GENERAL TERMS AND CONDITIONS 

for NHQ Holding AS (“SUPPLIER”) 

PROVISION OF SERVICES 

1. APPLICATION 

These general terms and conditions (“T&Cs”) shall apply to services provided by Supplier or its associated companies (directly or indirectly owned or controlled by Supplier) to all commercial customers (“Customers”) unless otherwise agreed in writing. 

Services are not provided to consumers. 

2. DEFINITIONS 

Force Majeure Event”: an occurrence beyond the control of the Party affected (or, in the case of the Supplier, its supplier or subcontractors) impeding the performance of its obligations under the Contract, provided that such occurrence could not have been reasonably foreseen at the time of entering into the Contract and that the Party affected could not reasonably have avoided or overcome it or its consequences. 

“GDPR”: the EU General Data Protection Regulation 2016/679 or the at any time applicable data protection regulation under Norwegian law. 

Contract”: a written agreement between the Parties for the provision of Services, consisting of the Purchase Order, the Order Conrmation and these T&Cs. 

Customer”: the legal entity whose name is stated on the Purchase Order. 

Order Conrmation”: a written document issued by the Supplier agreeing to supply the Services requested in a Purchase Order. 

Purchase Order”: a written request from a Customer to the Supplier for the supply of Services. 

Quotation”: a written statement from the Supplier, specifying the price and the place and time for provision of Services. 

“Services”: services offered by the Supplier from time to time. 

“written” and “in writing”: includes electronic communication

3. SERVICES 

A description of our Services with prices is available on our website: www.nordichq.com 

Services are for professional users only and are not available for consumers. Contracts are not subject to, nor do Customers have any protection under, any consumer legislation.

Any description of the Services are only for guidance and shall only be binding if and to the degree explicitly referred to in the Order Conrmation by the Supplier. 

The Supplier is not responsible for the suitability of Services for the Customer’s intended use. The Customer is responsible for ensuring that the Services are suitable for its purpose. No statement or recommendation made or assistance given by the Supplier to the Customer in connection with Services shall constitute or be construed as a representation or warranty of any kind. Any and all implied terms, guarantees or warranties under any sale of goods and/or services legislation are excluded to the fullest extent permitted by law, 

The Supplier reserves the right to discontinue or modify its list of services without notice to the Customer. 

Specic Service requirements from the Customer are only binding if the Order Conrmation includes an express commitment from the Supplier to provide Services with such specic requirements. 

4. FORMATION OF CONTRACTS 

A potential or existing Customer interested in ordering Services can either send the Supplier a Purchase Order a written request for a Quotation before sending a Purchase Order. 

By placing a Purchase Order, a Customer is deemed to have accepted these T&Cs and agreed that these T&Cs prevail over any and all other terms and conditions (express or implied by law or otherwise), including the Customer’s general terms and conditions stated in the Purchase Order or other communication from the Customer to the Supplier. If there is any conict between the the contract documents, they should be interpeted in this sequence: 1) these T&Cs 2) the Conrmation, and 3) the Purchase Order 

Quotations are not, and shall not be deemed to constitute, an offer to supply Services. 

A binding Contract for the sale of Services shall come into existence when the Supplier accepts an Order Conrmation by sending an Order Conrmation unless the Customer cancels the Order within 5 business days of the Supplier sending the Order Conrmation. 

The Customer is not entitled to assign or transfer any Order Conrmation or Contract to a third party and any attempted assignment or transfer will not be binding on the Supplier. 

Contracts cannot be amended or cancelled without the written consent of the Supplier and consent may be conditional on the Customer indemnifying the Supplier for any cost or loss incurred as a result of such amendment or cancellation. 

5. PLACE 

Services will be provided at the place(s) stated in the Order Conrmation. 

6. PRICE 

The Charges for the Services shall be calculated as follows: 

(a) the Charges are based on the Supplier’s standard daily rates, as set out here: NOK 5.000; (b) the Supplier’s standard daily Charge is calculated on the basis of 8 hours per weekday from 08:00-16:00;

(c) the Supplier shall be entitled to charge an overtime rate of 120 percent of the standard daily rate on a pro-rata basis for any Services provided outside the hours referred to in (b) above; 

(d) the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials. 

The Supplier reserves the right to increase its standard daily rates provided that such charges cannot be increased more than once in any 12 months period. The Supplier will give the Customer written notice of any such increase 6 months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify 

the Supplier in writing within 2 weeks of the date of the Supplier’s notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving 1 months written notice to the Customer. 

All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 

The Supplier reserves the right to adjust the agreed prices for Services before an Order Conrmation is sent if it deems necessary to reect changes in currency exchange rates, increases in material costs or subcontractors’ prices, changes in customs duties, government interventions, salary increases or other situations which directly affect the price and where the Supplier has no or only limited control. 

7. PAYMENT 

Payment shall be made against invoice, which can be sent electronically, in accordance with the payment terms specied in the Order Conrmation. 

The Customer shall pay each invoice submitted by the Supplier: 

(a) within 14 days of the date of the invoice; and 

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier. 

Late payment interest accrues from the due date at the highest permitted rate in accordance with applicable law and the Supplier reserves the right to transfer the claim to a debt collection agency at the Customer’s expense.The Customer shall pay the interest together with the overdue amount and any costs due to the debt collection agency. 

The Customer is not entitled to set-off any amount against the price of Services. The Supplier may exercise set-off in respect of Services which have been delivered but not paid. 

8. TIME FOR PROVISION OF SERVICES 

Services shall be provided on the dates stated in the Order Conrmation. 

