Terms & Conditions!
Last updated: March 26, 2024
PLEASE READ THE TERMS AND CONDITIONS CAREFULLY
These terms constitute a legally binding agreement between you, as an individual or on behalf of an entity («you,» «the client,» or «ours»), and (also referred to as «we,» «us,» or «our») regarding your access to and use of services. By using the service, you acknowledge that you have read, understood, and agree to be bound by these terms. IF YOU DO NOT ACCEPT ALL OF THESE TERMS AND CONDITIONS, YOUR USE OF THE SERVICE IS EXPRESSLY PROHIBITED, AND YOU MUST CEASE USING THE SERVICE IMMEDIATELY.
Additional terms and conditions, as well as any documents that may be periodically published on our service, are explicitly included in this agreement. We reserve the right, at our discretion, to change these terms at any time and for any reason. We will notify you of any changes to these Terms by revising the «Last updated» date, and you hereby waive the requirement for personalized notices for each change. It is your responsibility to regularly review these terms and conditions for any updates. Your attention to this matter is greatly appreciated.
At MooCommerce, we prioritize data protection. Our dedication to ensuring the security of information is outlined in our Data Processing Addend (DPA). The DPA describes how we collect, use, and protect your data in accordance with applicable privacy laws. Please confirm that you understand.
In acknowledgment of the mutual desire and value of entering into this contractual agreement, the parties hereby consent to the following terms governing the offer and acceptance of services:
1. Use of the Services
1.1
The client is encouraged to use our services with necessary caution and awareness. Our services are provided «as is,» to the fullest extent permitted by law. MooCommerce AS makes no express or implied warranties regarding the services, including but not limited to warranties of accuracy, merchantability, fitness for a particular purpose, or non-infringement. Furthermore, we do not guarantee uninterrupted or error-free operation, nor do we claim that the services are secure and free from viruses or other harmful elements, or that any errors will be corrected. Your understanding of these considerations is greatly appreciated.
1.2
MooCommerce AS may, from time to time, perform necessary maintenance on the service, which may result in temporary interruptions, delays, or errors. It is important to note that these interruptions, delays, and errors are beyond the control and responsibility of MooCommerce AS. We respectfully request the client’s understanding and consent that their respective redeemer or another customer service provider may contact them as needed to assist with our services and collect necessary information to identify and correct errors. Your assistance in this matter is highly appreciated.
1.3
The customer acknowledges and agrees that the form and nature of the services offered by MooCommerce AS may change without notice, as long as the services (including the processing of personal data by third parties on behalf of MooCommerce AS) remain consistent with clause 10. In line with MooCommerce AS’s ongoing commitment to innovation, the customer acknowledges and consents that MooCommerce AS reserves the right, at its discretion and without notice to the customer, to permanently or temporarily cease providing the services (or specific features within the services) to the customer and users without incurring any liability to the customer or any third party. It is particularly important to note that the Group is not liable to the customer, users, or any other third parties for any such permanent or temporary cessation of services or specific features within the services. Your understanding is greatly appreciated in this matter. The customer acknowledges that the services may be subject to limitations, delays, and other issues inherent in the use of electronic communication, and MooCommerce AS shall not be liable for any delays, delivery failures, or other damages resulting from such issues.
2. Prohibited Activities
2.1
The customer is kindly reminded that access to and use of the services must strictly adhere to the terms specified in the agreement. It is important to note that any obligations imposed on the customer by an authorized third-party reseller, lessor, or distributor should be considered supplementary and not as substitutes for any obligations outlined in these service terms. Your compliance with these terms is immensely appreciated.
2.2
The customer is obligated to adhere to the following conditions and is prohibited from authorizing any third party to:
(a) Access, or attempt to access, the services, or any of their components, or related systems or networks not intended for public use, or use the services for fraudulent or unlawful purposes.
(b) Collect, disassemble, reverse engineer, or in any way attempt to discover or uncover the source codes, basic concepts, or algorithms related to any aspects of the services, unless such actions are expressly permitted by applicable law. The customer agrees not to use the services to infringe upon the rights of others, including intellectual property rights, and understands that such actions may result in termination of the service and legal action.
(c) Explore, scan, or assess the security vulnerabilities of the services or any connected networks or systems, or compromise the security or authentication methods of the services or any connected networks or systems.
(d) Circumvent, disable, or evade security features or components (such as digital rights management software or encryption) intended to protect the services.
(e) Directly or indirectly engage in copying of the services (or parts thereof), except for backup and archival purposes; modify, translate, or otherwise alter the services (or parts thereof); or create derivative works based on the services (or parts thereof).
(f) Establish internet links to the services, or frame or mirror any part of the services, except within the customer’s intranet or for internal business use.
(g) Publish, upload, post, transmit, disclose, or distribute the services (or parts thereof) in any format, except as expressly permitted herein.
(h) Use the services (or parts thereof) via a time-sharing service, service bureau, network, consortium, or other similar means.
(i) Rent out, lease, sell, sublicense, transfer, or otherwise convey to a third party, whether by law or otherwise, the customer’s license rights.
(j) Remove, relocate, or otherwise modify any copyright notices on the services (or part thereof).
(k) Undertake actions that may disrupt the effective operation of the services, prevent access to or use of the services by other users, or, in MooCommerce AS’s reasonable discretion, impose an excessive or disproportionately large burden on the infrastructure, network, or bandwidth.
(l) Develop a competing product or service, or competing products or services that use similar concepts, features, functions, or graphics as the services, or copy ideas, features, or graphics associated with the services.
We greatly appreciate your compliance with these guidelines, which are intended to ensure the integrity and proper operation of our services.
2.3
The customer is respectfully reminded that when using our services, they are prohibited from uploading, transmitting, posting, or otherwise sharing any content that:
(a) Is deemed to be harassing, threatening, indecent, pornographic, defamatory, or otherwise inappropriate, illegal, or harmful to minors; or
(b) Infringes upon a third party’s intellectual property rights.
We appreciate your assistance in maintaining a lawful and respectful environment within our services.
2.4
The customer is politely advised against transmitting or storing any harmful or malicious code, files, scripts, agents, or programs. This includes viruses, worms, time bombs, Trojan horses, and any other harmful or malicious code, files, scripts, agents, or programs. Additionally, in accordance with all applicable laws, the customer is expected to refrain from sending unsolicited bulk or duplicate messages. Your responsible behavior in this regard is highly appreciated.
3. Customer Responsibility
3.1
Both parties maintain a single point of contact to ensure effective and efficient communication. We are committed to maintaining this communication framework. We kindly request you to keep the contact information for your preferred point of contact updated to facilitate effective and seamless communication. Your cooperation in this matter is highly appreciated.
3.2
Unless otherwise specified, we request that the customer provides a variety of necessary materials, including but not limited to image files, logos, and profile information. It is important to acknowledge that this list may not encompass all required materials. Please note that additional fees may apply if image quality is insufficient and resizing, modification, or vectorization of logos is required.
Furthermore, we expect the customer’s assistance in providing access to various resources, including the current website, domain, hosting, analytics programs, social media platforms, and other relevant media. If you have any questions or concerns regarding your login information, please contact your designated advisor for clarification.
It is essential to note that delays caused by the customer’s inability to provide the requested information in a timely manner may impact the project timeline and result in additional expenses. Your punctuality in delivering necessary materials and information is highly appreciated as it contributes to the efficiency of our operations. The customer is responsible for maintaining the security of their account, including protecting passwords and access credentials. MooCommerce AS is not liable for any loss or damage arising from unauthorized access to the customer’s account.
3.3
Timely completion of each project is of utmost importance to us. To facilitate this, we kindly request that the customer, as our designated point of contact, sets aside dedicated time, preferably on a daily basis, to review completed tasks and provide feedback. The customer must approve all delivery procedures. It is essential that all delivery processes receive the customer’s approval.
