General Terms and Conditions of Wisefish

These Terms and Conditions apply to all commercial transactions and agreements of Wisefish ehf., Katrinartun 4, 105 Reykjavik, ID no. 461221-0330 (hereinafter “Wisefish” or the “Company”) with customers of the company. The Company’s customers can either be business entities or consumers.

These Terms and Conditions, together with, as applicable, special terms and conditions, a service agreement and annexes to such an agreement, constitute the entire agreement concluded between the parties. If the provisions of these Terms and Conditions conflict with provisions that can be found in the special terms and conditions and/or the service agreement and its annexes, the provisions of the latter shall take precedence over these Terms and Conditions.

In other respects, a deviation from these Terms and Conditions is not considered to be approved by the Company unless the Company has granted its written approval thereof.

An agreement is considered concluded between Wisefish and the customer when the parties have signed a service agreement, the customer has accepted special terms and conditions, or Wisefish’s offer of services within the validity period of such an offer, or when the customer starts using Wisefish’s services.

If the validity period of the agreement is not stipulated in the agreement itself, it shall be valid for an indefinite period of time until it is terminated, cf. Article 1.3 in these Terms and Conditions.

Provided that a notice period is not stipulated in an agreement between Wisefish and the customer, the notice period shall be three months and the termination shall take effect at the end of the month.

Wisefish may at any time, without notice and compensation, terminate an agreement with a customer due to a breach of contractual obligations by the customer, unless otherwise stated in these Terms and Conditions, the specific terms and conditions, agreements or legislation. If Wisefish is in business with the customer on the basis of more than one agreement, a breach of one of the agreements grants Wisefish the right to terminate all current agreements with the customer.

At the end of an agreement, for whatever reason, the parties must return to each other within 10 days any property and material, including any type of hardware, network equipment and software, that has been provided and is verifiably owned by the other party or has been assigned to it.

At the end of an agreement, access to Wisefish’s servers and other equipment will be closed immediately, if access to such an equipment is a part of the agreement. The customer is responsible for copying all data which is hosted by Wisefish, before the end of the agreement.

All work carried out in relation to the end of the agreement is charged to the customer according to the Company’s price list.

The customer undertakes to use Wisefish’s software in accordance with these Terms and Conditions and, as applicable, the parties’ agreement or special terms, and also guarantees that it will not intentionally or negligently use the software to violate laws or other legal rights of Wisefish or third parties.

The customer also guarantees not to intentionally send or share data or programs that contain computer viruses that can cause malfunctions or errors in the software or other things that may adversely affect the software and/or its normal functioning.
The customer is unauthorized to transfer, copy, reproduce, modify, decompile, or disassemble the software, unless law state otherwise.

The customer undertakes to follow the instructions of Wisefish, and as applicable third parties, for the use of software and to ensure that the associated hardware complies with applicable requirements.

Software from other parties than Wisefish is sold on the terms of the manufacturer or the owner of the rights. This usually entails the sale of non-transferable, intellectual property rights for limited use, so that the property rights of the software are not sold, but only the right to use it, subject to the restrictions and conditions set by the manufacturer or the owner of the software. Software may not be sold, rented, assigned, or transferred to others.

In cases where the customer entrusts Wisefish with the operation of a software systems, the customer must send Wisefish all notifications received from the manufacturer that concern the system or ensure that the manufacturer does so.

The customer is only allowed to use the number of software licenses, whether it is a software from Wisefish or third parties, cf. Article 2.1 and 2.2, for which he has purchased a license for. The customer is responsible for requesting additional licenses, as applicable.

The customer guarantees to have the required licenses for the use of the software that is in use at any given time on servers, computers, or other systems that Wisefish has provided the customer access to.

The customer must provide proof that the necessary licenses are in place if requested by Wisefish. If the customer does not demonstrate that such licenses are in place, Wisefish is entitled to block the customer’s access until the licenses have been demonstrated. Wisefish can then continue to provide access to systems/equipment using software licenses from or obtained by Wisefish which the customer is obliged to pay for the use of.

