web subscription agreement for delivery and … · this installs itself to the plug-ins directory...

Versjon 2.0 2009

Postal Address: Office address: Telephone: E-mail Bank Account Standard Online AS Standard Online AS +47 67 83 87 00 Standard [email protected] 1644 05 11426 Postboks 252 Strandveien 18 Fax: URL Enterprise No 1326 LYSAKER, Norway LYSAKER +47 67 83 87 01 http://www.standard.no NO 983 615 031

WEB SUBSCRIPTION

Agreement for delivery and maintenance

of products in an electronic format

By and between Customer:

Company Name:

Contact:

Business Reg. No.:

Postal address:

Street address:

Postcode:

Telephone:

Contact’s e-mail:

and

Standard Online AS Business registration no.: NO 983 615 031

P.O. Box 252 Strandveien 18 1326 Lysaker

Telephone 67 83 87 00

Postal Address: Office address: Telephone: E-mail Bank Account Standard Online AS Standard Online AS +47 67 83 87 00 [email protected] 1644 05 11426 Postboks 252 Strandveien 18 Fax: URL Enterprise No 1326 LYSAKER, Norway LYSAKER +47 67 83 87 01 http://www.standard.no NO 983 615 031

General By and between customer (hereinafter called Purchaser) and Standard Online AS (hereinafter called Standard Online) is done the following agreement on delivery and maintenance of licensed products in electronic format as a Web subscription.

1. Scope of the delivery The Agreement covers facilitation and maintenance of licensed products in a web-based service from Standard Online (in this agreement called The Service). Purchaser shall have access to products in electronic form for use in his own business, subject to the restrictions and conditions as stated below. On the signature of this Agreement, Purchaser shall state the number of employees of the company who are to use the Service at the same time (simultaneous users). The number of simultaneous users is thus the number of employees who may at the same time be logged onto the Purchaser’s ”My Page”. A single location is understood in this context as also meaning a single user. The products are labelled with a protected trademark pursuant to the Trademarks Act of 3 March 1961. They are also copyrighted pursuant to the Copyright Act of 12 May 1961. The products are DRM-protected.

Comment:

Digital Rights Management (DRM) is an umbrella term for various technologies intended to administer access to copyrighted information stored on, or distributed with the aid of, digital media.

In contradistinction to the purely legal restrictions that national and international copyright law imposes on the possessor of copies of copyrighted material, DRM makes it possible to impose additional restrictions on the possessor of the copies with the aid of hardware and software codes that are scheduled by the holder of the copyright.

Standard Online uses DRM in order to protect products from various suppliers against unauthorised dissemination. That is to say, restrictions are imposed on storage, copying of content and print-outs. Purchaser may not store or forward the document or copy the content of a standard to for example various word-processing systems. Standard Online uses a program from FileOpen that handles these rights. This means that to be able to read the standards in a web subscription, at least one plug-in from Fileopen must be installed. This installs itself to the plug-ins directory under the Adobe software. Versions of Adobe from 5.0 and upwards. See fileopen.com for a detailed technical description.

It is possible to print out a single copy of each product per simultaneous user. (Not applicable to eForms) Print-outs of individual pages, chapters of the product and similar count as a single print-out. The collection may be expanded by several products pursuant to the conditions in this agreement. The appended end-user licence (Attachment 5) is a part of the Agreement and is deemed to have been accepted by Purchaser by his signature to the Agreement.

2. Standard Online AS’ performance and obligations. Complaints.

2.1 Performance and obligations The Agreement entitles Purchaser to use the collection of products facilitated in the Service.

Access to the products is given via Purchaser’s own ”My Page” on the Internet. Access to the products is with user name and password.

Products that are withdrawn in the course of an Agreement year will be available in the Service until 31 December the same year (Not applicable to eForms). If Purchaser wishes to subscribe to the withdrawn products, this must be agreed separately. Access via IP address, or access via URL address (blind Log in) or a combination, are not a part of the standard Service, but may be agreed separately.


