1 IntroductionThese Standard Terms (the “Terms”) are binding upon “Customer's” (as set forth in the Order Form) use of the Propely management platform, a cloud-based platform for property management, operation and maintenance described in more detail at https://propely.no (the “Service”).
The Service is available as a downloadable mobile application (the “App”) and through the website https://app.propely.no (the “Site”). The service is provided by Propely AS (“Propely”).
Propely and the Customer have entered into an order form (the “Order Form”), in which the Customer has ordered the Service from Propely. The order form and Propely's provision of the Service to the Customer are governed solely by these Terms, unless otherwise agreed in writing. The Order Form and these Terms and Conditions are collectively referred to as the “Agreement”.
Propely and the Customer will hereafter be jointly referred to as the “Parties” and individually as a “Party”.
2 EstablishmentIf an establishment phase is required, the plan and commercial terms for such phase shall be set out in the Order Form.
3 Service
3.1 GeneralPropely has developed the Service, which is a platform for the operation and maintenance of real estate. The functionality of the service is described in more detail here: https://propely.no/
3.2 Access to useThe Customer and persons employed by or engaged by the Customer (each a “User”) are granted access to use the Service in accordance with the Agreement. Each User's access to the Service shall be managed by the Customer. The Customer is fully responsible for all its Users' access to and use of the Service
The Customer and its Users may provide other third parties (each of them also a “User”) access to the Service for the purposes of and in connection with the administration of their properties, such as tenants, contractors, suppliers and the like. The Customer is fully responsible for such third parties' access to and use of the Service, including that such third parties use the Service only in accordance with the Agreement.
The Service is available through the Website or App. The app can be downloaded via the App Store and Google Play.
3.3 Permitted useCustomer is granted a limited term, non-exclusive, non-transferable license to download, access and use the Service in and as part of its own business and in accordance with this Agreement during the term of the Agreement.
3.4 Limitations of useThe Customer and the Users shall not and shall not permit any third party to, unless expressly stated in the Agreement:
If Customer uses the Service in violation of this Agreement, Propely shall have the right to remove Customer's access to the Service and terminate the Agreement with immediate effect.
3.5 Versions and UpdatesPropely may, in its sole discretion, further develop and release new versions of and updates to the Service.
Customer shall always use the latest released version (s) made available by Propely. Propely is under no obligation to provide any support or maintenance services related to, and assumes no liability in relation to Customer's use of, any version of the Service that is older than the currently applicable version.
Updates and/or releases may change the appearance and/or functionality of the Service.
3.6 Required Third-Party Equipment and SoftwareCustomer acknowledges and agrees that Customer's use of the Service may require third-party equipment and/or software. Propely shall not acquire or be in any way responsible for such equipment and/or software, unless otherwise agreed between the Parties.
3.7 DocumentationRelevant documentation related to the Service is available here: https://propely.no/
3.8 Additional servicesPropely may provide additional services, such as training services, to the Customer. Such services will be subject to a separate agreement between the Parties.
4 Support and service levelsPropely shall exercise professional competence and prudence in the performance of the Service. Any specific service levels agreed between the Parties shall be set out in a separate service level agreement.
Propely shall in no way be obliged to provide support to any person other than that specified in the Agreement.
5 Prices and terms of payment
5.1 Remuneration
The remuneration and conditions for the consideration payable by the Customer for the Service, including prices for third party supplies included in the Service, are specified in the Order Form.
The currency to be used for pricing and invoicing is Norwegian krone (NOK).
5.2 Terms of paymentAll prices are fixed excluding customs duties, taxes (including VAT) and other fees.
Unless otherwise agreed, payment shall be due 30 days after the invoice date.
5.3 Price adjustmentsPropely has the right to adjust the remuneration payable under the Agreement for the Service in line with Propely's applicable rates. Such adjustment shall be notified in writing no later than 1 month prior to the adjustment. If the Customer does not agree to an adjustment, the Customer may terminate the Agreement with at least 21 days' written notice before the price adjustment takes effect.
The above right of termination does not apply to annual adjustments as of the new calendar year in accordance with the changes in the consumer price index, nor to adjustments to the extent that public rules or decisions regarding taxes change in a way that affects the remuneration or costs of Propely.
