General Terms and Conditions of Wisefish

These General Terms and Conditions apply to all commercial transactions and agreements of WiseFish ehf., reg. no. 461221-0330, Katrinartun 4, 105 Reykjavik (hereinafter “Wisefish” or the “Company”), with customers of the Company (the “Customer”) (the Customer and the Company together refers to the “Parties” and each a “Party”).

The Customer acknowledges and agrees that these General Terms and Conditions, together with, all documents, terms and agreements on the Company’s legal center, available on the Company’s website (the “Legal Center”), the applicable and valid Microsoft terms thereto and other third-party terms or agreements, with other agreements made between the Parties (the “Other Agreements”) (all together referred to as the “Schedules”) constitute the overall contractual relationship between the Parties, and that the Customer has reviewed, read, and familiarized themselves with these General Terms and Conditions and the Schedules.

If the provisions of these General Terms and Conditions conflict with provisions that can be found in the Schedules, the provisions of the relevant agreement or terms under the Schedules shall take precedence over these General Terms and Conditions.

Defined terms and acronyms with capital letters will have the meaning defined under these General Terms and Conditions and the Schedules. If defined terms and acronyms defined conflict between these General Terms and Conditions and the Schedules, the defined terms and acronyms of these General Terms and Condition shall take precedence. Definitions apply whether mentioned in singular or plural forms.

In other respects, a deviation from these General Terms and Conditions is not considered to be approved by the Company unless the Company has made such deviation or granted its written approval thereof.

An agreement is considered concluded between the Company and the Customer when the Parties have signed an agreement, the Customer has agreed and accepted the relevant Company’s terms, or the Company’s offer of services within the validity period of such an offer, or when the Customer starts using the Company’s services. The Customer agrees and accepts these General Terms and Conditions by concluding an agreement with the Company.

If the validity period of an agreement and its termination is not stipulated in the agreement itself, it shall be valid for an indefinite period until it is terminated, cf. Article 1.3 in these General Terms and Conditions.

Provided that a notice period is not stipulated in an agreement between the Parties, the notice period shall be three months whereas the termination shall take effect at the end of the month.

The Company may at any time, without notice and compensation, terminate an agreement with the Customer due to a breach of contractual obligations by the Customer, unless otherwise stated in these General Terms and Conditions, the underlying agreement or legislation. If the Company is in business with the Customer on the basis of more than one agreement, a breach of one of those agreements grants the Company the right to terminate all valid agreements with the Customer.

At the end of an agreement, for whatever reason, the Parties must return to each other, within ten (10) days, any property, including any type of software, that has been provided and is verifiably owned by the other party or has been assigned to it.

At the end of an agreement, access to the Company’s software and other services will be closed immediately, if access to the software or services is a part of the agreement. The Customer has a limited period to retrieve their data from the hosting service or Company’s software, before the agreement ends.

The Customer is charged on a time and material basis for all work carried out in relation to the end of an agreement in accordance with the Company’s pricelist.

The sale and use of software provided by the Company, including on-premises software and cloud-based software (the “Software”), is governed by the Company’s agreements or, if the Software is owned by a third party, by the agreements of that third party. Agreements governing the Software may include, but are not limited to, End-User License Agreement, SaaS Software License Agreement and other applicable agreements related to the Software. In other respect, the use of the Software depends on the Parties’ agreements. The sale of the Software includes only the right to use the Software, as it does not entail any transfer of property rights or ownership, unless otherwise specifically agreed.

The Customer undertakes to use the Software in accordance with these General Terms and Conditions and, as applicable, the Parties’ agreement and/or End-User License Agreement and/or SaaS Software License Agreement with addendums, if relevant. The Customer shall guarantee that he will not intentionally or negligently use the Software against these General Terms and Conditions, relevant agreements and to violate laws or other legal rights of the Company or third parties.

The Customer also guarantees not to intentionally send or share data or programs that contain computer viruses that can cause malfunctions or errors in the Software or other things that may adversely affect the Software and/or its normal functioning.