Approval is considered valid when the customer officially approves a process, task, or change in our project management software. If approval is mistakenly given, we encourage you to notify your advisor immediately. Please note that only our designated point of contact at your location has the authority to approve delivery processes, provide feedback, and make changes. Any delays or lack of engagement in this regard may impede project progress and may result in additional costs. Your active participation and feedback are highly appreciated as they significantly contribute to the successful completion of our projects.
3.4
We strongly advise against disclosing your login credentials to third parties to enhance security. We recommend creating and regularly updating passwords in the form of a passphrase containing various characters and symbols. Please refrain from manually acquiring, implementing, and updating plugins, extensions, and solutions. In case you encounter errors or deficiencies, please contact our support team for assistance instead of attempting to resolve them on your own. Your thoroughness in implementing these security measures is greatly appreciated.
3.5
As a customer, you are obligated to notify us if you intend to launch a campaign or engage in activities that will significantly increase traffic to the website or online store. This allows us to monitor the website continuously and ensure it is always available. Set file size limits for uploaded images, documents, and other file types. If you have concerns regarding size, please contact us.
Uploading videos to the website is prohibited. Upload the video to a service like Vimeo or YouTube, and then integrate the URL on your website. Reduce the number of inactive posts, pages, and items. Routine maintenance of the infrastructure is recommended.
3.6
In the event a customer discovers an error or identifies deficiencies in MooCommerce AS’s products or services, please contact our support team as soon as possible. We are committed to providing you with the necessary assistance to effectively address the issue. However, please note that any expenses incurred will be in accordance with our current support rates. We appreciate your prompt communication and cooperation as we work together to find a solution.
3.7
MooCommerce AS does not take responsibility for user-generated content on platforms or solutions produced by MooCommerce AS; the user is solely responsible in this regard. We reserve the right to immediately terminate your account if offensive or illegal content is found to have been uploaded, posted, or forwarded. Additionally, the service may be temporarily suspended until the offensive content is withdrawn. Your compliance with these guidelines is highly appreciated as it helps maintain a respectful and lawful environment on our platforms and in our services.
3.8
The customer is held responsible for:
(a) Using and accessing the services in strict accordance with the provisions of the agreement, as described in MooCommerce AS’s guidelines, and in compliance with all applicable laws.
(b) Ensuring that all users associated with the customer’s account comply with the customer’s contractual obligations.
(c) Guaranteeing the availability of sufficient power, internet connection, and communication infrastructure at their premises to enable the proper functioning of the devices, as well as covering any associated ad hoc fees that may apply. Your dedication to these responsibilities is greatly appreciated as it contributes to the efficient operation of our services.
3.9
In the event a client becomes aware that a user is violating the terms outlined in the agreement, we kindly request that the client promptly takes action to terminate the user’s access to the services. Your swift response in such cases is greatly appreciated as it helps maintain compliance with the terms and conditions of our agreement.
3.10
Rapid Error Reporting and Resolution Protocol: MooCommerce AS prioritizes the rapid identification and correction of any errors or deficiencies. To this end, we employ comprehensive procedures and monitoring systems to swiftly detect and resolve issues. We commit to addressing any errors or omissions resulting from significant negligence or deliberate misconduct on our part within a period of 30 days. Upon completion of this period, if MooCommerce AS has addressed the errors and requested client confirmation, an additional 30-day grace period is provided to rectify any persistent issues. Technical challenges can often be complex, with root causes that are not immediately apparent. In situations involving dependence on third parties, the resolution timeframe is extended to three months. This extension accounts for the potential need to explore alternative providers and test different solutions to ensure a thorough and effective resolution of the issue.
Under no circumstances are customers entitled to compensation for service interruptions, suspensions, or closures. We appreciate your patience during the error correction process, as such periods are normal and handled with the utmost care. Your patience and cooperation in this matter are greatly appreciated.
Third-party server providers are responsible for delivering our services. In the event of issues or concerns related to these service providers, we must be given adequate time to investigate and resolve the situation, including the possibility of switching to alternative services if a solution is not feasible.
Please note that MooCommerce AS cannot be held responsible or liable for any associated costs or obligations in such situations. Your cooperation and patience in allowing us to address and rectify these situations effectively are highly valued.
3.11
Customers are respectfully reminded that it is their responsibility to maintain accurate and updated contact information that accurately reflects their current status. In the context of MooCommerce AS’s consumer relationship, we strictly follow written communication. The customer is responsible for maintaining the accuracy and timeliness of all information, including MooCommerce AS’s mailing address, designated contact person (the individual authorized to manage services and place orders), email address, and phone number. Your initiative in this matter is highly appreciated and contributes to our effective communication.
3.12
The customer acknowledges and admits that the allocated storage space and number of hosted websites are predetermined. Specifically, website traffic, bandwidth, and storage space are all predetermined. In the event that usage exceeds these predetermined limits, MooCommerce AS reserves the right to either charge the consumer for the additional bandwidth or restrict it. In such cases, the consumer will be advised to consider upgrading to a service level or solution that provides greater capacity to meet their needs. Your understanding and cooperation in adhering to these terms are greatly appreciated as it enables us to maintain efficient service delivery.
3.13
The customer is responsible for preventing unauthorized access to their username and password for the e-commerce or CMS solution. MooCommerce AS cannot be held liable for any losses or damages incurred as a result of an unauthorized person gaining access to usernames and passwords.
To enhance security, we strongly recommend implementing reliable protection measures, such as robust security systems, multi-level authentication procedures, and regular password changes. Additionally, MooCommerce AS assumes that the designated contact person(s) have the necessary authority to monitor service management tasks such as deletion, relocation, and placement of additional orders, as described in point 1. Your dedication to these security measures is highly appreciated as it contributes to the reliability of our services.
3.14
Unless a separate agreement is entered into with MooCommerce AS, the customer is solely responsible for backing up the content on their pages. Under no circumstances is MooCommerce AS liable for any loss of customer data. Therefore, we strongly recommend that consumers regularly back up their uploaded content. Your thoroughness is highly appreciated in this regard as it contributes to the protection and preservation of your data.
3.15
The customer is responsible for obtaining all necessary licenses and permits. As part of this agreement, the customer undertakes to indemnify MooCommerce AS against any claims resulting from failure to fulfill this obligation. We greatly appreciate your cooperation and compliance with these requirements.
3.16
In the event the customer chooses to procure services from third parties that we may recommend, it is important to emphasize that the responsibility for these decisions rests entirely with the customer. It is worth noting that the customer, as a business entity, bears full responsibility for any choices and actions taken independently. This distinction underscores the autonomy and decision-making authority of the customer as a company. We are committed to providing guidance and recommendations, but it is the customer’s responsibility to exercise due diligence and make informed choices that align with their specific needs and goals.
4. Orders, Payment, and Service Availability
4.1
Service Selection and Pricing
As a customer, it is important for you to choose the most appropriate plan for your needs from MooCommerce AS. For detailed information about our various service plans and their corresponding prices, please refer to our pricing page.
4.2
Confirmation and Accuracy of Orders
A contract with MooCommerce AS is established only when we confirm your purchase via email (order confirmation). It is crucial that you carefully review the order confirmation for accuracy and completeness. In case of any discrepancies, we encourage you to notify us immediately. Please note that MooCommerce AS is not responsible for errors or inaccuracies in the ordering process. By proceeding with a purchase, you agree to receive an email with transaction confirmation details (order confirmation). We commit to issuing the order confirmation within a reasonable period after the initiation of the agreement, certainly before the delivery of any test results or commencement of services. Your attentive review and immediate communication about any discrepancies in the order confirmation are critical to ensuring accurate and efficient fulfillment of our agreements.
