General Terms & Conditions
1 APPLICABILITY OF THE TERMS
1.1 Sensa offers its clients solutions and services in the field of communication and IT where operational security, efficiency, diverse range of services and quality of Sensa’s services are the guiding principles.
1.2 These terms and conditions (“Terms”) apply to all products and services that Sensa provides to its clients, unless otherwise agreed. Sensa’s service standards can be found on the company’s website.
1.3 On the basis of individual service agreements, Sensa may undertake specific tasks or services for its clients. A description of the work or service in question, its scope and extent can then be found in the relevant service agreements. In such cases, these terms and conditions are considered part of the service agreement/s between Sensa and the client in question.
1.4 If these terms and conditions conflict with individual service agreements, cf. Article 1.3, individual service agreements shall prevail, unless otherwise specified. If individual service agreements are in conflict with each other, the one that the parties signed most recently shall take precedence.
2 DEFINITIONS
2.1 „Force Majeure“: Shall apply to force majeure events, such as natural disasters, earthquakes, labor disputes (excluding disputes at the parties’ workplace), decisions of the authorities, riots, wars, fires, epidemics, telecommunications difficulties (including outages, interruptions of communications or other disturbances) that can be traced to third parties or other events beyond the reasonable control of the parties.
2.2 The Agreement: The Agreement refers to the service agreements that Sensa and the Client have entered into, as well as any appendices to them. Where these Terms shall be deemed to form part of the services agreement between the parties, reference to the „Agreement“ shall also refer to these Terms, as applicable.
2.3 Client: refers to Sensa’s clients to whom Sensa provides its services.
2.4 Third party: Shall apply to any party, other than Sensa and the Client.
3 PAYMENTS
3.1 For Sensa’s agreed services, the Client shall pay Sensa the fee and, as applicable, other fees, as stipulated in the Agreement between the parties.
3.2 Sensa reserves the right to change its price list and such change takes effect 30 days after Sensa has notified the Client of the changes. Resold services from a third party are charged according to the current price list of the third party in question and based on the applicable exchange rate in effect at the time.
4 PAYMENT TERMS
4.1 Sensa issues an invoice at the beginning of each month for payment of services rendered in the previous month, unless otherwise agreed in the Agreement between the parties.
4.2 Both the nature of the service and the quantity figures can change according to the needs of the Client and Sensa carries out a count of resources in use and charges according to that count. The counting period is from the 21st of each month to the 20th of the following month.
4.3 The prices and amounts in the Agreement between the parties are stated in Icelandic krona, excluding VAT, unless otherwise stated.
4.4 The Client shall make payments to a bank account specified by Sensa or by payment of a payment slip. Any other form of payment is not considered satisfactory.
4.5 All Sensa’s invoices shall be itemized and supported with supporting documents so that they can be verified. In the event of a dispute about the amount of the invoice, the Client cannot refuse payment of the part that is undisputed. The Client must inform Sensa of any comments on invoices immediately and or no later than the final date of the invoice.
4.6 The accounting period is from the 21st of each month to the 20th of the following month. The due date and final due date for invoices is the 20th of each month. If payment is made after the final due date, the remedies for default are always based on the due date of the invoice.
4.7 The Client shall pay separately for the work of a subcontractor, according to the subcontractor’s price list, which shall be presented to the Client for approval. The same shall apply to the fee for licenses and the work of third parties where Sensa acts as an intermediary in collecting. Information on costs on the basis of this item shall be included in individual appendices to the parties’ service agreements.
4.8 If payments are not made on the final due date, the highest legally permitted penalty interest shall be calculated at any given time from the due date of the claim, cf. Article 6(1) of Act No. 38/2001 on Interest and Price Indexation, as amended.
5 OBLIGATIONS OF SENSA AND THE CLIENT
5.1 Sensa shall ensure that Sensa’s employees and others who provide services to the Client on behalf of Sensa work with integrity, in accordance with the Company’s Code of Conduct which can be found on its external website and have the expertise, education and experience to be able to carry out tasks according to the Agreement in a satisfactory manner.
5.2 Sensa ensures that all employees, whether employees of the seller, subcontractors or temporary-work agencies, receive wages, terms of employment, health and accident insurance and other rights, in accordance with the Agreement, applicable collective agreements and laws at any given time. The above shall apply regardless of the length of the employee’s working period.
