Last updated: March 1st 2023
1.1 These General Terms form part of the Agreement concluded between the Customer and Normative (each a “party” and jointly the “Parties”) in respect of Normative’s Services and are incorporated in the Agreement between the Customer and Normative by reference in the Order Form and/or by reference on www.normative.io. By creating a user account on the Normative website or an authorized third-party website (as applicable), or by executing an Order Form, the Customer consents to be bound by the Agreement. In the event of conflicting terms in the Order Form and these General Terms, the terms of the Order Form shall prevail.
1.2 These General Terms will in all respects replace and supersede any previously agreed general terms and conditions between the Customer and Normative in relation to the Services and/or Professional Services provided by Normative as of this date.
2.1 In the Agreement, the following definitions apply.
“Accounting Period” means the period of time, as set out in the Order Form, or as agreed in writing between the parties during any Renewal Term, for which the Customer uploads data for carbon accounting purposes.
“Administrator User” means a User with authorization for full user rights to the Service, including uploading, downloading and modifying data in the Service.
“Agreement” means the agreement between the Customer and Normative regarding the Service on the terms and conditions set out in an Order Form, these General Terms and any applicable Statement of Work(s), including any other documents referenced in an Order Form, these General Terms and any applicable Statement of Work(s).
“Applicable Privacy Laws” means all applicable international, national, federal, and state data protection and privacy laws (including EU Privacy Law as applicable to the processing of Personal Data in the European Union).
“Confidential Information” has the meaning set forth in section 12.
“Controller” means an entity that determines the purposes and means of processing Personal Data.
“Customer” means the legal entity that obtains the subscription of Service and/or has assumed payment responsibility for the Service as set out in an Order Form.
“Customer Data” means all data, information or material uploaded to, or transmitted via the Service, by the Users, application or automated system using the Customer’s account, however excluding any Performance Data.
“EU Privacy Law” means: (i) from 25 May 2018 onwards, EU Regulation 2016/679 (the General Data Protection Regulation; “GDPR”) and any applicable national legislation made under or pursuant to it; and (ii) EU Directive 2002/58/EC and any applicable national legislation implementing it; in each case as amended or superseded.
“Feedback” refers to any customer communication for support, and any suggestion or idea for improving or otherwise modifying any of Normative’s products or services, including but not limited to the Service and/or the Professional Services.
“Full-time employee” or “FTE” means an employee of the Customer who is regularly scheduled on a forty (40) hour week in a seven (7) day period.
“Initial Term” means the initial contract term during which the Customer subscribes to the Service as set out in the Order Form.
“Normative” means the legal entity Normative AB with company registration number 556967-7361.
“Order Form” means the order form(s), including any supplements thereto, that the Customer has executed to confirm its subscription of the Service on the terms and conditions set out in the Order Form and in these General Terms.
“Performance Data” has the meaning set out in section 8.
“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Professional Services” means such Normative services to be provided especially for the Customer as agreed in a Statement of Work and/or Order Form, which may include project startup, data collection, training and/or consultancy services or the like.
“Professional Services Fees” means the fees for Professional Services as set forth in an Order Form and/or Statement of Work.
“Renewal Term(s)” means the subsequent term following automatic renewal of the Initial Term or a Renewal Term as set out in section 17.
“Service” means the Normative technology and cloud-based solution being a subscription based service offered to Normative’s customers, including all versions thereof.
“Statement of work” means a statement of work for Professional Services executed by the parties with reference to this Agreement.
“Subscription Fee” means the fees for the Service as are set forth on the Order Form.
“Term” means the Initial Term together with any and all Renewal Term(s) (if any).
“Users” means those individuals (being employees, consultants, suppliers and/or other third parties) who are authorized and appointed by the Customer, to access and use the Service for the benefit of the Customer either as an Administrator User or as a View Only User.
“View Only User” means a User with authorization for user rights limited to accessing the Service to view the data and the results presented therein.
3.1 Subject to the terms of the Agreement, Normative hereby grants the Customer a non-exclusive license to use the Service in such quantities as are set forth in the applicable Order Form, during the Term, and as necessary for Customer’s business purposes. Such business purposes do not include use by any parent, subsidiary, or affiliate of the Customer, or any other third party other as specifically authorized as a User on behalf of the Customer under the Agreement. For the avoidance of doubt, the Customer is fully liable and responsible for its User’s compliance with the terms of the Agreement as well as all Users’ acts and omissions as for its own acts and omissions in the use of the Service.