Standard Online shall ensure that the Service is available to the Customer for at least 97 % of the time between 0800 and 1600 on working days. The Service will normally be available to Purchaser also in the period 1600 – 0800, at weekends and on public holidays, but lack of availability shall not be regarded as breach of contract on the part of Standard Online. If the Service falls out between 0800 and 1600 on working days, this shall be designated as unscheduled down-time. If unscheduled down-time in the course of the measurement period exceeds 3 %, Purchaser shall be entitled to a proportionate price reduction on the Service. Such demand for a price reduction must be made at the same time as the complaint, confer Clause 2.2. of the Agreement. The price reduction will be calculated on the basis of the operational service’s share of the quarterly Consideration. Over and above this, Standard Online disclaims all liability for unscheduled down-time. Scheduled down-time will occur. This will preferably occur on Saturdays and Sundays, but scheduled down-time may also occur between 16.00 and 08.00 on any day. Scheduled down-time will not be included in the calculation of availability. Scheduled down-time is the period in which Standard Online can perform planned maintenance and upgrading, and which may involve temporarily reduced functionality for the customer, or else the Service being made unavailable. In the event of scheduled down-time, Purchaser will be given at least 48 hours’ notice of the maintenance/upgrade of the Service. Calculation of availability: Availability = ((Measurement period - Down-time) x 100) divided by the measurement period. Definitions Measurement period: 3 months (quarterly) Down-time: The time in which the Service is not available to Purchaser

2.2 Complaints If Purchaser wishes to invoke breach of contract, Purchaser must without undue delay complain in writing and no later than immediately after the expiration of the measurement period.

3. Purchaser’s obligations Purchaser’s use of the products is restricted to the company’s own internal operations and employees, including divisions and branch offices connected to a LAN or WAN. No external distribution is permitted. After the start-up of the Service, Purchaser himself shall supplement new products in the Service via Standard Online’s online shop.

Purchaser is aware that the Service may have built-in technical barriers or security systems in order to facilitate Purchaser’s fulfilment of the licensing agreement, but that special requirements are nevertheless made of Purchaser to prevent abuse, including unauthorised dissemination, breach of copyright protection, wrong number of users etc.

Breach of these obligations on the part of Purchaser shall be deemed to be a material breach of contract, which entitles Standard Online to cancel the contract and to claim compensation in relation to the value of lost sales. The same shall apply to major payment default.

4. Price Price information for the various products that are available through this agreement is available in Attachment 1, attachment 2 and attachment 3. The agreed price for this agreement is available in attachment 4.


5. Invoicing, due dates and penalty interest The first invoicing will be made immediately after the signature of the Agreement and shall apply for the rest of the agreement year, which is identical with the calendar year, confer Clause 8. Later invoicing will be done at the beginning of each agreement year and apply for the rest of that year. If new standards or new users are added in the course of the agreement year, a supplementary invoice will immediately be sent for the supplementary Consideration for the rest of the agreement year. Standard terms and conditions of payment are 20 days. In the event of delayed payment, interest shall accrue in conformity with the Interest on Delayed Payments Act. If reminders must be sent, a reminder fee may be levied.

6. Non-disclosure Competition-related information to which the parties gain access in consequence of the collaboration, shall be treated in confidence. In case of doubt whether the available information should be treated as confidential, the other party should be consulted for clarification.

7. Transfer Rights or obligations under the Agreement may not be assigned or in any other way transferred to others except with written consent from Standard Online.

8. Duration of the Agreement

The Agreement shall run for two years in addition to the year in which the Agreement is made. The Agreement shall thereafter be automatically extended for one year at a time unless neither party has terminated it before 31 October. If Purchaser wishes to take some of the products out of the Service or reduce the number of users after the expiration of the three-year period, this must be specially agreed with Standard Online by 31 October of the last agreement year.

9. Conflicts Disputes about content or the implementation of the Agreement shall if possible be resolved through negotiations. If the negotiations do not succeed, each of the parties may demand that the matter be decided before the ordinary courts, unless the parties agree to have the dispute resolved by arbitration. Agreed legal venue is Asker and Bærum District Court.