The Customer is unauthorized to transfer, copy, reproduce, modify, decompile, reverse engineer or disassemble the Software, unless law states otherwise.

The Customer undertakes to follow the instructions of the Company, and, as applicable, third parties, for the use of the Software and to ensure that the associated hardware complies with applicable requirements for the Software.

Third-party software utilized by the Company’s software is governed by the terms and conditions set by the respective manufacturer or owner. Typically, this involves the provision of non-transferable intellectual property rights limited to specific use, meaning ownership of that software is not assigned; instead, only the right to use that software is granted, subject to the restrictions and conditions established by the manufacturer or owner. This third-party software may not be sold, rented, assigned, or transferred to others.

In cases where the Customer entrusts the Company with the operation of a software system, the Customer must send the Company all notifications received from the manufacturer that concern the system or ensure that the manufacturer does so.

The Customer is only allowed to use the number of software licenses, whether it is a software from the Company or third parties, cf. Article 2.1 and 2.2, for which he has purchased a license for. The Customer is responsible for requesting additional licenses, as applicable.

The Customer guarantees to have the required licenses for the use of any software that is in use at any given time and are subject to the Software and services the Company provides to the Customer.

The Customer must provide proof that the necessary licenses are in place if requested by the Company. If the Customer does not demonstrate that such licenses are in place, the Company is entitled to block the Customer’s access until the licenses have been demonstrated. The Company can provide access to the Software and services using software licenses from or obtained by the Company which the Customer is obliged to pay for the use of.

In the event of an audit by a third party, the Customer must collaborate with the Company to demonstrate the correct use of the Software the Customer has access to.

Fees between the Parties is referenced in the relevant agreement between the Parties.

If the Company provides services or any kind of work to the Customer without a separate agreement in place or without a specified fee, the Company will bill the Customer on a time and material basis in accordance with the Company’s pricelist. All prices are quoted without consideration of value added tax (“VAT”) unless otherwise specifically stated.

If services or work is performed outside of the support hours, i.e. between 08:00 and 17:00 GMT on weekdays (“Support Hours”), the fee shall be subject to the following surcharges:

A 20% surcharge on the hourly rate for services or work rendered between 17:00 and 22:00 GMT on weekdays.
A 50% surcharge on the hourly rate for services or work rendered on weekends, public holidays in Iceland, and between 22:00 and 08:00 GMT on weekdays.

Services shall be paid for immediately, unless account transactions have been specially agreed upon. In such cases, the Company sends the Customer monthly invoices for the sale of services. The Company is authorized to invoice contractual services one month in advance. Invoices for services or work performed by the Company shall be issued on the last day of every calendar month, payable within 20 days (the “Due Date”). VAT may be added to monthly invoices, if applicable.

The due date of an invoice is based on the date of issue, but in general the final due date shall be 20 days after the due date. If an invoice or other contractual obligations are overdue, the Customer must pay default interest at a rate of 1.5% per month.

Objections to invoices shall be made without delay and no later than on their final due date. Invoices are otherwise considered approved by the Customer. Fees paid are nonrefundable.

Additional work is considered as all work that does not fall within the scope of an agreement between the Parties. Payment shall be made for all additional work that the Company performs for the benefit of the Customer at the Customer’s request, in accordance with a time and material basis of the Company’s pricelist or agreed business terms between the Parties. Surcharges as stated in Article 4.1 apply. If necessary, the Company shall be authorized to take action to prevent damage for the Customer without the Customer’s consent, and such actions shall be treated as additional work.

The Company reserves the right to change its price lists at any time.

The Company reserves the right to adjust agreed-upon prices in agreements between the Parties, including adjustments based on changes in the index rate and/or in fluctuations in exchange rate of the ISK against other currencies due to the Customers fees, user licenses and software that the Company provides or pays for in a foreign currency. Price changes shall in general be notified to the Customer with a thirty (30) day notice. In exceptional circumstances, such as in relation to severe currency devaluations, the Company is authorized to notify the Customer of price changes with three (3) days’ notice.

