Last updated: December 12th 2023
Previous General Terms updated March 1st 2023 can be found here: https://normative.io/general-terms/march-2023
1.1 These General Terms forms 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.
1.2 By creating any type of user account or profile on the Normative website and/or Service or an authorised third-party website (as applicable), or by executing an Order Form, or otherwise accessing or using the Service, the Customer and/or Value Chain Company consents to be bound by the Agreement (in applicable parts).
1.3 In the event of conflicting terms in the Order Form and these General Terms, the terms of the Order Form shall prevail.
1.4 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.
1.5 In the event the Normative Service is accessed, in part or in whole, in accordance with section 3 (Trials and Betas) and/or in connection with Normative’s Service offering for Value Chain Company these General Terms will apply with the limitations as set out in section 27 (Applicability).
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.
“Affiliate” means any corporation or other business entity that directly or indirectly controls, is controlled by or is under common control with a Party. Control means direct or indirect ownership of or other beneficial interest in fifty percent (50 %) or more of the voting stock, other vesting interest, or income of a corporation or other business entity.
“Applicable Privacy Laws” means all applicable international, national, federal, and state data protection and privacy laws (including the General Data Protection Rules “GDPR” as applicable to the processing of Personal Data in the European Union).
“Confidential Information” has the meaning set forth in section 16.
“Customer” means the legal entity that obtains the subscription of 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, through an application or automated system or any third party system using either the Customer’s, or the Value Chain Company’s account, however excluding any Performance Data.
“Fees” means all fees payable under the Agreement, including but not limited to subscription or Professional Service fees as set out in the Order Form and/or Statement of Work.
“Feedback” refers to any 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 and/or the duration of which the Value Chain Company has access to the Service.
“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 use or 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 11.
“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.
“Renewal Term(s)” means the subsequent term following automatic renewal of the Initial Term or a Renewal Term as set out in section 21.
“Service” means the Normative technology and cloud-based solution, including all versions thereof.
“Statement of Work” means a statement of work for Professional Services executed by the Parties forming part of this Agreement.
“Term” means the Initial Term together with any and all Renewal Term(s) (if any).
“Third-Party Software” means software and/or data provided by a third-party including but not limited to open source software provided by Normative within the Service pursuant to a licence that the software or data combined and/or distributed with it being licenced for the purpose of making derivative works.
“Users” means those individuals (being employees, consultants, suppliers and/or other third parties) who are authorised and appointed by either the Customer and/or Value Chain Company, to access and use the Service.
“Value Chain Company” means any legal entity or organisation taking part of Normative’s Service offering either by creating a Value Chain Company account and/or by accessing, uploading data, or making data available to or from the Service without being a subscriber to the Service. A Value Chain Company shall have all the same obligations and rights as a Customer unless stated otherwise within the General Terms.
3.1 Access to our Service or features of the Service may be offered on a trial basis or as a beta or early access offering (“Trials and Betas”). Trials and Betas will be made available for internal evaluation purposes only, are optional and may be inoperable, incomplete or include features that may not be released. If access to the Service is offered on a trial basis, the applicable provisions of this Agreement will also govern such access.
3.2 Notwithstanding anything else in this Agreement, Normative provides Trials and Betas on an “AS IS” basis with no warranty, indemnity or support and its liability for Trials and Betas shall not exceed five thousand euros (€5,000) in aggregate. Either party may terminate Trials and Betas at any time and for any reason.
3.3 The following clauses shall not be applicable to Trials and Betas: 10 (Standard Technical Support); 13 (Reference); 15 (Discontinuation of Services); 17 (Limited Warranty); 18 (Limitations of Liability); 21 (Term and Termination).
4.1 Subject to the terms of the Agreement, Normative hereby grants the Customer a non-exclusive, non-sublicensable licence to use the Service in such quantities as are set forth in the applicable Order Form, during the Term, and for the Customer’s business purpose.
4.2 The Customer’s business purpose includes such authorised usage as defined by the Order Form. The Customer may not sublicense the Services to third parties, nor provide third parties access to the Service other than as specifically authorised as Users or as otherwise specified under this Agreement and/or in the Order Form. The foregoing does not prevent the Customer from sharing the output of the Services to its Affiliates and/or third parties as part of its business purpose.
4.3 For the avoidance of doubt, the Customer is fully liable and responsible for its Users’ compliance with the terms of the Agreement as well as its Users’ acts and omissions as if they were the actions and omissions of the Customer and the Customer will take all reasonable steps to ensure that no unauthorised persons shall have access to the Service.
4.4 The Service and its features are described on www.normative.io, and/or in documentation provided by Normative. The Customer and/or Value Chain Company 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.