Date:________________________

------------------------------------------------------------- -------------------------------------------------------------- Signature of customer Signature of Standard Online AS


Attachment 1, page 1

Attachment 1 – Price calculation for subscription to standards on the Web

Calculation of the licensing price for standards facilitated in the Service is based on the ISO’s “Rules for granting copyright exploitation rights for internal use of ISO standards in electronic format”, which presupposes that the agreement runs for at least 3 years.

1. Price calculation. a. Consideration for licensing of standards in the Service:

The licensing price is based on the catalogue price for the standards as of 1 January each agreement year. The licensing price is calculated on the following elements:

The number of standards included in the Service The number of simultaneous users covered by the Agreement The number of locations covered by the Agreement The total catalogue price for the standards included.

L = Licensing price PHC = The total of the current catalogue price for the standards included in the Service D = Quantity discount: % (Table 1) M = Multiplier: (Table 2)

Annual licensing price is calculated as follows:

L = PHC X (1 - D) % X M X 0.45*

* 0.45 = factor for allocation of cost in relation to the standard’s lifetime

b. Annual Consideration for technical maintenance/support by the Service The price is based on a combination of the number of simultaneous users and the number of standards in the Service. See Table 3.

c. Total annual Consideration Total annual Consideration is the sum of the prices in Clause 1.a and 1.b. The price for this Agreement is specified in Attachment 4.

The first year’s Consideration is calculated proportionately on the basis of how much of the year is left when the Service commences. The same calculation model is employed when the Service, in the course of the agreement year, is expanded by a number of standards or a number of users.

d. Pricing of expired standards in the subscription Standards that are withdrawn in the course of an agreement year will be available without extra charge until 31 December the same year (not applicable to eForms). If Purchaser continues to subscribe to the expired standards, the price for the subsequent agreement year will be calculated pursuant to this attachment’s Clauses 1.a and 1.b, discounted by 50%. If Purchaser chooses to subscribe to expired standards other than those that were previously in the subscription, the price will be calculated pursuant to the Agreement’s Clauses 1.a and 1.b for the first agreement year. From agreement year 2 the price discounted by 50%.

e. Extra print-outs of standards in the Service If extra print-outs are desired over and above the number determined by the number of simultaneous users, these can be ordered and printed out with a 70% discount on the list price.


Attachment 1, page 2

f. Help for facilitation of standards in the Service If desired, Standard Online can on start-up facilitate standards in the Service, if necessary also review lists of previously purchased standards so as to facilitate these in the Service for Purchaser. This is agreed separately and priced by agreement.

g. Value added tax All prices are stated exclusive of value added tax.

Discounts, multipliers, maintenance Consideration, hourly rate

Table 1: Volume discount(D) No. of standards Volume discount D In the interval 1 to 25 15 % In the interval 26 to 30 40 % In the interval 31 to 62 50 % In the interval 63 to 125 60 % In the interval 126 to 250 70 % In the interval 251 to 500 75% In the interval 501 to 1000 80%

Product categories for calculation of quantity discount (=D in attachment 1a). Also refer to table 1 above. The discount is calculated per product category. We have the following product categories:

1. Standards which have been adopted as Norwegian Standards

(NS, NS-EN, NS-EN ISO, NS-ISO, NEK, NEK EN, NEK, NEK IEC)

2. ISO

3. IEC

4. ASTM

Table 2: Multiplier for simultaneous users (M) Simultaneous users Multiplier M up to 3 2 up to 5 3 up to 10 4 up to 15 5 up to 20 6 up to 30 6.50 Up to 50 7

Table 3: Establishment and annual maintenance

up to 9 standards in the Service NOK 1,100 up to 49 standards NOK 2,200 up to 99 standards NOK 3,300

Prices for more than 3 simultaneous users and more than 100 standards, by agreement.

