Acceptance of these terms – the recipient of these terms and conditions must read the following:
The purpose of these terms (the “Terms”) is to enter into an agreement and agree to the use of Lily (the “Service”) as provided by Lily AS (the “Supplier”) for the company which shall use the Service (the “Customer”) and establish requirements for the use of the Service provided by the Supplier.
Note the following: Lily offers the Customer the ability to send mass emails, SMS and other marketing options. The Customer is responsible and liable for complying with any laws, such as laws for sending marketing throughout email and SMS, and is responsible for having a legal basis, such as all necessary consents, for marketing communication and processing personal data in accordance with applicable laws, including any applicable marketing laws (such as the Marketing Act in Norway), any data privacy regulation and the General Data Privacy Regulation (GDPR). Before using any marketing communications, the Customer must evaluate the legality of the communication and, if necessary, seek legal expertise. The Customer cannot hold Lily AS liable or responsible for the Customer’s use of the Service’s functionalities.
These Terms form an agreement with the Customer and the Supplier (see company information on Lily AS at the end of these Terms), which is hereinafter referred to as the “Agreement”, which is entered into the Terms are accepted, or the Service is accessed, whichever comes first.
The Customer accepts to comply with these Terms, any rules and guidelines comprising the Service, which is either included in the Service or posted on the Supplier’s website at the time of such use, the Data Processing Agreement (included in the Agreement), and the Supplier’s Privacy Policy.
The person accepting the Terms and entering into the Agreement on behalf of the Customer represents and warrants having due authorisation from the Customer to enter into the Agreement with Lily AS of which the Customer is obligated to comply with the Terms.
Please read the Agreement carefully, as they form the requirements for the Service with the Customer’s rights and obligations and retain a copy of the Agreement for record.
The Service is an automation tool for customer dialogue, newsletters, social media, advertising (if available) and other marketing, collection and reporting of consent and customer data. The Service and the parts of the Service, functionality, specification, etc., are described on the Suppliers webpage. However, the Service is provided as a SaaS solution, and the functionality will change as the functionality may be amended, replaced or added from time to time; see below.
As a consequence of the Supplier providing the Service, the Customer must make available or provide for making available the data and information which the Customer shall use in the Service. Such data or information may be regarding the Supplier’s customers/users by giving the Supplier access to where the data are stored (such as a database, server, CRM system, mailing system, third party systems, inclusive systems for sale of tickets, ordering systems etc.), provided that the Service has integration such system, and the Customer authorises the Supplier to access and transfer the data and any other tasks required to perform the Service.
The Customer’s ability to access and use the Service requires the payment of fees, see “Fees and payment”.
Access to the Service is made through the web, and the Customer must have a browser and a computer which meet any requirements set by the Supplier, or otherwise an updated standard browser (one of the three most used browsers) and computer.
Functionality allowing the Customer to integrate other services into the Service may be available. Usage of such services will be governed by the terms applicable to the integrated services used. The Service may also include links that will take the Customer to other websites. The Supplier provides such linked sites to the Customer as a convenience, and including such links does not imply any endorsement, responsibility or liability by the Supplier or the Service of any linked sites.
See also “Functionality and Availability of the Service” about the delivery of the Service.
To gain access to and use the Service, the Customer will be required to create an account and to provide the necessary information. All information that the Customer provides to the Supplier must be current, complete, and accurate and must be kept up to date within the Service.
The Customer is solely responsible for all activity in the Customer’s account, including any user account the Customer gives access to for its employees or others, regarding the Service and for complying with this Agreement. The Customer is responsible that any username and password are kept confidential and that any of the Customer’s information is not shared with third parties.
Any person using the Customer’s login information is conclusively deemed to have actual authority to use the Service and consequently to access data and information and are deemed authorised and approved by the Customer, and the Customer hereby agrees to indemnify, defend, and hold the Supplier harmless from any claims or damages arising from or relating to any such use.
The Service is provided as a “Software-as-a-Service” (SaaS) and is provided “as is” and “as available”. Consequently, the Supplier does not grant or guarantee any functionality or availability in the Service. The functionality will change as the functionality may be amended, replaced or added from time to time.
As the Service is provided through the web, interference may occur. The Supplier will also carry out updates and maintenance of the Service due to technical, security or operational reasons, at which time the Service might be unavailable.
The Customer understands and accepts that the Service is continuously developed, contains complex code and functionality, and consequently may include technical errors/bugs, interruptions, inaccuracies and/or typographical errors, and changes to functionality and user interface may be carried out.