The Customer must pay for all travel and transportation costs, incl. expenses due to the following, according to the price list:

- travel costs and travel hours due to services provided at the Customer’s premises whereas the Company does not have staff permanently stationed in the area which is trained to provide the relevant service to the Customer,
- working hours and travel costs for services performed outside the agreed service hours,
- working hours during trips and travel, travel expenses and transportation fees, which fall outside of the scope of the agreed service,
- costs of travel and working hours for the Software covered by the repair and replacement service, and
- travel and transportation costs for software warranty service, intended for service at the Company’s premises.

The Customer must enable the Company to perform the part of the service that takes place at the Customer’s relevant premises and, depending on the circumstances, at a third party, e.g., by providing the Company’s staff adequate access to necessary spaces.

The Customer is also responsible for providing the Company with adequate information so that the Company can perform its services. The Customer is also responsible for the instructions and orders they give to the Company, as well as for the validity of the information provided to the Company.

The Company is responsible for ensuring that the service and the Software is in accordance with an agreement between the Parties, taking into account warranty limitations of those agreements and as stated in Articles 7-9 of these General Terms and Conditions.

An invoice for the Software or service is valid as a warranty certificate and the warranty period begins when the Software has been delivered or the service provided, or at the date of the invoice, whichever comes first.

Notifications of defects must be sent to the Company by submitting a Support Request, as stated in the Service and Support Service Terms available in the Legal Center. The Customer of the Company lose its right to claim a defect if he does not notify the Company of the defect without undue delay after becoming aware of the defect or should have been aware of the defect and its effect.

Unless otherwise specified in the Schedules, if the Customer does not file a complaint within one (1) year from the day the Customer received the Software or service, the Customer cannot later claim the defect.

The Customer cannot make any claims, of whatever type or cause, against the Company if more than two (2) years have passed since the claim arose.

In cases where the Company deems it necessary to implement technical changes in the Software, e.g., for security reasons, due to defects, reduced functionality, etc., the Company shall be permitted to do so.

Warranty of the Software developed by the Company is dependent upon its use following the Company system file descriptions, manuals, guidelines and other instructions for use. The same applies to any services provided by the Company.

The Company does not guarantee that the Software will work without errors, without operational interruptions or that all errors have been fixed. The Company has manufacturer’s liability for Software developed by the Company itself. In cases where the Company is a reseller of a software, the warranty limitations set by that software right holder apply, as long as such limitations do not conflict with Icelandic legislation.

The Company performs warranty service at its premises during its business hours, except in exceptional cases where it is necessary to perform repairs outside its business hours for the Software to operate.

The warranty for the performance of service repairs on the Software under warranty covers only the part of the Software to which the repair relates and therefore does not extend the warranty period of the product in whole.

All services are provided with reservation regarding response time. The Company does not warrant that the Software or service is defect-free, works without operational interruptions, that the Software functions correctly, or that all the Software error and other errors are fixed.

The Customer cannot claim warranty service or repair service for damage, incidents or causes that can be attributed to:

that the warranty seal has been broken or an attempt to repair has been made, or the Software has been tampered with, by someone other than an authorized party (the Company or a third party authorized by the Company),
changes in rated input voltage, electricity outage or other external influences,

disconnection, disruption in telecommunications, service, or other disruptions in the operation of the telecommunications network, whether this may have been caused to line faults, faults of connection in stations, or any other causes unless damages can be attributed to intent or gross negligence of the Company,

actions or omissions of the Customer or a third party on behalf of the Customer,

incorrect, or bad use of the Software or the Company’s services,

use of composed software from the Company and software from other parties, which the Company has not delivered in its entirety,

a software that has been installed or incorporated by the Customer or another third party on the Customer’s digital environment,

software’s functional activity from manufacturers,

any usage of software or digital data, as well as if such data are unaccounted-for or perish for any reason,

that the instructions of the manufacturer of the software and/or the Company regarding the use, load, or maintenance are not followed, or

that the failure is caused by an incorrect connection to the electrical system or the network, or the failure can be attributed to an unsuitable environment, such as due to dust, temperature or humidity.

