SaaS Customer Agreement & Terms and Conditions
GENERAL TERMS & CONDITIONS
Last updated: April 2025
- DEFINITIONS
Account: The Customer is provided with a SaaS account. An Account is necessary to access the Product. The Account will be accessible through a set of credentials, consisting of a username and password combination for authorization.
Admin: A physical person that the Customer appoints who will have administrative rights on behalf of the Customer in the Empower Platform.
Agreement: This Customer Agreement, including Appendices, which regulates the conditions under which the Customer buys a license (a subscription) to one or several Products from the Supplier on behalf of the Customer’s End Users. These conditions are the standard terms that apply to anyone who uses the Products covered by this Agreement. Changes in the Agreement are only valid if signed by the Supplier’s General Manager, or if published on the Supplier’s Official Website(s) or on the Empower Platform as a general updated version of this document.
End User: The physical person who holds a valid right of use to the Products as described in the Agreement. The End User is party to and bound by the EULA once the End User downloads or starts to use the Products. The Customer’s Admin defines and authorizes which persons can have access to the Products as the Customer’s End Users. End Users are not required to be an employee of the Customer.
End User Agreement: The EULA together with the Privacy Policy, which is made available for the End User of the Product through the Empower Platform.
EULA: The End User License Agreement to the Products. The EULA will be based upon Appendix 3 and made available for the End User together with the Product. The EULA is available through the Empower Platform.
Empower Platform: The SaaS product and technology platform delivered by the Supplier through this Agreement, including any Products, integrations, applications, implementations and other services the Customer has purchased license(s) for. The Platform includes
- Tracking app and inventory overviews, history and reports, which includes secure storage of collection and supply chain data, files and photos
- Dashboard and monitoring of supply chain and tracked materials
- Tracking reports, showing origin and journey of materials, tied to immutable tracking data
- Centralized management of organization users, inventory and facilities
- Documentation of collection and recycling data that can be used for Plastic Credits and EPR systems
- Basic web-based service and support through Intercom, integrated in the Empower Platform
The Empower Platform allows the Customer’s Admin to log in to the Account and access the paid Products (the Licenses) connected to this account and review the status on its total Licenses and minimum technical requirements for using the Products.
License(s): A subscription license is i)a royalty-free and time-limited, non-exclusive, non-transferable, non-sublicensable license ii) a right to use the Products in the License Period, iii) a right to receive standard support in the License Period, iv) a right to receive standard maintenance in the License Period and v) a right to receive standard SLA in the License Period.
License Fee: The fees that the Customer is obligated to pay in order to use the Products the Customer has paid such fee for in the relevant license period. The License Fee Schedule is outlined in Appendix 1.
License Fee Schedule: Supplier offers multiple subscription tiers with different pricing and features. The selected tier determines the monthly or annual subscription fee, included tracking volume, volume-based overage fees, and other service limits. The License Fee Schedule is outlined in Appendix 1. The pricing or tier structure may be revised by Supplier by giving 30 days' notice via email or Empower platform notification.
License Period: The time period (annual or monthly) for which the Customer has paid the License Fee and has a valid license to use the Products. More details on the License Period are included in the License Fee Schedule in Appendix 1.
Party: The Supplier or the Customer.
Parties: The Supplier and the Customer.
Plastic Credits: Plastic Credits are one of the services offered by the Platform and can be issued in accordance with the terms and conditions set out on the Platform. A Plastic Credit is a digital proof of clean-up and collection, containing information about the amount collected and the location.
Privacy Policy: The Privacy Policy to the Product. The Privacy Policy will be based upon Appendix 4 and made available for the End User together with the Product. The Privacy Policy is available through the Empower Platform and app.
Products: The standard software products developed by the Supplier that the Supplier supplies separately or jointly to the Customer pursuant to the agreed upon terms in the Agreement. The Products may be standalone applications and/or features that may be licensed (subscribed to) separately or as packages. A detailed description of each Product with prices and license period may be found in the Empower Platform or on the Supplier’s Official Website.
