Defend Iceland General Terms and Conditions
1. General
1.1
These General Terms and Conditions (the “T&Cs”) apply to all services provided by Defend Iceland ehf. reg. no. 520623-1910, Kalkofnsvegi 2, 101 Reykjavík (hereinafter “Defend Iceland” or the “Company”) to its customers.
These T&Cs apply to all agreements between Defend Iceland and its customers concerning the purchase of services, including offers, work requests and job descriptions, unless otherwise agreed in writing.
In addition to these T&Cs (with subsequent amendments), special terms and conditions may apply to the relationship between Defend Iceland and its customers, based on the parties` agreements. If special terms and conditions deviate from the T&Cs, the former shall prevail over the latter.
2. Payment and terms of payment
2.1 Billing and invoices
Prices for services are listed in the Company`s price list, and special prices or other specified prices are stated in agreements. All prices are quoted without VAT, unless otherwise stated.
The due date of invoices is 14 days after their issuance and the date of maturity is 6 days after the due date. Comments concerning invoices must be made without delay and no later than their date of maturity. Otherwise, invoices are considered to be accepted by the customer.
If an invoice or other contractual obligations fall due on the date of maturity, the customer must pay penalty interests in accordance with Act no. 38/2001 on interest rates and indexation.
2.2 Outlay
The customer shall pay for all costs incurred by Defend Iceland on behalf of the customer. If there are major expenses or costs, Defend Iceland will seek the customer`s consent for such expenses beforehand.
2.3 Changes to price lists
Defend Iceland`s price lists are updated every 12 months in accordance with the consumer price index cf. Act no. 12/1995.
Defend Iceland furthermore reserves the right to change the Company`s price lists as needed.
3. Customers` obligations and responsibilities
The customer guarantees that it has the authority to entrust Defend Iceland with providing the agreed service and that the rights of third parties are fully respected in relation to that service, whether it is copyright, property rights or any other rights.
The customer shall enable Defend Iceland to provide the agreed services, including by providing access to necessary systems and, as the case may be, a place of business, or as is necessary at any given time in Defend Iceland`s opinion.
Customers are responsible for the instructions and orders they give to Defend Iceland, as well as for the validity of the information provided to the Company.
4. Defend Iceland`s obligations and responsibilities
Defend Iceland is responsible for the agreed service being adequate and in accordance with the parties` agreement.
If a customer believes that Defend Iceland`s service has a defect, it must notify Defend Iceland as soon as it becomes aware of the defect, without undue delay.
5. Indemnity from third party claims
The customer shall hold Defend Iceland fully harmless from any third-party claims on the basis that the agreed service has violated the rights of the relevant third party or others.
6. Limitations of liability
Defend Iceland is not liable for damages that cannot be attributed to the intent or gross negligence of the Company or its employees.
Defend Iceland`s liability for damages shall be limited to customers` direct loss and therefore does not cover the customers` or third parties` indirect or consequential loss, including operational losses, loss of profits or goodwill or the customers` breach of an agreement with a third party.
Defend Iceland is not liable for damage caused by the customer or a third party that does not act on behalf of Defend Iceland.
Defend Iceland`s liability for possible damages is limited to the amount that has been paid by the customer to Defend Iceland in the last 6 months prior to the incurrence of the liability claim. Defend Iceland`s total liability for damages can under no circumstances exceed ISK 15,000,000.
The customer agrees to ensure that no claim or accusation is made against any Defend Iceland`s employee, who imposes or seeks to impose responsibility in relation to the service provided. If any such claim or accusation is nevertheless made, the customer guarantees to hold Defend Iceland and the relevant employee harmless from all consequences in relation to such a claim. In all events, every employee of Defend Iceland shall benefit from all exemptions, limitations of liability, provisions, conditions and rights in these T&Cs that are for the benefit of Defend Iceland as if such provision were expressly made for the employee`s benefit.
The provisions of this article shall survive the termination of the agreement.
7. Force Majeure
In the event that Defend Iceland cannot fulfill its obligations towards a customer due to a force majeure event, Defend Iceland shall be released from all its obligations during the period in which the force majeure events persist, and the customer has no right to apply default remedies towards Defend Iceland, including claims of refund, discount, damages, cancellation, and/or termination.
A force majeure event means an event or circumstances not within Defend Iceland`s control, provided that Defend Iceland could not overcome such an event by applying reasonable remedies. Without limiting the generality of the foregoing, such events and circumstances shall, e.g., include war, rebellion, sabotage, riots, epidemics, natural disasters, actions of administrative authorities in the field of foreign exchange or commercial matters, trade embargos, port embargoes, general transportation barriers, prohibition of import/export, energy shortage, and similar uncontrollable events in relations with subcontractors.
If a force majeure event lasts for a continuous 30 days or a longer period, Defend Iceland may terminate or cancel an agreement with the customer without notice and without being held liable.
8. Intellectual property rights and licenses
8.1. Defend Iceland`s products
All Defend Iceland advice and any product arising from the agreed service is intended only for the customers in question. Other parties are not permitted to rely on the advice, or to use the product in any way, without the written consent of the Company.
8.2. Software license
The software license that Defend Iceland grants to the customer covers the use of the relevant software while the agreement between the parties is in effect and the customer pays the agreed fees.
