TotalCtrl's SaaS solutions, TotalCtrl Retailer, TotalCtrl Home, TotalCtrl Restaurant, TotalCtrl Food banks and TotalCtrl Inventory are services owned by TotalCtrl AS, org. No: 920 004 210.
1. Acceptance of Terms
Please read these Terms carefully! It includes important information about your legal rights, and covers areas such as warranty disclaimers, limitations of liability and the resolution of disputes We’ve tried to make it fair and straightforward, but feel free to contact us if you have any questions or suggestions.
By using or accessing the Services you are agreeing to these Terms, our Privacy Policy and procedures that may be published from time to time by us related to the Services (collectively, this “Agreement”), which shall be incorporated herein by reference. If you are using the Services for an organisation, you’re agreeing to these Terms on behalf of that organization, and you represent and warrant that you can do so. References to “you”, “your” and similar terms are construed accordingly in these Terms. If you do not agree to all of the Terms, you may not use or access the Services.
2. User of the Services
Make sure the information about your user is accurate and that you keep your account safe. You’re responsible for your user credentials, user account and any activity on it.
2.1. Access to the Service
To use the Services, you must either be invited as a user belonging to the account for an organisation having an agreement with us to use the Services (a “Company User”), or you must have been invited as a user to create a specific document on the invitation from a Company User (“Third Party User”) (collectively, “Users”) .
Every Company User must create an individual user profile on the account belonging to your organization (a “Company Account”) after receiving an invitation from the administrator of your Company Account (“the Company Administrator”). If you are a Company User you agree to provide us with accurate, complete and updated information for your user profile (“User Profile”). We may need to use this information to contact you in relation to the Services.
Every Third Party User is invited via a generic link sent to the Third Party User by email. By accessing a link to create a document, you have to accept these Terms, before using the Services.
Any Company Account, Company User and Third Party User are non-transferrable and may not be sold, combined and/or otherwise shared with any other person.
2.2. Staying safe
Please safeguard your User and make sure others don’t have access to your username or password. You should never publish, distribute and/or post login information for your User Profile. You’re solely responsible for any activity on your Company User and Third Party Users, including sharing generic access links to any Third Party Users, and for maintaining the confidentiality and security of your password.
We’re not liable for any acts or omissions by you in connection with your User Profile or any Company Account. You must immediately notify us if you know or have any reason to suspect that your User Profile or password have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Company User profile.
3. Company User Roles
Under this section we undergo the two different Company User Roles and their functions.
The Company Administrator will decide whether Company Users are designated as “User”, or “Administrator”.
3.1. User
Company Users given the role as “User” may have access to the apps and web interface with limited access to financials and company sensitive information. The Administrator may decide whether and when access is given to Company Users.
3.2. Administrator
User Profiles given the role as “Administrator” may adjust settings, invite Users to the Company Account and designate roles to User Profiles in accordance with these Terms. An Administrator will have full access to everything the Company Users generate.
4. Company User
When you create reports, lists or other content using the Services, you still own it. However, do you give us permission to use it in ways necessary to provide, improve, promote and protect our Service. We may, for example, use information to modify content displayed to any User belonging to your Company Account or a User that has been given access to any of the User Content.
4.1 Your User Content stays yours
Users, (whether you or others) may provide us with content, including without limitation text, logos, tables, images and any other materials (“User Content“). Any content provided by the Users of the Services is owned by the Company Account. You only grant us the limited rights to the User Content that enable us to provide, improve and protect the Services as described in these Terms.
We may only use your User Content for the limited purposes of allowing us to provide, improve, promote and protect the Services, such as save and display a template to other Users at your direction, or make other changes to the User Content works better with the Services. We will never communicate, publish, publicly display, perform or distribute User Content to any other outside your Company Account unless you have directed us to do so or shared User Content with Third Party Users.
5. Your responsibilities
The Services let you share User Content with people outside your organization, so please think carefully about your User Content. We’re not responsible for any content you share via the Services. You are responsible for the content you publish, and you vouch to us that it’s all okay to use. We politely ask that you follow the law and to not do anything illegal with the Services.
5.1. Only use content you are allowed to use
You represent and warrant that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Content via the Services and in the manner required by this. If we use your User Content in the ways described in these Terms, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by others’ intellectual property, trade secret or other rights. Please don’t copy, upload, download or share content unless you have the right to do so.
5.2. Follow the law
You represent and warrant that your use of the Services is not contrary to Norwegian law or other law that applies to you, including without limitation applicable export or import controls and regulations and sanctions.
5.3. Your End Users are your responsibility
You may have Third Party Users and others accessing the Service, either directly or shared through a generic access link (“End Users”). You understand and agree that your End Users are your responsibility, and you’re solely responsible for compliance with Norwegian laws or other laws that apply to your End Users. We’re not liable for and won’t provide you with any legal advice issues around your End Users.
