Terms and conditions

Preamble

The following are the General Terms and Conditions for Treble Technologies ehf. provision of Services to Customer (“Treble”). They shall apply to all SaaS Agreements entered into between Treble and its customers.  

These Terms and Conditions form an integral part of the SaaS Agreement entered into between Treble. Deviations from these Terms and Conditions shall only be considered approved upon Treble´s written approval.

Treble reserves the right to amend these Terms and Conditions. Amendments will be announced by e-mail to all Customers with [30] days’ notice.

1.       Definitions

1.1     Except to the extent expressly provided otherwise, in these Terms and Conditions:

“Authorised Users” means those employees of the Customer who are authorised by the Customer to use the Services and the Documentation, by being assigned a seat, as further described in Article 3 of these Terms and Conditions and in a Sales Offer provided by Treble and accepted by the Customer.

"Business Day" means any weekday other than a public holiday in Iceland;

"Business Hours" means the hours of 09:00 to 17:00 UTC on a Business Day;

"Fees" means the following amounts:

(a)    The amounts specified in a Sales Offer and any possible addendums to  Sales Offer

(b)      Such amounts as may be agreed in writing by the parties from time to time;

“Concurrent Licence” or “Licence” means a licence granted by Treble for the use of the Services, based on the maximum number of Seats, specified in the Sales Offer, accepted and signed by the Customer and where the licence can be used concurrently by any of the Authorised Users up to the amount of Seats purchased, however, with such limitation that a particular Seat must be held by the same Authorised User for one week as a minimum amount of time.

"Customer Confidential Information" means:

(a)      any information disclosed by or on behalf of the Customer to Treble at any time before the termination of the Agreement (whether disclosed in writing, e-mail, orally or otherwise) that at the time of disclosure:

(i)       was marked as "confidential"; or

(ii)      should have been reasonably understood by Treble to be confidential;

(b)      the Customer Data, except to the extent it needs to be disclosed to other parties to enable the Services; and

(c)      any other information as agreed on in writing from time to time between the parties to be kept confidential;

"Customer Data" means all data, works and materials supplied, uploaded to or stored on the Platform by the Customer and proceeded or generated in whatever form by the Platform or otherwise by Treble.

"Documentation" means the documentation for the Services produced by Treble and delivered or made available by Treble to the Customer;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the Internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, epidemics, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, and rights in designs);

"Maintenance Services" means the general maintenance of the Platform and Services, and the application of Updates and Upgrades;

“Permitted Purpose” means the Customer's internal business operations of a nature which are eligible for benefiting from the use of the Platform;

"Personal Data" has the meaning given to it in The Icelandic Act No. 90/2018 on Data Protection and the Processing of Personal Data and EU’s General Data Protection Regulation No. 2016/679;

"Platform" means the software platform managed by Treble and used by Treble to provide the Services as provided at the signing of a Sales Offer or as the Services will be provided in an enhanced or amended form to Treble´s clients in the future;

"SaaS Agreement" means an agreement entered into between Treble and the Customer by Customer´s signature on the Sales Offer. The Saas Agreement includes the Sales Offer, these Terms and Conditions, including any Schedules and exhibits hereto and any amendments to these Terms and Conditions from time to time;

“Sales Offer” means a sales offer for provision of Services, provided by Treble and accepted and signed by the Customer.

“Seat” means the number of possible active users to the Services at any point in time;

"Services" means any services that Treble has an obligation to provide to the Customer, under these Terms and Conditions;

“Services Specification” means the Services as specified in Schedule 1 to these Terms and Conditions.

"Subscription Term" means the term of the SaaS Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Article 2.2. 16.1 or 16.2 of these Terms and Conditions.

"Support Services" means support subject to Schedule 2 to these Terms and Conditions, in relation to the use of, and the identification and resolution of errors in, the Services, but shall not include the provision of training services.

2.       Subscription Term

2.1     A SaaS Agreement becomes effective when a Sales Offer has been signed by the Customer, be it manually or via an electronic signature and shall, unless otherwise terminated in accordance with Section 16 of these Terms and Conditions, continue in force for an indefinite term. See Section 17 for effects of termination of the SaaS Agreement.