Product Passports: A Product Passport is a digital visualization of the product’s journey, containing for example information about the material composition and origin of a product. Product Passports can be created on the Platform based on the recorded tracking data and can be accessed by adding a QR code or other identifier on end products and/or packaging.
Additional Services Agreement: The agreement between Customer and Supplier describing the agreed additional services, such as extended SLA, extended support, extended maintenance and/or consultancy services, regarding the Product that the Supplier shall deliver to the Customer.
Third Party Products: Products not developed by the Supplier, including hardware or other software products than the Products. The Empower Platform may contain links to Third Party Products.
- GENERAL
2.1 Agreements between the Parties
The Supplier has developed Products that it chooses to license to the Customer as described in this Agreement.
The Supplier can also deliver certain consultancy assistance in order to customize the Products to the Customer’s needs. Specification of such services with delivery and other terms regarding such assistance shall be regulated between the Parties by Appendix 2 Additional Service Agreement.
If Customer has entered into another agreement with Empower concerning specific services or applications, then the terms of that agreement control where it conflicts with the terms in this Agreement, unless otherwise agreed in writing.
2.2 Empower Platform and Customer account
The Empower Platform provides a dashboard for the Customer to access the licensed Products. After the Customer has paid the License Fee for a specific Product, the End User will be able to access such Product through the Empower Platform.
Customer will have access through the Empower Platform to all their data and data provided by all stakeholders of Customer’s initiated projects and value chains.
The License Period will be shown through the Empower Platform (month or year).
Each Customer will have its own Customer Account, and the Customer will through its Customer Account be able to see purchased Products with License Periods and License fees.
Third Party Products are not covered by this Agreement (the Customer must enter into a separate agreement with such third party).
2.3 Minimum requirements to Customer for using Supplier’s Products
The Customer is responsible for Internet connection for the Customer as well as for its End Users as well as other general minimum requirement that apply for use of the relevant Products as described together with the technical description of the Products available on the Empower Platform
- CUSTOMER’S RIGHTS AND OBLIGATIONS
Once the Customer has paid the License Fee for the Products, the set End User shall receive a non-exclusive, non-transferable, royalty-free and time-limited license (right of use) to the Product(s) in object code covered by the License Fee for the License Period, within the scope of this Agreement and without the right to sub-license.
The Customer shall have no right of title or ownership to the Products, and no right to distribute, license (whether or not through multiple tiers) or otherwise transfer the Product to any third party. The Customer shall have no right to rebrand or repurpose the Product in any way.
The Customer may not reverse engineer, decompile, modify or disassemble the Empower Platform or Products or otherwise reduce the Product to human-perceivable form in whole or in part, except and only to the extent that such activity is expressly permitted by this Agreement or by applicable laws.
- INTELLECTUAL PROPERTY RIGHTS
Unless otherwise stated herein, the existing content and any other information available through the Empower Platform belongs to the Supplier.
The Supplier with its licensors, retain all copyright and all other intellectual property rights and other related rights to the Empower Platform, including the technology and databases behind the Empower Platform as well as the Empower Platform’s associated software. This also applies to any corrections, bug fixes, enhancements, updates, improvements or modifications thereto, and the Customer hereby irrevocably transfers, conveys and assigns to the Supplier all of its rights, titles and interests therein.
The Customer retains the property rights that are rightfully the Customer’s to the data that the Customer or the Customer’s End Users enters into the Empower Platform to the extent Customer has acquired such rigths. The Customer is responsible for keeping backups of all data the Customer itself or the End User enters into the Empower Platform. The Customer and its End Users are also responsible for their respective use of such data.
