Diri Risk Management

1. About the agreement

1.1 Generally

1.1.1 This service agreement, hereinafter called the “Agreement”, specifies the services provided by the Supplier to the Customer.

1.2 Intent and purpose

1.2.1 The agreement regulates the Customer’s use of the Supplier’s software as well as related advisory services.

1.3 Definitions

1.3.1 The software: This means that the web-based software Diri delivers through our cloud service, accessible from https://login.diri.no

1.4 Duration and termination

1.4.1 The agreement comes into force upon signup and runs until terminated. The customer can terminate the Agreement by canceling the subscription. Access to the software will be available to the customer until the end of the subscription period.

1.5 Scope

1.5.1 The agreement covers all services the Supplier provides to the Customer

2. Scope of the agreement

2.1 Counselling

2.1.1 The agreement includes consultancy where we can assist the customer in clarifying the necessary activities to establish risk management of information security at the customer. The customer orders advice as stated in chapter 3.2

2.2 Training

2.2.1 The agreement can include training of personnel at the Customer. The training is carried out digitally through workshops. Training can also be carried out physically. The customer orders training as stated in chapter 3.2

2.3 The software

2.3.1 The customer purchases a right to use the software made available on the internet by the supplier. By purchasing a right of use, the Customer gains access to and the right to use the Software in accordance with these Terms of Use (see chapter 2.4 – Right of Use).

2.3.2 The software is supplied “as is” as standard software. The Software is not limited to or linked to any particular version or functionality at any specific time or any publications, materials, or comments provided by or on behalf of the Supplier. The customer can access and use the Software on the internet as it is offered at all times.

2.3.3 The Supplier reserves the right to make improvements, add, change or remove functionality, or correct errors or omissions in any part of the Software at its own discretion and without obligation or liability as a result. If such modification is deemed to disable or remove functionality that constitutes a significant part of the Software permanently, or for a period of more than two months, the Customer shall be entitled to terminate the subscription for the affected Software and receive a pro-rata refund for Fees paid on in advance for the affected Software.

2.3.4 The supplier reserves the right to discontinue the Software or its availability in a particular market, with 12 months’ notice. The Customer shall be entitled to a proportionate refund for Fees paid in advance for the period after the date of termination of the affected Software, shall cease to use the Software after the date of termination of the affected Software, and shall not be entitled to make further claims against the Supplier.

2.4 Right of use

2.4.1 The Customer is granted a limited, non-exclusive, revocable and terminable right to access and use the Software, exclusively for the Customer’s internal business purposes and in accordance with the Terms of Use.

2.4.2 For clarification and without limiting the generality of the above: “internal business purposes” means operations and activities exclusively related to the Customer’s own company, and shall under no circumstances be interpreted as meaning that the Customer can act as a service provider or the like. Customer may not use the Software in or for any entity in which Customer owns or otherwise controls less than 50%.

2.4.3 The right of use may not under any circumstances be transferred to or assigned to any entity, in whole or in part (including but not limited to mergers and fissions, bankruptcy, change of ownership or control, or to related parties) without prior written approval from the Supplier in the individual case, which shall not be unreasonably withheld.

2.4.4 The Customer is solely responsible for all use of the Software, including actions by users and administration of users, and accesses or integrations by third parties and integrated applications. The Customer is solely responsible for the content and legality of Customer Data, and must not transfer or process harmful code, data or the like (for example viruses) in or with the Software, or use the Software for illegal, malicious or harmful purposes.

2.4.5 Users are managed by the Customer and are the Customer’s responsibility. Users must have the necessary rights from the Customer to use the Software.

2.4.6 The supplier has the right to use data in the solution to improve the service. Data used for this purpose will always be de-identified and anonymised.

2.5 Support

2.5.1 Diri will provide operational support free of charge, for example in connection with login or account problems, or errors in the Software. Additional support, such as user training, can be purchased separately from Diri or a Partner.

2.6 Limitations

2.6.1 The agreement does not include any requirements for new functionality that the Customer may wish. The need for changes and adaptations is taken up with the Supplier and compensation is agreed upon in each individual case.