3.2 The Service and their features are described on www.normative.io, and/or in documentation provided by Normative. The Customer is aware that Normative may at any time implement new versions and upgrades of the Service without prior notice. Furthermore, Normative may revise the features and functions of the Service at any time without any notice, provided no such revision materially reduces features or functionality provided pursuant to an outstanding Order Form.
3.3 The Service is normally available over the Internet 24 hours a day, 7 days a week. Normative does not guarantee that use of the Service will be uninterrupted or error free but reserves the right to make updates, improvements and error corrections that may temporarily affect access to the Service. Normative will schedule planned maintenance to the extent practicable during weekends and/or outside normal business hours in Sweden.
4.1 Normative will, as part of the Service and at no additional cost to the Customer, provide the Customer with technical support related to the Customer’s access and use of the Service. Any such technical support shall be provided in Normative’s sole discretion without any warranty and Normative may determine that a technical issue is beyond the scope of the standard technical support. The technical support will be provided during normal business hours on days when commercial banks are open to the general public in Sweden, unless otherwise agreed in writing.
5.1 The Customer shall promptly furnish, or as applicable ensure that the Users furnish, all Customer Data and other information required for Normative’s provision of the Service and Professional Services under the Agreement.
5.2 The Customer represents and warrants that it will only use the Service (and any part thereof) in full compliance with applicable laws and the Agreement. The Customer shall not use, or permit the use of, the Service in any manner that, in Normative’s reasonable opinion, involves or attempts any of the following:
(a) violating or circumventing (or encourage anything that would violate or circumvent) any applicable laws, rules, regulations or third-party rights;
(b) damaging, overburdening, disabling, impairing or otherwise hindering or interfering with Normative’s provision of the Service;
(c) allowing third parties to exploit the Service, except as specifically authorized by this Agreement;
(d) providing passwords or other log-in information to any third party, except as specifically authorized by this Agreement;
(e) sharing non-public Service features or content with any third party;
(f) modifying, creating derivative works from, distributing, publicly displaying, publicly performing, or sublicensing the Service;
(g) reverse engineering, decompiling, disassembling, or otherwise attempting to derive source code or other trade secrets from the Service;
(h) access the Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Service, or to copy any ideas, features, functions or graphics of the Service;
(i) distributing viruses, malicious software, use any worms, Trojan horses, cancelbots, spyware, corrupted files, time bombs, robots, scrapers, spiders or any other automatic means to access, damage, disrupt or interfere with the Service (or any part thereof) for any reason; or
(j) engaging in web scraping or data scraping on or related to the Service, including without limitation collection of information through any software that simulates human activity or any bot or web crawler.
5.3 Without limiting the generality of section 11.1, if Normative suspects any breach of the requirements of this section 5, including without limitation by Users, Normative may (i) limit, suspend and/or deny Customer’s access to the Service without advanced notice and (ii) take technical and/or legal steps to prevent further use of the Service (or part thereof), in addition to such other remedies as Normative may have. Normative will provide written notice of such suspension or limited access to Customer along with reasonable details of alleged breach so that Customer may cure such breach within thirty (30) days of the notice; and if Customer fails to cure such breach, Normative may terminate the Customer’s accounts.
5.4 Any and all Customer Data uploaded to, transferred through, processed or entered into the Service by the Customer and/or Users shall be the sole responsibility of the Customer. The Customer shall only use the Service with Customer Data originating from the Accounting Period as set out in the applicable Order Form, or as agreed in writing between the parties during any Renewal Term.
6.1 The Customer shall: (i) pay Normative the fees for the Service (“Subscription Fees”), as well as such fees for Professional Services (“Professional Services Fees”) as set forth in the Order Form and/or Statement of Work; and (ii) reimburse such expenses as Normative reasonably incurs in provision of Professional Services. Professional Services quantities listed in a Statement of Work are estimates, except to the extent that the Order Form / Statement of Work specifically provides to the contrary. Payment obligations are non-cancellable and Normative will not be required to refund Subscription Fees or Professional Services Fees under any circumstances, except as explicitly set out under this Agreement. All fees are stated exclusive of VAT.
