Version 3.0 (Separate subscription terms for private users.)
1. Scope of right of use
1.1 General
Upon entering into an agreement, the Customer has a non-exclusive right of use to Clue digital dictionaries (“the Software”), as described in the Agreement and in these terms of subscription. The Supplier otherwise reserves all rights to the Software and the associated documentation. The scope of the right of use depends on the type of agreement. The types of agreements are described below:
1.2 Access to the Supplier’s installation ("Clue Online")
The right of use gives the Customer access to the Software as it is installed and operated by the Supplier. The access is provided through the different technical platforms that the Supplier supports at any given time, such as specified browsers on PCs and Macs, or applications on tablets and mobile phones (iOS and Android). An updated list of the technical platforms supported by the Supplier is given on the Supplier's website at www.clue.no.
1.3 Local installation ("Clue Offline")
The right of use entitles the Customer to install the Software on its computers. The Customer can install the Software in networks with associated client installations and/or as individual installations on computers used by the Customer. Computers include both PCs and Macs, but only those that have the capability to run the Software.
The Customer’s right of use is subject to the Customer at any given time using equipment and software that is approved by the Supplier for use with the Software. An updated list of equipment and software that the Supplier has approved is given on the Supplier's website at www.clue.no. If the Customer wishes to use the Software together with equipment and software that is not approved by the Supplier, this will be undertaken at the Customer’s own expense and risk.
1.4 Single-user licence(s)
The right of use applies to the number of users for which single-user licences are purchased. The Customer can only give user access to its own employees, who must be named individuals. Single-user licences can be "Clue Online" and/or "Clue Offline", as agreed between the Customer and Supplier.
A single-user licence can only be used by one named user. If the Customer uses a server-client installation, each single-user licence can only be used on one named user’s workspace. The Customer is free to transfer access to other named employees.
If the Customer is an individual, the right of use only applies to this person. Local installation can only be undertaken on one computer.
1.5 Total Offline Plus
Total Offline Plus covers the right of use for the Customer's employees. The agreement gives right of use to both "Clue Online" and "Clue Offline ".
Total Offline Plus requires the Customer to take out a subscription for all of its employees. The number of licensed users must, therefore, correspond to the number of employees as a minimum, or the number of computers used by the Customer, if this number is lower.
If the right of use according to the Agreement is limited to only some of the Customer’s locations, the number of licensed users must cover the number of employees or computers at these locations.
1.6 Total Online
Total Online covers the right of use to "Clue Online" for the Customer's employees.
Total Online requires the Customer to take out a subscription for all of its employees. The number of licensed users must, therefore, correspond to the number of employees as a minimum.
If the right of use according to the Agreement is limited to only some of the Customer’s locations, the number of licensed users must cover the number of employees or computers at these locations.
1.7 Total Academic
Total Academic is the equivalent of Total Offline Plus for public and private higher education institutions. The number of users must, as a minimum, correspond to the total number of students at the Customer’s location, and the right of use covers the Customer’s students and staff.
1.8 Total School
Total School is the equivalent of Total Offline Plus for public or private primary schools, lower secondary schools and upper secondary schools. The number of users must, as a minimum, correspond to the total number of pupils at the Customer’s location, and the right of use covers the Customer’s pupils and staff.
2. Duration and expiry of right of use
2.1 Entry into force, suspension and expiry of right of use
The Customer’s right of use enters into force upon ordering, unless another date is specified in the Agreement.
The right of use requires the Customer to maintain a valid subscription agreement for the Software, whereby the right of use will expire simultaneously with termination of the agreement in accordance with Section 8 below. Upon termination of the agreement, the Customer’s right to use "Clue Online" and "Clue Offline" will be terminated.
If the Customer breaches the terms of subscription, including failing to comply with provisions on right of use or to pay due amounts, the Supplier can, with 14 days’ written notice, suspend the right of use temporarily or terminate the right of use. Notwithstanding, the right of use shall not be suspended or terminated if the Customer pays the amounts due or documents that use is brought into line with the subscription agreement before expiry of the 14-day deadline, or within the same deadline enters into a modified subscription agreement and pays additional compensation for extended use as specified in Section 5.
Where the subscription only applies to “Clue Online”, and the subscription fee is paid per month, cf. Section 4, the right of use shall be suspended without notice if the subscription fee is not paid.
Upon termination of the right of use the Customer shall discontinue all use of the Software and uninstall it with immediate effect.
2.2 Licence keys and technical protection mechanisms
The Customer is given a licence key and/or log in details that enable access to use the Software in accordance with the right of use described in Section 1, cf. Section. 2.1. Access applies to the Software in the version applicable at the time of receipt of the licence key.