5.4 API
If explicitly agreed with us, you may display User Content at a public website using one of our APIs. However, if no such agreement is made, User Content may only be shared using the generic access link available in the Service. If in doubt, ask your Company Administrator.
6. Changes
You will be notified of any major changes to the Terms. It is your responsibility to review the Terms from time to time, and stay informed of changes.
6.1. Changes we can do
We may make changes to the Terms and/or our other operating rules, policies or procedures from time to time. We will notify you of any major changes to the Terms by posting the updated Terms on TotalCtrl’s website and/or the Services, and we will revise the “Updated” date above. Any changes to our operating rules, policies and/or procedures shall be incorporated in the Terms.
6.2. Your responsibility
You have the responsibility to review the Terms and to remain informed of changes to them. We may provide additional forms of notice of modifications or updates as appropriate under the circumstances.
The current version of the Terms supersedes all previous versions. You agree that your continued use of the Services after such changes are published, constitutes your acceptance of such revised Terms, using your User Content made available through a generic access link or single-sign-on service, policies, policies and/or procedures.
7. Scope of use
To operate effectively and protect the security and integrity of TotalCtrl, we need to maintain control over what happens on our Services.
7.1. Use of Services and Availability
While we use reasonable efforts to keep the Services accessible at all times, the Services may be unavailable from time to time due to circumstances as planned maintenance or events occurring outside our control. You understand and agree that there may be interruptions to the Services and/or use of and/or access to your Company Account due to such circumstances.
TotalCtrl retains the right, in its sole and absolute discretion, to deny access to and/or use of the Services to anyone at any time for security reasons, such as with discovery of fraudulent or other malignant behaviour.
You are responsible for ensuring that your access to and/or use of the Services is in compliance with all laws, rules, and regulations applicable to you such as these Terms, and the right to access and/or use the Services might be revoked if any breach or suspect of breach thereto is discovered.
7.2. Things we can do
To continuously be able to improve our Services and test out new functionality, we reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by Norwegian law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services; (d) we may temporarily suspend, restrict or disable access to your User Profile or Company Account, and (e) we may change our eligibility criteria to use the Services. If any permanent changes severely affect your organization’s use of Services, it will have the right to terminate the agreement.
7.3. Restrictions
You will comply with any technical restrictions on the Services that allow you to use the Services only in certain ways. Any unauthorized use of the Services is considered a breach of these Terms and terminates the rights granted by us to you pursuant to the Terms.
8. Support
Even though we try to set up the Services to ensure a smooth user experience for you, we know that you might have questions from time to time and we’ll be happy to answer them.
Should there be a problem with the Service we’re ready to answer your questions through chat or email. You can normally chat with us directly on weekdays from 09:00 – 15:00 p.m., or send us an email to [email protected].
Even if we will use our best efforts to avoid it, software development and us adding new or improved functionality inherently means that errors and interruptions may occur from time to time. If you discover errors please report them to us through our chat or to our email. We will attempt to troubleshoot and correct these as soon as we can, but please note that as you have no right to claim compensation or compensation as a result of errors or interruptions in the Service.
9. Third-party applications
If your organization has agreed with us to use any of our APIs, you may use or connect another service on or to TotalCtrl. Please remember what happens using third-party services is between you and them. We may also provide links to independent third party providers/applications through our Services. We’re not responsible for it or what either of you do. There’s also a lot of content on TotalCtrl uploaded by our Users (like you). We’re not responsible for that either.
9.1. Third-party services
The Services are integrated with various third-party services and applications. The Services may integrate with and/or provide links to various other independent third-party products and/or services (collectively, “Third Party Services”) that may make available to you their content and products.
You acknowledge that we may allow providers of Third Party Services to access your data as required for the interoperation of those Third Party Services with the Service.
We do not control the performance of such Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. Your security when using Third Party Services is your responsibility. We are not responsible for malfunctions or other errors for Third Party Services, such as electronic signing (see section 14.2).
You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, replace, disable access to or remove any Third Party Services. We would normally only do so with good reason such as for security reasons, if the Third Party Service is not functioning properly or we have terminated any agreement with such Third Party Services, but we’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result.
We encourage you to be aware that if you use any Third Party Services, you should read the terms of service and privacy policy of the Third Party Services that you visit. TotalCtrl reserves the right to terminate any link and/or linking program at any time. We disclaim all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials and/or information contained on such Third-party Services.
10. Payment
This section explains how we handle payments for Services.
The payment for using the Services is governed by your organization in the agreement with TotalCtrl. Subject to the fulfillment of payment obligations hereunder, you are granted a restricted, non-exclusive and time-limited right to use the Service in accordance with the Terms.
We have the right to suspend the Services on the grounds of non-payment at any time.