5.4 Late paymentIf the Customer does not pay within the agreed time, Propely may claim interest on the amount due for payment, in accordance with Act No. 100 of 17 December 1976 on interest in late payment etc. (the Delay Interest Act).
Propely may also suspend Customer's access to the Service until payment has been made.
6 Use of customer data
6.1 GeneralThe use of the Service is dependent on the Service accessing certain data belonging to the Customer (“Customer Data”). Such Customer Data is manually/transmitted by Customer, or by Propely on behalf of Customer, or collected through integration with Customer's hardware components and/or existing computer systems or otherwise give/transmitted by Customer, where applicable.
6.2 Responsibility for Customer DataPropely disclaims any liability for any loss, error or omission of Customer Data. No claim based on errors or omissions in Customer Data or loss of Customer Data may be brought against Propely, unless such error, deficiency or loss is caused by the continued misconduct or gross negligence of an authorized Propely representative.
6.3 Rights to customer dataSubject to the section below, Propely processes Customer Data only to the extent necessary to provide the Service to the Customer.
Customer grants Propely a non-exclusive, perpetual, non-revocable, global and free license to use Customer Data from the Service in an aggregated and anonymized form. The Customer agrees and accepts that Propely may freely use such anonymised data, including for statistics, analysis and development of Propelys Service.
7 Personal dataAny processing of personal data in connection with the performance of this Agreement is governed by the Data Processing Agreement concluded between the Parties.
8 Intellectual property rights and infringement
8.1 Intellectual property rightsIntellectual property rights (“Intellectual Property Rights”) shall include patents, inventions (patentable or non-patentable), copyrights, designs, trademarks, technical specifications, database rights, data, source codes and object codes for programs and parts thereof, trade secrets, data and all documentation related to such rights including know-how and goodwill, and any other existing intellectual property, whether registered or unregistered, where Preferably in the world.
Unless expressly agreed otherwise, nothing in this Agreement shall be construed as a transfer, in whole or in part, of Customer's or Propely's Intellectual Property Rights, and ownership of such Intellectual Property Rights shall belong to the Party to which they belong. Propely and its licensors shall retain all rights, titles, interests and Intellectual Property Rights relating to the Service and related software and documentation, as well as any updates, modifications, enhancements and derivations thereof.
8.2 InfringementEach Party (the “Responsible Party”) shall, at its own expense, determine and/or defend and indemnify the other Party (the “Protected Party”) against any costs, losses or damages arising out of a claim or lawsuit against the Protected Party to the extent that such claim or lawsuit is based on the infringement of the Intellectual Property Rights of the Responsible Party (including Customer Data) of a third party, provided that:
The Responsible Party agrees that in negotiating a settlement under this clause, it shall act reasonably and shall consult with the Protected Party prior to entering into a settlement.
The preceding paragraph sets forth the sole liability of the Indemnifying Party and the Protected Party's exclusive remedy in connection with infringement of Intellectual Property Rights.
8.3 Propellight's Infringement Opportunities and Limitation of LiabilityIf a claim or lawsuit alleging infringement is brought, or Propely believes that it may be brought, Propely shall, at its own expense, have the opportunity to:
Notwithstanding the above, Propely shall have no liability for claims arising out of:
9 Breach of contract
9.1 GeneralFailure by a Party to comply with its obligations under this Agreement will constitute a breach of contract. The parties shall do what can reasonably be expected to rectify the breach without undue delay.
The non-breaching Party must give written notice of the breach without undue delay after the breach of contract has been discovered or should have been discovered.
9.2 Significant breach of contractA breach of the Agreement shall be deemed material if the Party in breach has not remedied the breach of contract within a reasonable time after receipt of written notice from the other Party specifying the breach of contract, and that this Agreement will be terminated if the breach of contract is not remedied within a reasonable time after receipt of the notice.
10 Limitation of LiabilityExcept for any standard compensation agreed in writing between the Parties, Propely is not responsible for any errors or delays in the Service, including technical errors, interruptions and inaccuracies. Propely is not responsible for Customer's use of, or decisions based on information provided in, the Service.
Each Party's liability under the Agreement shall not exceed the direct loss of the Party. Neither Party shall be liable to the other Party for incidental, special, consequential or indirect damages of any kind (including, but not limited to, damages resulting from interruption of operations, loss of data, loss of profits, loss of goodwill, use or the like).