4.3
Compliance with Payment and Service Availability
Timely payment for rendered services is crucial. In cases where a payment is overdue and remains unpaid after reminder (reminder), MooCommerce AS reserves the right to take necessary actions. This includes, but is not limited to, suspending access to the website, displaying a message on the website indicating closure or restricted access due to outstanding payments, and terminating any ongoing integrations. Furthermore, if a client utilizes services or technologies without fulfilling payment obligations, especially if such usage involves licensing aspects or grants access to competitors, MooCommerce AS reserves the right to seek compensation for unauthorized use. It is essential for customers to adhere to the agreed-upon payment schedules to maintain uninterrupted access to our services and avoid any legal consequences or service interruptions.
Any non-functioning functionality on the website must be reported to support and does not constitute legal grounds for failing to pay outstanding invoices. It is the customer’s responsibility to ensure that any technical issues are addressed through the proper channels and that payment obligations are maintained regardless of such issues.
Customers are not allowed to conduct business at the expense of MooCommerce without fulfilling their payment terms. If payment is not made within 60 days, and if a payment plan is not entered into or adhered to, the supplier has the right to delete the website, online store, or other solution operated for the customer. This means that even if the solution is deleted, the customer must still pay for their unpaid invoices to ensure fairness and accountability in all our business relationships.
5. Domain, Hosting, and Third-party Solutions
5.1
Content on affiliated third-party websites is beyond the control of MooCommerce AS. We would like to emphasize that MooCommerce AS does not guarantee, endorse, or take responsibility for the content or privacy practices of these websites. Consequently, MooCommerce AS expressly disclaims any liability for loss or damage arising from the use or reliance on the content, features, products, or services offered by such external websites. It is worth noting that MooCommerce AS will not engage in or monitor transactions between the client and third-party websites. Your understanding of these terms regarding our interaction with external web resources is highly appreciated.
5.2
We insist that you utilize our hosting services for your solution, as we adhere to strict hosting requirements. If you have any questions regarding the hosting agreement, we encourage you to contact your designated customer advisor or visit MooCommerce AS (Contact Us page link) for more information.
5.3
We are dedicated to assisting you in setting up or connecting your domain. If we create a domain for you, it is important to note that you retain ownership and all rights to the domain. If you have any questions about this, please contact your customer service representative.
5.4
If MooCommerce AS includes third-party solutions in the product it delivers, we would like to inform the client that these solutions require ongoing maintenance or upgrades. It is important to note that work related to incompatible solutions will be considered additional work and will be charged according to prevailing rates.
5.5
MooCommerce AS reserves the right to address any third-party or internal solutions that do not seamlessly integrate with the project’s infrastructure. In such instances, we will provide the consumer with the option of a replacement solution or a refund equivalent to the price of the original solution. It is important to understand that these costs will be specified as «additional work.» Your understanding of these guidelines is highly valued, as it contributes to clarity and efficiency in our services.
6. Ownership and Licensing
6.1
MooCommerce AS grants the customer and its users a non-exclusive, non-transferable, revocable, personal license for the duration of the contract. As long as the terms of the contract are strictly adhered to, this license permits only access to and use of the services to manage the customer’s business and perform related tasks for internal use. It is important to note that this license in no way authorizes sublicensing or sub-licensing of the service.
6.2
All intellectual property rights associated with or arising from the services remain under the ownership of MooCommerce AS. In accordance with clause 7.1, MooCommerce AS reserves any rights and interests not expressly granted.
6.3
The customer should be aware that none of MooCommerce AS’s trademarks, service marks, or emblems grant any rights or licenses. These elements remain the sole and exclusive property of MooCommerce AS.
6.4
The consumer has the opportunity to provide feedback on the services, including suggestions for improvements («ideas»), and MooCommerce AS may invite them to do so from time to time. By submitting such proposals, the customer acknowledges and accepts the following terms:
(a) Regarding suggestions, MooCommerce AS expressly waives any confidentiality obligation or usage restrictions, whether expressed or implied.
(b) The customer’s submission will not be considered confidential.
(c) MooCommerce AS reserves the right to use and disclose the customer’s suggestions without obligation to notify or compensate the customer. The customer releases MooCommerce AS from any liability and obligations arising from MooCommerce AS’s receipt, evaluation, use, or disclosure of any part of the idea.
7. Compensation
7.1
The customer must indemnify and hold MooCommerce AS and its affiliates harmless for any losses incurred as a result of or in connection with the customer’s breach of this agreement. This indemnification includes, but is not limited to, the following:
(a) Any breach of the agreement by the customer or any users of the services
(b) Activities performed under the registered account or through access to and use of the services by any other party using the customer’s unique username, password, API key, or other relevant security code
(c) The customer’s failure to maintain reasonable security measures for an account or device. This indemnification also covers any claims or damages arising from the use of third-party services or content available through MooCommerce AS’s services.
(d) Any data breaches, information security-related incidents, or similar events caused by the actions or omissions of the customer or its users
(e) When MooCommerce AS processes personal data as a data processor, as specified in clause 10, the processing of such data by MooCommerce AS is subject to the provisions outlined in clause 10.
(f) Consumer identifiable information
(g) Personal information of third parties, in strict compliance with the terms of the contract.
Your compliance with these indemnification provisions is greatly appreciated, as they ensure accountability and protection for all parties involved.
8: Limitation of Liability
8.1
Liability for Errors and Omissions
MooCommerce AS’s liability is limited to errors and omissions resulting from gross negligence or malice. The customer is responsible for full payment if errors and omissions can be attributed to them or other parties when using services partially or entirely produced by MooCommerce AS. Liability is limited to foreseeable, direct economic losses, in accordance with § 67, no. 1 of the Norwegian Sale of Goods Act, available at [Lovdata](https://lovdata.no/dokument/NL/lov/1988-05-13-27/KAPITTEL_10-1#KAPITTEL_10-1). Total compensation is limited to 10,000 Norwegian kroner, and claims for compensation must be made within 12 months after the incident has occurred.
8.2
Non-liability and Client Responsibility for Third-party Access and Security Breaches
MooCommerce AS is not liable in situations where unauthorized internet users, including hackers, gain access to a client’s data resources, such as storage, website, memory, and bandwidth, or in cases where these third parties disrupt and/or obstruct the flow of information. The risk of such unauthorized access or security breaches is inherent in the use of technical solutions online. Furthermore, MooCommerce AS is not liable for any claims brought by third parties against MooCommerce AS in connection with products or services transmitted via MooCommerce AS’s services by the customer or the customer’s users.
In the event of a security breach, such as a compromised, infected, or accessible to unauthorized parties website or online store, MooCommerce AS will not be held responsible for the incident. However, MooCommerce AS is committed to assisting in resolving the issue.
It is important to note that all assistance provided by MooCommerce AS in such scenarios, including but not limited to identification, rectification, and restoration of systems and data, will be considered a billable service. The customer will be responsible for compensating MooCommerce AS for the time and resources expended in handling and resolving the security breach. This ensures that while MooCommerce AS provides support in critical situations, the financial responsibility for such unforeseen security challenges lies with the client.
8.3
Exclusion of Certain Damages
Neither party is liable for indirect losses such as lost profits, data, opportunities, or goodwill. This exclusion applies even if such losses were foreseeable or the parties were informed of their potential.
8.4
Exclusion of Implied Warranties
All warranties and conditions not expressly described in the contract are excluded to the extent permitted by law.
8.5
Client Acknowledgement and Responsibility
Clients acknowledge that MooCommerce AS is not responsible for third-party services unless agreed upon in writing. Clients are responsible for managing relationships with third parties and any resulting changes in project delivery times or scope.
8.6
Limitations on Liability and Client Collaboration
MooCommerce AS’s liability is limited due to the complexity and reliance on third parties in the systems. Effective client communication is crucial for project success, and no compensation is provided for project delays. MooCommerce AS encourages timely feedback from the client for continuous improvement and transparent communication.
