Terms of Service 

Last updated: 7th of February, 2023 

These Terms of Service (the “Agreement“) have been entered into by and between: 

1. Compose Software AS (“Compose“, “we” or “us“), a private limited liability company registered under the laws of Norway, with registration no. 916 158 378, and
    
2. The customer (the “Customer” or “you“) having such name, address and corporate registration number as set out in the Account 

Compose and Customer are individually referred to as a “Party“, or collectively as “Parties“. 

Table of Contents 

 

1. Background and service description
2. Service Fee and Payment Terms
3. Account information
4. Privacy 
5. Routines for Maintenance 
6. Responsibility for Errors 
7. User content 
8. Termination of the Agreement 
9. Ownership of services 
10. Marketing 
11. Breach of Contract and Limitation of Liability 
12. Suspension of the Service 
13. Third Party Services 
14. Intellectual Property Rights 
15. Waiver of Liability 
16. Force Majeure 
17. Amendments   
18. Confidentiality 
19. No partnership 
20. Assignment 
21. Governing Law 
22. Dispute Resolution 

1 Background and Service Description 

Compose provides The Compose Low-Code Platform and the other websites under all domains operated by Compose Software AS (collectively, the “Sites”). Compose also provides (optional) hosting services, low-code software, tools, and related services (together with the Sites, the “Service”). The Service is offered as a Software as a Service (SaaS). 

 The Service is offered through various plans (“Plan“), with different price structures and included content, as further described under Pricing in the menu. This Agreement applies to all Plans and for any use of the Service. 

 As the Service is offered on a Software as a Service basis, the customer acknowledges that the functionality in the Service may change. The Service is not tied to any specific version of the underlying software. 

 By using the Sites and the Service in any way, you are agreeing to comply with these Terms of Service, our Privacy Policy and any other legal notices or conditions or guidelines posted on the Sites. The Agreement enters into force when Customer ticks off the acceptance button or otherwise starts using the Service and remains in force until terminated in accordance with Section 8 below. Unless your Account is on an Enterprise Plan, this Agreement is the entire Agreement between Compose and Customer. 

 The Service is available for individuals aged 13 years or older. If you are age 13 or older but under the age of 18, or the legal age of majority where you reside if that jurisdiction has an older age of majority, then you agree to review this Agreement with your parent or guardian to make sure that both you and your parent or guardian understand and agree to this Agreement. 

 If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its affiliates, and all users who access the Service through your account to this Agreement, in which case the terms “you” or “your” shall refer to such entity, its affiliates, and users associated with it. 

 2 Service Fee and Payment Terms 

Customer shall as consideration for using the Service pay to Compose such fees as is applicable for the Plan that you use, see Pricing in the menu (the “Service Fee”). All fees and prices are excluding VAT and other public duties and taxes. 

All paid plans must enter a valid payment account. Free accounts are not required to provide payment account information. An upgrade from the free plan to any paying plan will immediately bill you. 

For monthly payment plans, Compose will invoice Customer in advance on a monthly basis for the Service Fee. For annual payment plans, the Service is billed in advance for a one (1) year period. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. 

Payment shall be made no later than 14 days after receipt of an invoice from Compose. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually).
Customer is not entitled to set off the Service Fee against any claim Customer has towards Compose.
Compose reserves the right to adjust the Service Fee with effect from any Renewal Term (see also Section 17).   

3 Account Information 

3.1 Registering for an account 

To use the Service, you must register and create an account (including your name, password, and email address) (the “Account“). If you upgrade your Plan, you will need to provide payment information as well. 

By connecting to the Service with a third-party service, such as for example Google, you give us permission to access and use your information from that service, as permitted by that service, to connect to your Account and to store your login credentials for that service. For more information on the types of information we collect from these third-party services, please read our Privacy Policy. 

3.2 Responsibility for your account 

You are responsible for taking all steps to ensure that no unauthorized person shall have access to your account or password.  When creating your account, you must provide accurate and complete information. 

It is your sole responsibility to: 

(i) control the dissemination and use of your account and password, and
(ii) promptly inform us of any need to deactivate an account or password. 

We are not liable for any harm related to the theft of passwords, or your disclosure of passwords. You may not use your account or password to breach the security of another account. 

4 Privacy 

When offering the Service, Compose will have different roles. 

If the Customer is a legal person, public authority, agency or other body, the Customer is the data controller for all personal data Compose processes as part of providing the Services. Compose is a data processor, and Compose’s Data Processing Agreement is part of this Agreement. 

