1. Economic terms

1.1. Price conditions

All prices are excluding VAT and freight cost unless otherwise specified. The offer is valid for 3 weeks from date of the offer, if not otherwise agreed.

1.2. Invoicing

Unless otherwise agreed, the goods will be invoiced upon delivery to the Customer or mnemonic’s Preparation Center. Services are billed in arrears at the month end. Subsistence costs and mileage allowance are charged at rates equivalent to the Government travel regulation (Statens reiseregulativ), as well as actual documented costs related to traveling (airline ticket, hotel, airport train, taxi, parking, etc.). Payment due 30 days after invoice date.

1.3. Price adjustments

Pricing is subject to regulations according to the prevailing rates from the current manufacturers. The price is also subject to changes in exchange rates.

The service prices and hourly rates may be adjusted at the beginning of every calendar year by an amount equivalent to the increase in the retail price index (the main index) of Statistics Norway, with the initial reference index value being the index value for the month in which the Agreement was formed.

2. Order Confirmation with Standard terms

2.1. What the Standard terms and the Order Confirmation governs

The Standard terms for our services govern the relationship between mnemonic and the Customer, unless otherwise agreed. The Standard terms complement any agreement with the Customer, such as the bid and contract terms.

In the event of any inconsistency between the terms and such separate agreement, the provisions of the separate agreement shall apply.

The terms apply to both goods and services delivered.

2.2. Delivery

mnemonic shall perform the service professionally and with due care for the Customer.

The deliverance shall be deemed not to be an obligation to deliver a specific result, unless otherwise agreed in writing. Delivered goods are sold with the limitations of the standard terms and conditions from the manufacturer.

The prices are set out in a separate agreement with the Customer (such as in a formal bid or contract). Subsistence costs and mileage allowance are charged in addition at rates equivalent to the Government travel regulation (Statens reiseregulativ), as well as actual documented costs related to traveling (airline ticket, hotel, airport train, taxi, parking, etc.).

If the Customer delays the execution of the Agreement and thereby causes mnemonic documented additional work, delay, financial loss, etc., mnemonic may request compensation for documented expenses. Additional work and waiting time are subject to the ordinary hourly rates as agreed through the bid and contract.

Unless otherwise agreed, the goods will be invoiced upon delivery to the Customer or mnemonic's Preparation Center. Services are billed in arrears at month end.

2.3. Delay

If the other part cannot meet its obligations due to circumstances that the party did not know or should have known about at the time of entering into the Agreement, the obligation to deliver is delayed until the circumstances, which prevented the performance, has changed or ceased so that the service can be performed and goods delivered.

If the service is completed or goods delivered, the Agreement may not be terminated nor may claims for compensation or damages be submitted, unless it has been given a written notification within 14 days to mnemonic stating that the delay will be invoked. This also applies to any claim for price reduction.

3. Information, communication and confidentiality

3.1. Information

The ability for mnemonic to provide an efficient and cost effective service is dependent upon the Customer:

• states clearly the goals the Customer wishes mnemonic to comply with, and in what order any conflicting criteria must be met
• facilitates so that information and contacts are available, and gives us an instant feedback
• provide accurate and complete information where ever our work depends on the data and materials from the Customer, or persons / companies acting on behalf of the Customer
• warrants that the Customer has the right to provide mnemonic with the information and the material the Customer submits to mnemonic, and that mnemonic is entitled to use this in the performance of the Agreement (including information covered by the law on personal data of LOV-2018-06-15-38)

3.2. Confidentiality

mnemonic shall treat the information received in connection with the Agreement confidential, except in statutory cases (such as the law on money laundering of LOV-2018-06-01-23).

If the Customer requires a non-disclosure agreement for the mnemonic employee(s) involved in the delivery, the Customer shall inform mnemonic before delivery commences.

3.3. Exchange of information between customer and supplier

If the Customer gives mnemonic information that is subject to special requirements for handling, it is the Customer's responsibility to inform mnemonic about this. mnemonic always recommend that such information is encrypted.

3.4. Privacy

If the service involves processing of personal data, mnemonic will handle the personal data in accordance with the applicable law on the processing of personal data. See mnemonic.io/PrivacyNotice for more information on how mnemonic meets the legal requirement. The customer is responsible for ensuring their obligations pursuant to the Personal Data Act.

3.5. Rights

Unless otherwise agreed in writing, deliveries and performances are intended solely for the Customer as the beneficiary. Statements, opinions, conclusions or other content may not be claimed for any part by others.

The Customer must not use documents (in whatever medium) other than as intended, without an approval from mnemonic in advance. It should not be made changes, additions or other amendments to the documents.

mnemonic or its suppliers retain all copyright and other intellectual property rights of machinery, equipment and software delivered to the customer, regardless of content and media. Machinery, equipment and software can not be used by others, or in other contexts, or in any other way than that provided by the individual manufacturer's standard terms.

mnemonic has all rights to ideas, concepts, models, information, know-how and the like contained or developed in connection with the Agreement. mnemonic is free to use and develop this in work for other clients. Such information shall be anonymous and not traceable back to the Customer.

4. Termination

The parties' obligation to deliver goods and services under this Agreement may be terminated by a party who is not in default if:

• a party is in material breach of this Agreement and fails to remedy this within a week after receiving written notice from the other party in the relationship. Non-payment shall always be deemed a material breach
• circumstances arise such that mnemonic cannot continue the delivery of goods or services without acting contrary to law. This includes that it is illegal to perform or complete the Assignment, or execution of the Agreement would violate contractual obligations,
• the other party becomes insolvent, enters into negotiations, stop payments, reports that they are insolvent or placed under administration, and / or it is clear that force majeure has prevented or will prevent a party from fulfilling its obligations for more than three months.
• If the assignment is terminated on the basis of this clause in the agreement, the Customer shall pay for the work performed and mnemonic shall deliver the part of the task performed. mnemonic is not obliged to deliver the remaining benefits or received material, etc. until full payment is made. It is not permitted to offset claims the Customer may believe to have against mnemonic towards mnemonic’s fee claim.

5. Claims, cancellation, etc.

Complaints must be submitted in writing to the responsible contact person at mnemonic, without undue delay and no later than 30 days after the Customer became or should have become aware of the conditions on which the complaint is based.

On software, the deadline for complaints is 90 days after delivery, and for goods and services 12 months after delivery.

Neither the Customer or mnemonic may enforce any liability of any kind or on any ground against the other party as a result of errors, defects, damage, accident, viruses or similar that may arise in connection with the transfer of electronic information.

The Customer cannot file claim for expenses or losses due to consequential or indirect loss, including increased costs or expenses, lost income or other indirect loss whatsoever. Loss of data, loss of profit and claims of third parties must always be considered indirect.

mnemonic's aggregated maximum liability of any type delivery is limited to the lesser of the Customer's actual documented expenses resulting from the failure or deficiency that apply and mnemonic's remuneration for that part of the mission that responsibility stems from.

Claims can only be made against mnemonic AS, and therefore not against employees or board members.

6. Governing Law and Jurisdiction

These Terms and any matter relating to the assignment are governed by Norwegian law. Agreed jurisdiction is Oslo District Court