6.2 Customer agrees and acknowledges that the Order Form may stipulate limits on the Customer’s rights to use the Service or other conditions or parameters affecting its use of the Service, including (without limitation) number of FTEs, Users and/or the volume of Customer Data processed through the Service. If the Customer has exceeded any such applicable limits, then without prejudice to Normative’s other rights, Normative shall be entitled to increase the Customer’s Subscription Fees accordingly going forward.
6.3 Unless otherwise agreed, all payment and invoicing shall be done annually in advance and invoices are due within thirty (30) days of issuance. For late payment, Customer shall pay interest charges from the time the payment was due at a rate of 8% (eight percent) per annum or the higher statutory interest rate calculated in accordance with the Swedish Interest Act (Räntelag (1975:635)). In addition, Normative may charge the Customer late reminder fees.
6.4 The Customer shall promptly notify Normative of any change of address.
7.1 Solely to the extent needed for fulfilling its rights and obligations under the Agreement as well as for the purpose of developing and/or improving the functionalities and features of the Service, Customer grants Normative a perpetual, world-wide, irrevocably, and royalty-free right to use Customer Data in any manner and form during the Term and in aggregated form after termination and/or expiry of the Agreement.
7.2 It is the sole obligation of the Customer to ensure that it possesses necessary back-up of Customer Data that the Customer desires to retain upon termination of the Agreement.
7.3 The Customer acknowledges and agrees that, following expiry or termination of this Agreement, the Customer will not have access to the Service or to any Customer Data stored in or as part of the Service. Normative may delete and destroy Customer Data in accordance with Normative’s standard procedures for deletion of data, back-up and administration as applied by Normative from time to time.
8.1 Notwithstanding anything else in the Agreement, Normative shall have the right to monitor the Customer’s use of the Service and Normative shall retain all right, title and interest in data and data elements collected by the Service which, as applicable, pertains to the usage and performance of the Service (“Performance Data”). Without limiting the foregoing, Normative may collect and use Performance Data for the purpose of compiling statistical and performance information, and to improve predictive capabilities related to the provision and operation of the Service. Normative may make such Performance Data publicly available, provided that it does not reflect Personal Data and/or contain Confidential Information of the Customer.
9.1 Normative retains all right, title, and interest in and to the Service, including without limitation all components used to provide the Service (except for as described in 9.3), all graphics, user interfaces, logos, and trademarks reproduced through the Service. This Agreement does not grant Customer any intellectual property license or rights in or to the Service or any of its components, except to the limited extent that this Agreement specifically sets forth Customer license rights to the Service. Customer recognize that the Service and its components are protected by copyright and other laws.
9.2 The Service is licensed, not sold, to the Customer. During the Term, the Customer (including the Users) are granted a worldwide, personal, non-exclusive, non-transferable and non-sublicensable right to use the Service. The Customer (including Users) may not assign, transfer or sub-license this license, its rights under these General Terms or the Agreement, or any part thereof to any third party.
9.3 Any third-party software (if any) included in the Service is licensed to the Customer in accordance with the respective third-party license terms for such software. If any such third-party license terms are applicable to the Customer’s (including the Users’) use of the Service, Normative will notify the Customer in writing in advance of the application of such third-party license terms.
9.4 Normative shall own all Feedback. Normative has not agreed to and does not agree to treat as confidential any Feedback that the Customer or Users provide to Normative, and nothing in the Agreement or in the parties’ dealings arising out of or related to the Agreement will restrict Normative’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the Customer or other User in question. The Customer hereby grants Normative a perpetual, irrevocable right and license to exploit Feedback in any and every way. Feedback will not constitute the Customer’s trade secret. The Customer hereby undertakes to make all assignments and take all reasonable acts necessary to accomplish the foregoing assignment to and ownership by Normative.
9.5 The provisions under this section 9 shall survive any expiration, termination or cancellation of this Agreement.
10.1 Unless otherwise agreed, Normative owns the right to disclose the fact that the Customer is a paying customer of Normative and the Customer agrees that Normative may use the Customer’s name and logo to identify the Customer as a customer of Normative on www.normative.io and in other promotional and marketing material.
