TERMS & CONDITIONS

1. DEFINITIONS 

2. THE SERVICE 

3. CUSTOMER OBLIGATIONS 

4. DATA AND DATA COLLECTION 

5. TRANSACTIONS THROUGH THE PLATFORM 

6. DATA PROTECTION 

1. DEFINITIONS 

«Subscription» means the subscription to the Platform selected by the Customer in its Order, which specifies the number of locations and functionality, as well as the level of customer support. 

«Administrator» means the Authorized User appointed by the Customer to administer the Customer’s Customer Account. 

«Authorized User» means the persons the Customer has authorized to use the Platform.

«Agreement» means this agreement, consisting of the General Terms & Conditions, the Terms of Use (https://www.loopfront.com/terms-of-use) and the Order, along with any appendices and other additions attached to the Agreement.

«Agreement Date» means the date the Customer placed an Order.

«Term» means the period from the Agreement Date continuing until the termination of the Agreement.  

«Order» means the Customer’s activation of the Service or purchase of the Service, either through (i) submitting an order form on the internet («Online Order») or through (ii) signing a written order form («Order Form»).

«User Account» means the Authorized User’s account to the Platform. 

«Intellectual Property Rights» means any and all intellectual property and intellectual property rights  in any country or jurisdiction in the world, whether registrable or not, including but not limited to,  patents and patent applications, trademarks, design, patterns, copyrights, publishing rights, trade secrets, formulas, technical drawings, rights in Confidential Information, databases, algorithms, software, source codes, object codes, computer program (including the Platform), logo, domain name, goodwill, company name, know-how, regardless of the form or medium through which the foregoing is generated or made available and regardless of whether or not existing upon the time of signing the Agreement or arising or is recognized thereafter. 

«Confidential Information» means all non-public information regarding Loopfront’s business, business affairs, products and services, regardless of the form or medium through which the foregoing is made available, and whether or not the information is marked as confidential, as well as any and all information regarding Loopfront’s Intellectual Property Rights.

«Customer» means the legal entity referred to as the customer in the Order. Upon an order of a Subscription, the Customer is referred to as the «Subscription Customer». Upon an order of a Project, the Customer is referred to as the «Project Customer». 

«Customer Data» means all information and data uploaded to the Platform by any Authorized User, including information regarding the Customer’s materials (i.e. the reusable building materials, furnishings and inventory etc.).

«Customer Account» means the Customer’s account to the Platform, administered by one or several Administrators. 

«Loopfront» means Loopfront AS, with registration number 921 471 564 and registered business address Bassengbakken 4, 7042 Trondheim, Norway. 

«Party» means either Loopfront or the Customer, collectively referred to as the «Parties». 

«Personal Data» has the meaning as defined in the GDPR.

«Data Protection Legislation» means the EU legislation Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) («GDPR») and other applicable data protection legislation supplementing the GDPR.

«Platform» means the interactive, digital platform for the overview and reuse of building materials, furnishings and inventory, as well as secure trading of such materials and objects, made available as a web application on the internet.  

«Project» means a project of the Project Customer that necessitates use of the Platform for the purpose of creating an overview of building materials, furnishing and inventory, as well as utilizing other services offered via the Platform, for one specific location/a specific building. Thus, the Project Customer may only establish one [data area/data room] in connection with the project, as opposed to a Subscription where the Subscription Customer is granted the opportunity to establish several [data areas/ data rooms]. Access to the Platform shall be cancelled when the Project is concluded. 

«Service» means the access to and use of the Platform in accordance with the selected Subscription or Project specifications, as well as support services and any additional services as further described in the Order and/or a written offer to the Customer. 

2. THE SERVICE 

Loopfront shall deliver the Service to the Customer in accordance with the terms of the Agreement. Loopfront grants the Customer and its Authorized Users a non-exclusive, non-transferable and non-sublicensable right to use the Platform solely for the Customer’s  business needs, in accordance with the  Agreement.

If the use of the Platform surpasses the limits for the elected Subscription, the Subscription Customer will automatically be transferred to the next Subscription level with a correspondingly increased payment obligation pursuant to the new Subscription level. 

If the Project Customer wish to make any amendments in a Project, for example by extending the term of the Project, the number of material cards and locations, increase of the Project areal, additional Authorized Users or other functionalities, the Project Customer shall request Loopfront for an additional order. Loopfront may, at its sole discretion, choose to submit an offer to the Project Customer containing information regarding what extensions and additions that may be offered and the price of such amendments/extensions. The offer shall be submitted in writing to the Customer, and the Customer must accept the offer within 5 business days after receipt of the offer. 

