This Software as a Service Agreement (“Agreement”) is made and entered into as of [dd mmm yyyy] (“Effective Date”) by and between:
secloud AS (Org.no 922 629 447), a company incorporated under the laws of Kingdom of Norway, with its principal place of business at Rådhusgata 15, 3211 Sandefjord, Norway (“secloud” or “Provider”),
and
[Company Name] ([Org.no].: xxxx) (“Client”)
[Address line 1]
[Address line 2]
[Address line 3]
WHEREAS, secloud provides access to its software platform and related services (“Services”) on a subscription basis; and
WHEREAS, Client desires to subscribe to secloud’s Services under the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
1. Definitions
1.1 “Services” refers to the software services provided by secloud, including any updates, enhancements, or new features provided under this Agreement.
1.2 “Software” refers to the secloud platform provided as part of the Services.
1.3 “Subscription Term” refers to the period during which Client is authorized to use the Services.
1.4 “Confidential Information” means any non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects.
1.5 “SLA” refers to the Service Level Agreement for secloud.
2. Services Provided
2.1 Access to Services: Subject to the terms of this Agreement, secloud grants Client a non-exclusive, non-transferable, worldwide right to access and use the Services during the Subscription Term.
2.2 Subscription Plans: Client shall subscribe to the Services based on the subscription plan selected at the time of registration. The details of the selected plan, including associated fees, are outlined in section 3. Fees and Payment Terms.
3. Fees and Payment Terms
3.1 Fees: For access to Services, the Client will pay a variable fee per month per device registered and according to the subscription they are using.
If the customer has a subscription where secure disk erasure is not included, there´s a one-time fee per deleted disk.
| secloud BASIC | USD 2 per device per month |
| secloud CORE | USD 4 per device per month |
| secloud PRO | USD 5 per device per month |
| Elimino Secure disk erasure | USD 5 per erased disk |
| Elimino PRO certified | USD 15 per erased disk |
The monthly fee ensures the Software remains fully operational with reliable uptime and security, covering necessary updates to server software and system components. Additionally, the fee includes access to general functionality improvements as they are rolled out on the current platform
secloud BASIC: secloud BASIC includes all features in the PRO subscription and an updated list can be found on secloud.com or in the service description.
secloud CORE: secloud CORE includes all features in the PRO subscription and an updated list can be found on secloud.com or in the service description.
secloud PRO:. secloud PRO includes all features in the PRO subscription and an updated list can be found on secloud.com or in the service description.
Elimino/Elimino PRO: The fee for Elimino includes a secure deletion of the disk according to the service description. For Elimino a tiered model is in place.
| Elimino Erased disks per month | Fee per erased disk |
| 0-49 | USD 5 |
| 50-99 | USD 4 |
| 99 or more | USD 3 |
| Elimino PRO erased disks per month | Fee per erased disk |
| 0-49 | USD 15 |
| 50-99 | USD 12 |
| 99 or more | USD 10 |
The user fee is invoiced by the Provider based on data provided by the Software.
Other Fees: Other services are optional and will incur additional fees as specified below.
| Training | EUR 135 per hour |
| Professional Services | EUR 135 per hour |
| Development Services | EUR 160 per hour |
| Advisory | EUR 160 per hour |
Professional services include consulting, programming, integrations or general inquiries. Hourly work is invoiced per started hour.
Training includes any training of staff or end-users. Hourly work is invoiced per started hour.
Development services include any work necessary for designing, quoting, planning, developing and deploying any request for change from the client. Any performed work is invoiced even if the request for change is not accepted by the supplier. Hourly work is invoiced per started hour.
Advisory includes any advisory performed by the supplier on any topic the client requests to be advised on. Hourly work is invoiced per started hour.
Any work regarding professional services, training, development services or advisory needs to be accepted, confirmed or ordered by the client before the supplier can start the work.
All fees are index adjusted annually in accordance with CPI, capped at 8%. Such adjustments will take effect starting from 1 January each year.
3.2 Payment Terms: The Client is invoiced monthly based on the fees incurred during the given month. Payment is due within 15 days of the invoice date. If payment is made by credit card, the Client authorizes secloud to charge the credit card on file on or after the invoice date.