5.3 Both Sensa and the Client must take appropriate measures with the aim of preventing its employees from being guilty of corruption and both parties individually, must actively work against all forms of corruption, extortion and money laundering in their operations. Both parties shall thus take appropriate measures to prevent the party in question or its employees from offering, giving, soliciting or accepting bribes in the form of financial or other benefits. If a party becomes aware of an event or incident of the above-mentioned nature, or if suspicion arises thereof, the party shall inform the other party of this without delay. If a party is found to have violated the rules on bribery or corruption or violated this provision in other respects, it shall be considered a material breach, within the meaning of Article 11.2 of these Terms.
5.4 If the Client’s operations fall under Act No. 140/2018 on Measures against Money Laundering and Terrorist Financing, the Client undertakes to comply with the requirements of that Act. Any breach of this provision is considered a serious breach on the part of the Client, within the meaning of Article 11.2 of these Terms.
5.5 Sensa guarantees to provide the services stipulated by the Agreement in accordance with the Terms, conditions and description, defined needs of the Client, including goals for uptime and reliability, as specified in the Agreement.
5.6 Sensa shall notify the Client of any changes in its operations that may affect its ability to carry out tasks in accordance with the Agreement between the parties.
5.7 Sensa reserves the right to refuse to perform any work that is contrary to law or may, in Sensa’s opinion, cause unacceptable damage to Sensa or third parties.
5.8 The Client shall ensure that Sensa has adequate access to the Client’s premises or facilities, and as the case may be, third parties, so that Sensa can fulfil its obligations under the Agreement. The Client shall also provide Sensa with the necessary information so that Sensa can fulfil its obligations.
5.9 The Client shall, unless specifically agreed otherwise, be responsible for obtaining adequate software licenses from third parties.
6 LIMITATION OF LIABILITY
6.1 Sensa’s liability is limited to direct damage that the Client may incur in connection with the Agreement between the parties. Sensa’s liability therefore does not extend to indirect or consequential damages suffered by the Client or third parties, including operating loss or loss of data.
6.2 Sensa’s liability towards the Client is limited to the services, and as the case may be, systems and software, which Sensa provides to the Client on the basis of the Agreement between the parties. Sensa shall, however, not be liable for damages resulting from the Client’s incorrect use of systems, software or other services provided by Sensa.
6.3 In the event that Sensa terminates this Agreement due to material non-compliance by the Client, on the basis of Article 11.2, Sensa shall not be liable for damages related to such termination.
6.4 In the event of a liability against Sensa on the basis of an Agreement, Sensa’s liability for each event of damage shall not exceed the fee that the Client has verifiably paid to Sensa for the specific service to which the damage relates, during the last three months prior to the incident that caused the damage in question.
6.5 In other respects, liability is governed by general rules of tort law.
7 SENSA’S INDEMNIFICATION OBLIGATIONS
7.1 Sensa will, in consultation with the Client, (a) defend the Client against any legal action or claim against the Client where it is claimed that the services provided by Sensa to the Client infringe any patent, copyright, trade secret or other proprietary rights of third parties; and (b) pay any costs, damages, and court costs that may be incurred by Client as a result of any such third-party claim.
7.2 In addition to maintaining the above defenses for the Client, Sensa will, if a claim is made, or if Sensa deems it likely that it will occur, on its own initiative and at its own expense (subject to its agreements with the software provider) either (i) acquire the right to continue using the service in question, or (ii) replace the service causing the breach in such a way that the breach is remedied, provided that its usefulness is not impaired by such replacement or adaptation.
7.3 Sensa excludes legal liability for claims for infringement of rights that can be traced to (i) the combination, i.e. the use of services, including software from Sensa, with hardware or data that Sensa has not provided, or the use of software or data that Sensa has not provided on hardware from Sensa; (ii) changes to software that were not made by Sensa, or (iii) other incidents that can be traced to the Client or a third party for which Sensa cannot be responsible.
This refers to activities carried out by the Client or third parties over whom Sensa has no control.
8 CLIENT’S INDEMNIFICATIONS OBLIGATIONS
The Client will, in consultation with Sensa, (a) defend Sensa against any claims against Sensa by a third party that can be traced to Sensa’s use of software or other material which the Client has provided and, as the case may be, is hosted in Sensa’s environment and (b) pay any costs, damages and legal costs that may fall on Sensa in connection with such third party claims. The same applies in relation to claims made by third parties, incl. manufacturers, may direct to Sensa in the case if the Client’s use of software for which the Client himself is responsible for securing a license.