The Platform shall have an availability level of 98%, measured based on the average uptime for the last three months in the hours between 08.00-16.00 (CET/CEST), Monday through Friday, unless Loopfront is carrying out maintenance as notified in advance.     

3. CUSTOMER OBLIGATIONS 

The Customer shall establish a Customer Account to access the Platform, in accordance with the Terms of Use. Additionally, any Authorized User must create an individual User Account. The Customer shall ensure that the usernames and passwords to both the Customer Account and User Accounts are kept confidential and not shared with any third party. 

The Customer is responsible for and shall ensure that all Authorized Users use the Platform in accordance with the Terms of Use. The Customer shall immediately notify Loopfront of any unauthorized use of the Platform and of any loss or misuse of the passwords or usernames.

The Customer is responsible for and shall ensure that the Customer always has the necessary equipment to use the Platform, including the necessary hardware, software and network connectivity.

The Customer shall not: 

1. use the Platform or results derived therefrom in violation of any law, regulation or the Agreement, or in any manner that may damage or impair the Platform; 
2. sell, license or in any way transfer or make available the Platform or results/content therefrom to any third party without the consent of Loopfront;
3. copy, reproduce, decompile, disassemble or in any other way attempt to extract Confidential Information about or from the Platform. 

4. DATA AND DATA COLLECTION 

4.1 Ownership rights to Customer Data 

The Customer, or a third party from which the Customer derives its rights, has the ownership rights to the Customer Data.  Upon completion of a transaction through the Platform, the ownership right to the relevant part of the Customer Data is transferred to the acquirer.

4.2 Responsibility for Customer Data  

The Customer is responsible for the legality, content, accuracy, quality and maintenance of the Customer Data.  The Customer is responsible for collecting, indexing and filtering the Customer Data. Thus, Loopfront makes no warranties and disclaims all liability relating to the content of the Customer Data

The Customer shall ensure, and warrants to Loopfront, that: 

1. the Customer Data (including storage and transfer of the Customer Data) is compliant with applicable law; and 
2. the Customer has the right to hand over and use the Customer Data in connection with use of the Platform.

4.3 Transfer of Customer Data 

Upon conclusion or termination of the Service, the Customer may export the Customer Data itself. Alternatively, Loopfront may assist the Customer in export of the Customer Data upon additional payment. The Customer has no right to receive any other information generated through the Platform unless the Customer, or a third party from which the Company derives its rights, has a valid Subscription to the Platform. 

Upon a transfer of materials to an external third party as acquirer, the relevant part of the Customer Data shall be transferred to the acquirer's Customer Account (provided that the acquirer has a valid Subscription to the Platform).

The Customer shall pay the at any time applicable hourly rates for Loopfront's assistance in connection with a transfer, delivery and/or export of Customer Data.

4.4 Right of use of Customer Data  

Loopfront has a right to retain a copy of the Customer Data for internal use and for the purpose of delivering the Service. This includes, amongst other things, a right for Loopfront to: 

1. Use Customer Data in connection with training and further development of the Platform; 
2. Show and grant access to Customer Data to third parties via the external marketplace; and 
3. Develop a database with data on materials. The database may be visible to other customers and partners of Loopfront. Loopfront retains a right to sell, license or in any other way transfer or grant a right of use to the database to third parties. The rights pursuant to this clause 4.4 (iii) only pertains to Customer Data in the form of data on materials, and not locations data or other Customer Data. 

Upon conclusion or termination of a Project or a Subscription, Loopfront retains the right to keep and maintain all the Customer’s [data area(s) / data room(s)] including all Customer Data. 

Loopfront has a right to collect and use all data (except the Customer Data) related to the use and performance of the Platform and associated systems and technologies in connection with the delivery of the Service. During and after the Term, Loopfront shall have the right to use such data and information to improve or further develop the Platform and for other diagnostics and corrective measures in connection with the Platform or Loopfront's business, as well as for the sales and marketing of Loopfront and the Service.

 

5. TRANSACTIONS THROUGH THE PLATFORM 

The Customer is free to buy and sell materials outside of Loopfront's external and/or publicly available marketplace. The provisions in “5 Transactions through the Platform” apply only to materials that the Customer has listed on Loopfront's marketplace, and Loopfront is entitled to a commission on completed sales.