In cases where Defend Iceland acts as a reseller, the person/entity who grants Defend Iceland the right to resell a license is the owner of copyrights and any other intellectual property and identity rights, whether trademark rights, design rights, patent rights or other rights, related to the software, in accordance with the owner`s terms that apply to the software. A software license does not entail the transfer of such rights other than what is expressly stated in the agreement between the parties.
The customer undertakes to use the software in accordance with the parties` agreement and the legally protected rights of Defend Iceland and/or third parties.
The customer agrees to comply with Defend Iceland`s instructions, and as the case may be of third parties, regarding the use of licensed software, and the customer shall ensure that the customer`s hardware and the necessary connections to the software meet Defend Iceland`s requirements, as applicable.
8.3. Customer/third parties` equipment, systems and materials
In relation to Defend Iceland`s service to a customer, Defend Iceland may gain access to any kind of equipment (hardware and software) and customer`s systems. All rights to such equipment and systems belong to the customer, or third parties, as the case may be.
The customer guarantees that all necessary licenses for such access by Defend Iceland are in place. The customer shall hold Defend Iceland harmless from any kind of third-party claims based on the fact that such access infringes that person`s/entity`s rights.
9. Confidentiality obligations
The parties must treat as confidential information they may obtain in the execution of the parties` agreement, incl. on the agreement`s subject, the customer`s software system, related software, customers, business connections, operations, activities, financial matters and trade practices of the opposite party.
Employees, contractors and others who carry out assignments on behalf of Defend Iceland are bound by a contractual confidentiality obligation. That confidentiality obligations shall survive the termination of the contract in question.
This provision shall survive the termination of the parties` agreement.
10. Data protection
Defend Iceland acts as a data controller within the meaning of Act No. 90/2018 on Data Protection and the Processing of Personal Data regarding the processing of personal data of contacts who act on behalf of companies and other customers of Defend Iceland.
The Company ́s services do not entail any processing (access, transfer, or storage) by Defend Iceland of personal data in customer ́s possession. To the extent any incidental processing of such data takes place due to performing the services, the customer acts as the controller for such processing within the meaning of the Data Protection Act and Defend Iceland acts as the processor. Under such circumstances, Defend Iceland Terms on the Processing of Personal Data apply. The terms are available on the Company`s website.
11. Defaults and default remedies
Any infringement of these T&Cs by the parties, including any delay in payment, is considered to be a default by the party in question. Defend Iceland reserves the right to stop providing and, depending on the circumstances, terminate the service in the event of the customer`s default.
In accordance with general rules, both contracting parties may terminate the agreement without notice in the event of material default/infringement of the other party.
Furthermore, Defend Iceland may exercise all default remedies, incl. termination, if:
- the customer does not pay invoices from Defend Iceland within 30 days from the date of maturity,
- the customer does not fulfill its contractual obligations towards Defend Iceland within 30 days from the date of a written notice from Defend Iceland challenging the customer to fulfill its obligations, or
- the customer enters into bankruptcy proceedings, is granted an authorisation to enter into financial reorganization or to seek a composition of creditors.
If Defend Iceland terminates an agreement, the customer must pay accrued fees and all Defend Iceland`s costs in accordance with the agreement. The customer shall indemnify Defend Iceland for any expenses and loss of income which Defend Iceland may incur due to the customer`s infringement of the agreement.
Parties must be notified if either one intends to terminate the contract, both parties have 30 working days to remedy the given cause for termination.
Notification of termination and its cause must be in writing and sent in a verifiable manner.
12. Assignment of rights and subcontractors
Defend Iceland may use contractors to carry out projects on behalf of the customer, in part or in whole, to the extent permitted by law and the conditions in Defend Iceland`s Terms on the Processing of Personal Data. Defend Iceland shall ensure that the customer is informed about such outsourcing.
Customers may not assign their rights and obligations without Defend Iceland`s consent.
13. Termination of an agreement
Provided that a notice period is not stipulated in an agreement between the parties the notice period shall be three months. The termination shall take effect at the end of the month in which it is received, and then the termination period begins. Notification of termination must be in writing and delivered by a verifiable manner.
14. Rights and obligations upon termination
Upon termination of an agreement, for whatever reason, the customer shall pay Defend Iceland outstanding debts, as applicable. Parties shall return to each other, within 10 days, any properties, materials, data, or confidential information which has been provided and is owned by the opposite party, or the opposite party is entitled to.
Any work that Defend Iceland carries out upon termination is charged in accordance with the Company`s price list, unless otherwise agreed.
15. Governing law and jurisdiction
The contractual relationship between Defend Iceland and its customers is governed by Icelandic law.
In the event of a dispute, the matter shall be resolved by the District Court of Reykjavík.
If any provisions of these T&Cs or an agreement conflict with applicable laws and regulations or if such provisions are deemed invalid by a court having jurisdiction over the parties, such provisions shall be reworded in such a way as to minimize the distortion of the original purpose of the parties within the framework of the respective laws and court rulings, and the provisions of the T&Cs and/or agreement shall otherwise remain in full force.
16. Amendments to the T&Cs
Defend Iceland reserves the right to amend these T&Cs and the amendments will be announced with at least 30 days` notice on the Company`s website and via an email from suppliers designated point of contact to customers point of contact