Globus AI AS, registered in Norway under organization number 919 664 886 ("Globus AI"), provides a cloud-based platform powered by Artificial Intelligence (AI) designed to solve staffing difficulties more efficiently by automatically aligning requests with suitable professionals.

The product, which includes the Product Tenant(s)/Platform and corresponding user access rights, is offered to customers on a non-exclusive basis via a subscription model (as software-as-a-service - "SaaS"). In addition, Globus AI may offer additional related services (collectively referred to as the "Services"). The Services ordered by the Customer are outlined in the Quote, and the terms and conditions for such a subscription are specified in these General Terms and Conditions (GTCs).

1. GOVERNING DOCUMENTS

1.1. This General Terms and Conditions (the “GTCs”),the Data Processing Agreement www.globus.ai/legal/dpa (the “DPA”) and the Joint Controller Agreement www.globus.ai/legal/jca (the "JCA") together with the Quote form a legally binding commitment between Globus AI and the Customer from the date the Quote is signed by the Parties (the “Effective Date”). The capitalised terms used in these GTCs without definition have the meanings assigned to them in the Quote.

1.2. These General Terms and Conditions (GTCs) and the Quote explicitly override all previous proposals, negotiations, communications, irrespective of whether they were oral or written, between the Parties (this includes any prior versions of these GTCs). If there is any discrepancy or conflict between these GTCs and the Quote or another document signed by the Parties, these GTCs specify additional provisions to the signed document, but they do not explicitly modify it.

1.3. The latest version of these GTCs is available at globus.ai/legal/gtc Globus AI may amend these GTCs at any time at Globus AI’s sole discretion upon notice to the Customer, which shall be posted on the Globus AI respective website page, and such amendments shall apply to any prospective Services thirty (30) days from the date of posting.

1.4. The specifics of the Globus AI solution and its product functionalities are elaborated in the Product Specification available on our website at globus.ai/legal/prodspec. The Product Specification offers an insight into the potential functionalities of Globus, with the exact features being specified in the Quote. According to clause 8.2 of these GTCs, the Product will align closely with the relevant Product Specification.  

2. COOPERATION FRAMEWORK

2.1. The Product requires a set-up phase to prepare and customize it for the Customer as described in the GTCs.

The access to the Product is provided after a set-up phase used to set up infrastructure, technical environment and prepare custom components. Globus AI will notify the Customer of the date when the Product is made available to the Customer through the cloud (the “Start-Up Date” or "Go-Live date") via e-mail. The invoicing of the subscription fees will commence on the Go-Live date, marking the official start of the Customer's subscription period.

2.2. Before and during the set-up phase, the Customer shall provide Globus AI with necessary access to data and information on the Customer’s source system, and otherwise contribute as required by Globus AI in order to facilitate Globus AI’s performance of its obligations under these GTCs.

2.3. In a case when the prolongation of the set-up phase is due to additional requirements of the Customer to the scope and functionality of the Product or due to the delay in providing accesses or otherwise contribute to the set up, the Parties agree on the new applicable timeline based on the new requirements/scope. However, these changes required by the Customer do not affect the start date of the invoicing of the subscription.

2.4. Globus AI will appoint a representative to provide a project plan for setting up, performing user acceptance testing and starting up the Product, as well as applicable milestones, dependencies, and other technical specifications or related information to the representative designated by the Customer. The representatives appointed by both Parties will be available to respond to any inquiries that might arise within a reasonable period of time, as well as deal with other matters addressed in these GTCs.

For the purposes of these GTCs, the Parties communicate by e-mail through their appointed representatives. The Parties may change their representatives by notifying via email.

2.5. Globus AI may extend the set-up phase due to the necessity to perform additional implementation or for other reasons. All assumptions related to the timeframe necessary for setting up are preliminary and approximate and do not constitute an obligation of Globus AI to perform the set-up within a certain timeframe. Such extension shall not be considered a delay or late delivery of the Product/Services and does not give the Customer any right to claim compensation or other remedies. Globus AI would inform the Customer about such an extension via email.

2.6. The Parties agreed to perform a set-up phase sign-off, confirming that the Product works as described in the Product Specification. The Product will be assumed to have been set-up successfully unless the Customer notifies Globus AI in writing of a defect in the delivery of the Product within 1 month from the date the Product is made available to the Customer through the cloud (“Go-Live date”). Support services are charged for on the time-and-materials basis after the set-up phase is completed.

2.7. Should the Customer decide to change their CRM provider during the subscription term, Globus AI will undertake a scoping exercise to ascertain the level of effort required to provide an implementation with the new CRM. Globus AI will provide a non-binding Statement of Work to Customer outlining the costs associated with the set-up of the Product with the new CRM. Notwithstanding anything to the contrary, subscription fees for the Initial or Renewal terms existing on the date of such changes are payable by the Customer.