11.1 In addition to what is otherwise agreed under this Agreement, Normative reserves the right to immediately suspend the delivery of the Service or to immediately close all the Customer’s accounts and terminate the Agreement, if the Customer uses or has declared its intent to use the Service in violation of the Agreement, Normative’s instructions, or any laws or regulations.
11.2 Any suspension of the Services by Normative will not relieve the Customer of its payment obligations under this Agreement.
12.1 In connection with this Agreement, each party (“Recipient”) may receive Confidential Information of the other party (“Discloser”) or in respect of third parties to whom Discloser has a duty of confidentiality. The parties hereby undertake to treat such information as confidential and not to disclose such information except as set forth herein. “Confidential Information” means non-public information that is confidential or proprietary in nature, in any form, that is in the Recipient’s possession (regardless of the method of acquisition) that the Discloser designates as confidential to Recipient or should be reasonably known by the Recipient to be Confidential Information due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. Confidential Information shall not include information that is: (i) in or becomes part of the public domain (other than by disclosure by Recipient in violation of this Agreement); (ii) previously known to Recipient without an obligation of confidentiality and demonstrable by the Recipient; (iii) independently developed by Recipient without use of Discloser’s Confidential Information; or (iv) rightfully obtained by Recipient from third parties without an obligation of confidentiality.
12.2 The Recipient agrees: (i) not to disclose any Confidential Information to its principals, employees, advisers, or agents, except as may be reasonably necessary for using or providing the Service and who are subject to agreement and policies requiring them to maintain the confidentiality of the information received; (ii) to take precautions to protect the confidentiality, and to avoid unauthorized disclosure, use, reproduction, summarization or distribution, of Confidential Information that are at least commensurate with the precautions the Recipient takes to protect its own confidential information of similar importance, but that in any event reflect a level of care that is at least reasonable care; and (iii) to notify Discloser in writing of any use of Confidential Information in violation of this provision that may come to its attention.
12.3 The preceding obligations will not apply to the extent any governmental, regulatory or administrative authority requires the disclosure of any Confidential Information.
12.4 The provisions under this section 12 shall survive any expiration, termination or cancellation of this Agreement.
13.1 Normative warrants that the Service will under normal use and circumstances perform substantially and materially in accordance with how the Service is presented on www.normative.io or in documentation provided by Normative to the Customer.
13.2 Except for the express warranties set forth in section 13.1 above the Service is provided on an “AS IS” basis. To the furthest extent permitted under applicable law, Normative expressly disclaims and excludes from the Agreement all other conditions, terms and/or warranties of any kind with respect to the Service, whether express or implied, including without limitation any conditions, terms and/or warranties for merchantability of the Service and/or for the fitness of the Service for a particular purpose and/or the correspondence of the Service to any description and/or that the Service will be uninterrupted and/or error free and/or completely secure. The Customer acknowledges that there are risks inherent in Internet connectivity that could result in the loss of privacy, Confidential Information and property.
14.1 Customer shall be solely responsible for the acts and omissions of all its Users. Normative shall not be liable for any loss of data or functionality caused directly or indirectly by the Users.
14.2 Normative shall not be liable for loss of profits, business, contracts, revenue or anticipated savings or any other indirect or consequential costs, losses or damages. Such limitation shall however not apply to the extent that such costs, losses or damages are shown to have been caused by Normative with intent or gross negligence.
14.3 Defects and deficiencies in the Service is regularly rectified during scheduled maintenance. In the event of major defects that seriously impede the Customer’s use of the Service and that are attributable to Normative, Normative undertakes to use its best reasonable efforts to rectify such defect without unreasonable delay. Said rectification of the Service and features therein is Normative’s sole liability in relation to operational disruption or errors that impede data traffic or otherwise the use of the Service.
14.4 Normative’s liability under this Agreement shall under all circumstances be limited to an aggregate amount that, corresponds to the agreed Subscription fees paid by the Customer for the Service during the period of twelve (12) months immediately preceding the event causing liability.
15.1 Each party shall be entitled to suspend performance of its obligations under the Agreement to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: industrial disputes and any other circumstance beyond the reasonable control of the affected party such as fire, war, extensive military mobilization, acts of terror, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstances referred to in this section 15. A circumstance referred to above which has occurred prior to the formation of the Agreement shall give a right to suspension only if its effect on the performance of the Agreement could not be foreseen at the time of the formation of the Agreement. The party claiming to be affected by force majeure shall notify the other party in writing without delay immediately upon the commencement of the event of force majeure.