The Company is not liable for data and its preservation, which may be stored on the Software. Therefore, before seeking warranty service, the Customer must take the necessary measures to protect the Software, digital data, and valuables on the Software.

The Company does not guarantee that software that has been marked „end of life" (EOL) by the manufacturer or the Company can be serviced, as this marking means that all support, updates, and security maintenance have been stopped by the manufacturer and/or the Company.

During the warranty period, if the Software does not function as specified, and the Company has not, within a reasonable period, been able to correct faults in the Software of similar processing capability, the Customer is entitled to terminate the use of that specific Software and discontinue any payments thereto.

If the Customer suffers damage as a result of the Company’s services, the Customer may be entitled to compensation from the Company.

The Company’s liability for damages shall however be limited to direct loss and, therefore, does not cover indirect or consequential loss or damages, including operational losses, loss of data which may result from the use of the Software or the impossibility of using it, loss of profits or goodwill or the Customer’s breach of an agreement with a third party. In addition, the Company is not liable for damages that cannot be attributed to the intent or gross negligence of the Company or its employees for whom the Company is responsible.

The Company’s liability for possible damages shall be limited as follows:

Due to subscription of the Software: The subscription price charged to the Customer for that specific Software that either caused the damage or suffered damage which has been paid for the last twelve (12) months.

Due to services: The equivalent of twelve (12) months of the service fee for that specific service that caused the damage.

The limitation of liability shall be based on the Company’s combined compensation amount based on the Parties’ agreement.

The Company’s total liability for damages can under no circumstances exceed EUR 50,000.

In the event that the Company is unable to fulfil its obligations to the Customer due to a force majeure event, the Company shall be relieved of all obligations for the duration of the force majeure event. During this period, the Customer shall have no right to invoke default remedies against the Company, including but not limited to claims for refunds, discounts, damages, cancellations, or termination.

A force majeure event is defined as an event or circumstance beyond the Company’s reasonable control, where such events cannot be mitigated through reasonable efforts. Such events and circumstances may include, but are not limited to, war, rebellions, sabotage, riots, epidemics, natural disasters, actions of administrative authorities (e.g. in foreign exchange or commercial matters), trade or port embargos, transportation disruptions, import/export prohibitions, energy shortages, and any form of cyber-attacks (e.g. hacking, Trojan horses, phishing and malware). Additionally, force majeure includes uncontrollable disruptions involving subcontractors, third-party software providers whose software is utilized by the Company, or suppliers, and similar situations that impede the Company’s ability to meet its obligations. This includes instances where the Company’s subcontractors, suppliers, third parties, or service providers are themselves impacted by a force majeure event.

If a force majeure event occurs, the Company shall notify the Customer as soon as reasonably possible. Should the force majeure event persist for thirty (30) consecutive days or more from the date of notice, the Company reserves the right to terminate or cancel its agreement with the Customer without further notice, payments or liability.

The Company reserves the right to stop providing and, depending on the circumstances, to terminate access to the Software and the Company’s services in the event of default by the Customer.

In addition to the Company’s other rights, the Company is authorized, without prior notice to the Customer, to withhold services and decline the Customer of further purchase of the Software or services if an invoice has not been paid within thirty (30) days from its final due date.

The Parties may terminate the agreements between them without notice as a result of gross negligence on behalf of the counterparty, in accordance with general rules.

Furthermore, the Company may exercise all default remedies, incl. termination, if:

the Customer does not pay the Company’s invoice within thirty (30) days from the final due date,

the Customer does not fulfil its contractual obligations to the Company within thirty (30) days from the date of a written notice from the Company challenging the Customer to fulfil its obligation,

the Customer uses the Software by other means as authorized according to the Software terms or other issued instructions regarding its use,

the Customer uses the Software in excess of the limits defined by the Company as maximum use over a specified period,

the Customer enters into bankruptcy proceedings, is granted an authorization to enter into financial reorganization or to seek a composition of creditors, or

if people other than the Company’s personnel have serviced the specific Software without the prior approval of the Company.

