Disclaimer: Adra enables their products for use through the Microsoft Azure Marketplace and  the residing application deployed to the virtual machine is provided ‘As is’. Clients and users deploying the virtual server and its components to their own environment will have to manage security, scalability and configuration, matching the clients requirements and adoption of the virtual machine. Adra does not take any responsibility of the default configuration and setup of the virtual machine and application deployment once enabled in a dedicate Azure subscription. For any further information on Microsoft Azure terms, please see https://azure.microsoft.com/en-us/support/legal/services-terms-nov-2014/

ADRA MATCH GROUP
GENERAL TERMS & CONDITIONS
FOR SERVICE PROVISIONING
(Issued November 19, 2012)
These General Terms & Conditions for Service Provisioning by Adra Match AS and its subsidiaries,
or, as the context so applies, any of them ("Adra Match") are designed to be incorporated by reference
into a signed Contract, which may modify or supplement it. If no unexpired signed contract exists,
these General Terms & Conditions for Service Provisioning apply to the purchase, receipt or use of
any service or product from any company within the Adra Match group.
The Agreement between Adra Match and Customer consists of the following documents which, in
case of any contradictions, take precedence in following order;
(i) The Contract including Price Appendix
(ii) These General Terms & Conditions for Service Provisioning
1. Definitions
"Agreement" shall mean, unless otherwise specifically provided for, the Contract including the
Price Appendix and these General Terms & Conditions for Service Provisioning and any other
appendices.
“Basic Support” means Adra Match’s basic support and maintenance service which is included
in the Service Fee.
“Client” means a way of configuring the Product to provide logical separation in the processing
of data between different legal entities belonging to the same Customer (e.g. subsidiaries), or
between different reconciliation/application areas, or in other ways to separate the usage of the
Product by providing separate clients for each legal entity/area/etc.
“Consultancy Services” means Adra Match’s professional services, such as workshops or user
training.
“Contract” means the document signed by the parties when entering into the Agreement by
which Customer ordered one or more Services from Adra Match. The Contract can be a Frame
or Head Agreement or a signed Tender, Offering or Order, accepted by Adra Match.
"Customer" means a company, entity or person entering into an agreement with Adra Match
regarding purchase of Services, including its personnel.
"Customer Data" means all electronic data or information from Customer, processed by or
within a Service.
“Delivery Date” means the day a Service is considered delivered and accepted by the Customer.
The Service shall be considered delivered and accepted by Customer when the Service was
made available from Adra Match.
2
"Order" means the ordering document for Customer's purchases from Adra Match.
“Results” mean the results that a Service generates after/when processing the Customer Data.
"Service" means any Adra Match service or product, such as Adra Match Accounts, Adra Match
Receivables or Adra Match Online that is offered as a cloud/web or hosted service
“Service Fee” means the applicable fee to be paid by Customer for each Adra Match Service.
“Transactions” means any record of Customer Data imported by Adra Match’s Software.
“Users” mean the number of users of the Services purchased by the Customer, identified by a
username and password.
2. Service and Provisioning of the Service
2.1 Adra Match shall make the Service available to Customer pursuant to the Contract and other
Agreement documents. The Customer Data will be processed within the Service provided by
Adra Match and the Results will be delivered to Customer in the format applicable for the
Service.
2.2 The content of the Service, limitations of the Service and the types of Results generated are
described in the applicable service descriptions in the Contract or as otherwise provided by Adra
Match. Adra Match may at its sole discretion modify the features of the Service from time to
time without prior notice.
2.3 Adra Match’s Services are offered based on an assumption of 99.5 % average availability, based
on an annual Service time of 24/365. The availability assumption does not cover downtime
caused by planned maintenance windows, disturbance in availability caused by Customer or by
force majeure events as described in section 12.8 below.
2.4 The Service is dependent on the processing of Customer Data. Such data shall be provided by
Customer.
2.5 Without Adra Match’s prior written approval and subject to paying the applicable Service Fees,
Customer may solely use the Service for the Customer’s own business and Customer Data and
may not forward the Service or allow others to exercise the Service.