Discount for expired standards from Year 2: 50% of the catalogue price

Price for extra print-outs: 70 % discount on the catalogue price

Hourly rate at 1.1.2008: NOK 950


Attachment 2

Attachment 2 – Prices and special conditions for subscription to NS 3420 on the Web

1 Prices

a. Subscription prices The annual prices for all NS 3420 standard collections are specified in this Attachment, and in Tables 1, 2 and 3. The annual subscription price for this Agreement is specified in Attachment 4.

b. Price for establishment and technical maintenance of the Service The annual prices are specified in Attachment 1 and Tables 1, 2 and 3. The annual price for this Agreement is specified in Attachment 2.

c. Extra print-outs of standards in the Service If extra print-outs are desired over and above the number determined by the number of simultaneous users, these can be ordered and printed out at a 70 % discount on the list price.

d. Price adjustment We reserve the right to adjust prices once a year in accordance with normal inflation on standards in general, normally at the beginning of each calendar year.

e. Value added tax All prices are stated exclusive of value added tax.

Table 1: Subscription price on the establishment of the Service

Standard collection NS 3420 on the Web

1-3 users 4-5 users 6-10 users

11-15 users

16-20 users

21-30 users

Complete 11 500,- 17 250,- 23 000,- 28 750,- 34 500,- 37 375,- Construction 9 220,- 13 830,- 18 440,- 23 050,- 27 660,- 29 965,- Soil and terrain 5 800,- 8 700,- 11 600,- 14 500,- 17 400,- 18 850,- Carpenter 4 200,- 6 300,- 8 400,- 10 500,- 12 600,- 13 650,- Electrical 4 900,- 7 350,- 9 800,- 12 250,- 14 700,- 15 925,- HVAC 4 900,- 7 350,- 9 800,- 12 250,- 14 700,- 15 925,-

Table 2: Subscription price from Year 2

Standard collection NS 3420 on the Web

1-3 users

4-5 users 6-10 users

11-15 users

16-20 users

21-30 users

Complete 5 600,- 8 400,- 11 200,- 14 000,- 16 800,- 18 200,- Construction 4 500,- 6 750,- 9 000,- 11 250,- 13 500,- 14 625,- Soil and terrain 2 800,- 4 200,- 5 600,- 7 000,- 8 400,- 9 100,- Carpenter 2 100,- 3 150,- 4 200,- 5 250,- 6 300,- 6 825,- Electrical 2 400,- 3 600,- 4 800,- 6 000,- 7 200,- 7 800,- HVAC 2 400,- 3 600,- 4 800,- 6 000,- 7 200,- 7 800,-

Table 3: Establishment and technical maintenance of the Service

up to 5 users NOK 1,100 up to 20 users NOK 2,200 more than 20 users NOK 3,300

. If other individual standards or collections are added to the Service, the prices for Establishment and technical maintenance pursuant to Attachment 1 will be applicable.

Discount for expired standards from Year 2: 50% of the catalogue price Price for extra print-outs: 70 % discount on the catalogue price Hourly rate at 1.1.2008: NOK 950


Attachment 3

Attachment 3 – Prices and special conditions for subscription to eForms

Table 1 – Establishment and annual maintenance of the Service

Up to 9 standards/forms in the Service NOK 1 100



Table 2 – Pricing model for 10 copies of 10 or 25 different forms

The number of users

Price per year for 10 copies of 10 different forms incl. 15% discount*

Price per year for 10 copies of 25 different forms incl. 30% discount*

1-3 users 8500 17500 4-5 users 12750 26250 6-10 users 17000 35000 11-15 users 21250 43750 16-20 users 25500 52500 21-30 users 27625 56875 31-50 users 29750 61250

*Discount is only given at the same time as purchase of the forms

Table 3 – Pricing model per form per year for 25-500 copies

The number of users

Price per form per year for up to 10 copies




Price per form per years for up to 500 copies

1-3 users 1000 2000 3000 5000 10 000 4-5 users 1500 3000 4500 7500 15 000 6-10 users 2000 4000 6000 10000 20 000 11-15 users

