General Terms & Conditions for Merchants

Written By Tobias Lønnerød Madsen

Introduction

We are Moonbase AS, a Norwegian limited liability company with company registration number 931 730 258, and our registered address at Utsikten 6, 3718 Skien, Norway. We provide innovative solutions to software developers and providers that facilitate the distribution of software based products and services.

These general terms and conditions for merchants (the “General Terms”) govern the delivery of our services (each a “Service”). Any reference to “we”, “us” or “our” in is to the legal entity set out in the first paragraph above, and any reference to “you” is to the legal entity specified as our counterparty and customer in the Order Form.

Your agreement (the “Agreement”) with us concerning a Service will consist of the following documents:

  • The Service Terms

  • The Service Description

  • The Pricing Schedule

  • These General Terms

In case of any conflict in interpretation, the priority of the documents is as listed above. All references are to the version of the document in effect at the relevant time, subject to amendments in accordance with these General Terms.

Definitions

When used in the Agreement, the following General Terms shall have the meaning ascribed to them below:

Commencement Date means the initiation date specified in the Order Form for commencing the Service to you.

End Date means the date specified in the Order Form marking the conclusion of the Service to you. For subscriptions, it denotes the conclusion of the initial subscription period.

Pricing Schedule means our list of prices for the Services as available at https://moonbase.sh/pricing and may be updated from time to time.

Privacy Policy means our applicable policy for the processing of personal data, as available at https://moonbase.sh/privacy-policy and as may be updated from time to time.

Sales Tax means any tax, duty, or fee payable to a governing body in a jurisdiction for the sales of a product or service, including VAT, GST, and similar taxes, as well as any import tax, duty, or fee payable to a governing body in a jurisdiction for the delivery of a product or service to that jurisdiction.

Service means any service we provide to you under these General Terms, as specified in the Order Form, the Service Description, and the Service Terms.

Service API means an application programming interface provided by us, allowing you to connect your digital infrastructure with the Service Platform, as further described in the API documentation available at https://moonbase.sh/docs.

Service Dashboard means a web-based interface to the Service Platform provided by us, that allows you to manage certain aspects of your Services and to view certain information relating to your use of the Services.

Service Description means, in relation to a Service, our description of the Service, as provided on our website, and as may be updated from time to time.

Service Platform means the digital infrastructure operated by or on behalf of us to deliver, manage, and support our Services. This encompasses the Service Dashboard and the Service API, as well as any computer equipment, applications, databases, servers, networking resources, and third-party services that are used by us for these purposes, excluding public telecommunications lines and any digital infrastructure owned, leased, or otherwise controlled by you.

Service Terms means, in relation to a Service, the General Terms and Conditions issued by us that are specific Service, as provided on our website, and as may be updated from time to time.

User Account means the individual account registered to you and which allows you to access the Service Platform and to manage your Services.

Our Services and Service Platform

Our Services

The description of each Service is outlined in the Service Description, and the specific General Terms and conditions governing each Service are set out in the Service Terms. We offer support as outlined in the relevant Service Description or at our discretion.

Our Services are provided through use of the Service Platform, which also includes the Service Dashboard and the Service API.

Access to the Service Platform

You will have access to the Service Platform during the term of your subscription to a Service, in the form of access to the Service Dashboard and the Service API.

You may only use the Service Platform for its intended purposes in connection with your use of a Service, in a manner consistent with normal standards for fair and acceptable use, and through the use of your User Account. Your subscription to a Service is personal, and any form of redistribution or sharing of a Service or the Service Platform, whether directly or indirectly and for whatever purpose, shall be prohibited unless explicitly permitted by our Agreement.

While we will make every effort to maintain the availability and functionality of the Service Platform and provide the Services, you agree that they are provided on an “as is” and “as available” basis. We will strive to keep you informed of any scheduled maintenance of the Service Platform, as well as any significant disruptions to its operation.

You are responsible for the contents, accuracy, and correctness of any information that you submit to the Service Platform. Any registration made or action taken through your User Account shall be deemed as provided, agreed, and signed electronically by you. Your requests are not binding on us unless explicitly confirmed by us through written notice, or by us effecting the request for your User Account.

The Service Dashboard sets out the options and configuration alternatives available to you for a Service. We do not guarantee the availability of any particular options or alternatives, other than those necessary to provide a Service in accordance with the Agreement. We reserve the right to restrict access to certain functionality, and to vary the options and alternatives available to individual users, based on their applicable subscription alternatives, user privileges, and other relevant parameters, unless this would entail a breach of any explicit obligation under the Agreement.