The Supplier has no responsibility or liability for services or data from the customer, affiliates or third parties, hereunder, for the incompatibility between the Service and systems provided by the Customer or any third-party systems or services, such as ticket systems.
The Customer agrees not to:
The Supplier does not generally monitor activity occurring in connection with the Service. However, if the Supplier becomes aware of any actual or possible violations of any provision of these Terms, the Agreement or any applicable law, the Supplier reserves the right to investigate such actual or possible violations, and the Supplier may, at its sole discretion, restrict access to the Service for individual or all users, and/or immediately terminate the Agreement in accordance with the above, or may change, alter or remove Customer content, in whole or in part, without prior notice to the Customer.
For support, see more information in the Service.
Fees for using the Service will be provided when signing up for the Service or included in the Service or on the Supplier’s website. Prices may be dependent on use or the turnover the Customer has due to the use of the Service or other price mechanisms as informed by the Supplier.
The Supplier may amend the prices for the Service with three months’ written notice. If the new prices are not accepted, the Customer may terminate the Agreement and stop using the Service before the new prices enter into force.
The fees are given exclusively of any tax or fees, such as VAT. In addition to the fees above, taxes, such as VAT, may be imposed in the Customer’s jurisdiction, and the Supplier is not responsible for paying any such fees, charges and taxes other than in the jurisdiction where the Supplier is established or offers its products or services. If the Supplier is held responsible for any charges or taxes, the Customer shall cover such charges or taxes upon request.
The Supplier may, in addition, require payment upon renewal of the term for the Service, see “Term and Termination ”, and may terminate the Service if such payment is not made.
The Supplier may require payment in advance or a retainer to access the Service with correction of the payment on the use of the Service after the end of the month. Any invoices from the Supplier shall be paid 30 days after the invoice date. The Supplier may implement other payments solutions, such as payment in relation to payment by the customers of the Customer.
In the event of any late payments by the Customer, the Supplier reserves the right to charge interest on the overdue amount at an annual rate equal to 8% or the maximum rate allowed by law, whichever is lower. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount.
The Customer holds all rights to information, data, text, images, video, sounds, etc., provided to the Supplier or included by the Customer or a third party assigned by the Customer as part of the Service (hereinafter called “Customer Content”). The Supplier can use the user Content to provide the Service. Upon termination, Customer Content will be deleted except to the extent that the Customer’s data is stored or otherwise retained by the Supplier if the Supplier has a right or obligation to store the data or it is agreed that the Supplier shall export or transfer such content.
The Customer represents and warrants that the Customer is the owner or authorised user of all Customer Content. The Supplier shall not be liable for any Customer Content the Customer includes in the Service, including, without limitation, intellectual property or data protection.
The Supplier can use the Customer’s logo, trademarks, and trade names in its marketing materials, including website, email, social media, and press releases if the Customer has not rejected such use in writing.
Upon accepting the Terms and payment of the fees for the Service, the Customer is granted a limited, non-exclusive, royalty-free, non-transferable right to access and to use the Service, inclusive any software as part of the Service, in accordance with the Agreement for the Customer’s use in its own business.
Only the Customer’s employees or consultants who, according to an agreement with the Customer, are performing services for the Customer may access the Service. The Customer shall not allow other persons or entities directly or indirectly to access or use the Service, or any information or documentation related to the Service, see “Confidentiality” below.
All rights, title to and interest in the Service (excluding the Customer Content, as defined above) are the exclusive property of the Supplier. The Service and its content are protected by copyright and other intellectual property rights in the country the Customer resides in and under international treaties on intellectual property rights. The Customer’s use is granted a limited right to access and use the Service as described under “Right to access and use the Service”.
All brand intellectual properties, inclusive but not limited to names, product names, trade names, domain names, graphics, logos, service marks and trademarks relating to the Service, are the property of the Supplier. The Supplier retain rights to the said intellectual properties, which are not to be removed, added to or altered in any way or to remove copyright notices or other proprietary rights or marks associated with or included in the Service.
Personal data is any information that identifies or could be used to identify other physical persons. The Customer may transfer or have transferred personal data to the Supplier as part of the Service, and the Supplier will process personal data on behalf of the Customer.
The Customer and the Supplier have entered into a data processing agreement comprising the processing of personal data the Supplier performs on behalf of the Customer upon providing the Service. The data processing agreement is an attachment to the Agreement and is considered part of the Agreement entered into by the Supplier and the Customer. The data processing agreement is located here: [LINK]. The Customer is encouraged to download and archive the Data Processing Agreement with the Agreement.
The Customer accepts and approves that the Service is conducted and provided by the Supplier electronically, through the Internet, and that the Supplier cannot guarantee the security or privacy of any electronic communications in which the Customer participates in transfer on the Internet which are out of the Supplier’s control.
