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About the terms for consulting services at Welcome Workdays

This is for all users who want to learn more about the terms that apply to consulting services delivered by Welcome Workdays

1. Introduction

The following Terms for Consulting Services (TCS) govern situations where the Customer engages Welcome Workdays AS (Welcome Workdays) to perform consulting services in connection with the Customer's use of adjacent systems delivered by third-party suppliers, with associated modules and fully or partially integrated additional services.

The consulting services may include, for example, installation and/or configuration of systems, performing custom adaptations or integration with other systems (the Service).


2. Scope of the Service

Welcome Workdays shall perform the Services as set out in the Assignment Description, which consists of a description of the assignment Welcome Workdays is to carry out (the Assignment), a schedule for when the Assignment is to be performed, and in certain cases acceptance criteria. The Assignment Description shall be approved by both parties and shall be attached to the main agreement between the parties (the Agreement). If the Assignment Description and the TCS contain conflicting information, the TCS shall take precedence.

In cases where the Assignment Description is absent, the corresponding information set out in Welcome Workdays' offer to the Customer regarding the Assignment shall apply in its place.

Welcome Workdays and the Customer shall each appoint a contact person who is authorised to represent their respective party in all matters and questions that may arise in connection with the Agreement.


3. Performance of the Service

The parties shall cooperate and agree on how the Service is to be performed.

Welcome Workdays shall perform the Service using staff who are suitable, qualified and competent to achieve the desired end result, and who can carry out the work in a professional manner.

Welcome Workdays may engage sub-consultants to perform the Service. In such cases, Welcome Workdays bears the same responsibility for the sub-consultant's work as for its own.

The Customer undertakes to have access to the software, equipment and communication services required for the performance of the Service. These are set out on the Welcome Workdays website or will be communicated by Welcome Workdays upon request.


4. Warranty and limitation of warranty

Welcome Workdays warrants that the outcome of the Services (the Result) will function substantially as described in the Assignment Description, or as the Customer may reasonably expect. The Customer and Welcome Workdays agree that the Result will not be entirely free of errors, and that improvements to the Result may therefore be necessary.

If the Result does not function in accordance with the above limited warranty, Welcome Workdays shall correct any identified errors or deficiencies in the Result at its own expense. Welcome Workdays shall correct reported errors in the Result that seriously affect its functionality as quickly as possible. Welcome Workdays reserves the right to decide when and how an error shall be corrected, and when and how a measure shall be implemented.

This limited warranty applies for three months from the point at which the Result has been approved by the Customer. Thereafter, any errors or deficiencies shall be corrected in accordance with the applicable consulting price list.


5. Acceptance testing and approval

In cases where the parties have agreed that an acceptance test and formal approval of the Services and the Result shall be carried out, the following shall apply: Welcome Workdays shall, no later than ten (10) days before the delivery date specified in the schedule in the Assignment Description, give the Customer the opportunity to verify that the criteria set out in the Assignment Description for approving the Result have been met.

The Customer shall be deemed to have approved the Result if:

  • (i) the Customer has confirmed that the approval criteria for the Result have been met and has thereby approved the Result;

  • (ii) the Customer has failed to approve the Result without valid reason;

  • (iii) the Customer has not carried out the acceptance test before the agreed delivery date, despite Welcome Workdays having notified the Customer that the Result is ready for acceptance testing;

  • (iv) the Result meets the approval criteria after the Customer's attached comments have been taken into account; or

  • (v) the Customer has put the Result into use in its business.

If the parties have not agreed on an acceptance test procedure as described above, the Result shall be deemed approved when the Customer is able to put the Result into use.


6. Delay

In cases where the parties have agreed on a delivery date for the Result in the Assignment Description (i.e. the point at which the Result is to be approved), and such delivery has not taken place for reasons attributable to Welcome Workdays, the Customer is entitled to compensation from the third week after the agreed delivery date. Compensation is provided at 0.5 percent of the total consulting fee for the delayed Assignment for each completed week of delay. Compensation may be provided for a maximum of 20 weeks. If the Result is not approved when the maximum compensation has been paid, the Customer has the right to cancel the Assignment and receive a price reduction on fees to the extent that the Result cannot reasonably be used by the Customer.