You must refrain from any actions aimed at manipulating or circumventing the intended operation and limitations of the Service Platform by normal and good faith use. Any actions deviating from this will be deemed invalid and void, irrespective of whether you receive an error message or similar notification upon submission.

User Account and authorizations

You must register a User Account to access and use the Service Platform. You must provide the information required during the registration process, and update the information in the User Account as necessary to keep it accurate, current, and complete at all times. Upon our request you must also provide us with and any additional information that we may be required to collect under applicable law and regulations, or as otherwise reasonably required by us to provide the Service. We shall be entitled to rely on any information received from you without any further investigation or verification by us.

You may authorize certain individuals to access and manage the User Account on your behalf, as authorized users, provided that any obligations under the Agreement shall be deemed to extend to all users of your User Account and that you shall assume liability for actions and omissions of any individuals using your User Account as your own.

You must notify us immediately if you suspect that your User Account or credentials have been compromised. Upon receiving such notification, we may suspend your User Account or take such other corrective actions as are agreed with you. We shall not be liable for any misuse of your User Account that resulted from your negligence or circumstances outside of our reasonable control.

Connection to the Service Platform

You are responsible for providing and maintaining any digital infrastructure required to connect to the Service Platform, or to otherwise utilize or configure our Services, as further set out in the Service Description and/or the Service Terms.

You are responsible for establishing and maintaining any necessary connections between the Service Platform and any external computer facilities, including your digital infrastructure, and for configuring any such connections as required.

Monitoring and security

We may monitor, collect, and utilize information related to your usage of the Service Platform for various purposes, including compliance monitoring, cybersecurity purposes, enhancing the quality of our services, and developing new services.

We may temporarily suspend or limit your access to the Service Platform if we suspect that your connection disturbs the operation or integrity of the Service Platform, that your User Account has been compromised, or that your connection to or use of the Service Platform is otherwise incompliant with the Agreement. In such cases, we will notify you of the reasons for the suspension or limitation and guide remedial actions you can take to resolve the issue and restore full access.

Changes

You may request changes to your subscription for a Service, to the extent that we offer various alternatives for that Service, subject to any commitment periods or similar that we may have agreed. You may also suggest or request other changes to a Service, but we shall have no obligation to follow such requests. Changes requested by you shall only be considered accepted by us when they have been confirmed by us in writing, or otherwise have been implemented by us in our delivery of the Service to you.

Changes to the Service Platform, including any updates, changes, additions, and removals of functionality, will occur periodically. We will notify you of any material changes in advance, and endeavor to minimize disruption to your use of the Service. You are responsible for making any adjustments or changes to your digital infrastructure that are necessitated by any updates to the Service Platform.

Prices and payment

You shall pay the prices set out in our Pricing Schedule. Our prices exclude any Sales Tax applicable to our provision of a Service to your country of residence or establishment, as declared to us. Any such charges will be added where required by us. You are responsible for paying any additional taxes and levies imposed on you through the use of our Services.

We may amend our prices at any time by written notice to you, provided that we shall not be entitled to increase or introduce new fees on existing Services with less than 30 calendar days prior notice. Subject to the foregoing, changes in prices will take effect from the time specified by us in the notice.

Except as otherwise specified in the Price Schedule, all fees and other amounts owed to us shall be invoiced and payable every month, and any amounts due must be settled within 14 days of receiving the invoice from us. You consent to receiving invoices and receipts from us in an electronic format.

Your payment obligations for a Service shall not be affected by any unavailability, or suspension, of your access to the Service Platform or our provision of a Service, provided that this does not result from a breach of the Agreement by us.

We may offset any amounts owed to you by us against any amounts owed by you to us. You will be responsible for any due amounts that exceed our offset. We may withhold payments to you to the extent reasonably required to secure a claim from us under the Agreement.

We shall be entitled to charge interest on overdue invoices at the rate of 10% per year above the applicable Euribor monthly rate, as published by the European Money Markets Institute and updated for each calendar month.

Term and termination

Our provision of a Service starts on the Commencement Date and ends on the End Date unless otherwise agreed. If no specific Commencement Date or End Date has been agreed, our provisions of the Service to you shall commence as soon as you have ordered the Service and we have taken the necessary steps to activate the delivery of the Service, and end when terminated in accordance with the Agreement.

Any Service that is offered on a subscription period basis will, unless otherwise explicitly set out in the Agreement, be renewed automatically for a period corresponding to the original subscription period, and the End Date shall be correspondingly extended. You must provide written notice to us no later than 14 days before the current End Date if you wish to cancel such automatic payment.

You have the right to cancel a Service at any time, by written notice to us, by written notice or through the account management features of the Service Dashboard where available. A cancellation of a subscription-based Service will take effect at the end of the current billing period. If we have agreed on a specific commitment period or similar restrictions for a Service, the cancellation will not become effective until the commitment period expires.