3. FEES

3.1.         Subscription fees

3.1.1.      All subscription fees are due and payable in advance and are non-refundable. Invoicing of the subscription fees starts on the Go-Live date, with payment expected within 14 days of the invoice date, nevertheless, not later than 2 months after the Effective date.

3.1.2.     Globus AI will issue invoices according to the invoicing frequency specified in the Quote. The fees for any subsequent renewal terms are invoiced at a then-current standard Globus AI rate.

3.1.3.     During the Subscription Term, you may decide to stop using Globus and choose to cancel your subscription early, provided that, we will not provide any refunds and you will promptly pay all unpaid fees due through the end of the respective subscription term.

3.1.4.     The Customer may add new users at any time during their subscription term for an additional fee at the rate specified in the Quote, those added users will be included in the next payable subscription fee.

3.2.       Additional fees

3.2.1.     The Customer will be charged an additional one-time fee for services to be provided by Globus AI during the set-up phase (the “Set-Up Fee”). The current set-up scope is estimated as described in the Quote. The total amount is invoiced on the Effective Date. 

3.2.2.     The fees for developing new or additional functionality ("Change request") and/or specific features requested by the Customer along with the set-up work required to implement those will be charged separately. This could be on a time-and-materials basis, and/or as an additional subscription cost. All such fees will be specified by Globus AI at the time of the request and will be invoiced monthly. Both parties must approve these charges in advance.

3.2.3.    SMS charges are invoiced based on the usage at the rate and payment frequency described in the Quote (rates for other countries may be provided upon request). The Customer undertakes to pay the fees for SMS and similar services in full. Globus AI may change pricing unilaterally to adjust for changes in the market prices of SMS services.

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4. PAYMENT TERMS

4.1. Any payment by the Customer under this Agreement shall be made within 14 days from the invoice date. The Customer must notify Globus AI of any invoice disputes within the payment period or such invoice shall be deemed undisputed.

4.2. Globus AI may modify any rates and prices upon a prior written notification to the Customer. The updated rates and prices take effect 30 (thirty) calendar days after the Customer receives Globus AI’s notification.

4.3. Globus AI reserves the right to adjust the fees based on latest available Norwegian Consumer Price Index or with the latest applicable consumer price index in other country where the Customer operates.

4.4. If the Customer fails to make any payment when due, the Customer shall pay a penalty on any amounts outstanding at the maximum penalty interest rate established by the Norwegian Ministry of Finance, or the interest rate applicable in any other country where the Customer operates.

In addition to other remedies, Globus AI may suspend the Customer’s use of and access to the SaaS Product and suspend provision of its services without any liability for Globus AI.

4.5. All the amounts payable under this Agreement do not include any taxes or other charges, which are the Customer’s responsibility. This includes any payments related to third-party systems like ATS/CRM and their respective APIs and any taxes payable with respect to the SaaS Product and the Services.

4.6. Any discounts granted shall not apply to any renewals.

5. TERM &TERMINATION

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5.1. The subscription term spans one year and commences from the Go-live date (the“Subscription Term”). Following this, the subscription will automatically renew for successive one-year term unless either Party chooses to terminate it.

The termination notice should be done in writing and sent within a period of 3 months prior to the expiration of a subscription term, unless otherwise is specified in the Quote. 

5.2. Either Party may terminate the subscription if the other Party commits a material breach of this agreement and fails to cure the breach if it is curable within 30 (thirty) days of receiving a written notice of such a breach.

5.3. Either Party is entitled to terminate the subscription upon negotiations with a one-month prior notice in case when the completion of the set-up is impossible due to the performance limitation of any 3rd party systems.

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6. INTELLECTUAL PROPERTY RIGHTS

6.1. Globus AI owns and retains all right, title, and interest, including all intellectual property rights, whether registered or not, in and to the Product and the Services provided under these GTCs and all technology related thereto, including any and all algorithms or processes developed by Globus AI and all derivatives, modifications, or improvements of or to any of the foregoing made by or for Globus AI, whether or not created or developed in connection with the SaaS product and services hereunder.

Any rights not expressly granted to the Customer in these GTCs are reserved by Globus AI.

6.2. Globus AI hereby grants the Customer anon-exclusive, sub-licensable and non-assignable access to use the Product solely for the Customer’s internal business operations in accordance with these GTCs.

6.3. The Customer may not: (i) rent, lease, lend, sell, redistribute the Product or Services; (ii) modify, disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code of the Product or Services or knowingly permit or encourage any third party to do so, (iii) resell, distribute or otherwise transfer the SaaS product or Services, and code comprising the same, or any Globus AI trademark, logo or likeness, or (v) use the Product and Services to develop competing products or services. Any attempt to do so is a violation of the Globus AI’s rights.The Customer may not use the Product or Services for any other purposes than their intended use.