Propely's maximum annual liability to the Customer in connection with the Agreement shall not exceed a total amount equal to 50% of the total consideration, excluding VAT, paid under the Agreement during the previous 12 months.
The limitations of liability mentioned above do not apply if the Party concerned has acted willfully or grossly negligently.
11 Duration and termination
11.1 DurationThe duration of the agreement is indicated in the Order Form.
11.2 RaisingIn the event of a material breach of contract, the Non-Breach Party may terminate the Agreement.
If due consideration is not paid within 15 calendar days of the due date, Propely may give the Customer written notice that the Agreement will be terminated if the consideration is not paid within 15 calendar days of receipt of such notice.
Both Parties may terminate the Agreement by written notice to the other Party if the other Party becomes insolvent or is unable to pay its debts as it matures or enters bankruptcy, either voluntarily or as a result of claims under law.
11.3 Effects of TerminationUpon expiry or termination of the Agreement
12 ConfidentialityThe Agreement and any business specific information provided by one Party to the other (whether oral or written or in visual, electronic or material form), including Intellectual Property Rights, shall be deemed “Confidential Information”.
Neither Party shall disclose Confidential Information to third parties, either during or after the term of the Agreement, except for purposes consistent with the administration and performance of a Party's rights or obligations under this Agreement, or as required by law.
Any information that is publicly available, independently developed or lawfully obtained from third parties without breach of confidentiality shall not be considered Confidential Information.
The receiving Party shall immediately notify the supplying Party in writing of any unauthorized disclosure of Confidential Information and shall take all reasonable steps to mitigate any harmful effect of such unauthorized disclosure.
13 Force majeureIf the performance of this Agreement is prevented in whole or in part, or substantially hampered by circumstances beyond the control of the Parties, the Parties' obligations (with the exception of payment obligations) shall lapse to the extent the circumstances are relevant and for as long as the circumstances persist. Such circumstances include, but are not limited to, strikes, natural disasters, power outages, internet downtime, lockouts and cyber attacks or similar caused by malicious code, tool or device designed to disable or disrupt systems, provided that the Party has installed and maintained information security that is at least in line with market standard to protect against anticipated cyber attacks, as well as consequences of pandemics, including at all times stipulated the use of public authorities or corporate strategies to reduce consequences of or health risks associated with pandemics.
Each Party may terminate this Agreement by giving 1 month's written notice if the force majeure situation lasts for more than 90 days or makes it particularly burdensome for that Party to fulfill its obligations under the Agreement.
14 Miscellaneous
14.1 Use of SubcontractorsPropely may engage subcontractors to fulfill its obligations under this Agreement. Propely shall be responsible for the performance of such subcontractors.
14.2 MissionsPropely may assign its rights and obligations under the Agreement to a company within the Propelys group of companies.
The Customer cannot transfer the Agreement without the prior written consent of Propely, which shall not be withheld without reasonable cause.
14.3 AlertsAny notice required or permitted under this Agreement (other than communications between the Parties for operational purposes) shall be in writing and shall be sent by e-mail to the address specified by a Party.
14.4 Independent Contracting PartiesThe Agreement shall not constitute or create any joint venture, partnership, employment relationship or franchise between the Parties. The parties act as independent contracting parties in connection with the conclusion and execution of the Agreement.
14.5 ChangesPropely may change or modify the provisions of these Terms at any time. If a change made by Propely is materially unfavorable to the Customer, Customer may terminate the Agreement by giving written notice to Propely.
Continued use of the Service after a revised version of these Terms is posted on the website set forth below will be subject to the version of the Terms in effect at the time of use.
The latest version of the Terms and Conditions is available on this website.
14.6 SurvivalAny rights, responsibilities or obligations that the Parties have under the Agreement that are intended to survive the termination or expiration of the Agreement shall survive the termination or expiration of the Agreement, including the Parties' respective rights, responsibilities and obligations (and any limitations) set forth in paragraphs 10 and 12.
15 Applicable law and protectionThe Agreement is governed by and interpreted in accordance with Norwegian law.
Any dispute, disagreement or claim arising out of or in connection with the Agreement shall seek to resolve amicably through negotiations.
If the Parties fail to reach an amicable resolution of such dispute, disagreement or claim, each Party may refer the dispute or disagreement to be finally decided by Norwegian courts with Oslo District Court as the guardian.
Last Updated: 21.09.2022