ShiftX provides a Software as a Service (SaaS) helping companies to model, structure and work efficiently with improving business processes (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”) applies to purchases of the Service by Customers and their Users, is binding for the Customer and User when accepted through the ordering process. The Agreement is binding for ShiftX when confirmed by ShiftX.
The following words written with a capital first letter, have a special meaning in the Agreement:
“The Agreement" means the Terms of service (this document and the documents set out in section 2) .
“Customer” means the legal person stated in the ordering form.
“Confidential Information” means information that:
a. is by its nature confidential;
b. is designated in writing by ShiftX as confidential;
c. the Customer knows or reasonably ought to know is confidential; or
d. Information comprised in or relating to any Intellectual Property Rights of ShiftX
“Intellectual Property Rights” means all rights in and to any copyright, trademark, trade name, design, patent, know how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in clause 10.
“ShiftX” means ShiftX AS, a company registered with organization number 920 936 628 and business address Nedre Vollgate 5, 0158, Oslo.
“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 users testing ShiftX, but not paying customers of ShiftX, and are bound to the Agreement nevertheless. ShiftX shall have no obligations to trial users except those mandated by law or regulations.
Customer may order the Services using ShiftX’s 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)
3. The services
The subscription fees are stated in the Agreement. 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. The Service is only to be used for internal business purposes of the Customer, and is not intended purchased by consumers.
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 act 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 endeavours to make the Services available. 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
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 subcontractor processes personal data for which the Customer is data controller, the Data Protection Agreement sets out requirements in this regard.
4. Support and incident management
ShiftX will provide standard support services to the Customer as set out in this paragraph.
ShiftX may suspend the provision of the support 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.
The support covers incident management, after the Customer has reported or ShiftX has discovered incidents or problems in the Service.
Customer may request for support via email: firstname.lastname@example.org
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 Customer’s improper use of the Service.
The Customer may purchase enhanced support services (SLA) separately from ShiftX
5. 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 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.
6. 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 fulfil the Customer’s purposes.
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 other to utilize the Service.
The Customer shall not use the Service for competitive analysis or to 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. Customer is responsible for any and all activities that occur under 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. 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.
7. Technical requirements
A User account must be connected to a valid email address.
ShiftX is available on the following browsers:
- Latest major releases of the Chrome, Safari and Firefox browsers.
The following system requirements is required for best performance:
- Minimum of 16 GB ram and 2,4 Ghz of CPU.
ShiftX does not guarantee compatibility between the Services and other browsers, equipment, software and operating systems.
The system requirements may be updated by ShiftX and will notify the customer of such changes. The updated system requirements will be made available at https://shiftx.com or upon request by contacting support at email@example.com. ShiftX shall however notify the Customer at least 30 days in advance if ShiftX will stop supporting previously supported equipment or software as stated above (and later amended).
Customer is responsible for obtaining and maintaining all hardware, software and other equipment needed for the access and use of the Services, and is responsible for all charges and expenses related thereto. Customer is also responsible for any integration between ShiftX and the Customer's own systems.
The Services are offered 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. The new prices will apply on subscriptions made after the changes and on renewals of subscriptions as described in clause 14.
The Service can only be used by Users for whom the Customer has paid and valid subscription license. User accounts shall not be shared or used by more than one person.
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.
Neither Party may use, disclose or make available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement.
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 tradenames and logos.
11. Intellectual Property Rights
All Intellectual Property Rights over and in respect of the Service are owned by ShiftX.
The Customer is granted a limited, revocable, non-exclusive and non-transferable right to use 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 and/or knowhow. Further the Customer may not in any way modify, decompile, disassemble or reverse engineer the Services. The list is non-exhaustive.
12. Limitation of Liability
The Service is delivered “as is”.
To the extent permitted by Norwegian law, 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. ShiftX’s sole and aggregate liability under or in connection with the Agreement shall be limited to NOK 100 000.
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.
14. Term and termination
Customer has accepted this Agreement through the ordering process of the Services, cf section 3. The Agreement is binding to both parties when ShiftX has accepted the order.
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 minimum one (1) month written notice of termination.
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 immediately for cause.
Termination of this agreement, for any reason, means that
- all licenses granted under this agreement shall immediately terminate (however, the duty to pay for the licenses is dependent on the reason for the termination).
- ShiftX will destroy or otherwise dispose of any of the Customer Data in its possession within 30 days after the termination has taken effect. If nothing else is agreed upon.
- 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
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).
16. 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.