4.5 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.
5.1 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 and/or Value Chain Company 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.
5.2 It is the sole obligation of the Customer and/or Value Chain Company to ensure that it possesses necessary back-up of Customer Data at all times. The Customer and/or Value Chain Company acknowledges and agrees that, following expiry or termination of this Agreement, the Customer and/or Value Chain Company will not have access to the Service or to any Customer Data stored in or as part of the Service and Customer and/or Value Chain Company will be solely responsible for maintenance of Customer Data after such point. 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.
6.1 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.
6.2 The Customer and/or Value Chain Company represents and warrants that it will only use the Service (and any part thereof) in full compliance with the Agreement and applicable laws. The Customer and/or Value Chain Company 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 authorised by this Agreement;
(d) providing passwords or other log-in information to any third party, except as specifically authorised 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.
6.3 Without limiting the generality of section 14.1, if Normative suspects any breach of the requirements of this section 6, including without limitation by Users, Normative may (i) limit, suspend and/or deny 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 the relevant Party along with reasonable details of alleged breach so that the relevant Party may cure such breach within thirty (30) days of the notice; and if the Party fails to cure such breach, Normative may terminate the Party’s accounts.
6.4 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.
7.1 The Customer shall: (i) pay Normative the 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 and/or Statement of Work specifically provides to the contrary. Payment obligations are non-cancellable and Normative will not be required to refund Fees under any circumstances, except as explicitly set out under this Agreement. All Fees are stated exclusive of VAT.
7.2 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) Customer entities, number of Full-time Employees, 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 Fees accordingly going forward. In addition to the Fees, Normative may also charge the Customer for such out of scope services as requested by the Customer and agreed between the Customer and Normative from time to time.
7.3 Unless otherwise agreed in writing, all payment and invoicing shall be done annually in advance and invoices are due within thirty (30) days of issuance. For late payment, the 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.
7.4 The Customer shall promptly notify Normative of any change of address.
8.1 Subject to the terms of the Agreement, and for the purpose of accessing and contributing to the Normative Service, Normative grants the Value Chain Company and its Affiliates, as applicable, a non-exclusive licence to view, upload, transfer, access, share and process its Customer Data in the Service. For the avoidance of doubt, the Value Chain Company is fully liable and responsible for its Users’ compliance with the terms of the Agreement as well as all Users’ acts and omissions as if they were the acts and omissions of the Value Chain Company and the Value Chain Company will take all reasonable steps to ensure that no unauthorised persons shall have access to the Service.
8.2 Any and all Customer Data uploaded to, transferred through, processed or entered into the Service by the Value Chain Company and/or its Users shall be the sole responsibility of the Value Chain Company. The Value Chain Company warrants that the Customer Data uploaded or entered into the Service by the Value Chain Company and/or its Users is true to the best of their knowledge at the time of submission, and that the Users of the Value Chain Company has the authority to upload and/or enter the data into the Service.
9.1 The Customer and Value Chain Company acknowledges and agrees that Customer Data may, upon explicit consent, be shared with another Customer, Value Chain Company or any other Party within the Service as part of the Value Chain Engagement in accordance with clause 8.1 and subject to section 12.3.
9.2 The Customer and/or Value Chain Company acknowledges and agrees that once they agree to share Customer Data with another Customer within the Service, or choose to share any third party data through the Service, that this is an irrevocable action. In the event that the Customer and/or Value Chain Company wishes to stop sharing any future data, Customer and/or Value Chain Company acknowledges that they have the right to stop sharing any future data with any Customer with ten (10) days’ written notice to Normative [email protected].
9.3 The Customer acknowledges and agrees that any Customer Data deriving from a Value Chain Company, another Customer or any other third party system included in the Customer emission calculations is used at the Customer’s own risk, and that Normative takes no responsibility for the completeness or accuracy of the same.
9.4 In the event that Customer Data has been shared in error, the Customer or Value Chain Company may place a request with Normative at [email protected] to rectify, replace, or delete the shared Customer Data, which Normative may accommodate at its sole discretion by applying Normative’s at the time applicable standard procedures.
10.1 Normative will, as part of the Service and at no additional cost to the Customer and/or Value Chain Company, provide the Customer and/or Value Chain Company with technical support related to the Customer’s and/or Value Chain Company’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.
11.1 Notwithstanding anything else in the Agreement, Normative shall have the right to monitor the Customer’s and the Value Chain Company’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 include Personal Data and/or contain Confidential Information of the Customer or Value Chain Company.