- STANDARD SUPPORT
The Customer shall have the right, under any and the same restrictions and obligations as follows from this Agreement, for its appointed Admin to send questions regarding the Products to the Supplier to the e-mail stated in the Empower Platform for Single point of contact (SPOC). Such requests will be responded to within 5 working days in Norway during the License Period, provided that the Customer has paid the applicable License Fee for such Products.
Any other support regarding the Products from the Supplier is available as described in the Additional Service Agreement between the Parties.
- STANDARD MAINTENANCE
Updates of the Empower Platform in the License Period: The Customer shall have the right, under any and the same restrictions and obligations as follow from this Agreement, to use any updates and upgrades to the Empower Platform released by the Supplier during the License Period, provided that the Customer has paid the applicable License Fee.
Any other maintenance regarding the Empower Platform from the Supplier is available as described in the Additional Service Agreement between the Parties.
- STANDARD SLA
The Supplier provides the standard SLA for the each Product in the License Period: The Customer will have access to standard documentation and FAQ for the Products that will be made available after login on the Empower Platform If such access is not granted, the appointed Admin shall have the right to send an e-mail with subject “error in access” to the address stated in the Empower Platform for Single point of contact (SPOC) that will be responded to within the next working day in Norway during the License Period, provided that the Customer has paid the applicable License Fee for such Products.
Any other SLA regarding the Products from the Supplier is available as described in the Additional Service Agreement between the Parties.
- PAYMENT
8.1 Prices and delivery terms
Supplier offers multiple subscription tiers with different pricing and features as outlined in License Fee Schedule in Appendix 1. The selected tier determines the monthly or annual subscription fee, included tracking volume, volume-based overage fees, and other service limits.
All prices including the License Fee are specified exclusive of value-added tax (VAT) and other relevant taxes, duties or other such additional sums. This is including, but without prejudice to the foregoing generality, purchase tax, excise tax, tax on sales, property or use; import or other duties, whether levied in respect of this Agreement, the Product, its use or otherwise.
Payment is collected automatically via Stripe based on the selected subscription tier. Charges are applied at the beginning of each billing cycle.
If tracking volume exceeds the monthly limit for the selected tier, an additional volume fee per KG ton will apply as stated in the pricing plan in the License Fee Schedule in Appendix 1.
All fees are non-refundable unless required by applicable law.
8.2 Late payment
If charges are not paid as agreed the service form the Empower Platform will be suspended until payment has been made or terminated if charges are not paid within two months of the first day of suspension.
- PRIVACY
The Empower Platform Privacy Policy describes how Empower collects and uses personal information from the Customer and End-Users when accessing or using the Empower Platform. (Link til Privacy Policy)
- WARRANTY
The Supplier’s warranty is limited to the Empower Platform and Products and for the period the Customer has paid the License Fee for and reads as follows:
The Empower Platform license is provided on a “as is” basis, the Supplier shall not be liable towards the Customer or the End User if the Product is unavailable for a short amount of time, nor does the Supplier guarantee that the Empower Platform will i) always be available, uninterrupted, timely, secure, or error-free, ii) the results obtained from the use of the Empower Platform will be effective, accurate, or reliable, iii) the quality of the Empower Platform will meet Customer’s expectations, iv) any errors or defects in the Services or Applications will be corrected.
The Supplier does not warrant that the Empower Platform can be used for one or several specific purposes or will function without problems with Third Party Products or the Customer’s systems. The Supplier does not warrant any results or suitability of results, from the use of the Empower Platform, based on the Customer’s input of data.
Both during the term of the Agreement and after the termination of the Agreement, the Customer shall refrain from using the Empower Platform in a way that is unlawful, unethical or may discredit, depreciate or otherwise be harmful to the Supplier’s reputation or goodwill, and shall also refrain from making statements in relation to the Supplier or the Products with similar effects, in so far as this restriction is permissible by applicable law. If the Supplier becomes aware that the Customer has breached this paragraph, the Supplier shall first give the Customer a notice with ten (10) days to cease and remedy the damages. If the Customer fails to do so in the given time, the Supplier may revoke the Customer’s License with immediate effect.
