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Terms of Service

  1. 1. INTRODUCTION; ACCEPTANCE OF TERMS; AGREEMENT

    These terms of service (the “Terms”) apply to use of the service described below (the “Service”), provided by 21st Company AS, a limited liability company registered in Norway (organization number 920 713 378) (“21st”).

    By accepting the Terms or by taking the Service in use, the person or entity doing so (the “Subscriber”) enters into a binding agreement (the “Agreement”) with 21st regarding use of and access to the Service. When the Subscriber is an entity, the person entering into the Agreement on behalf of the Subscriber warrants to have the authority to legally bind the Subscriber to the Agreement and to use the Service on behalf of the Subscriber.

    The Agreement includes the Terms, 21st's data processing agreement (the “Data Processing Agreement”), 21st's privacy policy (the “Privacy Policy”) and any usage policy or procedure referenced in the Terms or in the Service, as applicable.

  2. 2. DESCRIPTION OF THE SERVICE

    The Service is a Software as a Service (SaaS) platform for management of entities, such as companies, containing the functionality offered by 21st to Subscribers via 21st’s website (on 21st.ai and any other domains registered with and operated by 21st). The Service is not bound to any specific version of the underlying software. Thus, functionality and features may be added, changed or removed by 21st.

  3. 3. SERVICE LEVEL; MAINTENANCE; SUPPORT

    21st does not warrant a specific level of availability of the Service. The Subscriber understands and acknowledges that the Service may be temporarily unavailable from time to time and that errors might occur. 21st will make reasonable efforts to keep any unavailability of the Service to a minimum, correct errors, inform in advance of planned maintenance and provide necessary technical support to the Subscriber within normal working hours.

  4. 4. ACCOUNT AND USER ADMINISTRATION

    The Subscriber will have an account in the Service. When the Subscriber is an entity, the account will be managed by users from its organization, who may be assigned different roles with different access rights, permissions and authorities within the account. The Subscriber is responsible for all use within its account and must ensure that such use adheres with the Terms.

    A user must be over the age of 18 and shall be assigned a unique username and password. User information must be always kept up to date and the security of account passwords and login details to the Service must be maintained at all times.

  5. 5. USE OF THE SERVICE

    The Subscriber is granted a limited, terminable, non-exclusive and non-transferable right to use the Service. The Service must be used in accordance with the Agreement and any applicable law, and not for any illegal or otherwise unauthorized purpose. The Subscriber shall not transfer viruses, malware or any other harmful code to the Service or use the Service in a manner which gives a risk for such transfer.

    21st has the right to immediately suspend the Subscriber’s, and/or any of its users’, access to the Service in case of violation of the Agreement or applicable law. 21st cannot be held liable for any loss due to such suspension from the Service.

  6. 6. CONTENT; SUBSCRIBER DATA

    The Service allows for files, data, information and other content in various forms to be uploaded to and stored in the Subscriber’s account in the Service (“Content”), and for the Subscriber to share its Content via the Service.

    The Subscriber retains all intellectual property rights to its Content. 21st is granted the limited rights to Content that is necessary for 21st to provide, improve and protect the Service in accordance with the Agreement.

    The Subscriber confirms to have all necessary permissions to use of the Content with respect to the Service and guarantees that Content reflects correct and accurate information and is not in any way misleading. All Content must comply with the Agreement and applicable law, and must not infringe anyone’s intellectual property rights or other third-party rights. Subscribers are solely liable for any Content vis-à-vis 21st, other Subscribers and third parties. 21st may reject and remove from the Service any Content it believes, in its sole discretion, to be in violation with the Agreement.

    The Subscriber understands and agrees that use of Content shared with the Subscriber by other Subscribers or third parties will be limited by any applicable restrictions of use set forth by the other Subscriber or third party, and shall be limited to use with respect to the Service, unless other use is intended or agreed. The Subscriber shall not access or make use of Content of other Subscribers that is disclosed unintentionally by mistake or error.