If the right of use includes installation for the Customer ("Clue Offline"), the Supplier shall make the Software available to the Customer through a link in the licence certificate, and the Customer is responsible for installing the Software.
2.3 Approved equipment and software
The Customer is not entitled to make changes, modifications or adaptations to the Software beyond the provisions in Section 6, final paragraph.
2.4 Technical protection mechanisms
The Software contains technical protection mechanisms that prevent more users using the Software than covered by the Agreement. Circumventing or attempts to circumvent these protection mechanisms is strictly prohibited.
3. Updates, corrections and support
3.1 New versions
The Supplier will release a new version of the Software at least once a year, which includes debugging and updating of content and/or functionality of the Software. As long as the Customer has the right to use the Software, cf. Section 2.1, the Customer also has the right to use new versions of the Software.
New versions of "Clue Offline" will be made available to the Customer such that the Customer can download and install the Software. Using the settings in the Software, the Customer can also permit automatic downloads and installation of new versions.
New versions of "Clue Online" will be published on an ongoing basis by the Supplier without explicit notice to the Customer.
3.2 Corrections
If an error occurs in the Software, the Supplier will correct this as soon as practicable, unless such remedial work causes the Supplier unreasonable inconvenience or cost.
Upon notification of errors, the Supplier shall, within two working days, give the Customer feedback on the expected time needed for repair. Attempts shall be made to rectify errors that have a bearing on the Customer's use of the Software within 14 working days. Other errors in the Software shall be rectified in the first subsequent new version of the Software, provided that the Supplier is made aware of the error in time.
If the Customer notifies the Supplier of errors or lack of content in the dictionaries, the Supplier shall correct the error in the first subsequent version. The Supplier shall, as far as is reasonable, update dictionaries with words and terms that the Customer believes should be included and that may be of interest to parties other than the Customer. Moreover, the Supplier shall, as far as reasonable, provide help to the Customer with translations of words and terms that are not found in the dictionaries.
3.3 Support
The subscription agreement entitles the Customer’s users to free support for the Software. Support is defined for these purposes as guidance from the Supplier to the Customer or the Customer’s users in the use of the Software. Support requests from the Customer to the Supplier shall be made to the Supplier’s support organisation. The Supplier’s support organisation is responsible for responding to and following up support enquiries.
4. Prices and payment
4.1 Subscription fee
The subscription fee for the Software shall be agreed at the time of ordering. The subscription fee shall be paid in advance per year or per month, as stipulated in the Agreement. Monthly payments are not permissible for subscriptions covering “Clue Offline”.
4.2 Payment
For annual payments, the fee for the first year's subscription is due for payment 14 days after the Software is made available to the Customer, unless otherwise agreed. The annual fee is invoiced thereafter in advance for 12 months at a time. The Customer agrees that the Supplier may wholly or partially transfer the demand for subscription fees. For monthly payments, the Supplier will charge the Customer in advance for one month at a time.
4.3 Price changes
The agreed subscription fee is applicable for the first agreement period (1 month or 12 months), and can thereafter be changed by the Supplier on the basis of changes in the Supplier's general price list. Increases in subscription fees that exceed the increase in the consumer price index require express notification by the Supplier to the Customer.
5. Control
The Supplier has the right, with 10 working days’ written notice, to ask the Customer to report on the number of user accesses or installations of the Software, as well as the number of employees/computers that the Customer has at the time of the request. The Customer shall verify that the information contained in the said report is correct.
If the Supplier does not receive the said report within the deadline, the Supplier is entitled to, either personally or through a representative, examine at the Customer’s premises during normal business hours how the Software is being accessed, and how many employees/computers have access to the Software. The Customer undertakes to provide reasonable assistance in this.
If the Customer’s report or the Supplier’s examination shows that the Customer's use of the Software is not in accordance with the agreement, for example, where the number of employees, computers or installations is greater than the number covered by the right of use, the Customer shall reimburse the Supplier for expenses incurred in connection with the examination. The Customer shall further pay the subscription fee for the period in which the breach has occurred. The subscription fee is calculated pursuant to Section 4, with an additional 20% for this period. If the Customer wants to maintain extended use, the Customer may request a change of subscription fee in accordance with Section 7 below, provided that the conditions for such a change are met.
6. The Customer’s other obligations
The Customer is not permitted to make the Software (either "Clue Online" or "Clue Offline") available for parties other than its own employees/students/pupils, or for a greater number of users than covered by the right of use. If the subscription is limited to certain locations, the Customer is not permitted to make the Software available for its employees/students/pupils at other locations.
The Customer undertakes to store licence keys and log on information in a responsible manner such that they cannot be copied by unauthorised parties. The Customer further undertakes to ensure that all employees/students/pupils are aware that the right of use does not give them the right to copy the Software onto any computers other than those covered by the subscription agreement. The Customer is responsible for any misuse by its own employees/students/pupils, regardless of whether the Customer was aware of the misuse or not.