9: Use of Privacy and Data
9.1
Compliance with Privacy Laws
MooCommerce AS is committed to complying with the Personal Data Act when handling personal information received in accordance with the contract terms. Similarly, we respectfully request our customers to comply with all applicable privacy laws when handling personal data to third parties. Consumers must refrain from taking actions, either directly or indirectly, that could potentially violate privacy laws, whether through their actions or omissions. Your assistance in maintaining the highest standards of privacy is greatly appreciated as we uphold our commitment to protect sensitive information.
9.2
Client Responsibility for Data Archives and Data Handling
The client charges MooCommerce AS with maintaining records in accordance with MooCommerce AS’s established retention schedule, subject to periodic updates and available upon request. In all other cases, MooCommerce AS acts as a data processor and controls the purpose and procedures of data processing.
In cases where both MooCommerce AS and the client act as data processors, it is mutually acknowledged that they operate as separate data processors and not as joint data controllers. The client acknowledges its role as a data processor and emphasizes their decision to use our services for processing personal data to third parties. In this capacity, they retain discretion over the manner and purpose of such data processing.
9.3
Transfer of Personal Data between MooCommerce AS and Third Parties
This involves the transfer of personal data from a third party between MooCommerce AS and a developer in connection with service orders placed by clients: MooCommerce AS shall not be held liable for loss or damage arising from unauthorized access to or use of personal data and information by third parties.
(a) The parties agree that when transferring third-party personal data between MooCommerce AS and the developer, the client will act as a data processor, and MooCommerce AS will act as a data processor. MooCommerce AS does not assume the developer’s role as a data processor.
(b) The client authorizes and instructs MooCommerce AS to process third-party personal data necessary to facilitate the client’s continued use of the services. This includes the disclosure of certain categories of third-party personal data to the developer and the receipt of third-party personal data from the developer, necessary for the service, until the client provides alternative instructions. It is important to note that the client is fully responsible for instructing a developer to terminate processing and/or delete third-party personal data.
(c) The client assumes responsibility for ensuring compliance with privacy laws, including, but not limited to
(i) When the developer is determined to act as a data processor on behalf of the client, ensuring compliance with Article 28 of the GDPR; and
(ii) When the performance of this agreement involves a limited transfer (as defined below), establishment, and implementation of a legal basis in accordance with GDPR articles applicable to such limited transfer. Here, «limited transfer» refers to the transfer of personal data from a client to a developer and/or third parties, originating from the client and intended for a developer located outside the European Economic Area via MooCommerce AS. Without a data transmission solution, such transfers would violate privacy rules.
(d) Standard Contractual Clauses:
(i) Here, the client consents to MooCommerce AS entering into the relevant standard contractual clauses (amended to reflect the developer’s status as a data controller or data processor with respect to the agreement) in accordance with MooCommerce AS’s agreement with the relevant developer. This applies in all situations where no data transfer solution for limited data transfer has been implemented under an agreement. Most importantly, all standard contractual clauses established in accordance with the preceding sentence shall be legally binding.
(ii) If at any time an alternative data transfer solution is drafted and implemented between the client and any other relevant developer regarding limited transfers (for example, if the developer’s home country becomes subject to a satisfactory decision from the European Commission), the following provisions shall apply:
9.4
Customer Privacy Policy Obligations
The client is required to maintain and provide, in accordance with the Personal Data Act, a privacy policy that applies to the client’s use of the services. This policy shall be accessible to customers, employees, other staff and users, whether current, potential, or former, as well as other relevant third parties and individuals whose personal data MooCommerce AS may be required to process in accordance with the contract.
The privacy statement must explicitly state that MooCommerce AS acts as a data processor and provide detailed information on the categories of third-party personal data processed, the purpose of such processing, and any disclosure of third-party personal data to other parties as necessary under the contract terms.
9.5
Responsibilities as a Data Processor
As a data processor, MooCommerce AS will handle personal information about third parties as follows:
(a) MooCommerce AS will process personal information about third parties only to the extent necessary to fulfill contractual obligations, protect contractual rights, or comply with applicable laws.
(b) MooCommerce AS will process personal data about third parties in accordance with the terms of the contract and the client’s written instructions. These instructions will either be defined in the terms of use or in written agreements between the parties.
(c) MooCommerce AS will ensure compliance with the Personal Data Act when handling personal data about third parties.
(d) MooCommerce AS will take all necessary steps in accordance with Article 32 (Security of Processing) of the General Data Protection Regulation.
(e) MooCommerce AS will, to the best of its ability, provide appropriate technical and organizational support to assist the client in responding to inquiries related to the exercise of rights of data subjects, as described in Chapter III of the GDPR (rights of data subjects). MooCommerce AS reserves the right to refuse or limit assistance with a request if it finds, in good faith, that: (i) the requested right does not exist; (ii) there are exceptions to the exercise of this right; or (iii) the client is able to fulfill the request independently.
(f) Upon request, MooCommerce AS will provide the client with reasonable assistance to enable compliance with their obligations under Articles 32 to 36 of the GDPR concerning data subjects.
(g) Upon expiration of these terms, MooCommerce AS will either delete or transfer all personal information about third parties to the client.
(h) Upon request, MooCommerce AS will provide the client with the necessary information to demonstrate compliance with MooCommerce AS’s obligations and allow the client or a third-party auditor appointed by the client to conduct oversight, including inspections.
(i) If MooCommerce AS believes, in its reasonable judgment, that an instruction from the client violates the Personal Data Act, they may inform the client and refuse to execute the instruction.
(j) MooCommerce AS may engage subprocessors to perform services, provided that such subprocessors process personal data about third parties in accordance with the contract.
(k) MooCommerce AS will notify the client in advance of any additions or replacements of subprocessors. In the case of affiliated companies as well as non-affiliated subprocessors, advance notice will be given.
(l) MooCommerce AS will enter into written agreements with all subprocessors imposing obligations equivalent to those applicable to MooCommerce AS. The client should be aware that MooCommerce AS cannot be held liable for the performance of subprocessors.
9.6
Client Guarantees and Compliance
When MooCommerce AS acts as a data processor on behalf of the client, the client provides the following guarantees and complies with the following:
(a) The client is authorized to process and provide instructions to MooCommerce AS to process personal data about third parties in accordance with the terms of the agreement.
(b) In accordance with the terms of the agreement, the client will notify its customers, employees, other staff, and users as soon as privacy laws require and obtain their valid consent.
9.7
The client instructs MooCommerce AS to transfer personal data about third parties to contracted businesses, which may be located in foreign countries, if such transfers are necessary to deliver services, and the subprocessors have given their consent. If MooCommerce AS transfers personal data about third parties to a third country in accordance with this provision, MooCommerce AS will ensure that each subprocessor complies with its obligations. Before transferring personal data about third parties to MooCommerce AS, the client will notify data subjects:
(a) that non-EU-based data processors may process their personal data;
(b) to the extent that personal data about third parties contain special categories of personal data (as defined in Article 9 of the GDPR), such data may be transferred to a third country that does not provide an equivalent level of protection;
(c) the identities of subprocessors and will ensure that they meet the necessary requirements.
9.8
MooCommerce AS may aggregate, anonymize, or remove identifiable information from third parties. These data will not contain any personally identifiable information about the client or any third party when shared under such circumstances. MooCommerce AS may use and disclose these aggregated, anonymized, or removed information for purposes including industry analysis and demographic profiling.
9.9
The customer may not use the services to process personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, health data, or data concerning a natural person’s sex life or sexual orientation without prior written approval from MooCommerce AS.
9.10
In both instances, the customer agrees to provide reasonable assistance to help MooCommerce AS fulfill its legal obligations related to privacy or data protection, or to defend against any claims or investigations arising in connection with the agreement. The customer accepts and acknowledges that he or she is solely responsible for all privacy and information security obligations and liabilities associated with data downloaded, exported, or otherwise transferred from the services to the customer’s own information environment. The customer agrees to promptly notify MooCommerce AS of any opt-outs and legally valid requests for data subject rights associated with data that MooCommerce AS owns, possesses, or controls.