If the Customer is a private individual, Compose is the data controller, and the Customer is the data subject. For further information about Compose’s processing of personal data, including the rights of the data subjects, please see Compose’s at all time applicable Privacy Policy is available in the menu. 

5 Routines for Maintenance   

Certain types of Service maintenance may imply a stop or reduction in availability of the Service. Compose does not warrant any particular level of Service availability but will use reasonable effort to limit the impact of any planned maintenance on the availability of the Service. 

Compose shall within reasonable time notify Customer of any planned maintenance that may affect Service availability. 

6 Responsibility for Errors 

There is an error in the Service if the Customer is unable to make use of the Service in accordance with this Agreement, and this is caused by circumstances which are the responsibility of Compose. Compose expressly waives any responsibility or liability for errors in the Service caused by: 

1. Customer’s use of the Service in breach of the Agreement or Compose’s instructions and guidance 
2. Improper installation or use of the Service 
3. Defects, downtime or other errors in Customer’s IT systems and communication or failing interoperability between Customer’s IT systems and the Service 
4. Defects or downtime in telecommunication, Internet or other communication lines used for the Customer’s use of or access to the Service, 
5. Other events or incidents outside Compose’s reasonable control. 

Customer acknowledges that errors might occur from time to time and Customer waives any right to claim for compensation as a result of errors in the Service, except when such errors are a result of Compose’s gross negligence or intent. 

When an error occurs, Customer shall notify Compose of the error and provide a description of the error situation. Compose shall use reasonable commercial efforts to correct the error within a reasonable time. If requested by Compose, Customer shall provide necessary assistance in order to reproduce/identify the error situation. 

7  User Content 

Compose may, now or in the future, allow Customer to post or publish content on or upload content to the Service, contributed by Customer, blog or forum posts, images, and photos. Any content a Customer submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) therein, is referred to as “User Content”. 

Customer retains ownership of User Content. Compose is granted a non-exclusive, royalty-free, perpetual, transferable, sub-licensable, worldwide license to use, modify, reproduce, display, and distribute User Content on the Service for the purposes of operating and providing the Service to the Customer exclusively, and to display published content publicly (“User Content License”). 

Compose has no obligation to store, maintain, or provide a copy of User Content. 

Compose is not responsible for and does not necessarily hold the opinions expressed by our users, content contributors, and third parties; such opinions and other statements are theirs alone. Content created by users or third parties is the sole responsibility of such users or third parties and its accuracy and completeness are not endorsed or guaranteed. 

Compose takes no responsibility and assumes no liability for any User Content that you or any other user or third-party posts or sends over the Service. You agree that Compose shall not be liable for any damages you allege to incur as a result of User Content. Compose reserves the right, but has no obligation, to monitor disputes between you and other users. 

 

7.1 Connected Domains/Standard Hosting – Microsoft Azure
Compose use Microsoft Azure to provide hosting services of user content on Standard Hosting/Connected Domains. If you choose to use this Service, please note Microsoft Azure’s user content policy hereunder.

By posting or publishing your content or comments or transmitting your data (“Content”) through this Website, you give us permission to display and distribute your Content in order to provide the features, functionality and services of the Website. By posting and publishing your Content, you represent and warrant that your Content does not infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right. 

Microsoft Azure does not allow any of the following Content, or links to such Content, to be published on the Website: 

1. Content of an illegal nature (including stolen copyrighted material).
   
2. Pirated software sites, including cracking programs or cracking program archives.
3. Content with the purpose of causing harm or inciting hate, or content that could be reasonably considered as slanderous or libelous. 

Your posting any of the above Content on the Website will result in a notice to your current email address on file. Normally a grace period of 48 hours to take corrective actions will be given, but you risk immediate account termination if Microsoft Azure deems this necessary. A violation of this Terms of Use Agreement can lead to termination and removal of your website project without notice. 

Microsoft Azure shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Website and related systems. Microsoft Azure will use such data to administer, improve and develop its products and services, including the Services; and Microsoft Azure may share aggregated information and non-identifying information with third parties. You acknowledge that Microsoft Azure may also share any Content and Your information if the disclosure is necessary to comply with a valid court order or subpoena.

Read more on Microsoft Azure’s terms of Service here. 

A complete list of Compose’s third-party sub-processors can be found here. 