2.2     Either of the parties may terminate the SaaS Agreement by written notice.  Such notice shall be sent in accordance with Section 18 and shall be effective on the 1st of a calendar month. A notice sent by Customer during a period of the 1st – 14th of a month shall take effect on the 1st day of the next calendar month. A notice sent by Customer during a period of the 15th – 31st of a month shall be effective on the 1st of the second calendar month.  A notice sent by Treble shall be effective on the 1st day of the second calendar month.             

3.       Services

3.1    Subject to Treble´s Sales Offer, which shall be an integral part of the SaaS Agreement, Treble grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term for the Permitted Purpose solely for the Customer's internal business operation.

3.2     The Customer may, from time to time during any Subscription Term, purchase an additional number of Concurrent Licences in addition to the number already acquired as well as an increased number of simulation hours. Any increasement in Licences acquired during the term of the Agreement shall, unless otherwise decided upon between the parties expire at the end of the Billing Period which was current at the time of the purchase.

3.3     Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by Treble to the Customer under Article 3.1 is subject to the following prohibitions:

(a)      the Customer must not sub-license its right to access and use the Services;

(b)      the Customer must not permit any unauthorised person to access or use the Services;

(d)      the Customer must not republish or redistribute any content or material which is embedded in the Services; and

(e)      the Customer must not make any alteration to the Platform.

3.4     Treble shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

          (a)     planned maintenance carried out during the maintenance window of 5 pm to 9 am UPC time provided that Treble has used reasonable endeavours to give the Customer at least 6 – six - Normal Business Hours' notice in advance; and

          (b)     unscheduled maintenance performed outside Normal Business Hours, and

        (c)    unavailability attributable to (i) causes beyond Treble´s reasonable control, including any Force Majeure Event or the performance of any third party communications or internet service provider; inclusive of a party providing computational resources (ii) the Customer's failure to perform any obligation under the Agreement that affects the performance of the Services; (iii) any actions or omissions of the Customer, or any third party acting on his behalf, or to the Customer's or any third party's equipment, software or other technology that affects the performance of the Services; and/or (iv) suspension and termination of the Customer's right to use the Services in accordance with these Terms and Conditions

3.5.    The undertaking in Article 3.4 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Treble´s instructions, or modification or alteration of the Services by any party other than Treble or the Treble's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Treble will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in Article 3.4.

3.6  Treble does not warrant that:

(a)      the Customer's use of the Services will be uninterrupted or error-free;

(b)      that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;

(c)      the Services will be free from vulnerabilities or viruses;

(d)      the Platform, Documentation or Services will comply with any Heightened Cybersecurity Requirements.

3.7     Treble is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.8     Treble may suspend the provision of the Services if any amount due to be paid by the Customer to Treble in relation to the SaaS Agreement is overdue, and Treble has given to the Customer at least 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Services on this basis.

4.       Customer´s obligations

4.1     Each Authorised User shall keep their password confidential.

4.2     The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Services using an Account.

4.3     The Customer shall:

(a)      provide the Supplier with all necessary co-operation in relation to the Agreement and all necessary access to such information as may be required by the Supplier;

(b)      without affecting its other obligations under these Terms and Conditions, comply with all applicable laws and regulations with respect to its activities under the SaaS Agreement;

(c)      carry out all other Customer responsibilities set out in these Terms and Conditions in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d)      ensure that the Authorised Users use the Services and the Documentation in accordance with these Terms and Conditions and shall be responsible for any Authorised User's breach of the Terms and Conditions;

(e)      obtain and shall maintain all necessary licences, consents, and permissions necessary for Treble, its contractors and agents to perform their obligations under these Terms and Conditions, including without limitation the Services;

(f)      ensure that its network and systems comply with the relevant specifications provided by Treble from time to time; and

(g)      be, to the extent permitted by law and except as otherwise expressly provided in these Terms and Conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems Treble's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

4.4     With the limitations provided in Section 6 of these Terms and Conditions the Customer shall own all right, title and interest in and to all Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

4.5.    The Customer must not use the Services in any way that causes, or may cause, damage to the Services or Platform or impairment of the availability or accessibility of the Services.

4.6     The Customer must not use the Services:

(a)      in any way that is unlawful, illegal, fraudulent or harmful; or

(b)      in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4.7     For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

5.       Support Services

5.1    Subject to Schedule 2, Treble shall provide the Support Services to the Customer during the Term.

5.2    Treble shall make available to the Customer a helpdesk during Business Hours in accordance with Treble´s standard customer support services policy described in Schedule 2.