If no delivery date for the Result has been agreed, delivery shall take place within a reasonable time, with reasonable consideration given to Welcome Workdays' workload and staffing, particular difficulties in the Assignment, any shared responsibility on the part of the Customer, and other unforeseen circumstances that may cause delays.

This clause 6 constitutes the parties' complete regulation of the consequences of any delay on the part of Welcome Workdays.


7. Liability and compensation

The Customer must submit a claim for correction or compensation no later than three (3) months after the Customer noticed or should have noticed the basis for the claim in order to invoke an error or negligence in the Service. Thereafter, errors shall be corrected at the applicable consulting rates.

Welcome Workdays shall without undue delay correct any errors in the Service. Such correction need not take place if it would entail unreasonable costs or inconvenience relative to the significance of the error for the Customer.

Welcome Workdays' liability for errors and deficiencies in the Service is limited to compensation for direct losses. Indirect losses or consequential damages, such as loss of data, loss of production, loss of revenue or profit, or third-party claims, are not covered, unless otherwise required by mandatory law.

Any compensation from Welcome Workdays is limited to a maximum amount equivalent to 6 months' fees for the Services in the period preceding the Customer's submission of the compensation claim.

Neither Welcome Workdays nor the Customer shall be liable for any delay or interruption in their obligations caused by or resulting from a force majeure event, such as earthquakes, riots, labour disputes and other events that are equally outside the control of Welcome Workdays or the Customer.


8. Rights

If Welcome Workdays, as part of the Assignment, develops any intellectual property, ownership of such intellectual property remains with Welcome Workdays unless otherwise expressly agreed. However, the Customer receives a perpetual, non-exclusive, non-transferable and royalty-free licence to use such intellectual property in its business in the ways specified in the Assignment.


9. Intellectual property infringement

Welcome Workdays shall indemnify the Customer if a claim is made against the Customer as a result of the Customer's use of the intellectual property rights described in clause 6 above. This obligation only applies, however, if the Customer notifies Welcome Workdays of the claim without delay, and Welcome Workdays is given the sole right to determine the response to the claim and any potential settlement.


10. Third-party products

If Welcome Workdays, in connection with the Assignment, procures products under licence from a supplier other than Welcome Workdays, the other supplier's licence terms shall take precedence over the TCS.


11. Pricing and invoicing

Unless otherwise specified in the Agreement, the Customer shall pay for the Service on a time-and-materials basis at the hourly rates and other compensation set out in the Agreement. If compensation has not been agreed, payment for the Services shall follow the price list applicable at any given time.

In addition to hourly rates, Welcome Workdays is entitled to reimbursement of expenses, subsistence, travel and accommodation costs.

Welcome Workdays has the right to change the hourly rates and other compensation under the TCS. However, this right to change does not apply to Assignments already commenced where compensation has been specifically agreed.

If the Customer cancels agreed visits or consultant work with less than 3 days' notice, Welcome Workdays reserves the right to invoice for actual costs plus 50% of the cost of the cancelled consultation.

Unless otherwise agreed, the billing period is monthly or upon completion of the Assignment, and payment terms are normally 15 days net. Fees, such as invoice fees, are charged in accordance with the terms applicable at any given time. Value added tax (VAT) is added to the stated prices.

Late payment interest applies in accordance with the Act on Interest on Late Payments.

If the Customer is late with payment, Welcome Workdays reserves the right to suspend ongoing work until outstanding invoices are paid in full. In such cases, Welcome Workdays also has the right to charge the Customer in accordance with the fourth paragraph of this clause.


12. Agreement period and termination

The Agreement takes effect from the date of signature or commencement of the Assignment and runs until further notice. Either party may terminate the Agreement at any time during its term by giving 30 days' written notice.

Welcome Workdays may not terminate the Agreement during an ongoing Assignment, unless the Customer is materially late in paying an overdue invoice or has committed another material breach of the Agreement.

The parties may terminate this Agreement with immediate effect if the Customer is insolvent, declared bankrupt or unable to fulfil its obligations for other reasons. The parties shall then have the right to immediately suspend the ongoing delivery of Services.


13. Governing law and dispute resolution

The rights and obligations of the parties shall be governed in their entirety by Norwegian law. Disputes regarding the interpretation of these TCS shall be attempted to be resolved by the parties through amicable settlement. If the dispute cannot be resolved in this way, it shall be decided by the ordinary courts with Oslo District Court as the agreed venue.


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