3. Contact points

3.1 Service desk

3.1.1 The customer can direct inquiries to the Supplier’s service desk in one of the following ways:

Telephone: (+47) 40 000 343
Web: https://hjelp.diri.no
Email: support@diri.ai

3.1.2 The service desk’s opening hours are weekdays between 08:00 and 16:00 (UTC/GMT +2 hours) alternative +1 hour winter time.

3.2 Ordering

3.2.1 Customers can add additional features to the subscription through the Diri Webshop.

3.2.2 Consulting, courses, and advisory services can be ordered for our Servicedesk. See contact information above. (Chapter 3.1.1)

3.3 Price and payment terms

3.3.1 License to the Software can be purchased by selecting the relevant plan in the software. All prices are excluded VAT. VAT will be automatically calculated based on customer location. The price can be adjusted annually according to the consumer price index. Price increases beyond this will be communicated to the customer at least 30 days in advance. Licenses are invoiced automatically trough our service partner Stripe.

3.3.2 Advice and training can be ordered. Please contact Diri to get an offer. Hours are invoiced for every half hour started. If the customer requires physical attendance, travel costs will be invoiced additionally.

3.3.3 Hours are invoiced in arrears, once per months

3.3.4 The invoice is sent to the customer electronically through our service partner Stripe.

3.3.5 The payment deadline is 14 days unless otherwise agreed.

4. Interaction

4.1 Duties of the parties

4.1.1 Supplier obligations:

• To look after the customer’s interests in the best possible way
• To log orders and document work and elapsed time
• To safeguard customer data in a secure manner

4.1.2 Customer’s duties:

• To familiarize yourself with the agreement
• To carry out the necessary training of your own users
• To provide the necessary resources to resolve errors reported by the customer
• To make the company’s logo available for use in marketing with the Customer

5. Availability and service level

5.1.1 The software is delivered from Microsoft’s data centre in Europe - Norway East. The solution is scaled to be able to handle large traffic. The solution has several layers of security and an independent penetration test of the solution has been carried out. The customer can monitor the status related to the service’s availability at any time via our status portal – https://status.diri.no

5.1.2 The software is implemented to be able to deliver 24/7/365

6. Upon termination of agreement

6.1.1 Termination by the Customer: The Customer may terminate the customer relationship or downgrade the current plan – as long as it covers the customers consumption of the Software – without giving any reason and at any time according to the terms specified in this agreement.

6.1.2 Termination by the Supplier: If the Supplier confirms or reasonably suspects that the Customer has or will default on its obligations under the Terms of Use, or the Customer goes bankrupt or becomes insolvent, the Supplier may suspend the Customer’s access to the Software or limit the Customer’s access to read-only access, until the matter is resolved solved. The Supplier must give 30 days advance notice of any suspension or restriction of access, and give the Customer reasonable time to respond before access is suspended or restricted. If the situation is not resolved within a reasonable time, the Supplier reserves the right to terminate the Customer’s right to use the Software, thereby terminating the customer relationship. The Supplier may, at its own discretion, choose to terminate the Customer’s right to use the Software with immediate effect if the Customer breaches the Terms of Use to a significant extent or misuses the API, thereby terminating the customer relationship.

6.1.3 Deletion of data: Upon termination of the customer relationship, or where the Supplier’s legal basis for processing the Data expires, regardless of the reason, the Supplier must delete the Customer Data from its systems, unless mandatory legal provisions require the Supplier to continue to store the Data. In that case, the Supplier must continue to ensure the security of the data as stated in the Terms of Use. The time it takes to delete data may vary from Software to Software. When the Customer Data has been deleted, the Supplier shall have no further obligations towards the Customer regarding the Customer Data. De-identified and anonymized data for use in AI/ML will not be deleted.

6.1.4 Return of data: The customer can request that the customer data be returned no later than 30 days after termination. If more than 30 days have passed, the data may have been irretrievably deleted. The Supplier must return the Customer Data in a format, time, and delivery method determined by the Supplier. The format, time, and method for returning the data may vary from Software to Software: Please contact the Supplier (or your Partner) well in advance of termination to plan and carry out the return of data. The supplier reserves the right to invoice its standard rates for the return of data. Some Software may have functionality so that the Customer can export Customer Data himself.