5.3     Treble shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a leading service provider in Treble's industry.

5.4    Treble shall respond in accordance with Schedule 2 to all requests for Support Services made by the Customer through the helpdesk.

5.4.    The Customer shall commit appropriate resources to the provision of Support Services;

5.5     If any amount due to be paid by the Customer to Treble under the SaaS Agreement is overdue Treble may suspend the provision of the Support Services, provided that Treble has given to the Customer at least 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6.       Customer Data

6.1     The Customer hereby grants to Treble a non-exclusive, perpetual licence to:

(a)       copy, reproduce, store, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of Treble's obligations and the exercise of Treble's rights under these Terms and Conditions, and

(b)       to the extent Treble in its discretion may find suitable to develop and maintain the Platform, copy, reproduce, store, adapt, edit and translate the Customer Data, provided that any Customer Data is at any time fully anonymized.

          Such licences include the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent required for the performance of Treble's obligations and the exercise of Treble's rights under these Terms and Conditions.  

6.2     The Customer warrants to Treble that the use of the Customer Data by Treble in accordance with these Terms and Conditions will not:

(a)      breach the provisions of any law, statute or regulation;

(b)      infringe the Intellectual Property Rights or other legal rights of any person; or

(c)      give rise to any cause of action against Treble, in each case, in any jurisdiction and under any applicable law.

6.3     Treble shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable Treble to restore the Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 10 days.

6.4     Following any event that erases or corrupts Customer Data, Provider shall use all reasonable endeavors to restore to the Platform the Customer Data stored in the most recent back-up copy created and stored by Treble in accordance with Clause 6.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

7.       Intellectual Property Rights

7.1     All Intellectual Property Rights embedded in the Platform and the Services and their content, features and functionality, such as copyrights, patents, trademarks, knowhow and trade secrets, are and will remain the exclusive intellectual property of Treble and its licensors. For the avoidance of doubt, Customer output such as reports, documentation, deliverables and other material generated on basis of Customer Data in accordance with these Terms and Conditions and derived from use of the Platform and the Services by the Customer shall be the exclusive intellectual property of Customer.

7.2.    Treble´s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Treble.  

7.3     Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from Treble to the Customer.

8.       Fees

8.1    The Customer shall pay the Fees to Treble in accordance with the Sales Offer. Fees shall be paid monthly in advance on the first workday of every month. Any fees accruing at the signing of the Sales Offer for the then current month will be invoiced at the date of the signing. Any enhancements to the Licences shall be invoiced together with the Fees that accrue for the next month after the purchase.

8.2     Treble shall obtain the Customer's written consent before performing Services that result in any estimate of time-based Fees given to the Customer being exceeded or any budget for time-based Fees agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to Treble any Fees in respect of Services performed in breach of this Clause 8.2.

8.3     All amounts stated in or in relation to the SaaS Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to Treble.

8.4     Treble may elect to vary any element of the Fees by giving to the Customer not less than 90 days written notice of the variation.

9.       Payments

9.1     Treble shall issue invoices to the Customer monthly for the Fees.

9.2     The Customer must pay the Fees to Treble within the period of 30 days following the receipt of an invoice issued in accordance with Article 9.1.

9.3     If the Customer does not pay any amount properly due to Treble under the SaaS Agreement, Treble may charge the Customer a penalty interest equal to the penalty rates published each month by the Central Bank of Iceland („dráttarvextir“) in accordance with Art. 6 of the Act No. 38/2001 on Interest and Price Indexation. Interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month.

10.     Provider's confidentiality obligations

10.1   Treble must:

(a)      keep the Customer Confidential Information strictly confidential;

(b)      not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;

(c)      use the same degree of care to protect the confidentiality of the Customer Confidential Information as Treble uses to protect Treble's own confidential information of a similar nature, being at least a reasonable degree of care;

(d)      at all times act in good faith in relation to the Customer Confidential Information; and

(e)      not use any of the Customer Confidential Information for any purpose other than the Permitted Purpose.

