Terms of Services

The Basics

Effective date: 1 January 2025

These Terms of Service (the "Terms") govern the provision of consultancy and related technology services (collectively, the "Services") by Agava – AI Tech, organisation number 934 236 823, having its address at Høyteknologisenteret, Thormøhlens Gate 55, 5006 Bergen, Norway ("Agava", "we", "our" or "us") to the entity or person (“Client”, "you" or "your") that purchases or otherwise uses the Services.

1. Acceptance of the Terms
By (a) signing an order form, statement of work ("SOW") or other agreement that references these Terms, or (b) accessing or using any of the Services, the Client agrees to be bound by the Terms. If the individual accepting the Terms is acting on behalf of a company or other legal entity, such individual represents that they have the authority to bind that entity. If you do not agree to the Terms, do not use the Services.

2. Definitions
TermMeaning
DeliverablesAny reports, models, software code, documentation or other work products created specifically for Client under an SOW.
Intellectual Property Rights ("IPR")All patents, copyrights, trademarks, trade secrets and other proprietary rights worldwide.
Third‑Party ToolsSystems, models, data sets or other technology owned by parties other than Agava or Client, including public cloud services and large‑language models.

3. Scope of Services
3.1 Service Description. Services may include (i) strategic advice, (ii) data analysis, (iii) development, integration and deployment of AI or software solutions, (iv) training and workshops, and (v) related support.
3.2 Statements of Work. Each engagement will be described in one or more SOWs that incorporate these Terms and specify the scope, Deliverables, assumptions, timeline, fees and other details.

4. Engagement Process
4.1 Co‑operation. The Client shall provide timely access to personnel, data, systems and decision‑makers as reasonably required for Agava to perform the Services.
4.2 Change Management. Either party may propose changes to the scope. Changes become binding only when agreed in writing (email sufficient) and may result in adjustments to fees or schedule.

5. Fees, Invoicing and Payment
5.1 Rates. Unless otherwise stated in an SOW, Services are provided on a time‑and‑materials basis at Agava’s prevailing hourly or daily rates.
5.2 Expenses. Client will reimburse pre‑approved reasonable travel and out‑of‑pocket expenses.
5.3 Invoicing & Payment Terms. Agava invoices monthly in arrears. Payment is due within 14 days of the invoice date. Late payments bear interest at 8 % p.a. or the maximum rate permitted by law.
5.4 Taxes. Fees are exclusive of VAT and any other applicable taxes, which Client shall pay.

6. Client Responsibilities
6.1 Data & Access. Client is responsible for (i) the accuracy, quality and legality of any data it supplies and (ii) obtaining consents necessary for Agava to process such data.
6.2 Use of Deliverables. Client shall use Deliverables only for lawful purposes and in accordance with applicable laws and regulations.

7. Intellectual Property
7.1 Pre‑existing IPR. Each party retains all IPR in materials it owned or developed independently of the engagement.
7.2 Agava Background Materials. Agava retains ownership of methodologies, templates, libraries, generic code, models and know‑how ("Background Materials"). Agava grants Client a worldwide, non‑exclusive, perpetual licence to use Background Materials embodied in the Deliverables solely as part of those Deliverables.
7.3 Project‑specific Deliverables. Upon full payment of all fees, and unless otherwise stated in the SOW, Agava assigns to Client all IPR in Deliverables that are uniquely created for Client and do not constitute Background Materials or Third‑Party Tools.
7.4 Third‑Party Tools. Use of Third‑Party Tools is subject to the relevant supplier’s licence terms. Agava makes no warranty regarding Third‑Party Tools.

8. Confidentiality
8.1 Definition. “Confidential Information” means any information disclosed by one party to the other that is marked or should reasonably be understood as confidential.
8.2 Obligations. Each party will (i) use Confidential Information only for the purpose of performing or receiving the Services, (ii) restrict disclosure to personnel and subcontractors who have a need to know and are bound by similar obligations, and (iii) protect Confidential Information using at least reasonable industry measures.
8.3 Exceptions. Obligations do not apply to information that is (a) publicly available without breach, (b) independently developed, (c) rightfully received from a third party, or (d) required to be disclosed by law or court order (in which case the disclosing party will give prompt notice, where lawful, and co‑operate to seek protective measures).
8.4 Term. The confidentiality obligations survive 5 years after termination; trade secrets remain protected for as long as they constitute trade secrets.

