Appendix 1

Appendix 1: Definitions and General Contract Terms and Conditions

This appendix was last updated 2013-01-01

The following Contract has been entered into between Name of Buyer (hereafter known as the Buyer) and Standard Online AS (hereafter known as Standard Online) relating to supply and maintenance of licensed products in Web Subscription.

1.1 Definitions

Licensed products can include Standards, eBook, eForms, Standards Collections and other products from various suppliers that the Buyer includes at any time in their Web Subscription.

WebSubscription is a Service facilitated at Standard Online providing electronic access to the licensed products that the Buyer wishes to access. The Buyer can thereafter log on to the website www.standard.no using a username and password. After logging on, the subscription is accessed via the tab “Subscriptions” in the top menu. Alternatively, the subscription can be facilitated using direct IP-based access from the Buyer’s intranet without log on.

Copyright shall confer the exclusive right to “dispose of a literary, scientific or artistic work by producing permanent or temporary copies thereof and by making it available to the public, be it in the original or an altered form, in translation or adaptation, in another literary or artistic form, or by other technical means” – as stated in the Copyright Act §2. Standards are literary works that are copyright protected pursuant to the Act of 12 May 1961 on Copyright in Literary, Scientific and Artistic Works and following (The Copyright Act). Please refer to Lovdata. Standards Norway adopts Norsk Standard, and Standard Online administrates the rights for both the author and publisher. When you buy a standard, you buy a copy of the standard; however, you do not buy the right to copy it to colleagues or cooperation partners. If you need more copies, these must be purchased.

DRM (Digital Rights Management) Products that are stored on or distributed via digital media are facilitated using DRM. DRM enables administration of access to the copyright-protected products and also ensures that the product accessed is always the most recent version. This means that there are restrictions on storage, copying of content and print out. The Buyer cannot store, re-distribute the document or copy the content of a licensed product. For more information, refer to Appendix 5 End-User Licence and Appendix 6 Technical Specification of the Systems.

Calculation of Availability Availability = (Measurement period – Downtime x 100)/Measurement period.

Measurement period is 3 months (quarterly).

Downtime is the time during which the Service is not available for the Buyer.

Simultaneous users: The number of simultaneous users is the number of employees who can be logged on to the Service at the same time.

Location A physical address that is associated with the company.

1.2 Scope of Delivery

The Contract covers facilitation and maintenance of licensed products in Web Subscription under the limitations and terms and conditions specified below.

At signing the Contract, the Buyer states the number of employees in the company who are to be able to use the Service at the same time (simultaneous users). If the Service is to be used by several locations within a Group, there must be at least one user per location and at least one location per country.

The products are labelled with a protected trademark in accordance with the Act of 26. March 2010 on Trademarks, and copyright-protected in accordance with the Act of 12 May 1961 on Copyright of Intellectual Property.

Products that are stored on or distributed via digital media are facilitated using DRM. The various licensed products have differing functionality and offer different user rights. The functionality and user rights for licensed products that are covered by this Contract at the time of signing the Contract are described in the Appendices listed on the first page of the Contract. The Appendices also contain information on the prices and terms and conditions that apply to the licensed product. The Contract confers the right to use other licensed products on the terms and conditions that currently apply. The Buyer can expand the content of the subscription during the contract period, and is responsible for familiarising themselves with the terms and conditions, functionality and user rights. When the products are entered in the subscription, it is deemed that the terms and conditions have been accepted. You can find the updated current prices and terms and conditions on www.standard.no/pricesandconditions

1.3 Standard Online Services and Obligations

The Contract entitles the Buyer to use a collection of products facilitated in the Service.

Access to the products is enabled via the Buyer’s subscription page on www.standard.no. The products are accessed via a username and password or via IP-verified URL log on.

Products that are withdrawn during a Contract year will normally be available in the Service for a certain period of time. Refer to the Appendix on Product Specific Terms and Conditions for detailed information on the product in question. If the Buyer wishes to continue to subscribe to the withdrawn products, this must be agreed separately.

Standard Online undertakes to ensure that the Service is available for the Customer at least 97% of the time between 08:00 and 16:00 on working days. The Service will also normally be available for the Customer between 16:00 and 08:00, at weekends, and on official public holidays; notwithstanding, lack of availability is not deemed by Standard Online to be breach of this Contract.

Lack of Service between 08:00 and 16:00 on working days is considered to be non-scheduled downtime. If non-scheduled downtime exceeds 3% of a measurement period, the Buyer is entitled to a proportional reduction of the price of the Service. Such claims must be submitted with warranty claims, cf. Contract Section 1.4. Calculation of the price reduction will be based on the operating service’s percentage of the quarterly price. Other than this, Standard Online waives all responsibility for non-scheduled downtime.