3. Support and Consultancy Services
3.1 Adra Match offers Basic Support for each Service included in the fee for the Service
3.2 Support in addition to the Basic Support may be offered and provided by Adra Match as
“Additional Support” to applicable fees. These General Terms & Conditions for Service
Provisioning apply to any Adra Match support.
3.3 Basic Support consists of assistance in correction of errors in the Service or any issue that is not
covered by manuals or installation guides or other documentation. Adra Match reserves the right
to charge for support that is deemed not to be Basic Support. Such support shall be considered
and charged as Additional Support. In case Customer files questions or requests assistance that
3
Adra Match considers not to be Basic Support, Adra Match shall inform Customer about this
and about Adra Match’s applicable charges for Additional Support, prior to starting to provide
such Additional Support.
3.4 Adra Match’s Basic Support is provided by email or via Adra Match’s website.
3.5 Adra Match offers a number of Consultancy Services from time to time to applicable fees.
These General Terms & Conditions Service Provisioning apply to the purchase and delivery of
such Consultancy Services.
4. Handling of Customer Data, Data Protection etc.
4.1 Adra Match shall treat Customer Data as confidential and not disclose any Customer Data to
any third party. The Customer Data shall be kept separated from any other Adra Match
customers’ customer data and to Adra Match’s own activities or business. Adra Match may not
use Customer Data for any purposes other than the performance of the Services, support or any
additional services. Adra Match is responsible for backups etc. of any Customer Data handled
and Results generated by Adra Match. Also see section 10.5 below.
4.2 Adra Match shall to the extent the Customer Data comprise “personal data” within the meaning
of applicable data protection laws and regulations, and in respect of which it is hereby
acknowledged that Adra Match is acting as data processor only:
(i) process the Customer Data in accordance with the Agreement and the Customer’s
instructions,
(ii) take appropriate technical, organizational and security measures against unauthorized
access to or unauthorized alteration, disclosure, destruction or loss of Customer Data or
the Results; and
(iii) take reasonable steps to ensure that employees used by Adra Match to provide the Service
are aware of and are suitably trained in such technical, organizational and security
measures.
4.3 Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability,
and appropriateness of all Customer Data and shall ensure that all instructions given by it to
Adra Match in respect of the Customer Data will be in compliance with applicable data
protection laws and regulations.
5. Service Fees and Payment
5.1 Customer undertakes to pay Adra Match the applicable Service Fees for Services, and/or any
Additional Support and Consultancy Services, ordered and/or consumed during the term of the
Agreement.
5.2 The Service Fees are based on the pricing parameters etc set forth in the Contract including its
Price Appendix.
5.3 Prepaid Service Fees and any unused Transactions are not refunded and may not be transferred
to the following period.
5.4 Adra Match may for any Renewal Period without written notice adjust the Service Fees in
accordance with the changes in the Consumption Price Index (or equivalent), in the country
4
where the Customer has its principal place of business, during the same period plus two (2) per
cent. Adra Match may instead make other adjustments of the Service Fees, by giving Customer
a written notice at the latest four (4) months prior to each Renewal Period.
5.5 The Service Fee shall be paid in advance per calculation period, and the first instalment is
invoiced at the Delivery Date. Payment is due according to terms specified in section 5.7 below
unless otherwise agreed between the parties. All prices are exclusive of, and Customer will pay,
value added tax and any other relevant taxes or public fees.
5.6 Except as otherwise agreed in a specific Order, (i) fees are quoted and payable in the currency
stated in the Contract (ii) fees are based on Services purchased and not actual usage, (iii)
payment obligations are non-cancelable and fees paid are non-refundable.
5.7 Except as otherwise agreed charges are due 15 days net from the invoice date.
5.8 Any payment not received from Customer by the due date (except with respect to charges then
under reasonable and good faith dispute) shall accrue interest from the due date until the date
payment is made at a per annum rate equal to one point five (1.5) per cent per month or at the
maximum rate permitted by law in the country where the Customer has its principal place of
business.
5.10 If Customer's account is 30 days or more overdue (except with respect to charges then under
reasonable and good faith dispute), in addition to any of its other rights or remedies, Adra Match
reserves the right to suspend the Service provided to Customer, without liability to Adra Match,
until such amounts are paid in full, on the condition that Adra Match has notified Customer in
writing prior to such suspension.