9 OWNERSHIP AND DELIVERY TO THIRD PARTIES
9.1 Unless otherwise stipulated in writing in the Agreement between the parties, Sensa shall retain all ownership rights over anything that Sensa receives and provides to the Client in connection with the Agreement.
9.2 The Client shall retain all ownership rights to the content provided by the Client on the basis of the Agreement between the parties, including those incorporated into software or projects. The Client is considered the owner of all data stored by Sensa.
9.3 The proprietary rights referred to may include, but are not limited to, ownership rights in software, including computer programs, computer code or other intellectual property that may be protected by intellectual property rights, such as copyright or design protection, by law.
9.4 Sensa may, as appropriate, grant the Client permission to use the property rights of third parties through an Agreement between the parties. Such licenses are limited on the basis of the terms and conditions set forth in the applicable Agreement and nothing in the Agreement between the parties or these terms shall be construed as assigning such ownership rights to the Client.
9.5 The Parties grant each other the right to use each other’s property rights, for the duration of the Agreement, as further stipulated in the individual provisions of the Agreement. It is strictly forbidden to obtain, modify, copy or publish the products to third parties without the written permission of the other party.
10 INFORMATION SECURITY AND PRIVACY
10.1 Sensa is certified according to the standard ISO-27001:2013 on information security management.
10.2 To the extent stipulated in the Agreement between the parties, Sensa also undertakes to work in accordance with the Client’s documented rules regarding information security, if these requirements are stricter than the standard stipulates, cf. Article 10.1. The same shall apply to information security requirements that may be imposed by law or competent authorities on the activities of the Client and contractors on its behalf.
10.3 With regard to companies that are subject to supervision by the Financial Supervisory Authority of the Central Bank of Iceland, Sensa confirms that the company has read Guidelines no. 1/2019 on risk in the operation of supervisory entities’ information systems and no. 6/2014 on outsourcing by supervised entities, as well as the European Banking Authority’s (EBA) Guidelines 2019/02 on outsourcing arrangements. Sensa shall ensure that these recommendations are followed in accordance with the Client’s instructions in the Agreement between the parties. In the event of a change in practice or relevant recommendations, the parties agree to negotiate the necessary changes to the Agreement in good faith.
10.4 As a provider of digital services, Sensa undertakes to ensure that such services on its behalf meet the requirements of Act No. 78/2019 on the Security of Network and Information Systems of Critical Infrastructure, in particular the requirements of Regulation No. 1255/2020 on the Security of Network and Information Systems of Digital Service Providers, on organizational and technical security measures in its operations and the obligation to report serious incidents to the Cyber Security Team (CERT-IS).
10.5 The Client undertakes to respect Sensa’s security rules, which may include Sensa’s restriction of the Client’s access to system descriptions and data from Sensa’s manual on information security, signing confidentiality agreements, restricting access to Sensa’s system environment, etc. All work in the system environment and on Sensa’s information systems shall always be in accordance with authorisation, supervised and in accordance with Sensa’s security rules.
10.6 The Client warrants that the Client’s employees, agents and contractors always comply with Sensa’s information security policy, which can be found on Sensa’s website, as well as other rules of procedure that Sensa and the Client agree on, formally approve and become part of the Agreement. The Client is obligated to keep the Client’s employees, agents and contractors informed of the requirements that must be followed in relation to Sensa’s security policy. The Client agrees to indemnify Sensa in respect of damages, costs or expenses incurred by Sensa as a result of non-compliance with this provision, unless the damage can be traced to the actions or omissions of Sensa’s employees.
10.7 The Client is solely responsible for all instructions directed to Sensa and Sensa is not responsible for incidents that are in violation of laws, regulations or recommendations, such as recommendations from the Financial Supervisory Authority of the Central Bank of Iceland and/or the European Banking Institution, if they arise from the Client’s instructions.
10.8 Sensa shall grant the Client the right to verify security aspects such as data and operational security through audits of accessibility, hosting and handling of the Client’s data, which Sensa may be entrusted with in accordance with the Agreement between the parties. The same applies to the right of the Client’s external and internal auditor and the relevant supervisory authorities, including the Financial Supervisory Authority of the Central Bank of Iceland, to access and audit, including testing, to examine the execution of projects carried out for the Client. Sensa shall also be obliged to provide such parties with satisfactory information about the service.