Among the default remedies that the Company can exercise if the Customer has failed to fulfil its obligations towards the Company, incl. in the above-mentioned manner, is to:

cancel or terminate the agreement in part or in whole,

seize the Software or make it unusable, and

collect all due and unpaid payments, in accordance with the agreement in question.

Notification of termination must be in writing and sent in a verifiable manner.

If the Company terminates an agreement, the Customer must pay accrued fees and all the Company’s costs in accordance with the agreement. The Customer shall indemnify the Company for any expenses and loss of income which the Company may incur due to the Customer’s non-compliance with the agreement.

The Parties must respect as confidential all the information they may obtain as a result of the execution of the Parties’ agreement, incl. on the subject of the agreement, the Software, related software, customers, business connections, operations, activities, financial matters, trade secret, the counterparties information, information disclosed during the term of the relevant agreement and trade practices of the counterparty. Confidentiality obligations shall survive the termination of the agreement.

The Company emphasizes that all processing of personal data shall be in accordance with the applicable data protection legislation. Insofar as the Software provided by the Company to the Customer may be considered processing of personal information by the Company on behalf of the Customer in the context of Act No. 90/2018 on Data Protection and the Processing of Personal Data (the “Data Protection Act”), and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”), the Company may require the Customer to agree and finalize a Data Processing Agreement governing such processing as required by article 25 of the Data Protection Act and article 28 of GDPR.

Regarding the Company’s processing of personal data, a reference is made to the Company’s Privacy Policy, which can be found on the Legal Center.

The Customer cannot assign, mortgage, charge, or otherwise transfer or sub-license any of their rights or duties under these General Terms and Conditions and the Schedules without the prior written consent of the Company. The Company can assign, mortgage, charge, or otherwise transfer and sub-license its rights or duties subject to these General Terms and Conditions and the Schedules without the prior written consent of the Customer.

The Company may outsource projects in connection with agreements between the Parties, in part or in whole, to third parties, to the extent permitted by law and, and the conditions laid out in, the Company’s Privacy Policy.

If any provisions of these General Terms and Conditions or the Parties agreements are in conflict with mandatory laws and regulations applicable to them or if such provisions are deemed invalid by a court, such provisions shall be reworded in such a way as to minimize the distortion of the original purpose of the Parties within the framework of the respective laws and court rulings, and the provisions of these General Terms and Conditions and/or agreements of the Parties shall otherwise remain in full force.

These General Terms and Conditions shall not be deemed to create any partnership, joint venture or employment relationship between the Parties.

The individual accepting and agreeing to these General Terms and Conditions and the Schedules on behalf of the Customer represents and warrants that they have the authority to bind the Customer to these General Terms and Conditions and the Schedules. If the individual does not have such authority or does not accept these General Terms and Conditions and the Schedules, the Customer is not authorized to access or use the Software, services or other provided by the Company, and the individual may be deemed liable.

General Terms and Conditions

1 Business with Wisefish ehf.

1.1 Scope of these General Terms and Conditions

1.2 Agreement of the Parties

1.3 Termination of an agreement

1.4 Rights and obligations upon termination

2 Sale and use of software

2.1 Use of Software

2.2 Third party software

2.3 The Customer’s responsibility for a software license

3 Services provided

4 Payment and Terms of Payment

4.1 In general

4.2 Additional work

4.3 Changes to the fees

4.4 Travel costs

5 The Customer’s obligations

6 Warranty of defects

6.1 In general

6.2 Warranty for services and the Software

7 Exceptions to the Company’s warranty

8 Limitations of liability

9 Force majeure

10 Defaults and default remedies

11 Confidentiality obligations

12 Data protection

13 Intellectual property rights

14 Wisefish's website

15 Miscellaneous

15.1 The Customer’s contractual relationship with third parties

15.2 Assignment of rights and subcontractors

15.3 Other

15.4 Governing law and jurisdiction

17 Amendments to these General Terms and Conditions

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