8  Termination of Agreement 

8.1 Term and termination 

The Agreement enters into force in accordance with Section 1 and remains in force for the period specified in your chosen Plan (the “Initial Term“). Your Plan will automatically renew for successive periods with such durations as is set out in the applicable Plan (each a “Renewal Term“), until terminated prior to the end of the Initial Term or any Renewal Term. 

8.2 Early termination 

Regardless of the duration of the Agreement as per Section 8.1, the Agreement may be terminated in the following situations: 

(i) By a Party suffering from the other Party’s material breach of contract which has not been remedied within thirty [30] days. 

(ii) By a Party suffering from the other Party’s Force Majeure Event, see Section 16. 

(iii) Compose reserves the right to terminate the Agreement with immediate effect if Customer becomes insolvent, is taken under administration, is involved in proceedings of bankruptcy, reorganization or dissolution, is linked to business that have been sanctioned for any reason, or makes an assignment for the benefit of creditors. 

8.3 Consequences of termination 

Upon termination of the Agreement, the Customer will be downgraded to a free Plan, which includes a Compose watermark on the site as well as some lost functionality. It is the Customer’s sole responsibility to move any content which may be lost in the downgrade before terminating the Agreement. 

If the Agreement is terminated before the end of any Initial or Renewal Term, Compose will adjust the invoice using proration. 

Any rights, remedies, obligations, or liabilities accrued before the date of termination shall not be affected. 

Any prepaid or remaining Service Fees as per the date of termination will not be refunded. 

9  Ownership of Services 

Compose retains all rights to all elements of the Service. Customer is granted a limited, revocable, non-exclusive and non-transferable right to use the Services in accordance with this Agreement and solely for the purpose of this Agreement. Customer does not receive any license or usage rights to the Service beyond what is explicitly stated in this Agreement. 

Customer has no right to sell, lend, sub-license and/or distribute Compose’s Services in any way and acknowledges that any such actions or actions related thereto would represent a violation of this Agreement. 

10  Marketing 

Compose has the right to refer to Customer’s use of the Service in Compose’s marketing activities. This includes use of Customer’s company name and logo on Compose’s websites, in presentations and in other marketing materials. 

If you are a private individual, Compose will always ask for permission to use your use of the Service in Compose’s marketing activities. 

11  Breach of Contract and Limitation of Liability 

11.1 Breach of contract 

Non-compliance with a Party’s obligations under the Agreement shall constitute a breach of contract. 

A Party in breach of contract (the “Liable Party“) shall at its own cost, remedy the breach without undue delay. 

11.2 Notice of breach 

The Suffering Party shall immediately and at least within [fourteen (14)] days notify in writing the allegedly Liable Party of any alleged breach of contract and shall in such notice substantiate and specify the factual circumstances that are alleged to represent a breach of contract and which provisions in the Agreement that may be breached. 

If the Suffering Party fails to notify the Liable Party of the breach of contract within the deadline set out in the above paragraph, the Liable Party waives all responsibility for any costs or loss suffered by the Suffering Party due to the late notification of the breach of contract. 

11.3 Compensation of economic loss, limitation of liability 

The Liable Party shall compensate the other Party’s (the “Suffering Party“) direct economic loss caused by the breach of contracts. 

The Liable Party shall not be liable to compensate the Suffering Party’s incidental, special, consequential, or indirect damages of any kind regardless of the form of action, whether in contract, tort (including without limitation negligence), strict product liability, or other theory, even if advised of the possibility of such damages (jointly “Indirect Damages“). 

The Liable Party’s total and maximum liability in any rolling 12-month period towards the Suffering Party under any provision of the Agreement or any transaction contemplated by the Agreement shall in no event exceed an amount equal to [50] % of the agreed Service Fee payable during the same period. 

The above limitations shall not apply to damages attributable to fraud, gross negligence, or intentional misconduct by the Liable Party’s senior management. 

11.4 Termination due to material breach of contract 

If the Liable Party is in material breach of contract and the Liable Party is not capable of remedying the material breach of contract, the Suffering Party has the right to terminate the Agreement with immediate effect. If the material breach of contract is capable of being modified, the Suffering Party can only terminate the Agreement if the material breach of contract has not been remedied within 30 working days. 

12  Suspension of Service 

Compose is entitled to suspend Customer’s access to the Service if due payment has not been submitted within fifteen (15) days after the due date. Compose shall provide at least five (5) days prior written notification before any suspension of the Service is implemented. Compose may also suspend any other assistance pursuant to the Agreement or other agreement until such payment has been done. 