10.9 A request for an audit, cf. Article 10.8, shall be notified to Sensa with reasonable notice. Access arrangements shall be such that they do not threaten the data security of Sensa’s other clients and access to Sensa’s environment shall be subject to Sensa’s rules on information security. All work related to audits, including tests, and access to information shall be paid for by the Client in accordance with Sensa’s price list at any given time, unless otherwise stipulated by law.
10.10 In the event of processing of personal data in meaning of Act No. 90/2018 on Data Protection and the Processing of Personal Data, or later adopted legislation on the processing of personal data, in the performance of the Agreement, the Client shall be considered the controller within the meaning of the Act and Sensa the processor with regard to the processing of such data, provided that the Act does not provide a different understanding.
10.11 In relation to the processing of personal data, cf. Article 10.10, Sensa’s Terms and Conditions on Processing Agreements shall apply to all processing activities that Sensa carries out on behalf of the Client. The Terms and Conditions on Processing Agreements can be found on Sensa’s website.
10.12 Sensa is not permitted to store computer equipment and data with a third party (chain outsourcing/sub-processor) without the consent of the Client and in accordance with the Terms and Conditions on Processing Agreement, as applicable.
11 TERMINATION
11.1 Unless otherwise provided in the Agreement between the parties, the Agreement shall be indefinite, but either party shall have the right to terminate it with three months’ notice. Termination shall be based on the end of the following month after the notification is received in a verifiable manner.
11.2 Both parties shall have the right to terminate the Agreement immediately by giving written notice to the other party, in a verifiable manner stating the reasons for termination, if the other party materially fails to fulfil its obligations under the Agreement, including these Terms. It is a condition for rescission according to the above that the other party has neglected to remedy such defects within 14 days from the time the challenge for such remedies is made. The condition does not apply if it is clear that defects will not be remedied.
11.3 Sensa reserves the right to terminate contracts in part or in full if equipment owned/leased by the Client is used far beyond normal use, which creates a significant load beyond what can be considered normal in the common infrastructure or causes increased strain on the operation of the system. Sensa reserves the right to respond to such excess load without delay if the Client does not respond to Sensa’s request to reduce the load.
11.4 The parties shall also have the right to terminate the Agreement between the parties in the event that the other party (a) winds up the company or ceases operations, (b) applies for permission to seek composition or moratorium or is taken into bankruptcy proceedings in accordance with Icelandic or foreign law, (c) a change of ownership of the company takes place so that the majority of the shares are in the hands of new parties.
11.5 The Client may terminate the Agreement between the parties without notice if the relevant supervisory authorities so require due to special circumstances which, in the opinion of the supervisory authority, justify such termination.
11.6 The termination of one Agreement shall have no effect on the validity of any other Agreement or these Terms provided that the party which has failed to comply with the provisions of the relevant Agreement complies with the Terms and any other Agreement in force. Failure to comply with these Terms may, however, justify the termination of any and all underlying service agreements.
11.7 Upon termination of the Agreement, the parties shall agree on an exit plan, as applicable.
12 CONSEQUENCES OF TERMINATION
12.1 All rights granted to the parties shall, upon termination of the Agreement, immediately cease and all unpaid claims arising under the Agreement shall immediately become due. This means, among other things, that upon termination of the Agreement, Sensa shall be authorized to terminate all services related to the unpaid claims.
12.2 Upon termination of the Agreement for any reason, the parties shall return to the other party within thirty (30) days all assets, materials, data, confidential information and other objective elements relating to the Agreement, including any hardware, network and software, which have been provided and are verifiably owned or controlled by the other party, unless otherwise provided by the parties’ Agreement on settlement for termination of the Agreement or any other Agreement between the parties.
12.3 If the Client has not requested, or entered into an agreement on, the delivery of data and information within thirty (30) days from the conclusion of the Agreement, cf. Article 12.2, Sensa shall have the right to delete such data and information. Sensa shall not be liable for any damage that the Client may incur in connection with such deletion.
12.4 In the event of default on the part of the Client which results in Sensa terminating the services, the parties shall agree on payment for reconnection costs, increased service rates and/or insurance therefore before services are provided again.
12.5 Upon termination of the Agreement due to termination or expiry of the Agreement, the Client agrees to remove its own equipment and assets located at Sensa’s premises as applicable. If such equipment or assets have not been removed within thirty (30) days from the conclusion of the Agreement, Sensa is entitled to have such equipment or assets removed, moved to another location or otherwise stored at the Client’s expense.