In the event of an audit by a third party, the customer must collaborate with Wisefish to demonstrate the correct use of software on the systems to which the customer has access to.

Hosting services refers to Wisefish’s hosting of hardware, electronic data and/or, as applicable, operation of IT systems on behalf of the customer, as further defined in an agreement between the parties.

The customer is responsible for ensuring that the data and information that Wisefish hosts for the customer does not violate the provisions of these Terms and Conditions, legislation, or the rights of third parties. In the event of such violations, Wisefish reserves the right to take actions, e.g., to remove or prevent access to the data or the information.

The customer is strictly prohibited to use, encourage, advertise, mediate, or instruct others to use Wisefish’s hosting services for any illegal or harmful purpose, or for any purpose that violates public decency. The customer is also prohibited to interfere the use of other customers, which, depending on the circumstances, use Wisefish’s hosting services, e.g., do something that causes an abnormally high load on the service, or use the service in a way that adversely affects Wisefish or its business interests.

Charges for Wisefish’s equipment and services are listed prices in the Company’s current price lists, special prices, or other specified contract prices. All prices are quoted without consideration of VAT unless otherwise specially stated.

Equipment and services shall be paid for immediately, unless account transactions have been specially agreed upon. In such cases, Wisefish sends the customer monthly invoices for the sale of services. Wisefish is authorized to invoice contractual services one month in advance. The service that is paid for, according to measured usage is generally invoiced at the end of the month or the beginning of the following month, as long as all the necessary information regarding the usage is available. VAT is added to monthly invoices.

The due date of an invoice is based on the date of issue, but in general the final due date shall be 20 days after the due date. If an invoice or other contractual obligations are overdue, the customer must pay penal interests in accordance with Chapter III of Act no. 38/2001 on Interest Rates and Indexation.

Objections shall be made to invoices without delay and no later than on their final due date. Invoices are otherwise considered approved by the customer. The service fee is nonrefundable.

Additional work is considered all work that does not fall within the scope of an agreement between the parties. Payment shall be made for all additional work that Wisefish performs for the benefit of the customer at the customer’s request, according to the price list or agreed business terms between the parties. If necessary, Wisefish shall be authorized to take action to prevent damage for the customer without the customer’s consent, and such actions shall be treated as additional work.

The minimum fee for additional work is [2] hours during business hours and [4] hours outside of business hours, in accordance with the price list. Business hours are defined between 8-17 on weekdays.

Wisefish reserves the right to change its price lists as necessary at any time. Wisefish reserves the right to change the prices, incl. in accordance with changes in the index rate and/or in accordance with the exchange rate of the ISK against other currencies due to user licenses and equipment that Wisefish pays for in a foreign currency. Such price changes shall in general be notified to the customer with a 30-day notice. In exceptional circumstances, such as in relation to severe currency devaluations, Wisefish is authorized to notify customers of price changes with 3 days’ notice.

The customer must pay for all travel and transportation costs, incl. expenses due to the following, according to the price list:

the cost of transporting equipment from Wisefish’s premises to a requested location,
transport of equipment for repairs
travel costs and travel hours due to services in places where Wisefish does not have staff stationed permanently, trained to service the relevant equipment,
working hours and travel costs for services performed outside the agreed service hours,
working hours during trips and travel, travel expenses and transportation fees, which fall outside of the scope of the agreed service of the equipment,
costs of travel and working hours for equipment covered by the repair and replacement service, and
travel and transportation costs for equipment warranty service, intended for service at Wisefish workshop.

Customers must enable Wisefish to perform the part of the service that takes place at the customer’s workplace and, depending on the circumstances, at a third party, e.g., by providing Wisefish’s staff adequate access to necessary spaces.

Customers are also responsible for providing Wisefish with adequate information so that Wisefish can perform its services. Customers are also responsible for the instructions and orders they give to Wisefish, as well as for the validity of the information provided to Wisefish.

Wisefish is responsible for ensuring that the service and equipment are in accordance with an agreement between the parties, taking into account warranty limitations cf. Articles 8-10 of these Terms and Conditions.