16.1 Customer may not use the Service in a manner contrary to applicable law and regulation.
17.1 This Agreement enters into force upon execution by the Customer of an Order Form, or when the Customer creates a user account on the Normative website, and the Agreement remains in force and effect during the Term.
17.2 If not otherwise specified in the Order Form, the Agreement shall automatically renew for additional periods of twelve (12) calendar months (a Renewal Term), unless either party gives the other written notice of non-renewal at least two (2) months before the end of the applicable Initial Term or Renewal Term.
17.3 The Subscriptions Fee as well as the Professional Services Fees during any such Renewal Terms shall be the same as that during the prior Initial Term or Renewal Term, unless Normative has given the Customer a written notice of an increase of the fees at least three (3) months prior to the end of such prior term, in which case the fee increase shall be effective upon the start of the new Renewal Term.
17.4 Each party shall be entitled to prematurely terminate the Agreement in writing where the other party is in material breach of its obligations under the Agreement and fails to effect rectification within ten (10) days of a written demand therefore or if the other party becomes bankrupt or otherwise insolvent. Upon termination by the Customer for material breach under this section 17.4, Normative shall refund the Customer any prepaid fees for the remainder of the Agreement period. Upon termination by Normative for material breach under this section 17.4, the Customer shall pay all fees for the remainder of the Agreement period.
17.5 Termination shall be made in writing and shall be signed by the terminating party. The Customer’s termination shall be sent to Normative’s main office or by email to [email protected]. A non-payment is not considered to constitute a termination.
18.1 Normative reserves the right at any time to amend these General Terms without notice and to impose new or additional terms or conditions on Customer’s use of the Service; provided however that Normative gives Customer thirty (30) days’ advance notice if any material adverse change is made, unless it would not be reasonable to do so due to circumstances arising from legal, regulatory, or governmental action; to address user security, user privacy, or technical integrity concerns; to avoid service disruptions to other users; or due to a natural disaster, catastrophic event, war, or other similar occurrence outside of Normative’s reasonable control. Such amended General Terms will thereafter govern and apply to the entire Agreement and in all respects replace and supersede any previously agreed general terms and conditions between the Customer and Normative.
18.2 In the event that Normative does make material adverse changes to the General Terms, Customer will have the right to terminate this Agreement and its account until the end of the current Term. Where the Agreement is not terminated by the Customer within fourteen (14) days of receiving notice of any material adverse change, the Customer shall be deemed to have accepted the new terms and conditions of the Agreement.
19.1 Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding the above, Normative shall be entitled, in whole or in part, to assign its rights and obligations under the Agreement without the Customer’s prior consent (i) to a company within the same group of companies as Normative; or, (ii) in connection with a sale of all, or substantially all, of the assets of Normative to a third party.
20.1 If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
21.1 This Agreement shall be governed by the laws of Sweden without reference to its principles on conflict of laws.
21.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof shall be settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce, the “SCC Institute”. However, a party may elect to initiate court proceedings concerning non-payment. Where the amount in dispute does not exceed EUR 100,000 the SCC Institute’s Rules for Expedited Arbitrations shall apply. Where the amount in dispute exceeds EUR 100,000 the rules of the SCC Institute shall apply. Where the amount in dispute exceeds EUR 100,000 but not EUR 500,000 the arbitral tribunal shall be composed of a sole arbitrator. Where the amount in dispute exceeds EUR 500,000 the arbitral tribunal shall be composed of three (3) arbitrators. The amount in dispute includes the claimant’s claims in the request for arbitration and any counterclaims in the respondent’s reply to the request for arbitration.
21.3 The place of arbitration shall be Stockholm, Sweden. The arbitration proceedings shall, if not otherwise agreed by the parties, be conducted in the Swedish language if the Customer is incorporated in Sweden and otherwise in the English language.
21.4 Notwithstanding any other provisions of this section 21, any action for collection of any payment obligation may be brought in any court with competent jurisdiction. Furthermore, as unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to a party that may be difficult to ascertain, each party shall in addition have the right to seek and obtain immediate injunctive relief in any court with competent jurisdiction to enforce obligations under this Agreement.