9.11
The customer acknowledges and agrees that MooCommerce AS may transfer and use the customer’s personal data to fulfill the contract, deliver the services, and analyze and optimize MooCommerce AS’s services in general.
10. Confidentiality
10.1
Each party (the «Receiving Party») receiving confidential information from the other party (the «Disclosing Party») must:
(a) Maintain strict confidentiality for the confidential information provided by the Disclosing Party. MooCommerce AS shall not be liable for breaches of confidentiality if such breach is due to an act beyond MooCommerce AS’s reasonable control, including hacking or cyber-attacks.
(b) Not, under any circumstances, disclose, wholly or partially, any of the Disclosing Party’s confidential information to third parties without prior express written consent from the Disclosing Party. Representatives of the Receiving Party are exempt from this provision to the extent required to fulfill their contractual obligations. The Receiving Party must ensure that its representatives are fully aware of and carefully adhere to these confidentiality provisions.
10.2
The confidentiality obligation set forth in clause 10.1 does not apply to the following confidential information:
(a) When necessary by law or in response to a legitimate legal request from a lawful authority for enforcement, supervision, or authority. In such cases, the Receiving Party shall provide the Disclosing Party with reasonable prior notice of such disclosure, to the extent possible.
(b) If the Receiving Party was aware of the confidential information before receiving it from the Disclosing Party.
(c) If the Receiving Party independently developed the confidential information without access to or reliance on the Disclosing Party’s confidential information.
(d) If the Disclosing Party has authorized the disclosure of the confidential information in writing.
11. Suspension and Termination
11.1
If the following conditions are met, MooCommerce AS may terminate the provision of services or the contract with the client without incurring liability:
(a) MooCommerce AS determines that the client’s or another user’s unauthorized use of the services constitutes a significant security risk to MooCommerce AS or a third party. This decision may also be based on the belief that such use may have a materially adverse impact on the services, systems, or data of any other customer or may expose MooCommerce AS, its affiliates, or a third party to significant liability. MooCommerce AS reserves the right to suspend or terminate the services to the client at any time without notice, in case of breach of these terms, or for other reasons that MooCommerce AS deems appropriate.
(b) MooCommerce AS has reason to suspect that the client and/or any users are using the services for fraudulent, illegal, or unauthorized purposes.
(c) The customer commits a material breach of any contract term that cannot be remedied or, if remediable, is not remedied within thirty (30) days after receiving written notice.
(d) An insolvency event occurs involving the client, or the client ceases to carry on business or threatens to do so.
11.2
The service commitment period is 24 months. The consumer can terminate this agreement with three months’ notice before the end of the binding period. Failure to provide notice will result in an additional 24-year renewal. Upon cancellation, prepayments will not be refunded to the client.
At the end of the notice period, the service will be deactivated and terminated if the consumer has not transferred to MooCommerce AS within a specified timeframe. In such cases, the client may offer encrypted modules and other technical solutions. This applies only if the customer has fulfilled all financial obligations to MooCommerce AS. If this condition is not met, MooCommerce AS reserves the right to withhold all prepared technical products. Before the termination deadline, the customer is responsible for ensuring that customer data, product data, and similar information are backed up securely.
11.3
Upon contract termination, MooCommerce AS reserves the right to claim compensation for all direct and indirect losses. The customer acknowledges and agrees that there is no right of withdrawal under the terms of this contract.
11.4
Upon expiration or termination of the contract:
(a) All outstanding and unpaid amounts due under the contract and/or an agreement or MooCommerce AS agreement shall become immediately payable.
(b) Ownership and Licensing, Indemnification, Limitation of Liability, Use of Privacy and Data Use, Confidentiality, General, and Definitions shall continue to apply in full.
12. Social Media
12.1
You have the option to connect your account to online accounts with third-party service providers (each referred to as a «Third-party account») as part of the service offering. You can do this by:
(a) Providing credentials to access a third-party account via the service.
(b) Providing login information for a third-party account via the website of a third-party.
(c) Granting us permission to access your Third-party account in accordance with the terms and conditions governing your use of each Third-party account.
You declare and warrant that you are authorized to provide us with your Third-party account credentials and/or grant us access to your Third-party account without violating any of the terms and conditions governing the use of the respective Third-party account. This shall not result in us incurring any fees or being subject to any usage restrictions imposed by the third-party service provider for the Third-party account.
By allowing us access to your third-party accounts, you acknowledge the following:
(i) We may access, make available, and store (if applicable) all content you have posted and stored on a third-party account («Social Network Content») to make it available on and through the Service via your account, including friend lists.
(ii) We may send additional information to your third-party account and receive additional information from your third-party account in accordance with your notifications when you connect your accounts. Personally identifiable information you enter into third-party accounts may be accessible via your service account, depending on which third-party accounts you choose and the privacy settings you have configured in such third-party accounts.
Please note that social network content may become unavailable via the service if a third-party account or associated service becomes unavailable, or if the third-party service provider terminates our access to such an account. You will always have the option to disconnect your service account from third-party accounts.
12.2
IMPORTANT NOTICE: YOUR AGREEMENTS WITH THESE SERVICE PROVIDERS GOVERN YOUR RELATIONSHIP WITH THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNT. We do not review content on social networks for any reason, including but not limited to accuracy, legality, or non-infringement, and we are not responsible for any content on social networks. You consent to us accessing the email address book associated with a third-party account, as well as the contact list stored on your mobile device or tablet, solely for the purpose of identifying and notifying you about contacts who have also registered to use the service. You can disable the connection between our service and your third-party account by contacting us using the information listed below, or by accessing your account settings (if applicable).
We will delete all information stored on our servers and obtained through the third-party account, except for the client name and profile picture associated with your account.
13. Changes to the Terms of Service
13.1
MooCommerce AS reserves the right to modify these terms at its discretion, with any revisions appearing on our website. Upon initial publication, the revised version of the
Terms of Service shall take effect. It is the consumer’s responsibility to adhere to the current terms of service when using our services. The customer’s continued use of our services indicates acceptance of these updates and changes. We recommend that the customer regularly review the Terms of Service for any updates or changes that may affect them. The introduction of this document contains the date of the latest revision of these terms of service.
14. Electronic Communication
14.1
The customer acknowledges and agrees that MooCommerce AS may use the following methods to provide notices and information regarding our services:
(a) MooCommerce AS may fulfill legal requirements for disclosure and provide information about the customer’s rights and obligations electronically.
(b) Your electronic signature, either through «click-through» or other methods, on agreements and documents related to our services carries the same legal weight as a handwritten signature, if requested.
(c) MooCommerce AS may send all communications, invoice information, service updates, announcements, and other relevant information (collectively referred to as «disclosures») to the customer electronically through one of the following methods:
– Access to a specified website, as specified in an email notification sent by MooCommerce AS
– To the extent permitted by law, through access to a specified website as specified by MooCommerce AS
(d) If the customer requests a paper copy of any disclosure, they have the option to print or download it for their records.
14.2
By giving your consent, you acknowledge as a customer that electronic delivery has the same meaning and legal effect as physical paper delivery. When MooCommerce AS notifies you via email or other electronic means that a disclosure is available online, this has the same legal meaning and effect as if MooCommerce had provided you with a paper version, regardless of whether you choose to view, print, or download the disclosure.
15. Credit Assessment
15.1
MooCommerce AS evaluates a customer’s creditworthiness using information obtained from public sources and/or credit reporting agencies. We reserve the right to reject a transaction based on an assessment of the customer’s credit history. Additionally, if we determine that a customer’s creditworthiness is insufficient, we reserve the right to cancel any orders already submitted.