9. Data Protection
9.1 GDPR Compliance. Where Agava processes personal data on behalf of Client, the parties shall enter into a Data Processing Agreement that satisfies Article 28 GDPR.
9.2 Security. Agava implements technical and organisational measures aligned with industry practice to safeguard data against unauthorised access, loss or alteration.

10. Warranties and Disclaimers
10.1 Performance Warranty. Agava warrants that the Services will be performed with reasonable skill and care in accordance with expected standards.
10.2 Disclaimer. Except as expressly stated in the Terms or an SOW, the Services and Deliverables are provided "as is" without any other warranties, express or implied, including fitness for a particular purpose, non‑infringement, or that any AI models or software will be error‑free or achieve specific results.

11. Limitation of Liability
11.1 Indirect Damages. Neither party shall be liable for indirect, consequential, incidental, punitive or special damages, including loss of profits, revenue, data or use.
11.2 Aggregate Cap. Except for (i) unpaid fees, (ii) breach of confidentiality, (iii) infringement of IPR, or (iv) wilful misconduct or gross negligence, each party’s total liability arising out of or relating to the Services is limited to 100 % of the fees paid or payable by Client under the SOW giving rise to the claim.
11.3 Basis of Bargain. The limitations above apply to the maximum extent permitted by law and form an essential basis of the bargain between the parties.

12. Indemnity
Client agrees to indemnify and hold harmless Agava against claims arising from (i) Client data, (ii) Client’s misuse of the Services or Deliverables, or (iii) Client’s breach of the Terms.

13. Force Majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, strikes, war, terrorism, pandemics, power or network failures, or acts of government.

14. Term and Termination
14.1 Term. These Terms remain in effect for the duration of any active SOW and until all obligations are fulfilled.
14.2 Termination for Convenience. Either party may terminate an SOW for convenience with 30 days’ written notice. Client shall pay for Services performed up to the termination date.
14.3 Termination for Cause. Either party may terminate an SOW immediately if the other party materially breaches the Terms and fails to remedy the breach within 14 days of written notice.
14.4 Effects of Termination. Upon termination, (i) all licences granted to Client under Section 7.2 remain in effect, (ii) each party shall return or destroy the other party’s Confidential Information on request (except for safe‑store backups required by law), and (iii) Sections 7–13 and 16–19 survive.

15. Subcontracting
Agava may engage qualified subcontractors to deliver parts of the Services, provided Agava remains responsible for their performance.

16. Governing Law and Dispute Resolution
16.1 Governing Law. The Terms are governed by and construed in accordance with the laws of Norway, without regard to its conflict‑of‑law rules.
16.2 Venue. Any dispute that the parties cannot resolve amicably within 30 days shall be submitted to the exclusive jurisdiction of the courts of Bergen, Norway. Either party may seek interim injunctive relief in any competent court.

17. Modifications to the Terms
Agava may update these Terms from time to time. Changes become effective 30 days after being posted on agava.no or otherwise notified to Client. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

18. Assignment
Neither party may assign or transfer its rights or obligations under the Terms without the other party’s prior written consent, except that either party may assign the Terms in connection with a merger, acquisition or sale of substantially all of its assets.

19. Severability and Waiver
If any provision of the Terms is held unenforceable, the remainder shall remain in full force, and the parties shall replace the invalid provision with a valid provision that most closely approximates the original intent. Failure to enforce any right is not a waiver of future enforcement.

20. Entire Agreement
The Terms, together with each applicable SOW and any referenced annexes, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals and communications.

21. Contact Information
Questions about the Terms should be directed to:
Agava – AI Tech AS
Email: kontakt@agava.no