11. Security and confidentiality
TotalCtrl takes security and confidentiality very seriously and ensures that classified information is not shared with anyone.
11.1. General
TotalCtrl will not modify or disclose your User Content, except where the Terms permit or require such disclosure, nor will TotalCtrl access your User Content, except as required to provide the Service, to prevent or address service or technical problems or at your request in connection with Customer Support.
11.2. Operational security
Access to the production environment is limited to a number of named individuals within our control. All staff with access is bound by strict non-disclosure agreements and professional code of conduct.
11.3. Data Center and Network Security
All communication with our servers is encrypted using industry standard HTTPS over public networks to secure traffic between Users and our Services. All data stored in our database is further protected via encrypted at rest. All data is stored within EU managed within Amazon’s secure data centers accredited under ISO 27001, SOC 1 and SOC 2/SSAE 16/ISAE 3402 (Previously SAS 70 Type II), PCI Level 1, FISMA Moderate Sarbanes-Oxley (SOX).
11.4. Application security
We frequently test against security threats and conduct internal security audits to scan for vulnerabilities as well as employing third-party certified security experts performing a penetration test and vulnerability scans. We implement best practice as recommended by OWASP guidelines for password security requirements to protect access to the system.
11.5. Assistance and support
Our staff do not access or interact with User Content as part of normal operations. Access to the Company Account is controlled and all access by our staff is preceded by customer approval or government mandate. Company Administrators can view and control all users granted access to their company workspace.
12. Intellectual property rights
TotalCtrl is protected by Norwegian intellectual property law. This section summarizes what we own and how we share.
12.1. TotalCtrl hold all rights
We and/or our licensor(s) hold all rights, including all intellectual property rights, related to the Services and any therein included software and source code, including but not limited to patents, copyrights, design rights and trademarks. Nothing in this Terms shall be interpreted as a transfer of such rights, or part thereof, to you. Should the Services in any way require our use of intellectual property rights held by you or your licensor(s), we are granted a license by you to utilize such intellectual property rights for said purpose for as long as the Service is provided to you.
12.2. We can use your feedback
We welcome your feedback, ideas or suggestions (“Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after you no longer are using our Services. This section does not limit or affect any rights you may have under applicable data protection laws.
12.3. Reservation of Rights
Our Services and those of our licensors are protected by applicable intellectual property laws, including Norwegian copyright law and international treaties. Subject to the limited rights expressly granted hereunder, we and/or its third party providers, licensors and suppliers reserve all right, title and interest in and to the Services, including without limitation all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
13. Personal data
Our Privacy Policy explains how we collect, use and share your personal information for our own purposes.
You acknowledge that your organisation are the data controller for any Personal Data used in the Services, such as your name, email address etc (“Personal Data”). You also acknowledge that we are the data processor for such Personal Data.
For further information about how we process Personal Data, please read our Privacy Policy or ask the Company Administrator.
By accepting the Terms, you hereby agree to our Privacy Policy, which shall remain effective independently of the Terms otherwise for as long as we process personal data on behalf of you. Please read it carefully, but note that it is not part of this Terms and can change.
14. Termination; Violation of Terms
The use of Services may only be terminated as per agreement with your organisation, and may otherwise only be terminated if these Terms are violated.
The Service is provided on a subscription basis. Unless otherwise specifically agreed in the agreement with your organisation, the subscription will automatically renew on the final day of your current payment cycle.
You acknowledge and agree that we may terminate your Company Account and/or your access to and/or use of all or any part of the Services at any time as a result of any violation of the Terms. We will endeavour to provide you reasonable notice upon suspending or terminating part or all of the Services, but in certain circumstances such as grave violation or we have reason to suspect misuse this might be done without notice, effective immediately and without liability, which may involve deletion of your User Content associated with your Company Account from our databases.
You agree that we will not be liable to you or to any third party for such removal. If you wish to delete your User Profile, you may only do so asking your Company Administrator. We have no liability to you for any termination, including without limitation for termination of your Company Account or deletion of your User Content.
15. Consequences of termination
If the agreement with us is terminated, you will no longer have access to use of the Service after termination. If you would like to retrieve your User Content, we can assist you.
Upon termination of the agreement between your organization and us, you may no longer use the Services. If the termination only relates to a certain part of the Service, this section 15 shall apply only for the part of Service which has been terminated.
Upon a prior written request made within 30 days after the termination of the agreement or suspension of the Service, we let you retrieve User Content currently in our possession through the Service in a format we choose and is available from time to time. Subject to an explicit agreement to do so, we may offer assistance in retrieving User Content on a time and material basis.
After such an applicable period of time, we have no obligation to maintain or provide any User Content, and will thereafter delete or destroy all copies of User Content in its systems or otherwise in its possession, unless legally prohibited. For the avoidance of doubt, we are not responsible for the extraction, or for any loss of data, decreased the quality of the data, migration to another format or similar in connection with the extraction or data migration in accordance with your instructions.
