General Terms and Conditions

PART D SUPPORTING TERMS

D.1 LIMITED LIABILITY FOR ERRORS IN THE SOFTWARE

D.1.1 Maestro Soft will use commercially reasonable efforts to ensure that the Software functions substantially as described in the Documentation during the agreement period, provided it is correctly configured and updated to a supported version. The Customer acknowledges that the Software will not be entirely free of errors and that improvement of the Software is an ongoing process. Maestro Soft provides no warranty that the Software will meet all of the Customer’s requirements, function without errors with the Customer’s choice of equipment, systems, configurations, customisations, or integrations not provided by Maestro Soft, or delivered over the internet, or will be uninterrupted.

D.1.2 Where the Customer identifies errors in the Software, these shall be reported to Maestro Soft as soon as possible and without undue delay after discovery in order to preserve the right to make a claim. If the Software does not function in accordance with the limited warranty in D.1.1, Maestro Soft shall correct errors and deficiencies in the Software at its own expense.

D.1.3 If the error or deficiency is material, meaning that the Customer’s ability to use the Software is substantially reduced, the Customer has the right to terminate the right of use for the affected Software provided Maestro Soft does not remedy the error or deficiency within a reasonable time. A refund claim will arise for the period during which the Software was affected by the error.

D.1.4 Except as expressly stated herein, the Customer shall not raise further claims against Maestro Soft in connection with complaints.

D.1.5 Links to other websites displayed in the Software or Documentation that are not owned by Maestro Soft are provided as a convenience.

D.1.6 Maestro Soft’s liability for error correction is further governed by Maestro Soft’s SLA, which is available on the Website.

D.2 LIABILITY

D.2.1 Maestro Soft is not liable for data belonging to the Customer (or the Customer’s Users) processed by the Software (for example customer databases, production data, and documents), including content, ownership, and legitimacy, or for use or other activities carried out on Customer Data by the Customer, or that are otherwise outside Maestro Soft’s control.

D.2.2 Neither party shall be liable for delays or failure to perform arising from or in connection with force majeure, including operations and legislation applicable to the internet and major market fluctuations. If the force majeure situation persists for more than 3 months, the Parties may terminate the Agreement with 3 months’ notice. In connection with force majeure situations, the Parties have a mutual duty to inform. Such information shall be provided as soon as possible.

D.2.3 Maestro Soft shall under no circumstances be liable for indirect loss or damage arising in connection with a breach, including but not limited to loss of Customer Data, production, revenue, or profit, or third-party claims or governmental sanctions.

D.2.4 The Parties’ total aggregate liability under the Agreement is limited to the agreed licence fees paid for the past 12 months for the affected Software.

D.2.5 Maestro Soft will exercise care to ensure secure transfer of information between the Customer and the service; however, the Customer acknowledges that the internet is an open system and Maestro Soft cannot guarantee that third parties will not intercept or alter data.

D.3 INTELLECTUAL PROPERTY RIGHTS

D.3.1 The Customer acknowledges that the following constitutes Maestro Soft’s intellectual property (“Maestro Soft’s Intellectual Property”):

i) The Software and any creation, product, or service related thereto, including software, databases, designs, interfaces, algorithms, ideas, concepts, sketches, diagrams, technical data, tables, and similar, regardless of whether this is protected under the Copyright Act or other legislation, and regardless of whether this has been created verbally, in writing, or in any other manner, as well as the time and place of creation, which Maestro Soft, its employees, or its sub-processors have wholly or partly created, as it exists at the time of the agreement and as it is further developed.

ii) Any trademark, logo, or name of the Software and product names used by and/or registered to Maestro Soft.

iii) “Maestro Soft” and other company names used by Maestro Soft, including all names beginning with “Maestro”.

iv) The Customer acknowledges that Maestro Soft has the exclusive right to Maestro Soft’s Intellectual Property.

D.3.2 The Customer shall: i) not cause or permit infringement of Maestro Soft’s Intellectual Property or assist or allow others to do so, ii) notify Maestro Soft of any infringement or suspected infringement of Maestro Soft’s Intellectual Property, including but not limited to unlicensed use of the Software — notice shall be given as soon as the Customer becomes aware of or suspects such infringement, iii) not without Maestro Soft’s written consent use or apply to register any name, trademark, or domain name that includes, resembles, or could be confused with all or part of Maestro Soft’s Intellectual Property — this provision also applies after the expiry of the agreement period, iv) not translate, adapt, or modify the Software or documentation, or decompile or reverse-engineer the Software, and v) not use Maestro Soft’s Intellectual Property and other rights belonging to Maestro Soft beyond what follows from the Agreement or written consent from Maestro Soft.

D.3.3 If the Customer infringes Maestro Soft’s intellectual property rights in the Software, the Customer shall pay a maximum amount equivalent to 50G (the National Insurance basic amount). Maestro Soft has the right to additionally claim compensation for its documented losses arising from infringement of Maestro Soft’s Intellectual Property, including rights to the Software.