3.3 Late Payments: If any payment is not received by the due date, secloud may, at its discretion, suspend Client’s (including users on Client’s behalf) access to the Services until payment is made. If payment is not received within forty-five (45) days of the due date, secloud reserves the right to terminate the Client’s account and delete all associated data permanently. secloud will not be liable for any loss of data resulting from such termination.
secloud reserves the right to charge the Client late payment fees in accordance with Norwegian law for interest on overdue payments (“Forsinkelsesrenteloven”).
3.4 Taxes and Additional Costs: All fees are exclusive of Value Added Tax (VAT) and any other applicable taxes. For Clients located in Norway, VAT (Merverdiavgift) at the prevailing rate of 25% will be added to the invoice. For Clients located within the European Union (EU), VAT will not be charged provided that a valid VAT Identification Number (VAT ID) is supplied, and the reverse charge mechanism will apply. It is the Client’s responsibility to ensure the validity of their VAT ID. For Clients located outside the EU, no VAT will be charged. The Client shall be responsible for any local taxes, duties, or levies that may apply in their respective jurisdictions.
Additionally, all fees are exclusive of any third-party costs that may be incurred while using secloud, including but not limited to payment processing fees, charges from payment gateways, and internet access fees. The Client shall be responsible for covering any such third-party costs.
3.5 Confidentiality: Fees and terms in the Agreement should be treated confidentially for all except the Client and Provider.
4. Client Responsibilities
4.1 Account Security: The Client is responsible for maintaining the confidentiality of its login credentials and for all activities that occur under its account. The Client agrees to immediately notify secloud of any unauthorized use of its account or any other breach of security. secloud will not be liable for any loss or damage arising from the Client’s failure to safeguard its account information.
4.2 Data and Content Responsibility: The Client is solely responsible for the legality, reliability, integrity, accuracy, and quality of all data and content submitted to or generated through the Services. secloud does not monitor or control the data processed through the Services, and secloud assumes no liability for any harm or damages resulting from such data. The Client must ensure that it has all necessary rights and consents to use and process such data in compliance with applicable laws and regulations, including but not limited to data privacy and protection laws such as the GDPR, CCPA, or any other applicable jurisdictional laws.
4.3 Prohibited Uses: The Client agrees not to use the Services to:
- Violate any applicable local, state, national, or international laws or regulations.
- Infringe the intellectual property or proprietary rights of any third party.
- Upload or distribute any viruses, malware, or other malicious code that could disrupt or damage the Services or secloud’s infrastructure.
- Engage in any fraudulent, deceptive, or misleading activity.
- Circumvent or disable any security or access controls of the Services.
- Engage in any activity that may disrupt, damage, or negatively affect the performance of the Services.
4.4 Compliance with Laws: The Client agrees to comply with all applicable laws, regulations, and ordinances related to its use of the Services, including but not limited to data protection and privacy laws. The Client acknowledges that it is solely responsible for compliance with any laws governing the content it uploads or processes through the Services and for ensuring that its use of the Services is compliant with all applicable regulations, including export controls and sanctions.
4.5 Intellectual Property and Usage Restrictions: The Client shall not, and shall not allow any third party to:
- Decompile, reverse engineer, or attempt to derive the source code of the Software or any part of the Services.
- Modify, adapt, translate, or create derivative works of the Software or any part of the Services without secloud’s prior written consent.
- Resell, sublicense, lease, or otherwise transfer rights to the Services without prior written approval from secloud.
- Use the Services to develop a competing product or service or to assist in benchmarking, reverse engineering, or otherwise obtain competitive advantage against secloud.
4.6 Security Obligations: The Client is responsible for implementing and maintaining appropriate security measures to protect the integrity, confidentiality, and availability of any data or content it uploads or processes through the Services. This includes maintaining up-to-date security software, encryption, and any additional protections necessary to safeguard sensitive information. secloud assumes no liability for unauthorized access or use of Client data resulting from the Client’s failure to maintain such security measures.
4.7 Third-Party Integrations: If the Client integrates or uses any third-party applications, services, or systems in conjunction with secloud’s Services, the Client does so at its own risk. secloud is not responsible for the performance, security, or compliance of such third-party integrations. The Client acknowledges and agrees that its use of third-party services is governed by the terms and conditions of those third parties, and secloud is not liable for any data loss, corruption, or other issues arising from third-party use.
4.8 Indemnification: The Client agrees to indemnify, defend, and hold harmless secloud, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) arising out of or related to:
- The Client’s use of the Services.
- The Client’s breach of this Agreement, including the representations and warranties made herein.