16. Disclaimer of liability
If something bad happens as a result of your using TotalCtrl, our liability is capped.
16.1. We are under no obligation to become involved in any dispute that you have with other users and/or in any incident that you are party to with other users, or that are affected by and/or otherwise related to the Services.
16.2. We disclaim all liability relating to any User Content, including any error, virus, defamation, libel, obscenity or inaccuracy contained in any User Content, whether or not arising under the laws of copyright, libel, privacy or otherwise, any prohibited User Content and any other User Content. You are solely responsible for any damage (including without limitation to the Services) resulting from use (and/or submission) of any User Content and/or the Services (including without limitation disputes and incidents described in the preceding sections) and related transactions and/or occurrences. TotalCtrl shall have no responsibility for unauthorized access to your Company Account, and/or automatic forwarding of messages and/or viruses (caused by viruses or otherwise).
17. No liability for loss of data
If we provide web hosting involving computer storage space, and the data is exceeding any set limits or restrictions for using the Services, we are not liable for any data that is lost.
17.1. Where TotalCtrl provides web hosting or other services via the Services involving the provision of computer storage space, and/or in relation to other relevant services, TotalCtrl reserves the right to impose and vary limits and/or restrictions (temporary or otherwise) on the use of the Service, including, without limitation, limits on the storage provided by reference to storage space, time/age of files, number and/or size of files, amount of data down and/or uploaded and/or any other criteria TotalCtrl may specify. Any content and/or materials which exceeds any such limit, may be deleted and/or not accepted for such storage, without liability to TotalCtrl.
18. Disclaimer of warranties
We work hard to make TotalCtrl great, but the Services are provided as is, without warranties.
To the fullest extent permitted by Norwegian law, TotalCtrl makes no warranties, either express or implied, about the Services. The services, and any content, are provided by us to you on an “as is,” “as available” basis, except as expressly set forth in the terms.
We also disclaim any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from us, shall create any warranty. We make no warranty or representation that the Services will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations or (c) be free from viruses or other harmful components. However, we will provide the Services with reasonable care.
19. Indemnity and waiver
If something bad happens as a result of you using TotalCtrl, and that gets us sued, you’ll cover us.
19.1. Indemnification
You will defend, indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from all demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities of any nature including without limitation reasonable attorneys’ fees, that arise from and/or relate to (i) your use of the Services and/or inability to use the Services; (ii) your User Content; (iii) your violation of the Terms, (iv) your violation of any rights of a third party through use of the Services or User Content; (v) fraud you commit and/or your intentional misconduct and/or negligence and/or (vi) your interaction with any other user. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. You agree not to settle any matter without the prior written consent of TotalCtrl. TotalCtrl will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
19.2. Waiver
You agree to discharge and release us, our affiliates and each of our and their employees, contractors, directors, suppliers and representatives from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, and/or that relates directly or indirectly to: (a) the Services; (b) any inaccurate, incomplete, unreliable, illegal or infringing content posted on the Services, whether caused by us or any user of the Services, or by any of the equipment or programming associated with or utilized in the Services; (c) the conduct, whether online or offline, of any user; (d) any injury, loss or damage caused by another user or User Content posted on the Services, whether online or offline; and (e) any error, omission, interruption, deletion, defect, delay in operation and/or transmission, communications line failure, theft and/or destruction and/or unauthorized access to, and/or alteration of, the Services users’ communications.
19.3. Force Majeure
Except for payment obligations, neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, stroke of legal enactment, labour disputes, loss of communication or electricity, mobilisation or military call-up by larger scope, government regulations, restrictions on fuel, goods or energy as well as errors or delays in deliveries from subcontractors caused by any such circumstances referred to in this section. All subject to that the other party is immediately notified of the relieving circumstance.
19.4. Subcontractors
We are entitled to engage subcontractors for the performance of the Services.
20. Governing law and disputes
Even if we doubt this will happen, you might sometimes disagree with us. We will try to solve any disagreements amicably. Before filing a claim against us, you therefore agree to try to work it out informally with us first. Also, all formal disputes must be resolved following the rules described below.
20.1. Governing Law
This Agreement and any access to or use of the Services will be governed by and construed in accordance with Norwegian law.
20.2. Informal resolution
Before filing a claim against us, you agree to try to resolve the dispute by first emailing with a description of your claim. We’ll try to resolve the dispute informally by following up via email, meetings, phone or other methods. If we can’t resolve the dispute within 180 days of our receipt of your first email, you or we may then bring a formal proceeding at the District Court of Oslo.
Contact
If you would like to request additional information regarding the Terms or for any questions regarding a commercial relationship with TotalCtrl, please contact us at [email protected].
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