Scheduled downtime will occur. This will preferably take place on Saturdays and Sundays. Scheduled downtime can however also take place between 16:00 and 08:00 on all days. Scheduled downtime will not be included when calculating availability. Scheduled downtime is the period during which Standard Online conducts planned maintenance and upgrades. This could entail a temporary reduction in functionality for the Buyer, and the Service may become unavailable. In the event of scheduled downtime, the Buyer will be notified no later than 48 hours prior to starting maintenance/upgrade of the Service.

1.4 Claims

If the Buyer wishes to declare breach of contract, the Buyer must without undue delay submit a claim in writing and no later than immediately after the end of the measurement period.

1.5 Buyer’s Obligations

The Buyer’s use of the products is restricted to the company’s own internal operations and employees, including the company’s divisions and division offices connected to the Buyer’s intranet. Any form of external distribution is not permitted. After commencement of the Service, the Buyer can add new products to the Service via Standard Online’s webshop in accordance with the current terms and conditions; refer to www.standard.no/pricesandconditions.

The Buyer acknowledges that the Service can have integrated technical barriers or safety systems that facilitate the Buyer's fulfilment of the Contract, and acknowledges that special requirements are nevertheless placed on the Buyer to prevent misuse, hereunder unauthorised distribution, breach of the copyright protection, incorrect number of simultaneous users, etc.

Breach of these obligations by the Buyer is deemed to be a material breach which entitles Standard Online to rescind the Contract and to claim compensation proportional to the value of the lost sales. The same applies in the event of material payment default. Standard Online can shut down the Buyer’s subscription access in the event of non-payment, normally after a first reminder, or if the Buyer in spite of written warning continues to use the Service in a manner that results in damage or inconvenience to Standard Online or a third party; for example by using the Service in breach of the law or provisions of this Contract.

The period that the Service is shutdown will not be deducted from the invoice. The Service will be re-opened when the invoice and any costs have been paid.

1.6 Price

The total price, i.e. the price agreed for this Contract at the time of signing the Contract, is presented in Appendix 4.

1.7 Price Regulation

We reserve the right to adjust the price consequent to the normal price rise for standards and regulation of the catalogue price. This will normally take place at the beginning of each calendar year.  Adjustment of catalogue prices is based on the increase in the consumer price index, or an increase in our suppliers’ price. Substantial changes in content or structure of a standard can also necessitate changes in the catalogue price. Changes to the Contract basis such as in increase in the number of simultaneous users or an increase in the number of licensed products during a Contract period will affect the total price.

1.8 Invoicing, Due Date and Interest on Late Payment

The first invoice is sent immediately after signing the contract, and covers up to the end of that Contract year, which is identical to the calendar year. Subsequent invoicing takes place annually, normally in the first four-month period and covers up to end of that Contract year.

If new licensed products or new users are added during the Contract year, a supplementary invoice will be sent immediately for the additional cost and covers up to the end of that Contract year.

Standard payment terms and conditions are 20 days. In the event of late payment, interest will accrue in accordance with the Act on Interest on Late Payments. If reminders are necessary, a reminder fee will be levied.

1.9 Confidentiality

Competition-related information with which the Parties become acquainted as a result of this cooperation shall be treated as confidential. Any doubt as to whether the available information should be treated as confidential shall be clarified in consultation with the other Party.

1.10 Transfer

Rights or obligations arising from this Contract cannot be assigned or in other way transferred to another Party without the written permission of Standard Online.

1.11 Duration of the Contract

The Contract is valid for two (2) years in addition to the year in which the Contract is signed. Thereafter the Contract is automatically renewed for one (1) year at a time unless one of the Parties terminates the Contract no later than 31. October in the last Contract year.

If the Buyer wishes to remove any of the products that have been included in the Service for at least three (3) years or to reduce the number of users after expiry of the three-year period, this must be agreed separately with Standard Online no later than 31 October in the last Contract year.

Products that have been included in the Service for less than three years at termination of the Contract can be invoiced in arrears at the price paid per quarter at signing of the Contract multiplied by the quarters remaining in the three-year period.

1.12 Disputes

Dispute about the content or performance of the Contract shall be endeavoured resolved through negotiations. If negotiations do not resolve the issue, either of the Parties can demand that the case be decided by an ordinary court of law unless the Parties agree that the dispute is to be settled by arbitration. The agreed legal venue is Asker & Bærum District Court.