An invoice for an equipment or service is valid as a warranty certificate and the warranty period begins when the equipment is delivered or the service is provided, or at the date of the invoice, whichever comes first. In the case of consumer purchases, the customer is permitted to demonstrate the purchase by other means.

Notifications of defects must be sent to Wisefish via the means of communication described on the Company’s website. The customers of Wisefish loose their right to claim a defect if they do not notify Wisefish of the defect without undue delay after becoming aware of the defect or should have been aware of the defect and its effect.

If the customer does not file a complaint within one year from the day, the customer received the equipment or service, or two years in the case of a consumer purchase or consumer service purchase, the customer cannot later claim the defect. In the case of a product intended for a significantly longer lifespan, the consumer’s notice period for defects is five years.

Customers cannot make any claims, of whatever type or cause, against Wisefish if more than two years have passed since the claim arose.

Any new hardware delivered by Wisefish is warranted for a defined service period. If the warranty period has not been determined, it shall be one year. Equipment that has been sold to consumers shall be under warranty for two years from the date of purchase in accordance with the provisions of Act. no. 48/2003 on Consumer Purchases but up to five years if the hardware or other product is intended a longer lifespan.

Used hardware sold as such is warranted for the remainder time of the original manufacturer’s warranty.

Warranty on batteries, incl. batteries in laptops, is one year, as such products generally last for less than two years.
Although the warranty period is less than two years, the deadline for the consumer to report a defect is generally two years.
Warranty covers manufacturing defects that can be proven in the product during the warranty period, as well as repairs and replacements, including spare parts and technician work hours.

In cases where Wisefish deems it necessary to implement technical changes in the equipment, e.g., for security reasons, due to defects, reduced functionality, etc., Wisefish shall be permitted to do so. Removed equipment units become the property of Wisefish, and Wisefish shall ensure that the functionality of the equipment after changes shall not be impaired.

All services are provided with reservation regarding response time or availability of spare parts in each instance. Wisefish does not warrant that the equipment or service is defect-free, works without operational interruptions, that the software functions correctly, or that all software error and other errors are fixed.

The customer cannot claim warranty service or repair service for damage, incidents or causes that can be attributed to:

that the warranty seal has been broken or an attempt to repair has been made, or the equipment has been tampered with, by someone other than an authorized party (Wisefish or a workshop authorized by Wisefish),
changes in rated input voltage, electricity outage or other external influences,
disconnection, disruption in telecommunications, service, or other disruptions in the operation of the telecommunications network, whether this may have been caused to line faults, faults of connection in stations, or any other causes unless damages can be attributed to intent or gross negligence of Wisefish,
actions or omission of a customer or a third party on behalf of a customer,
incorrect, or bad use of Wisefish’s equipment or services,
use of composed equipment made of units from Wisefish and units from other parties, which Wisefish has not delivered in its entirety,
software that has been installed by the customer or another third party on the customer’s digital environment,
equipment’s functional activity, including software, from manufacturers,
any usage of software or digital data, as well as if such data are unaccounted-for or perish for any reason,
that the instructions of the manufacturer of the equipment and /or Wisefish regarding the use, load, components, or maintenance are not followed, or
that the failure is caused by an incorrect connection to the electrical system or the network, or the failure can be attributed to an unsuitable environment, such as due to dust, temperature or humidity.

Wisefish is not liable for data and its preservation, which may be stored on an equipment. Therefore, before seeking warranty service, the customer must take the necessary measures to protect the software, digital data, and valuables in the hardware and remove (in case of replacement) all portable storage media and other equipment that does not belong to the hardware.

Wisefish does not guarantee that equipment that has been marked „end of life" (EOL) by the manufacturer can be serviced, as this marking means that all support, updates, and security maintenance have been stopped by the manufacturer.

During the warranty period, if the equipment does not function as specified, and Wisefish has not, within a reasonable period, been able to correct faults or replace the equipment with other equipment of similar processing capability, the customer is entitled to return the equipment to Wisefish and have the sales price refunded.