2500 5000 7500 12500 25 000

16-20 users 3000 6000 9000 15000 30 000 21-30 users

3250 6500 9750 16250 32 500

31-50 users 3500 7000 10500 17500 35 000


Attachment 4

Attachment 4 - The Agreement’s price for selected products

Contract price subscription to standards Contract price subscription to NS 3420

The Agreement’s price per

(date) The Agreement’s price per

(date)

The Agreement’s overall catalogue price

0 NS 3420 standard collection in the subscription:

0

Number of standards included

0 The number of simultaneous users

0

Number of simultaneous users

0 The number of locations

0

Number of locations 0 Subscriptions price first year

0

Annual licensing price (L)

0 Subscription price from second year

0

Annual price for maintenance

0 Price for establishment and maintenance of the Service

0

Total annual Consideration

0 Subscription to withdrawn versions

(yes or no)

Agreed facilitation (number of hours)

Subscription to withdrawn

(yes or no)

Contract price for subscription to eForms

The Agreement’s price per (date)

Number of forms up to 10 copies 0




Attachment 5 - End-user licence

END-USER LICENCE IMPORTANT – READ CAREFULLY THROUGH THESE TERMS AND CONDITIONS BEFORE YOU USE OR COPY THE PRODUCTS MADE AVAILABLE THROUGH THIS LICENCE. BY USING THE PRODUCTS YOU APPROVE AND ACCEPT THE CONDITIONS IN THIS LICENSING AGREEMENT. IF YOU DO NOT ACCEPT THE CONDITIONS IN THE LICENSING AGREEMENT AND DO NOT WISH TO BE BOUND BY THEM, YOU CANNOT USE THE PRODUCT. 1. Licence On condition that you pay the agreed licence fees and follow the conditions stated in this licensing agreement and in any paramount purchase or delivery agreement, Standard Online AS (“Standard Online”) hereby grants you a non-exclusive, non-transferable right of use of the product(s) that accompany the licensing agreement (”the Product”). The right of use is restricted in the following manner; a. The licensing agreement does not give you property or other rights to the Product, but only a limited right to use the Product pursuant to the provisions of the licensing agreement. This right of use may be unilaterally revoked by Standard Online if you breach the provisions of the licensing agreement. b. If the Product is supplied in paper form, you are entitled to apply the copy of the Product supplied with this licensing agreement. You are not entitled to adapt, change, translate, combine, rent or lease out, sell, re-licence or otherwise transfer the Product, wholly or in part. Nor may you take away or change any information on copyright and property right to be found on the Product. c. If the Product is supplied in electronic form as a Single User version, you are entitled to install 1 (one) copy of the Product, and permission to access or from 1 (one) computer – which is owned, leased or controlled by you – at a time. If the computer becomes unusable and you cannot access the Product therefrom, you are entitled to move the Product to another computer, provided that you remove the Product from the first computer and that the running of the Product on the replacement computer is done in conformity with the provisions of the licensing agreement. You can make 1 (one) paper copy of the Product for personal use, and a backup copy in a machine-readable form. The Product may not be run on two or more computers at the same time, or in a network. d. If the Product is supplied in an electronic form as part of a Multi-user version, Clause c) above will have corresponding application for the number of users defined in the delivery agreement between you and Standard Online. e. You are not entitled to adapt, change, translate, combine, rent or lease out, sell, re-licence or otherwise transfer the Product, wholly or in part. Nor may you take away or change any information on copyright and property right to be found on the Product. f. You understand and accept that the Product belongs to the copyright-holder named on the Product (”the Copyright-Holder”), and that the Product is protected by Norwegian and international copyright legislation. You also understand and accept that all copyright and other intellectual property rights to the Product belong to the Copyright-Holder. g. You are responsible for giving Standard Online, or such person as designated by Standard Online, all information necessary to fill out the licensing agreement. If you contravene the licensing agreement due to circumstances beyond your control, you hereby undertake to collaborate with Standard Online with the object of re-establishing compliance with the licensing agreement. 2. Limited warranty a. Standard Online hereby warrants you (and only you) that Standard Online and the Copyright-Holder, unless otherwise stated on the Product, can licence the Product and all copyright and exploitation of the trademarks belonging to the Product. b. This warranty is the only warranty made for the Product. Neither Standard Online nor the Copyright-Holder