6.4. The Customer owns and retains all right, title, and interest, including all intellectual property rights, in and to data that has been entrusted to Globus AI for processing and the output from Globus AI’s processing of such data.

6.5. The Customer hereby grants Globus AI a non-exclusive, non-transferable, worldwide, royalty-free, fully paid-up, perpetual, and irrevocable right and license to use the data derived from analysis of the Customer’s data in aggregated or de-identified form, for the purposes of providing and improving Globus AI’s products and services.

7. PERSONAL DATA PROTECTION AND INFORMATION SECURITY

Globus AI is to process personal data on behalf of the Customer in accordance with the Data Protection Agreement (the “DPA”) published on the Globus AI’s dedicated webpage at globus.ai/legal/dpa.

8. INDEMNIFICATION

8.1. The Customer agrees to indemnify, defend, and hold harmless Globus AI from and against all claims, demands, suits or proceedings brought against Globus AI by a third party and all resulting liabilities, damages, losses, and expenses awarded by a court or included aspart of a final settlement arising out of (i) the Customer’s breach of these GTCs or other agreements by and between the Parties , (ii) any negligent, fraudulent or misuse of the Service, (iii) the Customer’s content and (iv) the Customer’s violation of any law or the rights of a third party.

8.2. Globus AI shall indemnify, defend, and hold harmless the Customer from and against all claims, demands, suits or proceedings brought against the Customer by a third party and all resulting liabilities, damages, losses, and expenses awarded by a court or included as part of a final settlement, arising out of Globus AI Product and/or Subscription Services direct infringement or misappropriation of such third party’s intellectual property rights (“Claims”).

8.3. The indemnifying Party’s obligations under these GTCs are conditioned on the indemnified Party (i) promptly notify the indemnifying Party in writing of the claim for which indemnification is sought,(ii) reasonably cooperating with the indemnifying Party in connection with the claim, and (iii) tendering sole control to the indemnifying Party over the defense and/or settlement of the claim. The indemnified Party shall have the right to provide for a separate defence with counsel of its own choosing at its own expense.

9. LIMITATION OF LIABILITY

9.1. Globus AI’s liability pursuant to these GTCs shall not exceed the amount paid by the Customer for the Product and/or Services under these GTCs in the 6 (six) months prior to the act that gave rise to the liability, excluding VAT.

9.2. Neither Party shall be liable to the other Party for any special, incidental, indirect, punitive, exemplary or consequential damages, whether foreseeable or unforeseeable, which may arise out of or in connection with these GTCs, regardless of whether either Party has been apprised of the possibility or likelihood of such damages occurring, or whether claims are based on remedies are sought in contract or tort or otherwise.

9.3. Neither Party shall be liable for any force-majeure events (including natural disasters, accidents, civil unrest, strikes, military operations, enactment of legislative acts, orders and decrees of government authorities, and any other circumstances beyond the Parties’ control) and any failure to perform or improper performance in connection with them.

10. NO WARRANTY & DISCLAIMER

10.1. The Service is provided on an “as is” and “as available” basis.

10.2.  Globus AI warrants that (i) the Product will operate in substantial conformity with the applicable Product Specification and (ii) Globus AI will not materially decrease the functionality or overall security of the Product during the applicable subscription term.

10.3. Considering the clause 10.2. hereof Globus AI disclaims to the extent authorized by law any and all other warranties, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose, of satisfactory quality, of accuracy. Globus AI does not warrant the Customer’s enjoyment of the Product or Services, that the functions contained in or performed or provided by Globus AI Product or Services will meet the Customer’s requirements.

Without limiting the expressly specified obligations if any, Globus AI does not warrant that that the operation of the Product will be uninterrupted or error-free (although Globus AI uses reasonable effort to respond to such requests in a timely manner and bug fixing can not be invoiced as support services), that defects in the Globus AI Product or Services will be corrected, that the Customer will be able to use the Product or Services with the third-party systems or that Globus AI will review the Customer’s data for accuracy. No oral or written information or advice that Globus AI gives shall create a warranty. Globus AI cannot guarantee that Globus AI’s security procedures will be error-free or that unauthorized third parties will never be able to defeat Globus AI’s security measures or those of Globus AI ‘s third party service providers. Globus AI will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside Globus AI’s reasonable control. The Customer may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.

No oral or written information or advice that Globus AI gives shall create a warranty.

10.4. Globus AI cannot and does not guarantee the Product performance if it is dependent on third parties’ products or services.

11. PUBLICITY

11.1. Globus AI may use the Customer’s name and logo on Globus AI’s website, in Globus AI’s marketing materials, and to identify the Customer as a client of Globus AI, provided that any such materials are pre-approved by the Customer. Such approval shall not be unreasonably withheld.