If the Software is installed on a computer that the Customer sells or otherwise loses possession of, the right to use the Software ceases simultaneously on the said computer. The Software must be erased from the computer prior to selling. The Customer undertakes to notify any buyers or others using a computer as agreed with the Customer, of the obligation to erase the Software and that it is illegal to copy or use the Software beyond the provisions of the subscription terms.
The Customer has no right to make changes, modifications or adaptations to the Software beyond § 39i of the Copyright Act of Norway (Åndsverkloven).
7. Transfer and changes
The Supplier is entitled to transfer its rights and duties under this agreement to another company within the same group. For the transfer of the right to receive compensation, Section 4, second paragraph is applicable.
The Customer is not entitled to transfer the right of use or its other duties and rights under the subscription agreement.
In the event of changes that entail increasing the scope of the right of use or changing the type of agreement, additional subscription charges may be applicable in accordance with the Supplier’s applicable price list at the time of the change. Earlier invoiced amounts are not refundable. Any reduction in the annual fee comes into effect when invoicing for the next agreement period.
For all changes to be made to the Agreement, except for changes to the number of users, a new agreement will be issued containing the amended terms of subscription, and this will replace the existing agreement. In case of changes to the number of users/employees/students/pupils, according to points 1.5-1.8 in the Subscription terms, the Customer is obligated to report the new amount to the Supplier before the yearly invoice month.
8. Validity and termination
The agreement will enter into force on the date stipulated in Section 2.1.
The agreement is valid for a period of 1 - one - year from the effective date. The agreement shall subsequently be renewed automatically for one year at a time, unless the subscription is terminated in writing at least 1 - one - month before expiry of a period.
Where monthly payments of the subscription fee have been agreed, cf. Section 4, the agreement is valid for 1 – one – month from entry into force, and shall be renewed automatically for 1 – one – month at a time, unless the subscription is terminated in writing prior to the renewal date.
If the agreement is terminated, the right of use ceases, cf. Section 2.1.
9. Processing of personal data
Implementation of the Agreement assumes that the Supplier can process personal data held on the Customer’s users of the Software, including to verify that the terms of the subscription agreement are met. The Customer confirms that the personal data is provided voluntarily and that, in relation to the individual user, the Customer is entitled to disclose this data to the Supplier.
The Controller is the General Manager of Clue Norge AS. The personal data will not be forwarded to other parties unless this is necessary in order to achieve the purpose of the processing as described. Individuals may request access to their personal data, correction of incorrect personal data and, on agreement, deletion of personal data.
Clue Norge AS’ processing of personal data is described in more detail in the Protection of privacy policy for Clue Online.
10. The Supplier’s rights to the Software
On the basis of copyright, database rights and special rights of disposal, the Supplier has an exclusive right to have the Software and its documentation at its disposal. The Customer has the right to solely use the Software as stipulated in the Agreement and the terms of subscription.
11. Breach of agreement
A breach is deemed to exist if one of the parties fails to fulfil its obligations under the subscription agreement, and this is not due to a force majeure or other circumstances for which the other party is responsible. In the event of a breach, the injured party may withhold its performance, but not to a greater degree than is required in relation to the breach.
In the event of a breach, the party affected may demand compensation for documented financial loss, with the following limitations:
A. The nature and extent of the loss must be adequate and predictable by ordinary principles of compensation in contractual relationships.
B. Indirect losses, including lost profits and lost expected savings, are not covered.
C. Claims against the Supplier are limited to the annual subscription fee for the current year and in any case must not exceed NOK 50,000. No corresponding limitation is applicable for the Supplier’s claims against the Customer as a result of the Customer violating or contributing to a violation of the Supplier’s intellectual property rights.
The limitations of liability do not apply if the party concerned has acted with gross negligence or wilful misconduct.
Notwithstanding the aforesaid, the Customer agrees to pay damages if the Customer violates or contributes to a violation of the Supplier’s intellectual property rights to the Software. Damages are set at NOK 10,000 per illegal copy or illegal access to the Software. The Supplier may choose to claim compensation under paragraphs 2 and 3 of this section in place of damages.
12. Enquiries
All enquiries from the Supplier to the Customer regarding this agreement should be directed to the contact person listed in the Agreement. The Customer may change its contact person by giving written notice to the Supplier.
13. Disputes and legal venue
Disputes between the parties relating to effect, content or implementation of this Agreement shall be solved through negotiations. Where no agreement is reached in such negotiations within two weeks of the dispute arising, the dispute shall be settled by the ordinary courts. Oslo City Court is the agreed legal venue.
The Agreement and the terms of subscription are subject to Norwegian law.