If the Supplier does not deliver the Services within any agreed date, the Customer has the right to set a reasonable final deadline in writing of a minimum of 14 days. If the Services have not been provided within any such final time

limit set by the Customer, the Customer has the right to terminate all or part of the Contract by giving notice in writing, in which case the Supplier has no liability to the Customer. 

If provision of Services is delayed due Force Majeure, the Supplier’s obligations are suspended for as long as the situation continues provided that the Supplier noties the Customer of the circumstances without undue delay after becoming aware of the delay. 

If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation, including making payment of undisputed invoices: 

(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the default, and to rely on the default to relieve it from the performance of any of its obligations to the extent the default prevents or delays the Supplier’s performance of any of its obligations; 

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations; and 

(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer’s default. 

9. ACCEPTANCE 

If the Customer considers that the Services are incomplete or defective it must immediately send a written complaint in writing to the Supplier otherwise it will be deemed to have accepted the Services. 

10. INTELLECTUAL PROPERTY RIGHTS 

All Intellectual Property Rights subsisting in or relating to the Services are and shall remain the sole property of the Supplier or (as the case may be) the third party owner. The Customer shall not make any unauthorised use of such Intellectual Property Rights nor authorise, nor permit any other person to do so. 

Nothing in any Contract shall be construed as an assignment of any Intellectual Property Rights in any Services or documentation supplied to the Customer. 

The Supplier shall hold harmless, defend, and indemnify the Customer against any claim alleging that any part of the Services infringes any third party Intellectual Property Rights. 

11. LIMITATION OF LIABILITY 

The Supplier shall only be liable under a Contract for documented direct losses and accordingly the Supplier is not liable for any consequential damage or indirect loss due to delays or defects related to any Services. 

Furthermore the Supplier is not liable for any of the following types of loss or damage which may arise from or in connection with a Contract: 

(i) any loss resulting from loss of revenue, 

The Supplier’s total cumulative liability to the Customer whether based on contract, tort (including negligence or breach of statutory duty), under an indemnity, on grounds of misrepresentation or other theory of law shall be limited to money damages in an amount not to exceed an amount corresponding to the value of the Agreement. 

These limitations of liability do not apply if the loss is solely as a result of the Supplier’s gross negligence or wilful acts or omissions and/or other claims of the Supplier against the Customer for breach of intellectual property rights or condentiality obligations or other obligations resting on the Customer. 

12. TERMINATION 

The Supplier may suspend or withhold delivery to a Customer and/or terminate a Contract if: 

The customer goes bankrupt, initiates debt negotiations or enters into some form of agreement with creditors or applies for protection of his creditors, or has demonstrably acknowledged insolvency, and / or 

The customer unjustiably or systematically fails to pay overdue undisputed amounts, and / or The Customer is guilty of material breach of other obligations under the Contract, and / or 

The Customer acts in such a way that the Contractor has justied reason to expect default due to nancial circumstances 

unless it is suciently proven without undue delay that the Customer can perform its obligations under the Contract. 

13. FORCE MAJEURE 

Neither Party shall be liable for any loss or damage suffered or incurred by the other Party as a result of a Force Majeure Event. 

Each Party must notify the other immediately it becomes aware of any Force Majeure Event on which it intends to rely and to use reasonable efforts to minimise the effect of such event on its obligations under the Contract. 

The Supplier may defer the provision of Services if it is prevented from or delayed in carrying on its business by a Force Majeure Event. 

If a Force Majeure Event continues to prevent performance by either Party for a continuous period of 14 days, either Party may terminate all or part of the affected Contract. 

14. NO RELIANCE 

The Customer agrees that it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (in writing or not) whatsoever relating to the subject matter of a Contract other than as expressly stated in a Contract. 

15. SUBCONTRACTORS 

The Supplier is entitled to use subcontractors to design, develop or deliver all or part of the Services.

16. ASSIGNMENT 

The Supplier may at any time assign or transfer a Contract or any of its rights or obligations under a Contract to any other company which, at the time of such assignment or transfer, is an associated company and/or on any transfer of its business or undertaking and/or, in the case of a transfer or assignment of the Supplier’s rights to accounts receivables for financing purposes, to any reputable bank or other financial institution, subject only to giving notice to the Customer. 

The Customer is not entitled to resell all or part of the Services nor transfer or assign any of its rights or obligations under a Contract without the prior written consent of the Supplier. 

17. PROCESSING OF PERSONAL DATA 

The Supplier may collect, store and process personal data, including names and contact details. The Supplier’s purpose in processing such information is to be able to full the Supplier’s obligations to the Customer under the Contract, including concluding the Contract, customer relationship management, warranty management and payment transactions. 

The Supplier shall take appropriate measures to ensure the protection of personal data and only store personal information for as long as is necessary for the business relationship. 

Any personal data which the Supplier collects is subject to applicable data protection regulations (GDPR”). To ensure compliance with the regulations, we have adopted a privacy statement which is available here on our website https://nordichq.com/privacy. 

18. PARTIAL INVALIDITY 

Should one or more of the provisions of a Contract become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected or impaired. 

19. INTERNATIONAL SANCTIONS 

The Customer warrants that it is not in violation of, nor is it being investigated or expected to be investigated for breaches of, any sanctions issued by Norway, the United States of America, the UK, the European Union or the United Nations, or any other national and local sanctions laws. 

The Customer shall reimburse the Supplier on a full indemnity basis for any and all costs, claims, losses, causes of action, penalties, fines, fees it incurs in connection with any breach of the undertakings in respect of sanctions. 

20. GOVERNING LAW AND JURISDICTION 

Each dispute arising out of a Contract or in connection with it or its subject matter or formation (including non contractual disputes or claims) shall be governed by and construed in accordance with the law of Norway.