6. Proprietary Rights
6.1 Subject to the limited rights expressly granted hereunder, Adra Match reserves all rights, title
and interest in and to the Service, including all related intellectual property rights. No rights are
granted to Customer hereunder other than as expressly set forth herein.
6.2 As between Adra Match and Customer, Customer exclusively owns all rights, title and interest
in and to all Customer Data and Results. However, Adra Match has the right to use the Results
for its own internal work and statistics to improve or render the Services or Basic Support more
efficient. For these purposes Adra Match may include the Results in Adra Match’s own data
bases.
6.3 Adra Match may use Customer’s company name and/or trademark/s in Adra Match’s marketing
and promotional activities, such as press releases and webpage newsletters etc.
7. Confidentiality
7.1 As used herein, "Confidential Information" means all confidential information of a party
("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in
writing, that is designated as confidential or that reasonably should be understood to be
confidential given the nature of the information and the circumstances of disclosure, including
the terms and conditions of the Agreement (including pricing and other terms reflected in all
Orders hereunder, business and marketing plans, technology and technical information, product
5
designs, and business processes. Confidential Information shall not include any information
that: (i) is or becomes generally known to the public without breach of any obligation owed to
the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the
Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was
independently developed by the Receiving Party without breach of any obligation owed to the
Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to
the Disclosing Party.
7.2 The Receiving Party shall not disclose or use any Confidential Information of the Disclosing
Party for any purpose outside the scope of the Agreement, except with the Disclosing Party's
prior written permission.
7.3 Each party agrees to protect the confidentiality of the Confidential Information of the other
party in the same manner that it protects the confidentiality of its own confidential information
of like kind (but in no event using less than reasonable care).
7.4 If the Receiving Party is compelled by law to disclose Confidential Information of the
Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled
disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost,
if the Disclosing Party wishes to contest the disclosure.
8. Warranties and Disclaimers
8.1 Each party represents and warrants that it has the legal power to enter into the Agreement.
8.2 Services, Consulting Services and Support provided by Adra Match shall be performed in a
professional and workmanlike manner in accordance with generally accepted practice in the
industry and pursuant to the provisions of the Agreement and appendices hereto. Except as
specified in this Section, all express or implied conditions, representations and warranties
including without limitation any implied warranties or conditions, e.g., regarding
merchantability, fitness for a particular purpose, and satisfactory quality are hereby excluded to
the extent allowed by applicable laws.
8.3 Customer represents and warrants that the collection and processing of Customer Data by it
and/or as contemplated by the Agreement complies in all respects with applicable intellectual
property laws, data protection laws and other regulations.
9. Limitation of Liability
9.1 EXCEPT FOR INDEMNIFICATION OBLIGATIONS TO THE MAXIMUM EXTENT
PERMITTED BY LAW, UNLESS CAUSED BY INTENT OR GROSS NEGLIGENCE,
EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE
AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY
OF LIABILITY, SHALL BE LIMITED TO 5,000 EURO.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL
UNLESS CAUSED BY INTENT OR GROSS NEGLIGENCE, HAVE ANY LIABILITY TO
THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED,
WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY,
6
AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
9.3 SECTION 9.1 AND 9.2 SHALL IN NO EVENT LIMIT THE AMOUNTS THAT MAY BE
PAYABLE BY EITHER PARTY UNDER SECTION 6 (PROPRIETARY RIGHTS) AND
SECTION 7 (CONFIDENTIALITY).
10. Term and Termination
10.1 The parties have agreed to an initial non-terminable contract period of twelve (12) months
following the Delivery Date (the “Initial Period”).
10.2 Upon expiry of the Initial Period, the Agreement is automatically renewed for periods of twelve
(12) months at a time (“Renewal Period/s”).
10.3 Either party may terminate the contract upon written notice to the other, with a minimum of
three (3) months prior to the expiry of the Initial Period or any Renewal Period.