12.1 Normative owns and 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 12.4), all graphics, user interfaces, logos, and trademarks reproduced through the Service. This Agreement does not grant Customer and/or Value Chain Company any intellectual property licence or rights in or to the Service or any of its components, except to the limited extent that this Agreement specifically sets forth Customer licence rights to the Service. The Customer recognizes that the Service and its components are protected by copyright and other laws.
12.2 The Service is licensed, not sold, to the Customer. During the Term, the Customer (including its Users) are granted a worldwide, personal, non-exclusive, non-transferable and non-sublicensable right to use the Service. The Customer (including its Users) may not assign, transfer or sub-license this licence, its rights under these General Terms or the Agreement, or any part thereof to any third party.
12.3 Customer and/or Value Chain Company owns and retains all right, title, and interest in their Customer Data, including any intellectual property rights. Value Chain Company and/or Customer, in the event that they choose to share their Customer Data, grants to Normative and any Customer that has been granted Customer Data by consent of the Value Chain Company and/or Customer, a worldwide, perpetual, non-revocable, non-exclusive, non-transferable, non-sublicensable licence to use the shared Customer Data as part of the Service.
12.4 Customer and/or Value Chain Company acknowledges that the Service may contain Third-Party Software and that any such software included in the Service is licensed to the Customer and/or Value Chain Company in accordance with the respective third-party licence terms. If any such third-party licence terms are applicable to the Customer’s and/or Value Chain Company’s (including the Users’) use of the Service, Normative will notify the Customer and/or Value Chain Company in writing in advance of the application of such third-party licence terms. The Customer further acknowledges that Normative may, during the Term, and at its sole discretion: (a) source and obtain alternative licences and/or distribution rights to replace any third-party software and/or data included in the Services; or (b) develop a similar or alternative software and/or data to replace such terminated third-party software and/or data.
12.5 Normative shall own all Feedback. Normative has not agreed to and does not agree to treat any Feedback provided to Normative as confidential, 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 Party in question. The relevant Party hereby grants Normative a perpetual, irrevocable right and licence to exploit Feedback in any and every way. Feedback will not constitute the Party’s trade secret. The relevant Party hereby undertakes to make all assignments and take all reasonable acts necessary to accomplish the foregoing assignment to an ownership by Normative.
12.6 The provisions under this section 12 shall survive any expiration, termination or cancellation of this Agreement.
13.1 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.
13.2 In the event that the Value Chain Company creates an account within the Service Normative will own the right to disclose that the Value Chain Company is available in the Normative Service to other Customers and/or Value Chain Companies for the purpose of providing the Value Chain Engagement as per section 9. Notwithstanding the foregoing, neither Normative nor the Customer may publicly disclose that the Value Chain Company is available within Normative Service without the prior written consent of the Value Chain Company.
14.1 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 accounts or profiles or restrict access and terminate the Agreement, if the relevant Party uses or has declared its intent to use the Service in violation of the Agreement, Normative’s instructions, or any laws or regulations.
14.2 Any suspension of the Service by Normative will not relieve the Customer of its payment obligations under this Agreement.
15.1 Normative reserves the right to discontinue the licensing, provision of the Service or any features within the Service for any reason and at any time, upon providing the Customer with twelve (12) months prior written notice. For avoidance of doubt any upgrades or changes to the Service or features within the Service in accordance with clause 4.4 would not constitute a discontinuation of Services as stated in this clause 15.1. Discontinuance in accordance with this clause 15.1 will not be deemed a termination or breach of this Agreement.
15.2 If a discontinuation is made in accordance with section 15.1 the following applies: (i) if there is a replacement product or service or new feature available with similar functionality as the discontinued part on the date that the discontinuance becomes effective, and such replacement product or service or new feature available will then be deemed to be the Service (or part of the Service) under this Agreement; or (ii) if there is no replacement product or service or new feature available with similar functionality as the discontinued part on the date that the discontinuance becomes effective, the licence to the discontinued part will automatically terminate on the date that the discontinuance becomes effective.
16.1 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.
16.2 The Recipient agrees: (i) to only use the Confidential Information in order to perform its obligations under this Agreement; and (ii) not to disclose any Confidential Information to its principals, employees, advisers, or agents, except on a need to know basis and who are subject to agreement and policies requiring them to maintain the confidentiality of the information received; and (iii) to take precautions to protect the confidentiality, and to avoid unauthorised 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.
16.3 The preceding obligations will not apply to the extent any governmental, regulatory or administrative authority requires the disclosure of any Confidential Information. The Recipient to the extent it is lawful to do so will notify the Discloser of the request of a disclosure giving the Discloser reasonable opportunity to respond, and shall cooperate with the Discloser’s reasonable, lawful efforts to resist, limit or delay disclosure at the Discloser’s expense, and except for making such required disclosure, such information will otherwise continue to be Confidential Information.
