Terms of Service

ShiftX helps companies to model, structure, and work efficiently with improving business which is processed on the basis of a Software as a Service (SaaS) (hereinafter the “Service”). The Service will, subject to a subscription fee, be made available by ShiftX to professional customers as a service via the internet in accordance with this Agreement.

These Terms of Service (hereinafter "Agreement") is entered into between ShiftX and the individual or entity that accesses and/or uses the Service provided by ShiftX, including without limitation, any employee, independent contractor, invitee or agent of such individual or entity whether or not a "subscriber" to the Service. The Customer has accepted this Agreement through the ordering process of the Services, cf section 3, and the Agreement is binding for both parties when the purchase of the Service is confirmed by ShiftX.

1. Definitions

The following words written with a capital first letter, have a special meaning in the Agreement:

“The Agreement" means the Terms of service the documents set out in section 2.

“Customer” means the legal or individual person stated in the Order Form, as defined below.

“Confidential Information” means information that:

• is by its nature confidential;
• is designated in writing by ShiftX as confidential;
• the Customer knows or reasonably ought to know is confidential; or
• information comprised in or relating to any Intellectual Property Rights of ShiftX

"Content" means any data, packets, information, communication or other material that is transmitted, uploaded, transferred, controlled, downloaded, recorded or otherwise made available through the Service.

“Intellectual Property Rights” means all rights in and to any intellectual property rights, included but not limited to copyright, trademark, trade name, design, patent, know-how, trade secrets, intellectual achievements, inventions, signs, trade, computer software, databases, documentation, and other similar materials and all other rights resulting, irrespective of whether such intellectual property rights are or may be protected by registration or not.

“Order Form” is the legally binding form on which the details of the product or service the Customer wishes to order is stated

“ShiftX” means ShiftX AS, a company registered with organization number 920 936 628 and business and postal address Nedre Vollgate 5, 0158 Oslo.

"Trial Users" means users testing ShiftX, but who are not paying customers of ShiftX

“User” means an employee or other person acting on behalf of the Customer

2. Object of the Agreement

This Agreement applies to the purchases of the Services through shiftx.com, including all services comprised by the Order Form and subsequent purchases, add-ons, updates, etc.

Trial Users are also bound to the Agreement. ShiftX shall have no obligations to Trial Users except those mandated by law or regulations.

Customers may order the Services by contacting ShiftX directly or by using ShiftX’ ordering processes at shiftx.com. All orders are subject to acceptance by ShiftX at its discretion.

The Services are delivered based on the terms and conditions in the following documents, which all are part of the Agreement:

• Terms of service
• Order Form
• Data Protection Agreement (https://shiftx.com/data-protection-agreement)

This Agreement constitutes the entire agreement and understanding between ShiftX and the Customer with respect to the Service and supersedes all other prior communications, agreements, understanding, and proposals between ShiftX and the Customer regarding the Service.

3. The services

ShiftX shall, during the term of this Agreement, provide the Services and make available the documentation to the Customer subject to the terms of this Agreement.

The Customer is only entitled to use the Service as set out in this Agreement. The Services are described further at https://shiftx.com.

ShiftX 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 acts or defects. ShiftX will however not remove functionality which in ShiftX’s reasonable opinion must be considered as core functionalities for a service such as the Service.

ShiftX shall use commercially reasonable endeavors to make the Services available to the Customers. Some unavailability is outside ShiftX’s reasonable control, such as

• internet access,
• problems beyond the demarcation point of the ShiftX network,
• actions or inactions of the Customer, User or any third party,
• equipment, software, or other technology of the Customer or any third party, etc.

In the event of unavailability outside ShiftX's reasonable control, ShiftX disclaims all liability in accordance with clause 13.

In addition, the Services may be unavailable during maintenance. When ShiftX is planning significant upgrades and changes in the Service, ShiftX will notify the Customer in advance.