16. Warranty
16.1
MooCommerce is committed to keeping customers informed about any technical changes or revisions that may be necessary to continue providing services in accordance with the terms of our agreement. These changes may affect the scope, content, and delivery method of our services and products. MooCommerce AS may terminate services if it is determined that support for obsolete platforms and systems would require an excessive amount of resources. Although such circumstances could be considered unforeseen events that neither the customer nor MooCommerce AS could have anticipated at the time the agreement was entered into, no compensation or price reduction will be provided. This is a typical risk that consumers should be prepared for. If such revisions are necessary, consumers may be billed at prevailing rates at our discretion. Please note that MooCommerce AS cannot be held liable for services or products that do not function as expected if the consumer opposes the proposed changes.
16.2
If ordered software or other products do not function as intended, or if the delivered service contains errors, MooCommerce reserves the right to either recall the product for repair or terminate the service entirely. In the event of services/products being terminated, the consumer is entitled to a refund for the corresponding part(s) of the contract price. It is important to note that temporary withdrawals of products due to maintenance, updates, or changes will not be compensated. The repair period cannot be less than twenty calendar days.
17. Disclaimer
17.1
THE SERVICES ARE PROVIDED «AS IS,» AND THEIR AVAILABILITY IS NOT GUARANTEED. YOU ARE ALLOWED TO USE THE SERVICES AT YOUR OWN RISK. WE WANT TO MAKE IT CLEAR THAT WE DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES IN CONNECTION WITH THE SERVICE AND ITS USE. THIS INCLUDES WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, BUT IS NOT LIMITED TO. WE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE CONTENT OF THE SERVICE OR THE CONTENT OF ANY WEBSITES LINKED TO IT. IN ADDITION, WE DISCLAIM LIABILITY FOR:
– ERRORS, ACCIDENTS, OR INACCURACIES IN THE CONTENT AND MATERIALS.
– ANY BODILY INJURY OR PROPERTY DAMAGE CAUSED BY ACCESSING OR USING THE SERVICES.
– UNAUTHORIZED ACCESS TO OR USE OF SERVERS AND STORAGE OF PERSONAL AND/OR FINANCIAL DATA.
– INTERRUPTION OR TERMINATION OF TRANSFER TO OR FROM THE SERVICE.
– OTHER CONCERNS REGARDING THE SERVICES.
ANY ERRORS OR OMISSIONS IN CONTENT OR MATERIALS, OR FOR ANY LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE.
WE WANT TO EMPHASIZE THAT WE DO NOT GUARANTEE, ENDORSE, OR TAKE RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE, ANY HYPERLINKS ON THE WEBSITE, OR ANY BANNERS ON ANY WEBSITE. IN ADDITION, WE CANNOT BE HELD LIABLE FOR MONITORING ANY TRANSACTIONS BETWEEN YOU AND THIRD-PARTY PRODUCT OR SERVICE PROVIDERS.
18. Limited Liability Clause
18.1
Limited Liability Clause
WE, ALONG WITH OUR DIRECTORS, EMPLOYEES, AND AGENTS, SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THIS INCLUDES, BUT IS NOT LIMITED TO, LOST PROFITS, LOST FUNDS, LOST REVENUE, LOST DATA, AND OTHER DAMAGES THAT MAY RESULT FROM YOUR USE OF OUR SERVICES, WHETHER OR NOT WE WERE INFORMED OF THEIR POSSIBILITY. IT IS IMPORTANT TO NOTE THAT, DESPITE ANY CONTRADICTORY LANGUAGE CONTAINED HEREIN, OUR LIABILITY TO YOU IS LIMITED TO THE AMOUNT YOU PAID US IN THE 12 MONTHS PRIOR TO THE EVENT, REGARDLESS OF CAUSE OR ACTION. IF CERTAIN LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.
19. General
19.1
A party’s decision not to pursue a breach of contract shall not be construed as a waiver of the right to pursue other breaches, whether they occurred before or after the particular breach. Similarly, delay or non-use of contractually vested rights by a party shall not be construed as a waiver of those rights.
19.2
If any provision of the contract is found to be invalid, unenforceable, or illegal, that specific provision shall be eliminated, but all other provisions shall remain in full force and effect, ensuring the continued validity and enforcement of the remaining terms.
19.3
Without prior written consent from MooCommerce AS, the customer may not transfer the contract, delegate its responsibilities, or sublicense any of its rights under the contract. Any transfer or assignment contrary to clause 19.3 is void. However, the contract remains binding on both parties and extends to their respective successors and assigns, intended for the mutual benefit of all parties involved.
19.4
It is essential to specify that each party is a separate contractor. The agreement between the parties does not establish a partnership, franchise, joint venture, agency, mandate, or employment relationship.
19.5
The contract is exclusively between the parties involved and does not give any third party the right or ability to enforce its terms.
19.6
The contract represents the entire agreement between the parties and supersedes any previous agreements on the same subject. Both parties acknowledge that they have not relied on any oral or written representations, negligent or otherwise, other than those expressly stated in the contract. It is important to note that this clause does not limit or exclude liability for fraud.
19.7
The contract is governed by Norwegian law unless the customer is a member of the EU, in which case Norwegian law still applies. The parties consent to the exclusive jurisdiction of the Oslo District Court and Oslo City Court for any disputes or claims arising out of or in connection with the contract, its subject matter, or its formation, including disputes extending beyond the scope of the contract.
19.8
To avoid confusion, this contract does not cover specifications and functionalities of devices and peripheral equipment, maintenance, warranty, or support obligations. These aspects are subject to separate terms and conditions agreed between the customer and the respective third-party equipment supplier, peripheral equipment dealer, or leasing entity, as applicable.
20. Protection of Intellectual Property Rights
20.1
The protection of intellectual property rights is of paramount importance to MooCommerce AS. This includes software code, proprietary algorithms, user interfaces, and any creative or innovative components integrated into MooCommerce AS’s functionality. To preserve the integrity and exclusivity of their intellectual property, MooCommerce companies often rely on comprehensive terms and conditions agreements.
20.2
Through these contracts, MooCommerce AS establishes the framework for its engagement with customers. They define the scope of permitted use, ownership of data, confidentiality measures, and assignment of intellectual property rights. By precisely delineating these terms, MooCommerce AS not only safeguards its intellectual assets but also ensures smooth and secure operation of its services.
In this context, standard terms and conditions agreements address crucial aspects of intellectual property, such as:
– Ownership: MooCommerce AS informs about the ownership of the software, content, and other intellectual property integrated into their services. This clarifies that users do not acquire ownership of these assets but are instead granted access and usage rights. Any unauthorized use of MooCommerce AS’s intellectual property may result in immediate termination of services and legal action.
20.3
MooCommerce allows users to generate content or data while using the platform. The agreements typically stipulate that users retain ownership of such user-generated content while granting MooCommerce AS a license to use and archive it for service-related purposes.
20.4
The protection of intellectual property rights extends to safeguarding sensitive business information and trade secrets. Typical terms and conditions agreements include confidentiality clauses to prevent unauthorized disclosure or use of confidential information.
20.5
MooCommerce AS specifies its policies for handling claims of intellectual property infringement, which may include mechanisms for reporting alleged infringements and procedures for responding to such claims.
20.6
These agreements emphasize the importance of users complying with copyright laws, highlighting MooCommerce AS’s commitment to respecting others’ intellectual property rights.
21. Service Level Agreement (SLA)
21.1
Service Level Agreement (SLA) and Client Responsibility
In addition to the above elements of the Service Level Agreement (SLA), it is essential to emphasize the client’s role in maintaining active communication and not impeding MooCommerce AS’s ability to address issues. Effective and timely communication from the client’s side is crucial for the efficient resolution of any problems that may arise.
21.2
Active Client Participation
The client is required to actively participate in communication and provide prompt responses to any inquiries or requests for information from MooCommerce AS. This active participation is critical to facilitating MooCommerce AS’s efforts in resolving any issues and ensuring the smooth functioning of the services.