D.4 CONFIDENTIAL INFORMATION

D.4.1 Confidential Information means any information that the Parties become aware of in connection with the Agreement and its implementation, including but not limited to technical, financial, or commercial information, regardless of whether a Party has designated such information as confidential.

D.4.2 The Parties may not share Confidential Information with a third party without written consent from the other Party, or use the information for purposes other than those arising from the Agreement.

D.4.3 Confidential Information does not include information i) that is or becomes publicly available other than through a Party’s breach of this Agreement, ii) that the party can show was in its possession prior to the entry into of this Agreement, iii) received from a third party without breach of any duty of confidentiality, or iv) independently developed by the party without breach of this Agreement.

D.4.4 Maestro Soft will not make Customer Data available to third parties in ways other than described in this Agreement except: i) to comply with applicable law, regulation, or directive, ii) to investigate or prevent serious security threats or fraud, and iii) in connection with reorganisation, merger, sale, or purchase of all or part of Maestro Soft or the Maestro group. Maestro Soft will in all such cases ensure that all parties involved in such an exchange of information comply with the obligations set out herein through an appropriate confidentiality agreement. Where information must be disclosed pursuant to law or regulation, the disclosing Party shall notify the other Party before such disclosure takes place, unless such notification is not permitted under law or regulation.

D.4.5 Maestro Soft may disclose Confidential Information to other companies in the Maestro group, partners, or sub-processors to the extent required to deliver the Software and to fulfil its obligations under these Terms.

D.4.6 Each Party is responsible for ensuring that its employees, sub-processors, and other parties acting on the Party’s behalf handle Confidential Information in accordance with this or equivalent confidentiality agreements.

D.4.7 The confidentiality obligations set out in the Agreement are not time-limited and therefore also apply after the Agreement expires, unless otherwise agreed in writing between the Parties.

D.5 INDEMNIFICATION FOR COPYRIGHT INFRINGEMENT

D.5.1 Maestro Soft shall indemnify the Customer against any claim, including reasonable and necessary legal fees and awarded costs, from a third party alleging that the Software infringes copyright or other intellectual property rights, provided the Customer cooperates with Maestro Soft at Maestro Soft’s expense and gives Maestro Soft full control over the legal proceedings and settlement. This does not apply if the infringement is caused by the Software having been used in breach of or contrary to the Agreement, including if the claim arises from use, modification, integration, or adaptation of the Software not carried out by Maestro Soft.

D.5.2 The Customer shall notify Maestro Soft in writing of such a claim as soon as it is made.

D.5.3 If such infringement occurs, Maestro Soft shall at its own discretion: i) secure the Customer’s continued right to use the Software, ii) modify the Software so that it no longer infringes the third party’s rights, iii) replace the Software or the part of the Software that constitutes an infringement with other software/services fulfilling the same functions, or iv) refund the Customer the licence fees for the relevant remaining prepaid licence period.

D.6 TERM AND TERMINATION

The Customer may terminate the customer relationship or individual Software (including Users and Modules) in accordance with the following terms:

D.6.1 The Parties may terminate the Agreement with 3 months’ written notice.

D.6.2 For Downloadable Software, the termination deadline is 30 September for the following calendar year.

D.6.3 For Software delivered as a service over the Internet, individual products and modules may have their own termination terms.

D.6.4 Maestro Soft may, following written notice, terminate the Agreement with immediate effect in the event of payment default exceeding 30 days.

D.6.5 The Parties may terminate the Agreement with immediate effect if i) the other Party materially breaches the Agreement and does not remedy the breach within a reasonable time following notice thereof, or ii) the other Party goes bankrupt, initiates bankruptcy proceedings, is subject to debt settlement negotiations, or is otherwise insolvent.

D.6.6 The Customer may terminate the Agreement with immediate effect if the Agreement would be in conflict with law, independence requirements, or professional rules. If there is reason to suspect that such a situation will arise, the Customer shall immediately notify Maestro Soft, unless such notification is not possible.

D.6.7 The Customer may additionally terminate all or part of the Agreement as described in clause D.1.3.

D.6.8 Upon termination on grounds other than clauses D.6.1–D.6.3, Maestro Soft will release the Customer from payment of the agreed licence fees for the period during which the Customer will not be using the Software.

D.6.9 Upon termination and/or expiry of the Software Agreement, the Customer is responsible for storing its own data. Maestro Soft will upon request assist with the transfer of the Customer’s data back to the Customer or a new supplier to the extent possible. The work will be invoiced as Consultancy Services and data storage in accordance with Maestro Soft’s price list as available on the Website.

D.7 ASSIGNMENT OF THE AGREEMENT

D.7.1 Maestro Soft has the right to assign all or part of the Agreement to a third party provided Maestro Soft can demonstrate that such third party has sufficient competence, resources, and financial means to assume the obligations under the Agreement. The Customer may object to such assignment if there is reasonable cause.