ShiftX may use subcontractors to provide the Service including all support and maintenance. To the extent a sub-contractor processes personal data for which the Customer is a data controller, the Data Protection Agreement sets out requirements in this regard.

The Customer hereby authorizes ShiftX to automatically and in good faith transmit, access, install, and otherwise provide updates from time to time, without further notice or consent from the Customer.

4. Fees and purchase terms

4.1 Fees and purchase terms

The Services are provided as a subscription service. When purchasing a subscription, Customer purchases the right to use the Services as stated in this Agreement as long as the Customer has a valid and paid subscription. The subscription fees are stated in the ordering form.

The fees may be changed from time to time at the Customer's absolute discretion. The new prices will apply on subscriptions made after the changes and on renewals of subscriptions as described in clause 16.

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

The subscription fees are stated in the Order Form.

4.2 Invoicing

The Service fee and any other amounts payable by the Customer to ShiftX for using the Services, will be invoiced and paid yearly by the Customer in advance.

Payment shall be made within 14 (fourteen) calendar days after the invoice is issued, unless the Parties have agreed on something else in the Order Form. If the Customer does not pay on time, ShiftX is entitled to interest on the amount due for payment in accordance with the Norwegian Act relating to Interest on Overdue Payments, etc.

4.3 Price changes

ShiftX reserves the right to amend and change the Service fee in accordance with clause 14 of this Agreement.

If the Customer does not protest to such change within 30 days after the change was notified, this constitutes an acceptance of the price change.

5. Support

ShiftX will provide standard support services to the Customer as set out in this paragraph.

The Customer may request support via email: support@shiftx.com.

The Customer shall pay the charges for the support services as set out in the Agreement.

ShiftX shall have no obligation to provide support services in respect of any issue caused by any factor outside the scope of the support services or the Customer’s improper use of the Service.

The Customer may purchase enhanced support services (SLA) separately from ShiftX.

6. Customer data

The Customer owns and is responsible for all data, information, and material of any kind uploaded to the Service by the Customer or Users, including personal data.

The Customer grant to ShiftX, solely for the purpose of providing the Service, a non-exclusive, worldwide, royalty-free, fully-paid, transferable license to host, cache, copy, display, transmit, upload, transfer, control, download, record, and transmit certain types of Content in connection with the Customer's use of the Service. Upon the expiration or other termination of this Agreement, this license will immediately and automatically cease. ShiftX reserves the right, however, to anonymize and use such information after termination or expiration.

The Customer represents and warrants that the content uploaded on or through the Service by the Customer or Users does not violate any third party's rights, including privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights. ShiftX shall have no liability or responsibility for such content.

ShiftX shall provide backup of the Customer's data, and try to restore it after a data loss event, but is in no event responsible for the consequences if data are lost.

7. Personal data

If the Customer is a legal person, public authority, agency or other body the Customer is the data controller for all personal data ShiftX processes as part of providing the Services. ShiftX is a data processor, and ShiftX's standard Data Protection Agreement is part of this Agreement.

If the Customer is a private person, Shiftx is the data controller and the Customer is the data subject. For further information about ShiftX 's processing of personal data, including the rights of the data subjects, please see ShiftX 's at all time applicable Privacy Policy, available at https://shiftx.com/privacy-policy.

8. Customer obligations

The Customer is responsible for compliance with any specific legal requirements applicable for their business, and ShiftX does not guarantee compliance with legal requirements or applicable for your use of the Service or that the solution is able to fulfill the Customer’s purposes.

The Customer may not distribute, sell, license, rent, lease, sub-license, assign or transfer any rights granted to Customer by this Agreement and other rights related to the Service to a third party or authorize others to utilize the Service.

The Customer shall not use the Service for competitive analysis or build competitive products.

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 this Agreement. The customer is responsible for any and all activities that occur under the 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. The Customer shall notify ShiftX immediately of any unauthorized use or any other breach of security.

ShiftX reserves the right to refuse to post or to remove and delete any information or materials, in whole or in part, if ShiftX reasonably suspects it to be comprised by the prohibition above. If content is removed, ShiftX will notify the Customer.