21.3
Extension of Resolution Period
Each time MooCommerce AS communicates with the client regarding corrections or updates, an additional period of 30 business days is granted to MooCommerce AS to continue working on resolving the issues. This extended period provides MooCommerce AS with sufficient time to thoroughly address and rectify any issues, considering the complexities that may be involved.
21.4
Disclaimer for Delayed Communication
MooCommerce AS is not liable for any failure or delay in resolving issues that may be attributed to the client’s delayed response or lack of cooperation. The responsibility for maintaining consistent and prompt communication lies with the client, and any delays on the client’s part may affect the timeline for resolution.
21.5
Disclaimer
MooCommerce AS refers to Section 8, «Limitation of Liability,» regarding its disclaimer for any claims for damages related to delays or issues in resolving problems under the SLA. MooCommerce AS shall not be liable for any form of compensatory damages arising from delays or issues in service delivery or issue resolution covered under this section.
The SLA, along with these additional client responsibilities, constitutes a comprehensive framework governing the relationship between MooCommerce AS and its customers. It is designed to clarify the expectations and obligations of both parties, thereby ensuring a productive and mutually beneficial partnership.
22. Legal Compliance
MooCommerce AS is committed to adhering to the highest ethical and legal standards in all aspects of its operations. This includes our Terms and Conditions, which serve as the foundation for our customer relationships. We are committed to full transparency and compliance with all applicable laws and regulations. Our mission is to deliver exceptional services while protecting your rights and privacy. To achieve this, our terms and conditions have been carefully crafted to align with the legal environment and protect the interests of both parties.
23. Effective and Amicable Dispute Resolution
We value your trust and satisfaction as a customer of MooCommerce AS. While we strive to provide excellent services and maintain a positive relationship with our customers, we recognize that disagreements may occasionally arise. We believe these concerns should be addressed in a fair, transparent, and effective manner. Our Terms and Conditions contain provisions for dispute resolution to ensure that if disagreements arise, both parties have access to a defined framework to do so. Our goal is to facilitate open communication, mutual understanding, and a mutually satisfactory resolution to any issues that may arise during our partnership.
24. Force Majeure
MooCommerce AS reserves the right to immediately terminate services, without notice, in the event of a customer’s non-compliance with applicable laws and regulations.
In the dynamic world of technology and business, unforeseen events may occasionally affect the delivery of our services. At MooCommerce AS, we acknowledge that unforeseen circumstances, often referred to as «force majeure» events, can derail even the most carefully laid plans. Our commitment to transparency and fairness extends to these circumstances as well. We have included a Force Majeure clause in our Terms and Conditions to provide our company and our valued customers with a structured approach to handling such circumstances.
25. Applicable Laws
The section on applicable laws in MooCommerce AS’s Terms and Conditions describes the legal framework governing our agreement with our valued customers. When it comes to the applicable laws for this agreement, we aim to ensure transparency and clarity. Our goal is to form a partnership that is fair and mutually beneficial.
Both parties agree that, regardless of its principles of conflict of laws, this framework shall govern the interpretation and enforcement of this agreement for all matters related to our services and this agreement, including any disputes that may arise. MooCommerce AS shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, strikes, or lack of transportation facilities, fuel, energy, labor, or materials.
We believe that this strategy provides a clear and consistent legal basis for our relationship, fostering trust and understanding between our company and our customers. We are committed to maintaining the highest levels of compliance and legal integrity in all our business dealings.
Please note that the specific jurisdiction or legal framework may vary based on the company’s location and the parameters of the agreement.
26. Entire Agreement
As part of our commitment to transparency and clarity, we have included this ‘Entire Agreement’ provision in our Terms and Conditions at MooCommerce AS. This section serves as an important clarification for both partners in our partnership.
The ‘Entire Agreement’ clause states that this document represents the entire agreement between our company and our valued customers, and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions concerning the subject matter covered herein, whether written or oral.
The inclusion of this provision is intended to eliminate any ambiguity or confusion regarding the terms of our agreement. We believe that by clearly defining the scope and exclusivity of this contract, we will be able to cultivate a more positive and productive working relationship.
We appreciate your trust in our services and your recognition of the importance of this ‘Entire Agreement’ section in preserving a transparent and collaborative relationship. This agreement constitutes the final and entire agreement between MooCommerce AS and the client, superseding all prior and contemporaneous understandings and agreements, both written and oral, regarding the subject matter herein.
27. Severability
In an effort to ensure the clarity and enforceability of our Terms and Conditions, we have included a ‘Severability’ clause. The purpose of this provision is to protect the integrity of our agreement in case any part of it is deemed invalid or unenforceable under applicable law.
The ‘Severability’ clause states that if any part of our Terms and Conditions is determined to be unlawful, invalid, or unenforceable, it will not affect the validity and enforceability of the remaining provisions. This ensures that the essential terms of our agreement remain intact and fully enforceable.
We have included this clause to reassure both parties that even if certain provisions are challenged or deemed invalid, the overall agreement will still be valid. Our goal is to maintain honesty and transparency in our dealings with valued customers.
Your acknowledgment of the importance of this ‘Severability’ clause is greatly appreciated as we work to establish a secure and fair partnership. «If any part of these terms is held to be invalid or unenforceable, the remainder of the terms shall continue to be fully valid and effective.»
28. Access to FTP or Database (DB)
28.1
General Policy
As a standard practice, we do not provide access to FTP (File Transfer Protocol) or Database (DB) on our platform. This limitation is in place to ensure the security, stability, and integrity of our services.
28.2
Exception Procedure
(a) Application for Access: In exceptional cases where a customer requires access to FTP or DB for specific reasons such as customization or integration, they may submit a formal request for such access.
(b) Approval Process: All requests for FTP or DB access will be subject to a review process by our technical team. Approval of such requests is at the discretion of MooCommerce AS.
28.3
Data Backups
The customer must ensure they have up-to-date backups of their data before making any changes to the system. MooCommerce AS shall not be held responsible for any loss of data, corruption, or service interruptions resulting from the customer’s actions.
28.4
Technical Support
Any issues, errors, or complications arising from the customer’s use of FTP or DB access are the customer’s responsibility. MooCommerce AS may provide support, but this is not guaranteed and may be subject to additional charges.
This policy ensures that the provision of FTP or DB access remains a controlled and secure process, safeguarding the overall performance and security of our MooCommerce AS platform.
29. Licensed Plugin Access and E-commerce Store Migration
29.1
Licensed Plugin Ownership
(a) Plugin Ownership:
In cases where MooCommerce AS includes licensed plugins, it is important to note that these licensed plugins are proprietary and owned by MooCommerce AS. Customers using our platform are granted the right to use these plugins within the scope of their subscription, but they do not have ownership or the right to access the source code or modify these plugins.
(b) Access Restriction:
29.2
E-commerce Store Migration and Licensed Plugins
(a) General Rule:
When a customer decides to migrate their e-commerce store away from our MooCommerce AS platform, the standard procedure is that any licensed plugins will be uninstalled as part of the migration process. This is done to ensure compliance with our license agreements and to prevent unauthorized use of the plugins.
(b) Customer Responsibility:
It is the customer’s responsibility to inform us of their intention to move their e-commerce store. Upon notification, MooCommerce AS will collaborate with the customer to coordinate the uninstallation of licensed plugins in a manner that minimizes disruptions to the customer’s operations.
29.3.
Alternative Solutions
MooCommerce AS may offer alternative solutions or recommendations to replace the functionality of licensed plugins with non-licensed alternatives or custom integrations, where feasible. These solutions will be discussed and agreed upon during the migration process.
29.4.
Data and Content
The customer must ensure that any data, content, or configurations associated with the licensed plugins are properly backed up or migrated as part of the overall e-commerce store migration process.
29.5.
Compliance with License Agreements
Customers are expected to comply with any license agreements and terms associated with third-party plugins, including those offered by MooCommerce AS. Failure to comply may result in additional fees, legal actions, or other necessary measures.