- Any third-party claim that the Client’s data or content, or its use of the Services, infringes or violates any intellectual property rights, privacy rights, or other rights of a third party.
- Any claim or dispute arising from the Client’s violation of applicable laws or regulations in connection with its use of the Services.
4.9 Notification of Data Breach: In the event of any unauthorized access to or disclosure of Client data (“Data Breach”), the Client agrees to promptly notify secloud and assist in any required investigation or mitigation of such breach. secloud shall not be liable for any Data Breach caused by the Client’s failure to maintain adequate security measures.
4.10 Data Retention and Backup: The Client acknowledges that it is solely responsible for maintaining backups of its data. secloud does not guarantee the retention of Client data beyond the subscription term or in the event of termination for non-payment as outlined in section 3.3. The Client should ensure that it maintains appropriate backups and copies of any data processed through the Services.
5. secloud Responsibilities
5.1 Service Availability: secloud shall use commercially reasonable efforts to provide the Client with access to the Services on a continuous, 24/7 basis, except for scheduled maintenance, emergency repairs, or instances of service unavailability caused by circumstances beyond secloud’s reasonable control, including but not limited to acts of God, natural disasters, power outages, labor disputes, government actions, third-party service interruptions, or other force majeure events. secloud will notify the Client in advance of any planned downtime whenever possible.
5.2 Data Security: secloud is committed to maintaining the security, confidentiality, and integrity of the Client’s data. secloud will implement appropriate technical and organizational measures, including encryption and access controls, to protect Client data against unauthorized access, loss, or corruption. However, secloud shall not be held liable for any data breaches resulting from factors beyond its control, including but not limited to the Client’s failure to maintain adequate security practices or the use of third-party services integrated with secloud.
5.3 Data Privacy Compliance: secloud will process personal data in accordance with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), where applicable. secloud agrees to notify the Client of any data breaches that may affect the Client’s data and will cooperate with any investigation or mitigation efforts required by law. secloud will not access or use the Client’s data except as necessary to provide the Services, comply with legal obligations, or address support requests.
5.4 Support Services: secloud shall provide Client with technical support services as described in the SLA attached to this Agreement.
5.5 Service Updates and Maintenance: secloud will regularly update the Services to improve performance, enhance security, and introduce new features. The Client will be notified of any major updates or changes that could impact its use of the Services. secloud will ensure that these updates are implemented in a manner that minimizes disruption to the Client’s use of the Services.
5.7 Compliance with Laws: secloud shall comply with all applicable local, state, national, and international laws and regulations in its provision of the Services. This includes compliance with data protection laws, intellectual property laws, and other applicable legal frameworks governing SaaS offerings. secloud will not knowingly provide the Services in violation of any applicable legal requirements.
5.8 Confidentiality: secloud shall maintain the confidentiality of all Client data and any other confidential information disclosed by the Client during the course of the relationship. secloud will not disclose such information to third parties except as required to provide the Services, comply with legal obligations, or as otherwise authorized by the Client in writing.
5.9 Backups and Data Recovery: secloud will make commercially reasonable efforts to back up Client data at regular intervals as part of its standard operating procedures. In the event of data loss caused by secloud’s system failure, secloud will take all necessary steps to restore Client data from the most recent backup. However, secloud will not be responsible for any data loss that occurs as a result of factors beyond its control, such as third-party failures, Client actions, or failure to adhere to security guidelines.
6. Confidentiality
6.1 Obligations: Each party agrees to protect the Confidential Information of the other party with the same standard of care it uses to protect its own Confidential Information, but in no event less than reasonable care.
6.2 Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) was in the possession of the receiving party prior to receipt; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
7. Intellectual Property Rights
7.1 Ownership: secloud retains all right, title, and interest in and to the Software, Services, and all related intellectual property, including but not limited to any patents, copyrights, trademarks, trade secrets, and proprietary know-how. Nothing in this Agreement transfers or assigns any ownership rights to the Client. Any enhancements, modifications, or derivative works of the Services created by secloud, whether based on suggestions, feedback, or other input from the Client, shall be owned solely by secloud.
7.2 License to Client: Subject to the terms of this Agreement and the Client’s compliance with its obligations, secloud grants the Client a limited, non-exclusive, non-transferable, and non-sublicensable license to use the Services solely for the Client’s internal business purposes during the Subscription Term. This license does not include any rights to modify, distribute, reverse-engineer, decompile, or create derivative works of the Software or Services unless expressly authorized in writing by secloud. Any unauthorized use of the Services or Software is a material breach of this Agreement and may result in termination of the license and legal action.