We may terminate or suspend the provision of any free or trial services at any time subject to notice to you.

We may terminate the Agreement for the affected Service, or for all Services you subscribe to irrespective of the agreed term, or temporarily suspend your access to a Service or the Service Platform (or parts thereof), if any of the following situations occur:

  1. You fail to meet any payment obligation towards us when due;

  2. You are in breach of any term or condition of the Agreement, and fail to cure the breach within such reasonable deadline as set and notified by us;

  3. We have reason to suspect that it would be illegal for us to provide the Service to you, or we determine that there is a risk that our provision of the Service to you could expose us to any regulatory breach or liability to third parties.

  4. We have reason to suspect that you may be using a Service for fraudulent or illegal purposes, that your use of a Service involves unusual or suspicious transactions, or that the continued provision of a Service to you would entail a reputational risk to us;

  5. We decide to discontinue the Service, or the relevant functionality of the Service Platform, provided that our termination or suspension may not take effect until the expiration of the relevant notification period for such amendments under the General Terms; or

  6. If required to adhere to any applicable law or regulation, or any court or governmental order in accordance with such law.

In the event of a suspension, we will take steps to investigate the cause of the suspension further and may restore or continue to suspend your access at our discretion. Where the reason for a suspension is a payment failure, your access to the Services will only be restored after we have received full payment of all amounts due. A suspension may be followed by a termination if the situation persists without remedy, but we may also exercise termination directly.

Either of us may terminate the Agreement in the following situations:

  1. Where such termination right is set out in any part of the Agreement;

  2. The other party is in material breach of the Agreement, and fails to cure the breach within 30 days of being notified of by the other party of the breach and its intent to terminate;

  3. The other party becomes the subject of any voluntary or involuntary proceedings in bankruptcy, liquidation, dissolution, receivership or similar action for the benefit of the creditors.

Upon the effective termination of the Agreement, for any reason, we will cease delivering the Service to you immediately, and your rights of access to the Service Platform shall be revoked. Any rights and obligations accrued up to the termination date, or that arise out of our Services following the termination date, shall remain valid and enforceable until fulfilled or otherwise discharged. We reserve the right to withhold payments to you post termination if it is reasonably determined buy us that we might incur losses resulting from your actions or any other legal risks associated with you.

Limitation of liability

We shall not be liable for any failure by us to comply with the Agreement due to circumstances beyond our reasonable control, nor shall we be liable for any circumstances that do not constitute a breach by us of the Agreement.

We shall not be liable for any consequential, indirect, or special losses, including loss of profit, loss or corruption of software, computer equipment, or data, loss of production, loss of opportunity or harm to reputation, or loss of goodwill.

Our aggregate liability for a Service shall not exceed the total fees paid by you to us for the relevant Service during the 12 months immediately preceding the first incident giving rise to your claim.

The remedies provided in this Agreement shall be your sole remedy for any breach of contract by us.

Intellectual property rights

Subject to the General Terms and conditions of our Agreement, including its terms, you are granted a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable right to use the Service Platform in connection with your use of a Service.

Apart from the rights expressly granted to you in our Agreement, you shall not acquire any title, rights of ownership, or intellectual property rights of whatever nature from us. You acknowledge that any intellectual property rights in and to our Services and the Service Platform are and shall remain vested with us or the relevant third-party licensor.

For us to provide the Services to you, and to exercise our rights, remedies, and obligations under the Agreement, you grant us a royalty-free, non-transferable, non-exclusive license to use, copy, and otherwise utilize any data or information provided by you or on your behalf to us, whether uploaded or otherwise inputted to the Service Platform or in any form and by any means. This also includes the right to sublicense such rights to any of our suppliers as deemed necessary by us. You warrant that such use of such information by us, or our authorized nominees, will not infringe on any third parties' rights, and you agree to indemnify and hold us harmless against any claims, damages, or losses arising from your breach of this warranty.

We may use any feedback relating to the Service Platform or the Services provided by or on behalf of you for any purpose without limitation or any obligations towards you. You shall grant or procure for us a corresponding license to any feedback provided by third parties on your behalf.

You undertake to execute all such documents and do such things as we may reasonably consider necessary to give effect to the ownership of Intellectual Property Rights in accordance with our Agreement.

Personal data

Any personal data that we collect or generate as part of the Services will be processed in line with our Privacy Policy, which explains what information we collect and hold about you, and how we collect, store, use and share such information. If you provide personal data to us concerning another person, you warrant that you have valid and legal grounds for such processing of such personal data, including its transfer to us.