11.2. The Parties further agree to issue a joint statement regarding the Services on the Effective date, subject to the approval of such statement by the Parties.

11.3. If the Customer provides any feedback to Globus AI regarding the Services, Globus AI may use such feedback for marketing purposes, provided that the Customer is notified before such use takes place.

12. CONFIDENTIALITY

12.1. For the purposes of these GTCs,“Confidential Information” means any information, whether or not developed by either Party, including but not limited to pre-existing or new information which relates to all ideas, designs, methods, discoveries, improvements, products, software, trade secrets, product data and specifications, proprietary rights, business affairs, product developments, the customer information or employee information, techniques, models, inventions, data, databases, proprietary code, know-how, pricing terms, business forecast, sales and marketing plans and reports provided to either Party under these GTCs. If there are any doubts as to whether information is subject to confidentiality, it shall be treated as confidential until it is released in writing by the other Party.

12.2. During the term of the cooperation and indefinitely thereafter, each Party will keep and maintain the other Party’s Confidential Information in the strictest of confidence and will not otherwise make the other Party’s Confidential Information available in any form, to any third party (except for the affiliates of the Party or vendors necessary to perform these GTCs, provided those are bound by the similar confidentiality obligations), or use the other Party’s Confidential Information for any purpose other than performance of its obligations under these GTCs.

12.3. Each Party shall be responsible for ensuring that their respective officers, vendors, agents and employees do not disclose, use or distribute the other Party’s Confidential Information in violation of these GTCs and the DPA. Each Party will make commercially reasonable efforts to protect the other Party’s Confidential Information.

12.4. The receiving Party may disclose Confidential Information of the disclosing Party to satisfy applicable laws including, but not limited to, legal demands, requirements, or orders by a competent court of law or governmental body; provided, however, that in such circumstances, to the extent legally permissible, the disclosing  Party shall be advised prior to such disclosure prior to it so that the disclosing  Party has an opportunity to defend, limit, and/or protect against the production or disclosure.

13. APPLICABLE LAW AND DISPUTES CONCERNING THE AGREEMENT GENERAL PROVISIONS

13.1. These GTCs and the DPA shall be governed by and interpreted in accordance with the laws of Norway, without regard to any principles of conflict of laws.

13.2. All disputes arising out of or in connection with these GTCs or the DPA shall be finally settled under the laws of Norway. Both Parties’ consent to Stavanger District Court as the legal venue for any disputes not solved through negations. Either Party shall submit a claim to the other prior to filing a claim to the court.

14. SURVIVAL

14.1. Any provisions that by their nature should survive termination shall survive termination, including, but not limited to:  clauses 3.1.3., 3.2.3. (Subscription fees), 4.4, and 4.5 (Payment terms), article 6 (“Intellectual property rights”), article 8 (“Indemnification”), article 9 (“Limitation of Liability”), article 10 (“No Warranty and Disclaimer”), clause 11.3. (“Customer’s feedback’), article 12 (“Confidentiality”), article 13 (“Applicable law”), clause 14.1 (“Survival”), article 15 (“General provisions”).

15. GENERAL PROVISIONS

15.1. Nothing in these GTCs shall be deemed to create any joint venture, partnership, agency, or independent contractor or other similar relationship between Globus AI and the Customer.

15.2. Neither Party may assign it's rights and obligations without prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required for any assignment by either Party to an entity which succeeds to all or substantially all of such Party’s assets, stock, or business whether by merger, sale, or otherwise.  

15.3. If any provision of these GTCs and/or the DPA is held by a court of competent jurisdiction to be invalid or unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect.  In place of the invalid or unenforceable provision, or to fill a contractual lacuna, such valid and enforceable provision shall apply which reflects as closely as possible the commercial intention of the Parties as regards the invalid, unenforceable or missing provision.

15.4. Failure or delay in enforcing any right or provision of these GTCs or the DPA shall not be deemed a waiver of such right or provision with respect to any subsequent breach.

15.5. The Parties shall give all notices and effect legally significant communications between the Parties in writing by (i) personal delivery, (ii) a nationally-recognized courier service, (iii)first-class registered or certified mail, postage prepaid, to the Party’s registered office address, or to the address that either Party has notified to be that Party’s address for the purposes of this clause and exchange copies of such notices via e-mail of the representatives of the Parties, used during the set-up and cooperation.

15.6. Except with respect to the Customer’s payment obligations and notwithstanding any other provision of these GTCs, a Party shall be excused from any delay or failure in performance of these GTCs to the extent such delay or failure is caused by wildfire, flood, explosion, war, embargo, governmental requirement, civil or military authority, Act of God, or any other causes beyond is reasonable control. Any such delay or failure shall suspend the performance until the cause for the delay or failure is removed.

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