factual circumstances that are alleged to represent a breach of contract and which provisions in the Agreement that may be breached.
9.3 Remedies
The Party in breach of contract has theright and obligation to remedy any breach of contract within reasonable time.
The suffering Party may claim compensation for any documented direct economic loss caused by the breach.
In the event a Party in material breach of this Agreement has failed to correct such material breach within thirty (30) days after receiving written notice there of by the suffering Party, the suffering Party may terminate the Agreement with immediate effect if the material defect has not been remedied within the expiry of the thirty (30) days' period.
9.4 Exclusion and Limitation of Liability
To the fullest extent permitted byapplicable law, Defigo, its affiliates, directors and employees expresslywaives and excludes any liability for:
(i) any indirect, special or consequential damages caused by Defigo's breach of contract
(ii) loss of data or by data breach or attack by or from hackers
(iii) malfunction of the Services or the Equipment, bodily injury or death caused by external events that is not within Defigo’s control, including, but not limited to, power failures, fire hazards and water hazards
(iv) integration of or interoperation by the Equipment, Software or Services with any third-party product or service
(v) Customer and User’s own acts and omissions by using the Equipment, Software and Services
(vi) unauthorized persons gaining access to a property or authorized persons not gaining access to a property, in relation to which the Services and Equipment are being used, and/or direct and indirect consequences thereof.
Defigo's accumulated liability under this Agreement shall under no circumstances exceed an amount equal to NOK100 000.
All Intellectual Property Rights over and in respect of the Equipment, Software and Services are the property of Defigo.
“Intellectual Property Rights” means all rights in and to any intellectual property, included but not limited to, copyright, trademark, trade name, design, patent, know-how, trade secrets, intellectual achievements, inventions, computer software, databases, documentation and other similar materials and all other rights, irrespective of whether such intellectual property rights are or may be protected by registration or not.
The Customer is granted a limited, revocable, non-exclusive and non-transferable right to use the Intellectual Property Rights as required to make use of the Equipment, Software and Services in accordance with this Agreement and solely for Customer's own internal purposes. The Customer therefore has no right to e.g., sell, lend, sub-license, distribute in any way (free of charge or for consideration), create derivative works of, copy, frame, access any part or feature of the Equipment, Software or Services, including all underlying Intellectual Property Rights. The list is not exhaustive.
Defigo warrants to have the right to use the Intellectual Property Rights in connection with the Equipment, Software and Services, and to keep the Customer and its Users harmless of any third party infringement related thereto.
In the event of Defigo infringing the Intellectual Property Rights of any third party, either allegedly or factually, Defigo reserves the right to terminate the Agreement with immediate effect.
The Customer accepts that Defigo may use the Customer as reference within future Defigo marketing activities, including the right to use photos and videos of the Customers property.
The Customer shall indemnify, defend and hold Defigo harmless from any claims (including third-party claims), demands, actions, suits, expenses and damages (including indirect or consequential loss) resulting in any way from:
(i) The Customer and its Users' use or reliance on the Equipment, Software and Services
(ii) Any breach of the terms of this Agreement by the Customer or its Users, and
(iii) Any other act of the Customer and its Users
The terms used herein, including "Data Processor", "Data Controller" and "Personal Data" shall have the meaning set out in the GDPR.
The Customer is the Data Controller for all Personal Data that Defigo processes as part of providing the Equipment, Software and Services. Defigo is the Data Processor, and Defigo’s standard Data Processing Agreement is part of this Agreement. The Customer owns and is responsible for all Personal Data uploaded to the webadmin either by the Customer or its Users.
If the Data Controller disagrees with Defigo’s choice of subcontractors, e.g. Amazon Web Services, for data storage and processing, then Defigo reserves the right to terminate the agreement with one (1) month notice.
Defigo is the Data Controller for all processing of Personal Data in relation to invoicing, registration of customers, etc. Defigo may also process Personal Data in order to improve and further develop the Services, and the underlying Software. In such cases, Defigo will be deemed Data Controller. More information related to Defigo's processing of Personal Data is available at https://www.getdefigo.com/data-processing-agreement.
Any information disclosed by either Party to the other which by its nature is confidential, is designated in writing by Defigo as confidential, or the Customer knows or reasonably ought to know is confidential, shall be regarded as "Confidential Information".
Each Party must hold the other Party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information is required to be disclosed by law or has already been disclosed by no fault of such Party. The receiving Party shall immediately notify the disclosing Party in writing of any unauthorized disclosure of Confidential Information and shall take all reasonable steps to mitigate any harmful effect of such unauthorized disclosure.
Each Party shall be excused from performance of its obligations under the Agreement if such a failure results from compliance with any requirement of applicable law, acts of God, fire, strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond reasonable control of such Party. Any delay resulting from any such causes shall extend performance accordingly or excuse performance, in whole or part, as may be reasonable under the circumstances.
If a force majeure event has lasted for more than three (3) months, either Party may terminate the Agreement with immediate effect.
This Agreement shall be governed by and interpreted in accordance with Norwegian law.
Disputes arising in connection with or as a result of this Agreement shall be settled by court proceedings unless the Parties agree otherwise. Any court proceedings shall be brought before Oslo District Court.
---
Defigo reserves the right to change these terms, and will then inform its customers when such changes are implemented. This document was last updated on 26.06.2024.