7. Other

7.1 Changes

7.1.1 All changes to this agreement must be made in writing and signed by both parties. Changes must be logged in the change log.

7.2 Bankruptcy, composition etc

7.2.1 If, in connection with the business of one of the Parties, debt negotiations, composition or bankruptcy, or another form of creditor management becomes applicable, the other Party has the right to terminate the Agreement with immediate effect, unless otherwise follows from invariable law.

7.3 Force Majeure

7.3.1 Should an extraordinary situation occur that is beyond the Parties’ control, which makes it impossible to fulfill obligations under this Agreement and which must be considered force majeure under Norwegian law, the other party must be notified of this as soon as possible.

7.3.2 The affected Party’s obligations are suspended for as long as the extraordinary situation lasts. The other Party’s consideration is suspended for the same period.

7.3.3 In force majeure situations, the other party can only terminate the Agreement with the affected Party’s consent, or if the situation lasts or is expected to last longer than 90 (ninety) calendar days calculated from the time the situation occurs, and then only with 15 (fifteen) calendar days’ notice.

7.3.4 Each of the Parties covers its own costs related to the Termination of the Agreement. The customer pays the agreed price for the part of the Service that was contractually delivered before the Agreement was terminated. The parties cannot make other claims against each other as a result of the Termination of the Agreement in accordance with this provision.

7.3.5 In connection with force majeure situations, the Parties have a mutual obligation to inform each other of all matters which must be assumed to be of importance to the other Party. Such information must be provided as soon as possible.

8. Disputes

8.1 Negotiations

8.1.1 If a dispute arises between the Parties regarding the interpretation or legal effects of the Agreement, the dispute shall be resolved through negotiations.

8.1.2 If such negotiations do not proceed within 20 (twenty) working days, or another period agreed upon by the Parties, each of the Parties may take the initiative for the dispute to be dealt with by means of an independent expert or mediation.

8.2 Independent expert

8.2.1 The parties may appoint an independent expert at the time of the dispute.

The parties must choose either in advance

1. to base the expert’s proposal on a solution (binding), or
2. to use the expert’s suggestions as a basis for arriving at a solution yourself (advisory)

The detailed procedure for the work is determined by the independent expert in consultation with the Parties.

8.3 Mediation

8.3.1 If a dispute related to this Agreement is not resolved through negotiations, the Parties may attempt to resolve the dispute through mediation. The detailed procedure for the mediation is determined by the mediator, in consultation with the Parties.

8.4 Choice of law and venue

8.4.1 The parties’ rights and obligations under this Agreement are determined in their entirety by Norwegian law.

8.4.2 If a dispute is not resolved through negotiations or mediation, each of the Parties may request that the dispute be settled with final effect by Norwegian courts.

8.4.3 Venue is at the Customer’s business address.

8.4.4 The parties can alternatively agree that the dispute will be settled with final effect by arbitration.

9. Replacement

9.1 The parties’ claims for compensation

9.1.1 The parties may claim compensation for direct losses resulting from additional work and other direct costs in connection with delays, shortages or other defaults due to the other party’s defaults.

9.1.2 Each of the Parties shall, to the best of their ability, implement loss-limiting measures in accordance with general rules on loyalty in contractual relationships.

9.2 Compensation limitation

9.2.1 The parties cannot claim compensation for indirect losses. Indirect losses include, but are not limited to, lost profits of any kind, lost savings and claims from third parties with the exception of imposed liability in accordance with point 8.4.2.

9.2.2 Loss of data is considered indirect loss with the exception of costs related to the reconstruction of data.

9.2.3 Total compensation each of the Parties can claim per year is limited to an amount corresponding to 12 months’ agreed remuneration for the Service.

9.2.4 However, the limitation of compensation does not apply if the defaulting Party or someone it is responsible for, has shown gross negligence or intent.

10. Appendix 1: Changes to the text of the agreement after the conclusion of the agreement

10.1 Change log

2023.11.29 - Updated 5.1.1 - Services are delivered from DC in Norway East

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