10.2   Notwithstanding Clause 10.1, Treble may disclose the Customer Confidential Information to Treble's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

10.3   This Clause 10 imposes no obligations upon Treble with respect to Customer Confidential Information that:

(a)      is known to Treble before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b)      is or becomes publicly known through no act or default of Treble; or

(c)      is obtained by Treble from a third party in circumstances where Treble has no reason to believe that there has been a breach of an obligation of confidentiality.

10.4   The restrictions in this Clause 10 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of Treble on any recognized stock exchange.

10.5   The provisions of this Clause 10 shall continue in force indefinitely following the termination of the SaaS Agreement.

11.     Data protection

11.1   The Customer warrants to Treble that it has the legal right to disclose all Personal Data that it does in fact disclose to Treble under or in connection with the SaaS Agreement, and that the processing of that Personal Data by Treble for the Permitted Purpose in accordance with these Terms and Conditions will not breach any applicable data protection or data privacy laws.

11.2   To the extent that Treble processes Personal Data disclosed by the Customer, Treble warrants that:

(a)      it will act only on instructions from the Customer in relation to the processing of that Personal Data;

(b)      it has in place appropriate security measures (both technical and organizational) against unlawful or unauthorized processing of that Personal Data and against loss or corruption of that Personal Data.

11.3   Treble warrants that it is compliant with all applicable EU data protection regulations and that Customer may request a Data Protection Addendum to go with the Agreement.

12.     Warranties

12.1   Treble warrants to the Customer that:

(a)      Treble has the legal right and authority to enter into the SaaS  Agreement with Customer and to perform its obligations under these Terms and Conditions;

(b)      Treble will comply with all applicable legal and regulatory requirements applying to the exercise of Treble's rights and the fulfilment of Treble's obligations under these Terms and Conditions; and

(c)      Treble has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

12.2   Treble warrants to the Customer that:

(a)      the Platform and Services will conform in all material respects with the Services Specification;

(b)      the Platform will incorporate security features reflecting the requirements of good industry practice.

12.3   Treble warrants to the Customer that the Services, when used by the Customer in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under Icelandic law.

12.4   The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with these Terms and Conditions infringes any [United Kingdom] patent effective as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a)     the Supplier is given prompt notice of any such claim;

(b)     the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and

(c)     the Supplier is given sole authority to defend or settle the claim.

12.5   In the defence or settlement of any claim Treble may at its own cost and expense:

(a)      modify the Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or

(b)      procure for the Customer the right to use the Services in accordance with the SaaS Agreement, or

(c)      if none of the options under a) – b) can be materialised, to terminate the licence to use the Services with respect to the allegedly infringing part of the Services and to refund to the Customer the amount paid to Treble hereunder in respect of such Services, prorated over two years´ period.  

12.6   The Customer warrants to Treble that it has the legal right and authority to enter into the SaaS Agreement and to perform its obligations under these Terms and Conditions.

12.7   All of the parties' warranties and representations in respect of the subject matter of are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of these Terms and Conditions will be implied into these Terms and Conditions or any related document.

13.     Acknowledgements and warranty limitations

13.1   The Customer acknowledges that complex software and platforms are never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, Treble gives no warranty or representation that the Services will be wholly free from defects, errors and bugs.

13.2   The Customer acknowledges that the Services are designed to be compatible only with that software and those systems specified as compatible in the Services Specification; and Treble does not warrant or represent that the Services will be compatible with any other software or systems.

13.3   The Customer acknowledges that Treble will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, Treble does not warrant or represent that the Services or the use of the Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

14.       Limitations and exclusions of liability

14.1   Nothing in these Terms and Conditions will:

(a)      limit or exclude any liability for death or personal injury resulting from negligence;

(b)      limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)      limit any liabilities in any way that is not permitted under applicable law; or

(d)      exclude any liabilities that may not be excluded under applicable law.

14.2   The limitations and exclusions of liability set out in this Clause 14 and elsewhere in these Terms and Conditions:

(a)      are subject to Clause 14.1; and

(b)      govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

14.3   Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event .

14.4   Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings, loss of revenue or income, loss of use or production or loss of business.

14.5   Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software unless such loss can be recovered in accordance with the terms and conditions of any provider which from time to time provides services to Treble (currently Amazon Web Services and CoreWeave) or can be claimed out of any insurance held by Treble. In such case Treble´s liability shall be limited to providing data which has been recovered or payment of sums already received.