This policy is in place to protect the intellectual property rights and license agreements associated with our proprietary plugins.
30. No Waiver
In our commitment to maintaining the terms and conditions governing our services, we have included a ‘No Waiver’ provision. This provision is in place to emphasize that any failure or delay on our part in exercising a particular right or remedy does not constitute a waiver of that right or remedy.
We want to ensure that our customers understand that even if we do not immediately enforce a specific provision, it does not mean that we have waived our right to enforce it in the future. This ‘No Waiver’ clause underscores our intention to consistently and fairly adhere to the terms of our agreement.
We appreciate your understanding of the importance of this provision as it helps maintain the integrity of our contractual relationship. It reflects our dedication to transparency and our promise to provide you with the highest standard of service.
31. Data Processing Agreement (DPA)
At MooCommerce AS, we place great value on data protection and privacy. Our Data Processing Agreement (DPA) constitutes a central part of our Terms and Conditions and outlines our obligations and duties regarding the handling of personal data on behalf of our users. In our role as a data processor, we commit to implementing strict security protocols to protect all personally identifiable information collected, processed, or transmitted through our platform. This agreement ensures our compliance with relevant privacy laws and guarantees transparency, confidentiality, and accountability in all our data processing activities. By using our services, users acknowledge and consent to the terms outlined in this DPA, thereby reinforcing our commitment to maintaining the highest standards of privacy and security.
32. Customer Feedback for Error Correction
MooCommerce AS’s failure to enforce any part of these terms does not constitute a waiver of MooCommerce AS’s right to later enforce it or any other part of these terms.
32.1
Error Reporting
When a customer encounters an error or issue with MooCommerce AS’s service, they are required to promptly report it to the company’s customer support team in writing or via the specified communication channels. It is important to check your emails, including spam folders.
32.2
Website and E-commerce Store Speed Optimization
MooCommerce AS acknowledges the importance of speed for websites and e-commerce stores and its impact on user experience. Website and e-commerce store speed can be affected by various factors such as API requests, heavy images, server performance, and server capacity. Addressing these issues may require optimization strategies including cache optimization, image compression, server upgrades, or resolving plugin incompatibilities. Please note that all work related to speed optimization, including diagnosis and implementation of solutions, is a billable service. Clients will be responsible for the costs associated with these services to enhance the performance of their digital platforms.
32.3
Initial 30-Day Resolution Period
Upon receiving a valid error report, the company commits to making reasonable efforts to investigate and resolve the reported error within a period of 30 days.
32.4
Customer Collaboration
During the resolution period, the customer agrees to collaborate by providing any additional information, feedback, or testing that the company reasonably requests to expedite the resolution process.
32.5
Communication Obligation
If the company believes they have successfully resolved the error but does not receive any response or confirmation from the customer within a reasonable period (e.g., 10 business days) after the solution or fix has been delivered, the following steps will apply:
Company’s Notice: The company will notify the customer of its belief that the error has been resolved and request confirmation of the solution.
Customer Response: The customer is required to respond promptly and confirm whether the error has indeed been resolved or if the issue persists.
32.6
Extension of Resolution Period
If the customer confirms that the error is not resolved or fails to respond within a specified period (e.g., 10 business days), the resolution period will be extended by an additional 20 days or a reasonable duration agreed upon by both parties.
32.7
Enhanced Error Resolution
The company will make additional efforts to resolve the error during the extended period, and the customer agrees to provide feedback and collaborate as needed.
32.8
Solutions Beyond the Extended Period
If the customer continues to experience the error after the extended resolution period, both parties agree to engage in good-faith discussions to explore alternative solutions or actions.
This clause aims to ensure that both the company and the customer actively participate in the error correction process, fostering communication and collaboration. It also allows for a structured approach to handling situations where customers do not respond promptly or confirm the resolution to reported errors.
33. Definitions
33.1
The following terms are defined as follows in these terms and conditions for MooCommerce AS:
«Contracting Company» refers to each contracted company that has entered into a legally binding contract with MooCommerce AS to comply with subcontractors.
«MooCommerce» refers to MooCommerce AS. It is Norway’s leading SaaS organization, registration number: 21 56 66 11, and address: Olaf Helsets vei 5, 0694 Oslo.
«Confidential Information» refers to all information disclosed orally or in writing from one party to the other.
(a) confidential; or
(b) by its nature confidential (whether marked «confidential» in writing or not);
«Contract» refers to the contract entered into between the customer and MooCommerce AS on the date MooCommerce AS informed the customer via email that the Registered Account was created, these terms of service, as amended from time to time, and any other documents incorporated by reference;
«Disclosing Party» is defined in clause 11.1;
«GDPR» refers to Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
«Insolvency» occurs, with respect to a Party, when:
(a) in reliance; or
(b) by its nature confidential (whether marked «confidential» in writing or not);
(c) the person is unable to pay debts as they fall due;
(d) steps are taken to have possession of, or attachment, seizure or other process is instituted or enforced, any part of that party’s obligations, assets, rights or income;
(e) it is proposed, with respect to that party, that a voluntary arrangement with creditors is to be made under applicable law or that a settlement or composition with creditors is to be proposed under applicable law with respect to that party.
(vi) the occurrence of circumstances corresponding to (a) to (e) above under laws and related jurisprudence and practices applicable to the party (if (a) to (e) above do not apply to the party);
«Intellectual Property Rights» refers to all patents, trademarks, service marks, copyrights and related rights, domain names, rights in designs, database rights, rights in topographies and all other similar property rights, whether registered or unregistered, including all applications (or rights to apply) for renewal or extension of such rights, and all equivalent or similar rights or forms of protection that exist or will exist now or in the future in any jurisdiction.
«Subprocessor» means MooCommerce AS’s data processor, who is bound by the company’s rules (as defined in the GDPR);
«Receiving Party» has the meaning given in clause 11.1;
«Registered Account» means the account registered in the customer’s name for the use of the services;
«Representatives» for the customer means their employees, managers, directors, agents, legal advisers, auditors, and subcontractors; and with respect to MooCommerce AS, it means its affiliates and the employees, officers, directors, agents, legal advisers, auditors, and subcontractors of MooCommerce AS and its affiliates;
«Services» means services related to outsourcing, custom WordPress development, custom Magento 2 development, UX design, etc.
«Standard Contractual Clauses» means either (i) where MooCommerce AS, under the service agreement, is determined to act as a data processor on behalf of the customer, «Standard Contractual Clauses (Processors)» (issued by the European Commission pursuant to Decision C (2010) 593); or (ii) where the developer, under the agreement, is determined to act as a data controller, «Standard Contractual Clauses (Controller (set II)» (issued by the European Commission pursuant to Decision 2004/915/EC).
«Third Party Personal Data» means personal data concerning customers and, to the extent such data is received by MooCommerce AS as a result of the use of the services, information concerning the customer’s employees and other personnel – current, former, and potential;
«User» means a person authorized by the customer to use the services; and this term may include clients, employees, other personnel, consultants, contractors, and agents of the client;
«Website» refers to the MooCommerce AS website located at ybedigital.no, as well as any successors or affiliated sites designated by MooCommerce AS.
These terms shall be interpreted as follows:
(a) The terms «data controller,» «data processor,» «personal data,» «processing,» and «processing activity» are defined in accordance with the Privacy Act (or equivalent Norwegian law for customers registered in Norway); and
(b) Each term introduced with «including» shall be interpreted as illustrative and shall not limit the meaning of the words following such term.
Any reference in the contract to a law or provision of law, including subordinate legislation, includes the law or provision as amended, extended or replaced from time to time. Unless otherwise expressly stated, if there is inconsistency or conflict between the various components of the contract, these terms of service shall prevail to the extent of any such inconsistency or conflict.
MooCommerce AS
Organization number: 931 435 949
Address: Industriveien 6, 1461 LØRENSKOG.
Email: post@localhost