In the event that the Supplier becomes aware that the Customer has used the Product for gross human rights violations, the Supplier retains the right to revoke the Customer’s License with immediate effect.
- Limitation of Liability
- ASSIGNMENT
The Supplier can assign its rights and/or obligations under the Agreement in whole or in part to a third party. Upon such assignment, the Customer shall be notified in writing. The Customer cannot assign rights or obligations without the Supplier’s written consent.
- DURATION AND TERMINATION
This Agreement and the License Period lasts for the subscription period chosen by the Customer and will be automatically renewed for additional equal terms unless the Agreement is terminated with at least one month’s written notice before the end a yearly subscription period, and 7 days before the end of a monthly subscription period.
The Customer’s rights to use the Empower Platform will automatically cease on the last day of the License Period (the last day of the period covered by the paid License Fee). If the Customer pays for a new License Period, then the Agreement will be deemed renewed according to such additional License Period the Customer has paid for.
In the event that the Supplier becomes aware that the Customer has used, or is using, the Empower Platform in a manner that is deemed illegal, extreme, politically extreme, violent or otherwise harmful to others, the Supplier will send the Customer a cease-and-desist notice. If the Customer either fails to respond to the cease-and-desist notice within 10 days of receipt, and/or continues to use the product to create the same content as described in the cease and desist notice, the Supplier reserves the right to terminate the License until a resolution is agreed upon between the Supplier and the Customer.
- COMPLAINTS, DEFAULT AND SANCTIONS
The Supplier's liability towards the Customer is in its entirety regulated in this Agreement.
Unless otherwise stated, Supplier is not liable to Customer or anyone else for any special, incidental, direct, indirect, consequential, moral, exemplary or punitive damages whatsoever, regardless of cause, including losses and damages i) resulting from loss of use, data, reputation, revenue, or profits; ii) based on any theory of liability, including breach of contract or warranty, negligence, or other tortious action; or iii) arising out of or in connection with Customer’s use of or access to the Empower Platform. Nothing in this Agreement limits or excludes our liability for gross negligence, intentional misconduct of Empower or its employees, unless mandatory law stipulates otherwise. In the event of such mandatory law, the Customer loses the right to argue liability/sanctions against the Supplier under this Agreement if the Supplier has not received written, specific complaints within 30 days after the Customer discovered or should have discovered the breach of contract.
Further, the limitation in liability also applies to any third party the Customer has given access to the Empower Platform.
This Agreement set forth the entire liability of Supplier and its affiliates as well as Customer’s exclusive remedy with respect to access and use of the Empower Platform.
Under any circumstances the Supplier's maximum liability following the Agreement is limited to the last billed subscription fee, whether yearly or monthly.
- FORCE MAJEURE
In the event that the implementation of the Parties’ Agreement is impeded or made significantly more difficult by a factor outside the Parties’ or subcontractor’s control, or which under general law in Norway is considered force majeure, the Parties’ obligations under the Agreement will be suspended to the extent to which and for the period in which they are impeded. A Party affected by such a factor shall notify the other Party immediately that a force majeure is deemed to have occurred.
- CONFIDENTIAL INFORMATION
Information the Party becomes acquainted with in relation to the conclusion or execution of the Agreement, and that relates to the other Party’s operations, employees, products, services or use of the service, shall be kept confidential and not be disclosed to third parties without the other Party’s written consent.
The duty of confidentiality does not prevent the Parties from utilizing the general knowledge and expertise acquired in relation to the execution of the Service in its future operations. The duty of confidentiality extends beyond the termination of this Agreement.
- DISPUTE RESOLUTION
The Agreement shall be interpreted and governed in accordance with Norwegian law. Any dispute or claim arising out of the Agreement, which cannot be amicably settled within two (2) months from when the dispute arose may be referred by either Party to Oslo District Court.