    21st reserves the right, and the Subscriber consents, to the sharing of some Content with the company Legal Plant AS, for the purpose of data input to AML and KYC solutions offered by Legal Plant AS to its customers, namely law firms. The Content in question is limited to registers and similar entity related information in the Subscriber’s account in the Service (e.g. shareholder registers), including updates done by Subscribers to such registers and information, which by nature is, or eventually will become, publicly available in official records and registers. The privacy implications of such sharing are addressed in section 7.

    21st may collect and utilize information and data relating to the Subscriber’s use of the Service, including information and data relating to or derived from Content, for development of new or enhanced functionality and services and for presentation in the Service (e.g. statistics about different companies and industries, suggestions about relevant templates and procedures, etc.), both during and after the term of the Agreement, as long as no Confidential Information, as defined in section 18, is disclosed unauthorized.

  7. 7. PRIVACY; PROCESSING OF PERSONAL DATA

    The Service will entail processing of personal data under the EU General Data Protection Regulation (“GDPR”) and applicable national legislation implementing GDPR. 21st’s processing of personal data as a controller is subject to the Privacy Policy, while 21st’s processing of personal data as a processor, on behalf of a Subscriber as controller, when the Subscriber is an entity, is subject to the Data Processing Agreement.

    As detailed in section 6, 21st reserves the right to the sharing of registers and similar entity related information with the company Legal Plant AS, to which the Subscriber consents. This includes sharing of personal data for which 21st is originally a processor subject to the Data Processing Agreement. When such sharing takes place, 21st is the controller of all personal data shared, including personal data for which 21st was originally a processor, and the Privacy Policy applies accordingly. The Subscriber is responsible for duly informing its shareholders and other relevant data subjects about such sharing.

  8. 8. INTELLECTUAL PROPERTY RIGHTS

    21st and its licensors retain all rights to any elements that are part of and make up the Service. The Subscriber does not receive any license or usage rights beyond a limited, non-exclusive, non-transferable and revocable right to use the Service in accordance with the Agreement.

    The layout and functionality of the Service, along with any content developed by 21st, are the property of 21st. The Subscriber shall not share or otherwise make this available to third parties unless it falls within the scope of the Agreement and purpose of using the Service (e.g. intended use of templates in the Service). The Subscriber shall not attempt to copy, modify or disclose the source code or functionality of the Service.

    21st is free to use, without any restriction or payment obligation, any ideas, submissions, feedback, feature requests, etc. from the Subscriber regarding the Service and its functionality. 21st and/or its licensors retain all intellectual property rights to elements, functionality, etc. developed on this basis.

  9. 9. SERVICE FEE; PAYMENT CONDITIONS

    Use of the Service may be subject to a service fee (a “Service Fee”), depending on the Subscriber’s chosen subscription plan. Service Fees may be introduced or changed upon 30 days’ notice to the Subscriber.

    Service Fees will be subject to payment conditions specified by 21st, which shall be part of the Agreement, as applicable. Cancelation of a subscription plan or termination of the Agreement in accordance with section 10 will not entitle the Subscriber to refund or relief from payment of any Service Fee paid or payable under Agreement. There will be no right to set-off any Service Fee against claims against 21st.

  10. 10. TERM; CANCELLATION; TERMINATION

    The Agreement runs from the date it is entered into and for as long as the Subscriber uses the Service.

    The Subscriber may sign up for different subscription plans in the Service. If the Subscriber has signed up for a paid subscription plan, it will automatically be renewed for a new term if it is not canceled by the Subscriber before the expiration of the current term.

    The Subscriber may terminate the Agreement upon notice to 21st. The termination will become effective as soon as the notice is processed, or, if the Subscriber has a paid subscription plan, when the term of the subscription plan expires. 21st may terminate the Agreement for convenience upon three months’ notice to the Subscriber, and with immediate effect if the Subscriber materially breaches its obligations under the Agreement.

    From the date the termination is effective, the Subscriber’s right to use the Service will cease, its access to the Service will be closed and 21st may delete the Subscriber’s account and Content, unless 21st is legally required or entitled to retain the data by applicable law or provisions in this Agreement.

    Any provisions of this Agreement which by their nature should last after termination, including ownership provisions, limitations of liability, indemnity and disclaimers, will last after termination.