7.3 Restrictions: The Client shall not:
- Remove, alter, or obscure any proprietary notices or labels on the Software or Services.
- Use the Services to create a competing product or service.
- Use the Services in violation of applicable intellectual property laws or rights of third parties.
- Attempt to access the source code of the Software by any means, including but not limited to reverse engineering, disassembly, or decompilation.
7.4 Feedback: The Client may provide feedback, suggestions, or recommendations regarding the Services (“Feedback”). The Client agrees that all Feedback is provided voluntarily, and secloud shall have the unrestricted right to use, implement, and exploit any such Feedback, without obligation to the Client, and without any compensation to the Client. The Client acknowledges that secloud is not obligated to implement any Feedback or make any improvements based on Client suggestions.
7.5 Infringement Indemnification: secloud agrees to indemnify, defend, and hold the Client harmless from any third-party claims that the Client’s authorized use of the Services infringes upon any patents, copyrights, trademarks, or other intellectual property rights, provided that the Client promptly notifies secloud of such claims in writing and cooperates in the defense and settlement of such claims. secloud shall have sole control of the defense, and the Client shall not settle any such claim without secloud’s prior written consent. This indemnification does not apply to claims arising from unauthorized modifications to the Services, third-party components used by the Client, or the Client’s use of the Services in a manner not in accordance with this Agreement.
7.6 Client Data and Intellectual Property: The Client retains ownership of all intellectual property rights in the data and content it uploads to or generates using the Services (“Client Data”). secloud claims no ownership over Client Data, and secloud’s use of such data is limited to providing the Services or as otherwise specified in this Agreement. The Client is solely responsible for ensuring that it has the necessary rights and permissions to use, upload, and share such data within the Services.
7.7 Third-Party Infringement Claims: If the Services, or any portion thereof, become the subject of a claim of intellectual property infringement by a third party, secloud, at its sole option and expense, may: (i) obtain for the Client the right to continue using the Services as contemplated under this Agreement; (ii) modify or replace the infringing portion of the Services to make it non-infringing without materially reducing the functionality of the Services; or (iii) if the options in subsections (i) and (ii) are not feasible, terminate this Agreement and refund the Client any prepaid, unused fees for the remaining Subscription Term.
7.8 Limitations: secloud’s obligations under this section shall not apply to claims based on (i) the Client’s combination of the Services with any products, services, or materials not provided by secloud; (ii) the Client’s use of the Services in a manner not expressly permitted by this Agreement or the documentation; or (iii) modifications to the Services made by anyone other than secloud or its authorized agents.
8. Term and Termination
8.1 Term: This Agreement shall commence on the Effective Date and continue for the Subscription Term unless terminated earlier in accordance with this Section.
8.2 Termination: Either party may terminate this Agreement by providing three (3) months’ written notice to the other party. The three (3) month notice period will commence on the first day of the month following the delivery of the termination notice.
During the notice period, the Client shall continue to make payments as specified in this Agreement. The variable fees (User fee and Other fees, detailed in Section 3.1 Fees) due during the notice period shall be the higher of the following:
- The fees incurred during the three (3) month notice period; or
- The fees incurred during the three (3) months immediately preceding commencement of the notice period
8.3 Termination for Cause: Either party may terminate this Agreement immediately for cause if the other party materially breaches this Agreement and such breach remains uncured for thirty (30) days after written notice of such breach.
8.4 Effect of Termination: Upon termination of this Agreement, Client shall immediately cease all use of the Services, and secloud may disable all Client (including users on Client’s behalf) access to the Services.
Upon termination of this Agreement, the Client shall pay any outstanding amounts owed up to the date of termination, including any fees incurred during the notice period as specified above.
9. Warranties and Disclaimers
9.1 Mutual Warranties: Each party represents and warrants that it has the legal power to enter into this Agreement.
9.2 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. Limitation of Liability
10.1 Exclusion of Damages: IN NO EVENT SHALL SECLOUD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES.
10.2 Cap on Liability: SECLOUD’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO SECLOUD DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE.
11. Miscellaneous
11.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Kingdom of Norway, without regard to its conflict of law principles.
11.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the subject matter hereof.
11.3 Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.
11.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
11.5 Waiver: No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
11.6 Assignment: Client may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of secloud.