16.4 The Parties acknowledge and agree that use and provision of the Service may include sharing of Customer Data in accordance with clause 9.1 above, and further that in the event that such Customer Data contains Confidential Information that such disclosure is deemed an authorised disclosure under this Agreement and will not be considered a breach of the confidentiality obligation stated herein.
16.5 The provisions under this section 16 shall survive any expiration, termination or cancellation of this Agreement.
17.1 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 and/or Value Chain Company.
17.2 Except for the express warranties set forth in section 17.1 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 and/or that any data uploaded to, transferred through, processed or entered into the Service by a Value Chain Company or a Customer or other, will be complete or accurate or fit for a particular purpose. The Customer and/or Value Chain Company acknowledges that there are risks inherent in internet connectivity that could result in the loss of privacy, Confidential Information and property.
18.1 Customer and/or Value Chain Company 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.
18.2 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 however arising and whether or not such Party had been advised of the possibility of such loss or damage. 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.
18.3 Normative shall not be liable for any errors resulting in incorrect data uploaded to the Service by a Value Chain Company and/or Customer which has been subsequently shared within the Service.
18.4 Defects and deficiencies in the Service are regularly rectified during scheduled maintenance. In the event of major defects that seriously impede the Customer’s and/or Value Chain Company’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
18.5 Normative’s liability under this Agreement shall under all circumstances be limited to an aggregate amount that corresponds to the agreed Fees paid by the Customer for the Service during the period of twelve (12) months immediately preceding the event causing liability. In respect of Normative’s liability whether in contract tort or otherwise, in respect of any Value Chain Company under this Agreement shall not exceed five thousand euros (€5,000) in aggregate.
19.1 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 mobilisation, 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 19. 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.
20.1 Customer and/or Value Chain Company may not use the Service in a manner contrary to applicable law and regulation.
21.1 This Agreement enters into force upon execution by the Customer of an Order Form, when the Customer and/or Value Chain Company creates a user account or profile on the Normative website, or by accessing Normative’s Service, and the Agreement remains in force and effect during the Term.
21.2 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.
21.3 The Fees during any such Renewal Terms may be subject to including but not limited to an annual increase as stipulated in any applicable Order Form. Normative reserves the right to increase the fees during any such Renewal Terms or the Initial Term of the Agreement including but not limited to where the Customer’s situation materially changes from the beginning of the term and it places an additional burden upon Normative to be able to provide the Service.
21.4 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 21.4, 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 21.4, the Customer shall pay all Fees for the remainder of the Agreement period.
21.5 Customer 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.
21.6 Value Chain Company and Normative in respect of Value Chain Company shall be entitled to terminate this Agreement at any time by giving Normative ten (10) days’ prior written notice. Notice of termination by Normative may be given by email, as made available within the Services or in any other manner. Value Chain Company termination shall be sent to Normative’s main office or by email to [email protected].
22.1 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 and/or Value Chain Company’s use of the Service; provided however that Normative gives Customer and or Value Chain Company’s 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/or Value Chain Company and Normative.
22.2 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.
23.1 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 and/or Value Chain Company’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.
24.1 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.
25.1 This Agreement shall be governed by the laws of Sweden without reference to its principles on conflict of laws.
25.2 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 (“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.
25.3 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.
25.4 Notwithstanding any other provisions of this section 25, any action for collection of any payment obligation (not including any actions for damages) may be brought in any court with competent jurisdiction. Furthermore, as unauthorised 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.
26.1 This Agreement constitutes the complete and entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all previous and contemporaneous negotiations and understandings between the Parties, whether written or oral.
27.1 The following clauses shall not be applicable to Trials and Betas: 10 (Standard Technical Support); 13 (Reference); 15 (Discontinuation of Services); 17 (Limited Warranty); 18 (Limitations of Liability); 21 (Term and Termination).
27.2 The following clauses shall not be applicable to Value Chain Company’s: 3 (Trial and Betas); 4.1 (Service and Customer’s right to use); 4.2 (Service and Customer’s right to use); 4.3 (Service and Customer’s right to use); 6.1 (Service Usage); 6.4 (Service Usage); 7 (Fees and payment terms); 13.1 (Reference); 14.2 (Delivery Refusal); 15 (Discontinuation of Service); 21.2 (Term and Termination; 21.3 (Term and Termination); 21.4 (Term and Termination); 21.5 (Term and Termination); 22.2 (Amendments).