D.8 SECURITY AND AUDITS

D.8.1 The Customer’s internal and external auditors and the Financial Supervisory Authority of Norway have the right to request information and reporting on demand, and have the right to access and request information about Maestro Soft’s operations, to the extent relevant to the services provided under the Agreement. This right applies equally to Maestro Soft’s sub-processors. The right to audit and review is connected to Maestro Soft’s compliance with legal and contractual obligations, service performance, and Maestro Soft’s operations generally, insofar as this is related to service delivery.

D.8.2 The Customer’s need for access is primarily sought to be met through access to independent audit arrangements, such as SOC I, II, and III reports, ISO certifications, etc. If the Customer’s statutory obligations to ensure risk management and internal control of outsourced activities are not adequately met through independent audit arrangements or other documentation from Maestro Soft, an on-site audit may be carried out.

D.8.3 Exercise of the right of access: The time and scope of the audit shall be agreed between the parties before access is granted. The Customer’s exercise of an audit or access presupposes a signed confidentiality declaration. Information regarding the Customer’s competitors, Maestro Soft’s trade secrets, and other Customer Data shall in all cases not be covered by the right of access.

D.8.4 Reasonable expenses for work and costs associated with audits and reviews as referred to in clauses D.8.1 and D.8.3 shall be compensated by the Customer on a time-spent basis as Consultancy Services, as set out in Maestro Soft’s price list as available on the Website at any time. Fees for access to documentation as referred to in clause D.8.2 are agreed separately, but will as a rule be free of charge with regard to Maestro Soft’s own documents.

D.9 AVAILABILITY AND SUPPORT

D.9.1 Maestro Soft’s availability guarantee, maintenance windows, and support and Support options are described in Maestro Soft’s SLA available on the Website. Maestro Soft will provide operational support free of charge. Assistance with the use of the Software, including set-up and installation, is referred to as Support. Assistance with professional issues or similar is not covered by Support.

D.9.2 In cases where Maestro Soft considers that an enquiry is not covered by Support, Maestro Soft shall inform the Customer of this in order to retain the right to invoice.

D.9.3 Unless otherwise agreed in the Customer Agreement, the following applies: Maestro Soft offers a dedicated Support subscription which the Customer is free to purchase. If a Support subscription has not been purchased, the Customer pays for Support on a time-spent basis. Prices are set out in Maestro Soft’s price list on the Website.

D.10 CONSULTANCY SERVICES

D.10.1 SCOPE

Maestro Soft provides Consultancy Services for the Software. Consultancy Services may include, for example, in-house training, customisation, data reconstruction, assistance with development and maintenance of integrations, contingency planning, decommissioning activities, and other technical assistance. Consultancy Services shall be carried out by Maestro Soft in accordance with what has been agreed and confirmed in the assignment agreement, and shall be performed professionally and efficiently, with normal good quality. Documentation (technical and user documentation) is only included where specified in the assignment agreement. The Customer shall cooperate loyally throughout the assignment. Maestro Soft does not warrant that the performance of Consultancy Services will lead to the result the Customer expects.

D.10.2 RIGHTS

The Customer has no right to exploit the results of the Consultancy Services in ways or contexts other than those specified in the assignment agreement without prior written consent from Maestro Soft. Unless otherwise agreed, Maestro Soft retains all rights, including copyright and other intellectual property rights, to the results of the project and the project materials.

D.10.3 FEES

Consultancy hours are invoiced on a time-spent basis plus any applicable travel expenses in connection with assignments pursuant to Maestro Soft’s prevailing hourly or daily rates. Travel time is compensated at 50% of the applicable hourly rate.

D.10.4 LIABILITY

Maestro Soft is responsible for remedying, free of charge, any errors or deficiencies caused by the company’s failure to fulfil its obligations under the assignment agreement, provided this would not incur unreasonable costs and is not caused by the Customer’s circumstances or force majeure. The obligation to remedy presupposes that the Customer has made a written complaint without undue delay. The maximum complaint deadline is 1 month after the Consultancy Services have been performed. Maestro Soft is not liable for the Customer’s potential loss of operations or secondary losses resulting from Consultancy Services. The Customer’s claims under the Agreement are limited to a reduction in the price of Consultancy Services where Maestro Soft fails to fulfil the stated obligation to remedy, or where Maestro Soft has acted with gross negligence or wilful misconduct.

D.11 GOVERNING LAW

D.11.1 Any dispute relating to the Agreement shall be resolved under Norwegian law. The Parties submit to the Oslo District Court as the agreed venue.

D.11.2 Unless otherwise required by mandatory legislation, the Customer hereby waives the right to raise objections to the choice of venue.

D.12 ORDER OF PRECEDENCE

In the event of any conflict between the Agreement and its associated appendices, the following order of precedence shall apply: the Customer Agreement takes precedence over the SLA and the Terms, and the Terms take precedence over the SLA. Where specific Product Terms exist, these take precedence over the Terms. Where a separate data processing agreement has been entered into as an appendix for a specific product, this shall take precedence over Part C of these Terms.

D.13 AMENDMENTS

Maestro Soft may amend the Terms with 3 months’ notice. The Terms will always include the date of the last update.

Rev. 01.07.2026