extend any warranty whatsoever over and above this for the Product, its reliability, sufficiency, application or the information or purposes that the Product contains and/or reflects. Standard Online and the Copyright-Holder disclaim all warranties, both express and implied, with regard to functionality and suitability for the envisaged use. This disclaimer cannot be restricted by Standard Online, the Copyright-Holder or their representatives. 3. Liability in damages Standard Online, the Copyright-Holder and their representatives, ("Parties entitled to compensation") are not liable vis-à-vis you, and you undertake to hold all Parties entitled to compensation harmless from all claims and costs (including costs of legal assistance) that can be referred to personal injury or property damage, product liability, or other claims based on your, your employees’ or your agents’ application of the Product. 4. Limitation of liability a. You understand and accept that the obligations that Standard Online and/or the Copyright-Holder have to you as regards the Product, are exclusively regulated by this Licence Agreement in addition to any paramount delivery agreement. You yourself are liable for the consequences of application of the Product, whether this application is in conformity with the provisions of the Licensing Agreement or not. Even if Standard Online and/or the Copyright-Holder was aware of the risk of this, neither Standard Online nor the Copyright-Holder shall be liable for either indirect loss and costs or direct loss that may affect you, your employees, your agents or third parties. b. If, in the opinion of Standard Online and/or the Copyright-Holder, there exists a risk that claims may be pressed because of the Product in respect of persistent violation of third-party intellectual property rights, Standard Online shall be entitled to at its own expense to (i) facilitate a right for you to continue using the Product, (ii) amend or replace the Product or parts thereof with another product with a view to evading such claims, or (iii) halt your application of the Product and repay the licence fees you have paid. c. Standard Online shall not be liable vis-à-vis you for claims that would have been avoided if you accepted a replacement product in accordance with the foregoing provisions in Clause 4 (b) or if the application of the Product had been interrupted. In all circumstances the total liability in damages to you of Standard Online and/or the Copyright-Holder shall not exceed a sum corresponding to the licence fee you have paid under this Licence Agreement for the Product with which the loss is connected. d. Clause 4(b) is a complete and exhaustive regulation of the liability in damages of Standard Online and the Copyright-Holder as regards violation of rights or alleged violation of rights through application of the Product. 5. The Agreement’s validity and termination This Agreement shall apply until further notice. You are entitled to terminate the licensing agreement at any time, if appropriate in conformity with the signed delivery agreement. Standard Online and/or the Copyright-Holder may terminate the licensing agreement if you violate the licensing agreement. When the licensing agreement ceases, you hereby undertake immediately to desist from using the Product and to destroy all copies of the Product. If the Product is supplied as a Multi-user version, in that it is made available to you on Standard Online’s extranet, future use of the Product shall be governed by a separate agreement that shall be based, in principle, on your being given access to one copy of the products as it was at the time of the ending of the agreement. 6. Conflicts Disputes regarding the implementation of the Agreement shall if possible be resolved through negotiations. If the negotiations are unsuccessful, each party may demand that the matter be decided under Norwegian law and with agreed legal venue at Asker and Bærum District Court. 7. Other provisions This Licence Agreement comprises a complete regulation of what has been agreed between the parties as regards the application of the Product. Changes to the licensing agreement may only be made through a specially signed supplement to this agreement. Should any provision of the licensing agreement be declared invalid for any reason, the licensing agreement shall be revised only as far as required to make it valid, and such revision shall (i) not affect the validity of the quashed part under other circumstances or (ii) affect other parts of the licensing agreement. 8. Export You are not entitled to export or re-export the Product or parts thereof, appurtenant information or technology in conflict with current Norwegian law and other applicable export legislation.

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