General Terms and Conditions 

Version : 15.12.2024

1.OVERWIEW 

1.1 BLDNG.ai AS is a company providing IoT-solutions for space optimalisation, by collecting usage data from buildings using hardware sensors (the "Sensors") that sends information to a software-as-a-service platform (the "SaaS"), which analyzes the usage of office spaces to enable optimization of office spaces, reduction of costs and creating a sustainable and flexible workplace (the "Services").

1.2 These General Terms and Conditions (the "GTCs") govern the relationship between BLDNG.ai AS ("BLDNG", "us" or "our") and our customers (the "Customer", "you" or "your"), each of which a "Party" and jointly referred to as the "Parties", when ordering the Services.

1.3 These GTCs, together with any other terms and conditions presented to you in connection with the ordering and purchase of the Services (each such purchase an "Order"), and as otherwise incorporated by reference herein, constitutes a legally binding agreement between you and BLDNG. In case of conflicts or inconsistencies, an Order takes precedence over these GTC, which in turn takes precedence over the TOS (as defined in Clause 4.1.2) and any other terms and conditions incorporated herein, unless otherwise is explicitly stated.

2. PURCHASE OF SERVICE 

2.1 These GTCs apply to Services comprising of (i) the provisioning of subscriptions to the SaaS platform ("Subscriptions") from BLDNG; (ii) the purchase of Sensors; and (iii) installation services (if applicable).

2.2 Subscriptions and Sensors are either sold to the end recipients of the Services ("End-Customers") through BLDNG's official partners ("Partners"), or to End-Customers directly from BLDNG.

2.3 These GTCs apply irrespective of whether you have made an Order in your capacity as a Partner or an End-Customer.

3. SERVICE AND CHANGES 

3.1 A general description of the Services, their features and functionality is available on BLDNG's website.

3.2 The Customer accepts that BLDNG may make any such further developments, alterations or changes to the Services, provided that such changes does not result in a degradation of the Services.

4. GENERAL OBLIGATION OF THE PARTIES 

4.1 Customer obligations

4.1.1 The Customer shall adhere to the terms set out in these GTCs.

4.1.2 The Customer shall comply with the BLDNG Terms of Service (the "TOS"), as made available by BLDNG. The TOS governs the rights and obligations between you and BLDNG in respect of your use of the Services, and shall be deemed incorporated herein and constitute a legally binding part of the Order by this reference.

4.1.3 If the Customer is a Partner (i) the Customer shall have in place its own contracts with the End-Customers governing its provision of services and the incorporation of the Services therein, and be solely responsible toward the End-Customers for the fulfillment of such contracts; and (ii) the End-Customer contracts shall incorporate and apply the TOS to the Services as provided thereunder. If anything has been agreed between the Partner and the End-Customer which may be interpreted or construed as a deviation from the TOS, such deviations will apply between the Partner and the End-Customer only.

4.2 BLDNG obligations 

4.2.1 Conditioned upon the continued and timely payment of the applicable Fees, BLDNG shall provide the Customer with access to the SaaS platform and deliver the Sensor hardware as set out in the applicable Order.

4.2.2 BLDNG's provision of access to the Services will consist of granting access to a software-as-a-service platform consisting of an administration portal, insight module, end-user application and other modules, and the provision to the Customer of data collected from Sensors installed on the premises (the "Site(s)") which the relevant Order relates to. BLDNG's provision of access to the Services may also consist of granting access to data flows through an application programming interface, if agreed in the Order.

4.2.3 BLDNG shall provide the Services in accordance with the requirements of the applicable service level agreement (the "SLA"), as made available by BLDNG.

5. SENSORS AND INSTALLATION

5.1 BLDNG may, if agreed, provide installation of the Sensors and general setup of the Services on the Site(s). Unless otherwise agreed in the Order, consideration for such installation is subject to BLDNG's hourly rates.

5.2 If the Customer conducts the installation, the Customer shall bear all responsibility and costs associated with such installation and shall ensure that the installation is carried out in accordance with BLDNG's applicable installation guidelines.

5.3 The Customer purchases and assumes ownership of the Sensors upon payment of the Sensor Fee.

5.4 If the Sensors are installed on the Site(s) by BLDNG, the transfer of risk for the Sensors will take place upon the time of installation.