The Customer shall provide ShiftX with sufficient information required for delivering the Services.

9. Confidentiality

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 according to the requirements of any law, judicial or legislative body or government agency; or
• was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.

This clause will survive termination of this Agreement.

ShiftX is allowed to name Customer as a client for reference purposes in its marketing efforts, and may strictly for the purpose thereof use Customer's trade names and logos.

10. Intellectual Property Rights

All Intellectual Property Rights over and in respect of the Service are the property of ShiftX.

The Customer is granted a limited, revocable, non-exclusive, and non-transferable right to use the IPR as required to make use of the Service in accordance with this Agreement solely for Customer's own internal business purposes.

The Customer thus 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 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. Further, the Customer may not in any way modify, decompile, disassemble or reverse engineer the Services. The list is non-exhaustive.

11. Limitation of Liability

The Service is delivered “as is”.

To the extent permitted by Norwegian law and except in the event of wilful or grossly negligent misconduct,  ShiftX will in no event be liable for any direct or indirect damages, such as business interruption, loss of data or information of any kind, claims or costs whatsoever, any consequential, incidental, special or punitive damages, or any lost profits or lost revenues resulting from and/or relating to the use of the Service, or damages caused by possible errors in the Services.

Should ShiftX nevertheless be liable, their sole and aggregate liability under or in connection with the Agreement, except in the event of wilful or grossly negligent misconduct,  shall be limited to NOK 100 000.

12. Indemnification

The Customer must indemnify, defend and hold ShiftX harmless from any claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees), and damages (including indirect or consequential loss) resulting in any way from:

• Customer and Customer’s employee’s use or reliance on the Service,
• any breach of the terms of this Agreement by the Customer or any Customer employee, and
• any other act of Customer.

This clause will survive termination of this Agreement.

13. Term and termination

The subscription period is stated in the Order Form and will be automatically renewed at the end of the subscription period unless the subscription is terminated by one of the parties with a minimum one (1) month written notice of termination.

ShiftX may suspend the provision of the Services if any amount due to be paid by the Customer under this Agreement is overdue, and ShiftX has given the Customer at least 30 days' written notice. If the Customer is in breach of this Agreement and has not corrected such breach to ShiftX’s reasonable satisfaction within 7 days of ShiftX’s notice of the same, or the Customer becomes insolvent or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, or makes an assignment for the benefit of creditors, ShiftX may terminate the Agreement with immediate effect.

If ShiftX is in breach of this Agreement and has not corrected such material breach within 30 days of the Customer's notice, the Customer may terminate the Agreement with immediate effect.

Termination of this agreement, for any reason, means that all licenses granted under this agreement shall immediately terminate.

If nothing else is agreed upon, ShiftX will destroy or otherwise dispose of any of the Customer Data in its possession within 30 days after the termination has taken effect.

Any rights, remedies, obligations, or liabilities accrued before the date of termination shall not be affected. For the avoidance of doubt; License fees paid in advance will not be refunded.

14. Amendments

ShiftX reserves the right to amend and change the Agreement with effect from the Customer's next subscription period by giving notice at least 60 days prior to the end of the current subscription period. If the change is due to a legal obligation, the legal obligation might imply a shorter notice period which shall be the applicable notice period, and the change will take effect according to this notice period regardless of the amount of time remaining in the current subscription period for the specific Customer.

Notice shall be given by email to the email address in the Order Form (or subsequently updated email address) and shall be considered given the day the email is sent. ShiftX may instead choose to send the notification by ordinary mail to the address in the Order Form (or subsequently updated address).

If the Customer does not protest to such amendment or change within 30 days after the amendment or change was notified, this constitutes an acceptance of the amendment or change.

The Customer is responsible for notifying its users about any amendments or other notifications from ShiftX.

15. Governing law and disputes

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.

If any part of this Agreement 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 the Agreement will still be enforceable.