Upon purchase and sale of materials through the external marketplace on the Platform, the Customer is obligated to and shall ensure compliance with the provisions regarding transactions through the Platform in the Terms of Use. 

 

The Customer is obligated to state the actual market value of the materials put up for sale on the external marketplace on the Platform, cf. the Terms of Use clause 3.1, and shall carry out and register any and all sales via the Platform cf. the Terms of Use clause 4.3. 

 

Upon completion of a transaction through the external marketplace on the Platform, Loopfront is entitled to a commission from completed sales mediated through the Platform (unless otherwise explicitly agreed). The commission is calculated based on the achieved purchase price. 

 

Any breach of the Customer’s obligations pursuant to this clause 5, including (i) evasion or failure to register a sale through the Platform, or (ii) manipulation of the purchase price for the purpose to avoid or reduce the payment of commission to Loopfront, shall be considered as a material breach of the Agreement, cf. clause 10.1. Any breach of this clause 5 shall be compensated with liquidated damages per breach equal to: 

 

1. NOK [25 000] for materials in the price range of NOK [0] to [100 000]; and 
2. NOK [50 000] for materials in the price range NOK [100 000] and up, 

 

with the addition of any loss that Loopfront incurs that surpasses the liquidating damages for the relevant breach of Agreement. 

 

6. DATA PROTECTION 

 

Loopfront will process Personal Data in accordance with the Data Protection Legislation.

 

If Loopfront processes Personal Data collected from the Customer or the Authorized Users, Loopfront's privacy policy (https://www.loopfront.com/privacy-policy) shall apply.

 

7. INTELLECTUAL PROPERTY RIGHTS 

All Intellectual Property Rights to the Platform/Service and the content of the Platform/Service, except for Customer Data, shall exclusively vest with Loopfront. 

 

The ownership rights to any development, improvement, modification or expansion of the Platform/Service and all associated Intellectual Property Rights, delivered or developed by Loopfront alone or with contributions from the Customer, the Authorized Users, or the Customer’s customers, shall exclusively vest with Loopfront. 

 

The Customer shall not do or omit anything which, indirectly or directly, may weaken the protection of or ownership rights to Loopfront’s Intellectual Property Rights. 

 

The Customer shall immediately notify Loopfront upon receipt of any notices or demands from a third-party regarding infringement of said third party’s Intellectual Property Rights due to the Customer’s use of the Platform or the Customer Data. The Company shall provide any necessary assistance to Loopfront in connection with protection against such claims.

 

If  a court of justice concludes  that  the  use  of  all  or  parts  of  the  Platform  or  the  Customer  Data  constitutes  an  infringement a of  third party’s  Intellectual  Property  Rights,  Loopfront  reserves  the  right,  at  its  sole  discretion,  to  implement  one  of  the  following  options:  (i)  furnish  the  Customer  with a  right  to  continue  to use  the  Platform,  (ii)  modify  the  Platform  so  that  the Customer’s use  of  the  Platform  no  longer  constitutes  an  infringement,  (iii)  replace  the  Platform  with  a  service  that  has  similar  functionality  and  performance,  (iv)  delete  the  Customer  Data,  or  (v)  if  Loopfront  finds  that  none  of  the  above  alternatives  are  commercially  reasonable,  terminate  the  Agreement.

 

The above is a complete list of the available legal remedies that the Customer may enforce in connection with a claim that use of all or parts of the Platform or the Customer Data constitutes an infringement of a third party’s Intellectual Property Rights.

8. PRICES AND TERMS OF PAYMENT 

All prices and fees for the Service are stated exclusive of VAT. The Customer is responsible for the payment of all taxes and fees related to the Service.

 

All prices, including Loopfront’s hourly rates, may be adjusted annually in accordance with the Norwegian consumer price index (CPI), with effect from January 1^st each year. 

 

Loopfront also has the right to and may annually implement adjustments of its Subscription fees with effect upon renewal of the Subscription Customer’s current Subscription term. If the Subscription Customer does not whish to renew its Subscription due to the price increase, the Subscription Customer must notify Loopfront within a week after the notice of price adjustment was sent. 

 

Prior to or upon the start of a Subscription or Project, Loopfront will invoice the Customer in advance for the 12-month Subscription fee or for the agreed upon Project fee, as well as the onboarding fee, with a 30-day term of payment unless otherwise explicitly agreed between the Parties.  

 

All ongoing fees, as well as any additional costs in connection with the Service that Loopfront has incurred or that are payable on an hourly basis, including but not limited to costs in connection with add-ons, upgrades, training, consultations and telephone support, are invoiced monthly on the 10^th each month.