10.4 A party may terminate the Agreement for cause: (i) upon 30 days written notice of a material
breach to the other party if such breach remains uncured at the expiration of such period; or (ii)
if the other party becomes the subject of a petition in bankruptcy or any other proceeding
relating to insolvency, examinership, receivership, liquidation or assignment for the benefit of
creditors or any event analogous to the foregoing occurs in relation to that other party in any
jurisdiction. Upon any termination for cause by Customer, Adra Match shall refund Customer
any prepaid fees covering the remainder of the subscription term after the date of termination.
10.5 Termination shall not relieve Customer of the obligation to pay the Service Fees or any other
fees accrued or payable to Adra Match prior to the effective date of termination.
10.6 Upon request by Customer made within 30 days after the effective date of termination, Adra
Match will make available to Customer for download a file of Results and/or Customer Data.
After such 30-day period, Adra Match shall have no obligation to maintain or provide any
Customer Data.
10.7 The following provisions shall survive any termination or expiration of the Agreement: the
provisions under Section 6, 7, 9, 10 and 11.
11. Governing Law and Arbitration
11.1 The Agreement and all contractual relationship between Adra Match and Customer shall be
governed by and construed in accordance with the law in the country where the Adra Match
company which is party to the Agreement has its principal place of business.
11.2 Any dispute, controversy, or claim arising out of or in connection with the Agreement, or the
breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the
Rules of the Arbitration Institute of the Chamber of Commerce (or equivalent) in the country
where the Customer has its principal place of business. The arbitral tribunal shall be composed
of one arbitrator. The place of arbitration shall be the capitol of that country and the language to
be used in the arbitral proceedings shall be the language of that country.
7
12. Miscellaneous
12.1 A decision of discontinuance of sale or provisioning of a Service by Adra Match (end of sales),
shall be communicated to Customer at least three (3) months before the actual discontinuance if
not a shorter time is motivated because of special reasons such as a third party’s discontinuance
of a third party software or integrated service.
12.2 All notices under the Agreement shall be in writing and shall be deemed to have been given
upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business
day after sending by confirmed facsimile; or (iv) the second business day after sending by
email.
12.3 No failure or delay by either party in exercising any right under the Agreement shall constitute a
waiver of that right. Other than as expressly stated herein, the remedies provided herein are in
addition to, and not exclusive of, any other remedies of a party at law or in equity.
12.4 If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to
law, the provision shall be modified by the court and interpreted so as best to accomplish the
objectives of the original provision to the fullest extent permitted by law, and the remaining
provisions of the Agreement shall remain in effect.
12.5 Neither party may assign any of its rights or obligations hereunder, whether by operation of law
or otherwise, without the prior written consent of the other party (not to be unreasonably
withheld). Notwithstanding the foregoing, either party may assign the Agreement in its entirety
(including all Orders), without consent of the other party, in connection with a merger,
acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving
a direct competitor of the other party. Furthermore, Adra Match has the right to assign or
pledge any monies due or to become due. Any attempt by a party to assign its rights or
obligations under the Agreement in breach of this section shall be void and of no effect. Subject
to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective
successors and permitted assigns.
12.6 Adra Match shall be at liberty to subcontract all or some of the Services contracted by Adra
Match to be provided pursuant to this without prior reference to Customer, provided that no
such subcontract will relieve Adra Match of any of its obligations hereunder.
12.7 The Agreement, including all appendices hereto and all Orders, constitutes the entire agreement
between the parties, and supersedes all prior and contemporaneous agreements, proposals or
representations, written or oral, concerning its subject matter. No modification, amendment, or
waiver of any provision of the Agreement shall be effective unless in writing and signed by the
party against whom the modification, amendment or waiver is to be asserted.
12.8 If either party is prevented from performing any of its obligations under the Agreement due to
any cause beyond the party's reasonable control, including, without limitation, lack of Internet
access, an act of God, fire, flood, explosion, war, strike, embargo, government regulation, civil
or military authority, (a "force majeure event") the time for that party's performance will be
extended for the period of the delay or inability to perform due to such occurrence; provided,
however, that if a party suffering a force majeure event is unable to cure that event within thirty
(30) days, the other party may terminate the Agreement immediately.