6. DISCLAIMER OF WARRANTIES

6.1 To the extent permitted by applicable law, any access granted to the Services to the Customer and End-Customers by BLDNG is provided on an "as is" and "as available" basis only. BLDNG makes no representations or warranties regarding the usefulness or effectiveness of the Services or the results the Customer may obtain by using the Services. Nor does BLDNG make any representations or warranties that the Services will be uninterrupted, error-free or that the data provided by the Services will be completely accurate or represent a complete picture of the use of the relevant Sites.

6.2 In the event of any defects or errors in the Services, BLDNG shall use all commercially reasonable efforts to restore the service in accordance with the SLA, to replace Sensor hardware within the applicable conditions of warranty, cf. Clause 6.3 below, and to re-perform and deliver again the affected parts of the Services to bring it into compliance with the service descriptions as soon as reasonably possible.

6.3 BLDNG undertakes no warranties with respect to any Sensor hardware beyond the general conditions of warranty and product specifications offered for the Sensors by the respective manufacturers.

7. COMMERCIAL TERMS 

7.1 Fees 

7.1.1 In consideration of the Services, the Customer shall pay to BLDNG the recurring Subscription fees in accordance with prices set out in the Customer's Order(s) (the "Subscription Fee"). An additional fee for the purchase of the Sensor hardware (the "Sensor Fee") will apply in addition to the Subscription Fee. If applicable, a fee for BLDNG's provisioning of installation services (the "Installation Fee") will apply as well. The Sensor Fee, the Subscription Fee and the Installation Fee are jointly referred to herein as the "Fees".

7.2 Subscription Term

7.2.1 Each Subscription has a fixed term (the "Initial Term") as set out in the Order. After the expiry of the Initial Term, the Subscription will be renewed for the term(s) set out in the Order (each a "Renewal Term"). The Parties may terminate the Subscription upon [three (3) months'] written notice prior to the expiry of the then-current term (the Initial Term or a Renewal Term) to the other Party, with effect from the beginning of the next Renewal Term. The Initial Term and any Renewal Term(s) are referred to as the "Subscription Term".

7.3 Invoicing and Payment

7.3.1 BLDNG will invoice the Customer in advance at the intervals set out in the Order for the Subscription Fee. The Sensor Fee will be invoiced upon delivery of the Sensors. The Installation Fee will be invoiced upon installation.

7.3.2 Invoices issued by BLDNG shall fall due for payment as set out in the Order. BLDNG shall be entitled to interest on any overdue amount in accordance with Act no. 100 of 17 December 1976 concerning interest on late payments, etc. if the Customer does not pay within the agreed time.

7.4 Price adjustments

7.4.1 The Subscription Fee for active Subscriptions may be adjusted by an amount equal to the increase in the retail price index (the main index) of Statistics Norway.

7.4.2 The Subscription Fee for active Subscriptions may also be adjusted if rules or administrative decisions pertaining to public taxes are amended in a way that affects BLDNG's costs of providing the Services. In such cases, BLDNG must notify the Customer in advance. The price changes will take effect from the Customer’s receipt of the notice set out in the preceding sentence.

7.4.3 Unless otherwise set out in the Order, BLDNG may also otherwise adjust the Fees for active Subscriptions with effect from the beginning of the next Renewal Term by giving [six (6) months'] notice thereof.

8. INTELLECTUAL PROPERTY RIGHTS 

8.1 For the purposes of these GTCs, "Intellectual Property Rights" means all rights of industrial or intellectual property including, inter alia rights to, (i) patents, processes inventions, manufacture methods, techniques, methods and technology (whether patentable or not), all other rights to inventions, ideas, concepts; (ii) know-how, trade secrets, business models, rights in goodwill and other Confidential Information; (iii) copyrights and other authors' rights (e.g. in computer software, code and documentation), design rights, models, drawings database rights and technical information of all kinds; (iv) trademarks, trade names, service marks, trade-, business- and domain names, logos; and (v) other rights of a similar kind whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

8.2 All Intellectual Property Rights belonging to a Party prior to the Customer's purchase of the Services shall remain vested and remain the property of that Party.