If the customer suffers damage as a result of Wisefish’s services, the customer may be entitled to compensation from Wisefish.

Wisefish’s liability for damages shall however be limited to direct loss and, therefore, does not cover indirect or consequential loss or damages, including operational losses, loss of data which may result from the use of software or the impossibility of using it, loss of profits or goodwill or the customer’s breach of an agreement with a third party. In addition, Wisefish is not liable for damages that cannot be attributed to the intent or gross negligence of the Company or the employees for whom the Company is responsible.

Wisefish’s total liability for damages can under no circumstances exceed the amount that the customers has paid to Wisefish.

In the event that Wisefish cannot fulfil its obligations towards a contracting party due to a force majeure event, Wisefish shall be released from all its obligations during the period in which the force majeure event lasts, and the contracting party has no right to apply default remedies towards Wisefish, including claims of refund, discount, damages, cancellation, and termination.

A force majeure event means an event or circumstances not within Wisefish’s control, provided that Wisefish could not overcome such events by applying reasonable remedies. Without limiting the generality of the foregoing , such events and circumstances shall, i.a. include war, rebellions, sabotage, riots, epidemics, natural disasters, actions of administrative authorities, e.g. in the field of foreign exchange or commercial matters, trade embargos, port embargoes, general transportation barriers, prohibition of import/export, energy shortage, any kind of cyber-attacks, uncontrollable events in relations with subcontractors and suppliers and any kind of similar instances that disturb the fulfilment of Wisefish’s obligations, including if suppliers or service providers cannot fulfil its obligations towards Wisefish on the basis of a force majeure event which results in Wisefish not being able to meet its obligations towards a contracting party.

If a force majeure event happens Wisefish shall notify the customer of such an event as soon as possible. Should a force majeure event last for a continuous 30 days or more, from the date of the notice, Wisefish may terminate or cancel an agreement with the contracting party without further notice and without being hold liable.

Wisefish reserves the right to stop providing and, depending on the circumstances, to terminate services to the customer in the event of default by the customer.

In addition to Wisefish’s other rights, the Company is authorized, without prior notice to the customer, to:

remove material from hardware or other equipment that is in breach of law and regulations,
withhold services and decline the customer of further purchase of equipment if an invoice has not been paid within 30 days from its final due date,
deny the customer access to data stored in Wisefish’s equipment/environment if an invoice has not been paid within 60 days from its final due date,
erase the data of the customer stored in Wisefish’s equipment/environment if an invoice has not been paid within 150 days from its final due date.

Both contracting parties may terminate the agreement without notice as a result of gross negligence on behalf of the other party, in accordance with general rules.

Furthermore, Wisefish may exercise all default remedies, incl. termination, if:

the customer does not pay Wisefish’s invoice within 30 days from the final due date,
the customer does not fulfil its contractual obligations to Wisefish within 30 days from the date of a written notice from Wisefish challenging the customer to fulfil its obligation,
the customer uses equipment by other means than described in the terms of use or other issued instructions regarding its use,
the customer uses equipment in excess of the limits defined by Wisefish as maximum use over a specified period,
the customer enters into bankruptcy proceedings, is granted an authorisation to enter into financial reorganisation or to seek a composition of creditors, or
if people other than Wisefish’s personnel have serviced the particular equipment without the prior approval of Wisefish.
Among the default remedies that Wisefish can exercise if the customer has failed to fulfil its obligations towards Wisefish, incl. in the above-mentioned manner, is to:
cancel or terminate the agreement in part or in whole,
seize software or other equipment or make it unusable, and
collect all due and unpaid payments, in accordance with the agreement in question.

Notification of termination must be in writing and sent in a verifiable manner.

If Wisefish terminates an agreement, the customer must pay accrued fees and all Wisefish’s costs in accordance with the agreement. The customer shall indemnify Wisefish for any expenses and loss of income which Wisefish may incur due to the customer’s non-compliance with the agreement.

The parties must respect as confidential all the information they may obtain as a result of the execution of the parties’ agreement, incl. on the subject of the agreement, the customer’s software system, related software, customers, business connections, operations, activities, financial matters and trade practices of the opposite party. Confidentiality obligations shall survive the termination of the agreement.