The Service is provided “as is” and “as available” and without any warranty.
The parties are only liable for any direct and documented damage if the party is negligent in breaching this Agreement. The parties shall not be liable for any indirect damages, including, without limitation, incidental and consequential damages, loss of profits or business opportunities, business interruption, or damages resulting from loss of confidentiality, loss of data or loss of access to the Service, inclusive the quality of the Service as further described in “Functionality and Availability of the Service”.
In any event, any party’s total liability shall not exceed the amount actually paid by the Customer for the Service during the last 12 months before the incident that causes the liability.
The Customer agrees to indemnify, defend and hold harmless the Supplier and its partners without any limitations from all claims, liabilities and expenses that arise from the Customer’s misuse of the Service or any breach of the Terms or applicable laws, inclusive of any infringement of any intellectual property, proprietary information, violation of privacy or other rights by the Customer or by any person using the Customer’s login information, whether or not the Customer authorised such use.
The Agreement is entered into for a term of one year and continues until terminated by one of the parties with three month's written notice.
If one of the parties is in material breach of the Agreement, the other party may terminate the Agreement with immediate effect. The following shall be considered material breach:
If the Customer breaches any of the above, the Supplier may, at its sole discretion, terminate the Customer’s access to or use the Service without prior notice.
Upon termination of the Agreement, any fees not paid are due for payment, and the Customer is not entitled to any return of fee for the remaining term.
Each of the parties shall maintain the confidentiality of all non-public information disclosed by the other party or which the party get access to under this Agreement, including but not limited to the Service and functionality herein, technical, commercial, financial, operational, staff, marketing, and planning information (hereinafter called “Confidential Information”), whether disclosed in writing, orally, written or captured by the party or by any other means.
The parties shall not use the Confidential Information for any purpose other than as specifically agreed upon in this Agreement, inclusive of providing and using the Service, and shall not disclose it to any third party, except as required by law or as necessary for the performance of this Agreement, and only to those individuals who have a need to know and who are bound by similar confidentiality obligations.
These obligations shall remain in effect after the termination of the Agreement, regardless of the reason for termination. Upon termination of this Agreement or written request from one of the parties, the other party shall promptly return or destroy all copies of Confidential Information unless legally required to retain such information.
Force Majeure means any circumstances beyond the reasonable control of either party, including, without limitation, fire, explosion, pandemics, strikes or other labour disputes, riots or other civil disturbances, and errors or downtime in networks, power supply, gateway or similar failures of communication and failures of third-party service providers (including providers of internet services and telecommunications), that prevent a party from fulfilling its contractual obligations.
The affected party must promptly inform the other of the Force Majeure event and its expected impact. Obligations are suspended only to the extent necessary and for the duration of the event. The affected party shall endeavor to minimize the effects and resume performance promptly after the event ends.
If the Force Majeure continues beyond 90 days, either party may terminate the Agreement without liability. Financial hardship and market changes do not qualify as Force Majeure.
The Supplier is entitled, in whole or in part, to assign its rights and obligations under the Terms to a third party at its discretion. The Customer may assign the Agreement to another party upon the Supplier’s written consent, which shall not be unreasonably withheld.
The Supplier’s failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision unless expressly agreed by the Supplier in writing.
The Supplier may need to inform the Customer, such as service announcements and administrative messages, by the email address provided by the Customer or by posting information in the Service. The Customer is responsible for updating the Customer’s contact information in the Service so the Customer can receive information from the Supplier.
The Supplier may amend these Terms, which will cause a change in the Agreement, and inform the Customer either by the email given by the Customer or included in the Service with a minimum one-month notice.
By using the Service after being informed of the amended Terms, the Customer agrees to be bound by any such revised terms at the effective time. If the Customer does not accept the amendments, the Agreement will be terminated, and the Customer may not continue to use the Service.
The Agreement shall be governed by Norwegian law.
Any dispute or claim arising out of or in connection with the Terms shall be subject to the jurisdiction of the Norwegian courts, with the district court of Oslo, Norway, as the legal venue.
The Customer acknowledge and agree that separate from any proceedings, the Supplier may also seek injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable injury to it, its trademarks and other marks as included in “Intellectual Property Rights”, and/or other intellectual property, and in such proceeding, the Customer consent to the jurisdiction of such a Court.
Lily AS (the Supplier) is a company registered in Norway with the registered address and contact information:
Lily AS
Edvard Storms gate 2
0166 Oslo
Norway
Business reg. no: 913 275 454
E-mail: support@lily.no