8.3 If the Customer is a Partner, BLDNG hereby grant to the Customer, for the duration of the Subscription Term or for the duration otherwise agreed with BLDNG, a non-exclusive, non-transferable license to access and use the Services for the purposes of providing services based on the Services to End-Customers.

8.4 With the sole exception of licenses granted pursuant to Clause 8.3 above and the TOS, nothing in these GTC shall be construed to transfer or license any Intellectual Property Rights from BLDNG or any of its licensors to the Customer or any third party, or vice versa.

9. LIMITATIONS OF LIABILITY 

9.1 A Party in breach of its obligations under these GTCs shall be liable for direct losses in accordance with the general principles of applicable law.

9.2 Neither Party shall in any event be liable towards the other for any indirect losses. Indirect losses include, but are not limited to, lost profits of any kind, lost savings or claims from third parties. BLDNGs' total aggregate liability arising out of or relating to the provisioning of the Services is limited to an amount equal to the Subscription Fees paid to BLDNG by the Customer for the affected Subscription(s) during the last twelve (12) months prior to the cause of the claim excluding value added tax (VAT).

9.3 The limitations set out in Clause 9.2 shall not apply to losses incurred as a result of gross negligence or willful misconduct, or to the indemnities set out in the TOS.

10. CONFIDENTIALITY 

10.1 The Parties, their employees and any third parties acting on their behalf are obliged to keep confidential any Confidential Information.

10.2 For the purposes of these GTCs, "Confidential Information" means any information, in whatever form communicated or maintained, provided by a Party or anyone acting on its behalf, to the other Party in connection with the provisioning and receipt of the Services.

10.3 The confidentiality obligation does not apply to (i) information that is or becomes generally known or readily available to persons within the circles that normally deal with the kind of information in question; (ii) information that already was in the receiving Party's possession prior to the effective date of these GTCs; or (iii) information developed by a Party independently of any Service Subscriptions.

10.4 A Party may disclose Confidential Information insofar as this is prescribed by law or regulations, pursuant to an order issued by the competent authority, or to the extent strictly necessary for a Party to exercise its rights or fulfill its obligations under these GTCs.

10.5 The Confidential Information of the other Party may only be used to the extent necessary to achieve the purpose for which the Confidential Information was received.

10.6 The confidentiality obligation shall apply for the duration of the Subscription Term, and for a period of three (3) years thereafter, provided that the Parties' obligations with respect to Confidential Information that constitutes trade secrets under applicable law will continue until the date on which such information no longer constitutes trade secrets under applicable law.

11. TERMS AND TERMINATION 

11.1 These GTCs shall apply in full to each Order as of the time the Order is placed, and remain in force until the termination or expiry of each Subscription comprised by such Order (the "Term").

11.2 In the event of a material breach of these GTCs, the non-breaching Party may terminate the affected Subscription(s) with immediate effect. BLDNG may also terminate Subscriptions as provided for in the TOS.

11.3 Upon the termination or expiry of the Subscriptions, the license granted to the Customer pursuant to the TOS shall terminate automatically and the Customer shall cease any further use of the Services and upon BLDNG's request, return or destroy any and all material owned by BLDNG possessed by the Customer.

12. FORCE MAJEURE 

12.1 If an extraordinary situation outside the control of the Parties should occur, which makes the performance of the obligations under these GTCs impossible, and which under applicable law must be classified as force majeure ("Force Majeure" situations), the other Party shall be notified of this as soon as possible. The obligations of the affected Party shall be suspended for as long as the Force Majeure situation prevails. The corresponding obligations of the other Party shall be suspended for the same period. The aforesaid does not apply in respect of any payment obligations. In Force Majeure situations, the other Party may only terminate the Subscriptions with the consent of the affected Party, or by giving fifteen (15) calendar days' notice if the Force Majeure situation prevails for more than ninety (90) calendar days.

13. GOVERNING LAW AND DISPUTE RESOLUTION 

13.1 These GTCs shall be exclusively governed and construed in accordance with the laws of Norway without regard to principles of conflicts of law.

13.2 Any dispute, controversy or claim arising out of or in connection with these GTCs, which cannot be settled amicably through negotiations between the Parties, shall be settled by arbitration in Oslo, Norway, in accordance with the Norwegian Arbitration Act of 2004.