  11. 11. DISCLAIMER

    The Service is offered and provided on an “as is” and “as available” basis. 21st will always make efforts to provide the Service with reasonable care. However, 21st makes no warranties or representation that the Service will be timely, uninterrupted or error-free, that it will meet the Subscriber’s expectations or use purposes or that it will be free from viruses or other harmful components. Furthermore, 21st makes no warranties regarding any services, information, documents, templates or other material purchased, obtained or used via the Service or stemming from 21st, for which the Subscriber must always do its own assessment of the quality and applicability. 21st is merely a provider of the Service as a technical platform and does not offer any legal, tax, financial or other advice, and bears no responsibility for the Subscriber’s use of the Service or inability to use the Service.

  12. 12. LIABILITY

    21st is not liable for indirect or consequential losses, e.g. lost profit, losses caused by delayed start or disruption of production, deprivation or losses caused by lost data, third-party claims or governmental fines. The Subscriber is entitled to claim damages for direct documented loss that the Subscriber suffers because of 21st’s breach of the Agreement. 21st’s total aggregate liability for such damages is limited upwards to an amount equal to the accumulated Service Fee paid by the Subscriber during the six months prior to the event causing liability.

  13. 13. INDEMNIFICATION

    The Subscriber agrees to indemnify and hold harmless 21st from and against any losses caused by the Subscriber’s breach of the Agreement, e.g. losses relating to the Subscriber’s use of the Service or inability to use the Service, any Content, violation of any third-party rights and any violation of applicable law.

  14. 14. FORCE MAJEURE

    If either party’s fulfillment of the Agreement is prevented, or to a major degree made difficult, by relevant circumstances that are beyond the party’s control and that are considered force majeure under Norwegian law, the party’s obligations shall be suspended for as long as the circumstances last.

  15. 15. TRANSFER OF RIGHTS

    21st is entitled to transfer its rights and obligations under the Agreement, e.g. as part of a merger or acquisition process or because of other organizational changes. The Subscriber’s transfer, assignment or sublicensing of its rights and obligations under the Agreement requires 21st’s written consent before the transfer may take place.

  16. 16. CHANGES

    21st may change the Terms at any time. The Subscriber's continued use of the Service will constitute acceptance of any changes. The current version of the Terms will always be available at 21st's website. 21st shall give notice of any significant changes that are to the detriment of the Subscriber at least 30 days before the changes enter into effect.

  17. 17. SUBCONTRACTORS

    21st may use subcontractors for the performance of the Service. If a subcontractor functions as a subprocessor of personal data, the use of the subprocessor is subject to the Data Processing Agreement

  18. 18. CONFIDENTIALITY

    21st and the Subscriber agree to keep all information related to the business and activities of the other party that is shared and processed in connection with the Agreement confidential (“Confidential Information”), and to not disclose it to any third party unless otherwise agreed. The fact that a party is a Subscriber and is using the Service shall not be considered Confidential Information.

    The rights and obligations set forth in this section 18 shall not prevent or restrict 21st from providing the Service or exercising its rights under the Agreement. Furthermore, 21st shall not be prevented from sharing Confidential Information with its employees or affiliates, or with its subcontractors and advisors to the extent necessary for their assistance to 21st, given that such parties are made subject to confidentiality obligations at least as strict as set forth herein.

    This section 18 does not apply to any information which becomes generally available to the public other than by an act or omission of the disclosing party, information that comes into the possession of the receiving party from a person lawfully in possession of the information or information that is required to be disclosed by applicable law or by a court, government or administrative authority competent to require disclosure.

  19. 19. GOVERNING LAW; DISPUTE RESOLUTION; LEGAL VENUE

    The Agreement is governed by Norwegian law. Choice of law provisions shall under no circumstance result in the choice of the laws of any other country as governing law.

    The Service is intended for professional use. However, if mandatory consumer protection law at any point applies to a Subscriber’s use of the Service, the Terms will not limit the Subscriber’s rights under such law or other mandatory law that may apply.

    21st and the Subscriber shall try to resolve any disputes arising out of or in connection with the Agreement amicably through negotiations. If no settlement is reached, disputes shall be resolved by legal proceedings before the ordinary courts of law in Norway, with Oslo District Court as the agreed legal venue, unless the parties agree to resolve the dispute by arbitration.