 

The Customer shall pay the full amount invoiced by Loopfront within 30 days of the invoice date. In the event of overdue payment, the statutory overdue payment interest accrues (cf. Act of 17 December 1976 no. 100).

 

If Loopfront has incorrectly invoiced the Customer, the Customer shall notify Loopfront within the due date of the relevant invoice. Loopfront shall assess the legality of the invoice within 5 days of receiving such notification from the Customer. If the invoice is incorrect, Loopfront shall make the relevant adjustment and/or credit the invoice. The Customer loses the right to demand adjustment/crediting if the Customer’s notice is not received by Loopfront within the said deadline.

 

Any complaints, demands or notifications from the Customer regarding non-compliance or defaults in the Service do not exempt the Customer from its payment obligation.

9. TERM AND TERMINATION  

The Agreement and the elected Subscription comes into force at the Effective Date and is binding for all Subscription Customers for a period of 12 months from the Effective Date. The Agreement and the elected Subscription will automatically renew with a new 12-month Subscription period until the Agreement and Subscription is terminated. 

 

The Agreement may be terminated or the Subscription may be adjusted downward with effect from the next Subscription period with minimum 3 month written notice prior to the commencement of the next Subscription period. The foregoing notice period does not apply if the Subscription Customer has terminated the Agreement in connection with a notice of price adjustment within the deadline set forth in clause 8. 

 

For Project Customers, the Agreement shall be binding, and not subject to termination, for as long as the Project is running. 

 

Upon termination of the Agreement: 

 

1. All rights granted to the Customer pursuant to the Agreement shall cease, and the Customer shall cease all activity authorized under the Agreement; and 
2. The Customer shall pay for the Service up until the last day the Service is delivered. All outstanding invoices shall be paid within the due date, cf. clause 8. 

 

The following provisions of the Agreement shall survive termination of the Agreement: clause 4.4 (Right of use of Customer Data), clause 7 (Intellectual Property Rights), clause 11 (Limitation of Liability and Disclaimer), clause 13.5 (Confidentiality) and clause 14 (Governing Law and Dispute Resolution). 

10. BREACH 

10.1 Breach by the Customer 

Loopfront reserves the right to immediately suspend access to all or parts of the Platform of any Authorized Users if Loopfront suspects unauthorized use of the Platform.

 

Loopfront may immediately terminate the Agreement if the Customer:

  

1. fails to make payment in accordance with the Agreement;
2. materially breaches the Agreement;
3. repeatedly breaches the Agreement;
4.  becomes insolvent, is subject to debt negotiations or bankruptcy, or makes any other arrangement regarding   transfers in favor of one or more of the Customer’s creditors;
5. undergoes voluntary or compulsory liquidation of the Customer; or
6. is subject to a change of control. 

10.2 Breach by Loopfront 

If the Service is not delivered in accordance with the Agreement, the Customer shall notify Loopfront in writing within 7 days after the Customer discovered or should have discovered the defect.

 

Upon receival of timely notice, and provided that Loopfront  may reasonably  identify  and  confirm  a  defect  in  the  Service,  Loopfront  reserves  the  right,  at  its  sole  discretion,  to  implement  one  of  the  following  options:  (i)  rectify  the  defect,  (ii)  replace  the  defective  part  of  the  Service  with  a  service  with  similar  functionality  and  performance,  or  (iii)  if  Loopfront  determines  that  none  of  the  above  options  are  commercially  reasonable,  provide  a  (in  Loopfront's  opinion and at Loopfront’s sole discretion)  reasonable  price  reduction  or  terminate  the  Agreement.  The price reduction may be granted as a credit or price reduction of the next invoice.

 

The above mentioned is a complete list of the available legal remedies that the Customer may enforce in connection with a claim that the use of all or parts of the Service is defective.

11. LIMITATION OF LIABILITY AND DISCLAIMER 

The Platform is delivered «as is» and in accordance with what is agreed in writing under this Agreement. No warranties are given in connection with the Platform nor the results or the information produced and mediated through the use of the Platform. Loopfront disclaims any liability related to the Platform’s suitability for a specific purpose or use.

 

The total liability of Loopfront under the Agreement shall in any case be limited to the amount payable for a Project or the current Subscription of the Customer for a 12-month period, exclusive of VAT. 