In cases where the customer is responsible for the operation of individual system components, the customer must ensure that security measures are implemented in an approved manner and in accordance with best practices. The customer is responsible for the system components operated by the customer.

The customer must immediately notify Wisefish of any security breaches that the customer may become aware of, e.g., hacking attempts, computer viruses, etc. which may cause disturbances or damage the operational environment.

Wisefish emphasizes that all processing of personal data is in accordance with the applicable data protection legislation. Wisefish acts as a data controller within the meaning of Act no. 90/2018 on Data Protection and the Processing of Personal Data regarding the processing of personal data of individuals who do business with Wisefish as well as contacts who act on behalf of companies and other legal entities in business with Wisefish. Regarding Wisefish’s processing of such data, a reference is made to Wisefish’s Privacy Policy, which can be found on Wisefish’s website.

If Wisefish processes personal data on behalf of a customer, e.g., in connection with the IT services that Wisefish provides to customers, the customer acts as the controller for such processing within the meaning of the Data Protection Act and Wisefish as the processor. Under such circumstances, Wisefish’s terms for processing of personal data apply. The terms are available within the before mentioned Privacy Policy on the Company’s website.

These Terms and Conditions shall not affect any intellectual property rights owned or used by Wisefish. All intellectual property rights owned and used by Wisefish regarding the service provided shall be under no circumstances assigned or sold to the customer. Wisefish only provides the customer with a license to use such intellectual property rights.

Intellectual property rights are e.g. any patents, trademark rights, domain or name rights, design rights, copyrights, software license rights and any other intellectual property rights, registered or unregistered.

Wisefish may assign, in whole or in part, its rights and obligations, according to these Terms and Conditions, as well as other agreements between Wisefish and its customers, to a company owned by Wisefish by notifying the relevant customer. Wisefish shall also be permitted to assign its rights and obligations in whole or in part based on these Terms and Conditions to a third party, unless otherwise stipulated in the agreement between the parties. Customers may not assign their rights and obligations without Wisefish’s consent.

Wisefish may outsource projects in connection with the agreement between the parties, in part or in whole, to third parties, to the extent permitted by law and, and the conditions laid out in, the Company’s Privacy Policy.

Wisefish’s contractual relationship with its customers is governed by Icelandic law.
In the event of a dispute between Wisefish and consumers, the dispute can be referred to the Complaints board for goods and services.

In the event of a dispute in other respects that cannot be resolved, the matter shall be resolved by the District Court of Reykjavik.

If any provisions of these Terms and Conditions or the parties agreement are in conflict with mandatory laws and regulations applicable to them or if such provisions are deemed invalid by a court, such provisions shall be reworded in such a way as to minimize the distortion of the original purpose of the parties within the framework of the respective laws and court rulings, and the provisions of the Terms and Conditions and/or agreement of the parties shall otherwise remain in full force.

General Terms and Conditions

1 Business with Wisefish ehf.

1.1 Scope of these Terms and Conditions

1.2 Agreement of the parties

1.3 Termination of an agreement

1.4 Rights and obligations upon termination

2 Sale and use of software

2.1 Use of software

2.2 Third party software

2.3 Customer’s responsibility for software licenses

3 Sale of services

4 Hosting services

5 Payment and terms of payment

5.1 In general

5.2 Additional work

5.3 Changes to the price lists

5.4 Travel costs

6 Customers' obligations

7 Warranty of defects

7.1 In general

7.2 Warranty on hardware and other products

7.4 Warranty services and repairs

8 Exceptions to Wisefish warranty

9 Limitations of liability

10 Force majeure

11 Defaults and default remedies

12 Information and security and confidentiality obligations

13 Data protection

14 Intellectual property rights

15 Wisefish website

16 Miscellaneous

16.1 Customer’s contractual relationship with third parties

16.2 Assignment of rights and subcontractors

16.3 Governing law and jurisdiction

17 Amendments to these Terms and Conditions

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