Unless otherwise agreed and mandated by applicable law, we will assume the role of data controller for any personal data received from you as part of the Services. You warrant that you will process any personal data received from us in accordance with applicable legislation and any applicable legal arrangements in place between us.

Confidentiality

We shall maintain the confidentiality of any information received from you in connection with the Services and shall not, without your prior written consent or as allowed by this Agreement, disclose or copy such information to any third party.

You shall maintain the confidentiality of any information received from us about us, the Services, and the Service Platform, and shall not without our prior written disclosure, copy, or modify such information to any third party.

The above confidentiality obligations shall not apply to information or disclosures that:

  1. is or comes into the public domain through no fault of the receiving party;

  2. is lawfully received from a third party free of any obligation of confidentiality at the time of its disclosure;

  3. a receiving party can prove has been independently developed by it, with effective information barriers to safeguard the relevant confidential information;

  4. are required by law, by court or governmental or regulatory order to be disclosed, provided that disclosure is limited to what is necessary to adhere to such obligations and that the disclosing party is informed thereof as soon as possible and permissible; or

  5. are required to provide the Services to you, or to exercise or enforce any rights, remedies, and obligations under the Agreement.

We shall also be entitled to disclose information received from you to any of our suppliers, to the extent that we deem this necessary for our delivery of the Services to you, provided that such suppliers undertake customary obligations of confidentiality towards us.

These confidentiality obligations are not intended to limit any confidentiality imposed by applicable law.

Changes to the Agreement

We may at any time, unilaterally and at our sole discretion, update the General Terms, the Service Terms, the Service Description, and other document that is part of the Agreement, except for the Order Form. We will notify you of any such changes by email or any other reasonable means we choose. The updated documents will replace the previous version(s) in our Agreement after 30 calendar days from our change notification, or such later date specified by us in the change notification.

Changes to the Order Form require your consent and signature and may encompass modifications to an existing Service or the ordering of additional Services in accordance with our offering. Requests made by you through the Service Dashboard will satisfy this requirement, but they shall not be binding on us until they are explicitly confirmed buy us through written notice or by implementing the relevant request for your User Account.

You may select to terminate our Agreement for all affected Services if a unilateral change by us has a material negative effect on a Service. To exercise this right, you must provide written notice at least 10 calendar days before the update takes effect, including a description of the negative impact prompting your decision, and we must fail to either reasonably dispute your claim or to reasonably remedy the situation. Upon such termination, you will receive a refund of any prepaid fees for the terminated Services, subject to any rights of retention that we might have under the Agreement.

Assignment and subcontracting

We are entitled to utilize third-party services in our provision of the Services. This includes utilizing third-party software, platforms, or providers to facilitate our provision of the Service Platform or the Services. We may provide further information about our subcontractors upon request.

We may transfer any of our rights and obligations under the Agreement to a third party upon written notice to you. You may not transfer your rights or obligations under the Agreement without our prior written consent.

Communications

You consent to receive electronic communications from us concerning the Agreement and any aspect of our Services. All notices, documents, and other communications provided electronically will be considered equivalent to written communications. You also agree to the use of electronic signatures.

Communications sent to the email address you have registered in your User Account will be regarded as having been delivered to you once transmitted. You must ensure that our communications are not obstructed by spam filters or similar barriers.

Communications from you to us should be directed to our customer service team, as detailed on our website. Unless specifically stated or agreed upon in separate General Terms, we do not acknowledge communications sent through channels other than those designated for customer service.

Miscellaneous

The Agreement shall constitute the entire agreement between us and supersede all previous agreements, understandings, and arrangements between us in respect of its subject matter.

If any part of the Agreement is or becomes illegal, invalid, or unenforceable, the legality, validity, and enforceability of any other provision of this Agreement shall not be affected.

No failure, delay, or omission in exercising any right, power, or remedy provided by law or under the Agreement shall operate as a waiver of that right, power, or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power, or remedy.

We are separate entities and not partners or agents. Except as expressly provided for in the Agreement, this Agreement does not establish any joint venture, trust, fiduciary, or other relationship between us beyond the contractual relationship, nor shall any of us have authority to represent the other or make any commitments on its behalf.

The Agreement confers rights solely upon the parties involved and does not intend to grant or imply any rights to third parties.

Governing law and jurisdiction

The laws of Norway shall govern the Agreement and any disputes arising from it.

Any dispute shall be finally settled by arbitration in accordance with the Rules of the Arbitration and Dispute Resolution Institute of the Oslo Chamber of Commerce in force at any time. Either party may seek immediate judicial intervention before any competent court to obtain provisional or injunctive relief.