 

Furthermore, Loopfront hereby disclaims any and all liability for: 

 

1. minor defects, interruptions, or errors of the Platform. 
2. issues or deficiencies in third party applications.
3. losses or expenses due to non-compliance with the regulations for documentation of construction products, including the Construction Products Directive (Council Directive 89/106/EEC) or the European Parliament and Council Regulation No. 305/2011; and
4. indirect losses, including but not limited to loss of profit, loss of revenue, business interruption, loss or corruption of data, loss of business opportunities or reputation.

 

No limitation of liability shall apply to either Party’s breach of the Agreement due to willful misconduct or gross negligence.

12. INDEMNIFICATION 

The Customer shall indemnify and hold Loopfront harmless from all costs, damages, liabilities and expenses that directly or indirectly result from:

 

1. the Customer’s or Authorized Users’ actions and/or omissions in violation of the Agreement and/or applicable law or regulations; and
2. any claims, lawsuits, legal proceedings, assessments, and judgements related to the above.

13. MISCELLANEOUS 

13.1 Assignment 

The Customer shall not assign any rights or obligations under the Agreement or parts thereof without the prior written consent of Loopfront.

 

Loopfront may assign the Agreement to a third party or an affiliate of Loopfront without the consent of the Customer. The Customer will be notified of the transfer within a reasonable time prior to the transfer.

13.2 Amendments 

Loopfront may at any time (i) revise the Terms of Use and the Privacy Policy, and (ii) upgrade, change, improve and/or discontinue features in the Platform.

 

Loopfront will notify the Customer of discontinuation of features and/or material changes to the Platform, the Terms of Use or the Privacy Policy.

13.3 Severability 

If any parts of the Agreement are deemed invalid by a legally binding judgement or set aside on other grounds, the remaining parts of the Agreement shall continue to apply according to its wording between the Parties. 

13.4 Conflict of documents 

In the event of a conflict between the General Terms & Conditions and the other contract documents that constitute the Agreement, the General Terms & Conditions shall take precedence, unless otherwise agreed in writing between the Parties. 

 

The Agreement replaces and surpasses any former agreement between the Parties regarding the Service. 

13.5 Confidentiality 

During the Term and after termination of the Agreement, the Customer shall keep all Confidential Information strictly confidential and shall not disclose Confidential Information to any third party.

 

Exempted from the confidentiality obligation are all or parts of the Confidential Information of which the Customer is required by law or legal decision/resolution to make public, or which becomes publicly known without this occurring in breach of a statutory or contractual obligation of confidentiality.

 

The Customer shall delete or return to Loopfront all Confidential Information and any copy of Confidential Information immediately after the Agreement is terminated, or if Loopfront requests it. The Customer shall, if Loopfront so requires, confirm in writing to Loopfront that all Confidential Information has been deleted or returned.

13.6 Force Majeure 

Neither Party shall be responsible for any delay or non-fulfillment of the Agreement caused by an event beyond the Parties’ reasonable control, which the Party could not have taken into consideration at the time of entering into the Agreement (a «Force Majeure Event»). Such Force Majeure Events include, among other, malfunctions or failures of the internet or public telecommunications network, data breaches and attacks and other forms of software attacks, power failures, disputes affecting third parties, changes in laws, government orders, natural disasters, explosions, fires, floods, riots, terrorist attacks and war.

 

In the event of a Force Majeure Event, the affected Party shall submit written notice of such event to the other Party and use all reasonable efforts to resume performance of its obligations under the Agreement. The obligations and rights of the affected Party shall be postponed day by day in accordance with the time of the Force Majeure Event.

 

Each Party may terminate the Agreement if the Force Majeure Event continues and lasts for more than 3 months. No Force Majeure Event shall excuse any of the Parties’ payment obligations pursuant to the Agreement.

13.7 Subcontractors 

Loopfront may use subcontractors to fulfill its obligations under the Agreement.

 

13.8 Legal status

Nothing in this Agreement is intended to create a separate legal entity in the form of a partnership, joint venture, etc. that would impose liability on one Party for the other Party’s actions or omissions, or to give any Party authority to act with binding effect on behalf of the other Party.

13.9 Publishing and marketing 

The Customer accepts that Loopfront may use the Customer’s name, the Customer Data and information about the Customer’s relationship with Loopfront in Loopfront’s marketing.

14 GOVERNING LAW AND DISPUTE RESOLUTION 

The Agreement is governed by the laws of Norway. 

 

Any conflicts, disputes and claims in connection with the Agreement shall be resolved by the ordinary courts of Norway, with Oslo District Court as agreed legal venue.