14.6   Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

14.10 The aggregate liability of Treble under these Terms and Conditions in respect of any event or series of related events shall not exceed the total amount paid and payable by the Customer to Treble under the SaaS Agreement in the 12 months period preceding the commencement of the event or events.

15.     Force Majeure Event

15.1   If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under these Terms and Conditions, that obligation will be suspended for the duration of the Force Majeure Event.

15.2   A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under these Terms and Conditions, must:

(a)      promptly notify the other; and

(b)      inform the other of the period for which it is estimated that such failure or delay will continue.

15.3   A party whose performance of its obligations under these Terms and Conditions is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

15.4.  If Force Majeure has been invoked by a Party for a consecutive period of more than 30 days, the other Party may in its discretion terminate the SaaS Agreement.

16.     Termination

16.1   Should either of the Parties commit a material breach of these Terms or Conditions the other Party shall send a written notice to the breaching Party, specifying the details of the alleged breach and allowing 10 days for rectification of the breach. Should the breach not be rectified in due time the Party may terminate the SaaS Agreement with immediate effect.

16.2   Either party may terminate the SaaS Agreement immediately by giving written notice of termination to the other party if:

(a)      the other party:

(i)       is dissolved;

(ii)      ceases to conduct all (or substantially all) of its business;

(iii)     is or becomes unable to pay its debts as they fall due;

(iv)     is or becomes insolvent or is declared insolvent; or

(v)      convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b)      an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c)      an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under these Terms and Conditions);

(d)      is declared bankrupt; or

(d)      if that other party is an individual:

(i)       that other party dies;

(ii)      as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii)     that other party is the subject of a bankruptcy petition or order.

17.     Effects of termination

17.1   Upon the termination of the SaaS Agreement, which shall be in accordance with Article 2.2. of these Terms and Conditions, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6.1, 6.2, 7, 10, 12, 17 and 20.

17.2   The termination of the SaaS Agreement shall not affect the accrued rights of either party.

17.3   Within 30 days following the termination of the Agreement for any reason:

(a)      the Customer must pay to Treble any Fees in respect of Services provided to the Customer before the termination of the SaaS Agreement; and

(b)      Treble must refund to the Customer any Fees paid by the Customer to Treble in respect of Services that were to be provided to the Customer after the termination of the SaaS Agreement,

          without prejudice to the parties' other legal rights.

17.4   At the termination of the SaaS Agreement Treble may delete the Customer Data. However, the Customer will be able to retrieve the data within the notice period.  Customer can re-upload the data at any time when and if the Customer chooses to recommence subscription with Treble.  

18.     Notices

18.1   Any notice from one party to the other party under the SaaS Agreement must be given by one of the following methods (using the relevant contact details set out in Clause 18.2:

(a)      delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(b)      sent by recorded signed-for post, in which case the notice shall be deemed to be received three Business Days following posting,

(c)      sent by e-mail, in which case the notice shall be deemed to be received upon receipt of a return e-mail from the other party, acknowledging receipt,

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

18.2   Treble's contact details for notices under this Clause 18 are as follows:

          (a)          Mailing address:

                  Treble Technologies ehf.

                  Kalkofnsvegur 2

                  101 Reykjavík

                  Iceland

          (b)          E-mail address: gp@treble.tech

18.3   The Customer´s contact details for notices under this Clause 18 are specified the Sales Offer.

19.     General

19.1   No breach of any provision of these Terms and Conditions shall be waived except with the express written consent of the party not in breach.

19.2   If any provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of these Terms and Conditions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

19.3   Any amendments of these Terms and Conditions shall be undertaken by a written document signed by or on behalf of each of the parties.

19.4   The Customer may not without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and Conditions.

19.5   These Terms and Conditions are made for the benefit of Treble and their Customers and are not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, amendment or settlement under or relating to these Terms and Conditions are not subject to the consent of any third party.

19.6   Subject to Clause 15.1, these Terms and Conditions, together with their Schedules and together with the Sales Offer shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions , and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

19.7   These Terms and Conditions shall be governed by and construed in accordance with Icelandic law.

19.8   The courts of Iceland shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with these Terms and Conditions or the SaaS Agreement..

20.     Interpretation

20.1   In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a)      that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)      any subordinate legislation made under that statute or statutory provision.

20.2   The Clause headings do not affect the interpretation of these Terms and Conditions.

20.3   In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.