13 CONFIDENTIALITY OF THE PARTIES
The parties shall maintain full confidentiality regarding all matters which they receive information from the other party and which may be assumed, due to their nature and/or circumstances, to be treated as confidential, and the party shall in no way make use of such information except in accordance with the provisions of the Agreement between the parties during its period of validity, cf. e.g. the provisions of Act No. 57/2005 on the Control of Business Practices and Marketing, with subsequent amendments. The duty of confidentiality of the employees of the contracting parties and contractors shall remain indefinitely after they have completed their work for the benefit of the contracting parties and after termination of the Agreement.
14 ASSIGNMENT
14.1 Neither Party may sell, assign or otherwise transfer the Agreement, or any rights or obligations arising therefrom, in whole or in part, and any attempt at such assignment shall be deemed null and void without the written consent of the other party. Notwithstanding these limitations on the assignment of the Agreement, a direct or indirect transfer within the group of companies to which Sensa belongs is not considered to constitute a transfer of the Agreement, as Sensa is still responsible to the Client for the work being carried out in accordance with the Agreement between the parties.
14.2 Sensa shall be authorised to hire subcontractors for the purpose of carrying out certain tasks that are specifically specified in the Agreement between the parties. Sensa shall always seek the Client’s prior approval of the choice of subcontractor. Sensa shall, however, always be permitted to transfer its obligations according to the Agreement between the parties, without the consent of the Client, if this is in Sensa’s opinion necessary in order to respond to and/or work on a fault or other things that need to be addressed immediately, but only in cases where the subcontractor does not have access to the Client’s personally identifiable information. If Sensa entrusts a subcontractor to carry out individual parts of a project, it does not change Sensa’s contractual obligations towards the Client.
15 WAIVER
A waiver of rights in respect of a particular breach of the terms or provisions of the Agreement shall not constitute a waiver of rights in respect of any other breach of the same or any other provision of the Agreement. If a party fails to require the other party to fulfil any obligation according to the Agreement or these terms and conditions, the party shall not be deemed to have waived the performance of the obligation in question, unless this is confirmed in writing.
16 CUSTOMIZATION
If any provision of these Terms or of the Agreement is contrary to mandatory laws and regulations applicable to them, or if such provisions are declared invalid by a court having jurisdiction over the parties, such provisions shall be reworded in such a way as to cause as little disruption as possible to the original purpose of the parties within the framework of the relevant laws and judicial decisions; and the provisions of the Terms and/or the Agreement shall otherwise remain in full force and effect.
17 FORCE MAJEURE
17.1 The contracting parties will not be liable for any delay or interruption of services or projects that can be traced to force majeure, such as „Force Majeure“, malfunctions of a third party or cases caused by actions of parties other than Sensa and approved subcontractors.
17.2 In the event that the implementation or preparation of Sensa’s services is cancelled or postponed due to uncontrollable external events, Sensa shall notify the Client thereof without delay and immediately begin to resolve such problems and, as applicable, substitute other service providers.
17.3 If the Force Majeure event lasts for more than 14 days, the other party may terminate the Agreement without notice. Neither party has that claim against the other, other than in respect of claims that have arisen before the obstacle occurred.
18 RECRUITMENT
The contracting parties shall generally not employ the other party’s employees while the parties’ Agreement is in force.
19 CONTACTS AND COMMUNICATIONS
19.1 Sensa and the Client shall specify contact persons in their Agreement, as applicable. The parties shall at all times ensure that the defined contact persons of the Agreement are both competent and competent to discuss the services in question and make decisions in an efficient manner. Both parties are obliged to notify the other party as soon as possible if a new contact person is appointed.
19.2 Formal notices and communication between the parties shall be made in writing and shall be sent to the parties’ contact persons.
19.3 The parties will make every effort to conduct relations with each other in a professional and positive manner. Mutual tact and respect shall be the guiding principles.
20 CHANGES TO THE TERMS
Sensa reserves the right to change these Terms. In the event of material changes to the Terms, Sensa shall notify the Client of such changes with a minimum of 30 days’ notice. The Client has the right to submit written comments on the proposed changes, which the Client will consider. If the Client does not agree to the final changes to the Terms, the Client has the right to terminate the service in accordance with the provisions of each Agreement.
21 CHOICE OF LAW AND VENUE
These Terms and the Agreement between the parties shall be governed by Icelandic law and the rules of law. In the event of a dispute between the parties, they shall endeavour to resolve it between themselves or refer it to the District Court of Reykjavík for resolution, unless the parties agree otherwise.
Reykjavík, 15 January 2025.