Compose can with immediate effect close or suspend access to the Service if Customer abuses the Service or if Customer otherwise is in breach of its obligations pursuant to this Agreement. 

13  Third Party Services 

To the extent the Service facilitates access to services provided by a third party, Customer shall comply with the terms governing such third-party services. Compose shall not be held liable for any errors, omissions, inaccuracies, etc. related to such third-party services. 

The third-party services used within the Service from time to time are available here. 

14  Intellectual Property Rights 

14.1 Compose’s intellectual property 

Except for User Content (defined above), all Intellectual Property Rights in and to the Service and any trademark and designs used in connection therewith remains in and vest with Compose or its licensors. 

All rights, title and interest in and to Intellectual Property Rights any software, products, technology and/or information in any deliverable provided or developed by Compose from time to time under the Agreement, shall remain exclusively with Compose or Compose’s licensors. 

The provisions in this Section state the sole liability of Compose and the exclusive remedy of Customer in connection with infringement of Compose’s Intellectual Property Rights. 

The Customer shall not make any parts of the Service, including its software, available to others without Compose’s written consent. 

14.2 Handling of claims 

Compose agrees that in negotiating any settlement pursuant to this clause, it shall act reasonably and shall consult with Customer before agreeing any settlement. 

If a claim, demand, suit, or action alleging infringement is brought or Customer believes one may be brought, Compose shall have the option at its expense to 

1. modify the Licensed Material to avoid the allegation of infringement, while at the same time maintaining substantial compliance with the Agreement

2. obtain for Customer at no cost to Customer a right to continue utilization of the Licensed Material in accordance with the Agreement free of any liability or restriction, or

3. if neither of the previous options are commercially feasible in Compose’s reasonable opinion, Compose may terminate the Agreement immediately upon notice to Customer.

4. Compose’s total liability is in any case limited to 10.000 NOK per case. 

 

14.3 Indemnification by Compose 

Compose will settle and/or defend at its own expense and indemnify Customer against any cost, loss or damage arising out of any claim, demand, suit, or action brought against Customer to the extent that such claim, demand, suit, or action is based on a claim that the Service (“Licensed Material“) infringes any third-party’s Intellectual Property Rights, provided that: 

1. Customer promptly informs Compose in writing of any such claim, demand, action, or suit, and
   
   
2. Compose is given control over the defense or settlement thereof and that Customer in good faith cooperates in the defense or settlement. 

Compose’s liability is conditional on the fulfillment of the two above-mentioned conditions. 

14.4 Indemnification by Customer 

Customer is responsible for all User Content and other content submitted through the Service. It is the Customer’s sole responsibility to ensure that all content in and use of the Service does not infringe laws and regulations, or any third party rights. 

Customer shall indemnify Compose against all damages, claims, costs, losses, and expenses because of a third-party claiming that the use by Customer of any derivative work created, invented, or otherwise made by Customer constitutes an infringement of their intellectual property rights. 

14.5 Definition of Intellectual Property Rights 

“Intellectual Property Rights” shall mean any copyrights, patents, patent applications, inventions (patentable or not), utility models, circuit layout rights, designs rights (registered or not), trademarks (registered/applied for or not), trade names, service marks, brands slogans, commercial symbols, logos, trade secrets, know-how, algorithms, software coding and/or any other industrial and/or intellectual property rights, and any updates, improvements, derivatives, and applications thereof. 

15  Waiver of Liability 

The Service and all content are provided “as is” without warranty of any kind. 

Compose shall have no responsibility for claims arising from 

1. modifications of the Licensed Material by Customer or any third-party

2. combination or use of the Licensed Material with Customer or third-party service, hardware or software not supplied by Compose if such claim would not have arisen for such combinations or use

3. use of other than the latest version of the Licensed Material provided to Customer by Compose if the use of the latest version would have avoided the infringement

4. use of the Licensed Material outside the scope of the rights granted to Customer in the Agreement, or

5. a third-party alleging that Customer abuses, violates or in any other way infringes upon any Intellectual Property Rights of such third-party relating to third-party technology included in the Products or Services. 

16  Force Majeure   

If either Party is prevented, hindered, or delayed from or in performing any of its obligations under this Agreement (other than an obligation to make payment) by a Force Majeure Event, then: 

1. That Party’s obligations under this Agreement shall be suspended for as long as the Force Majeure Event continues and to the extent that Party is prevented, hindered, or delayed by the Force Majeure Event.
   
   
2. That Party shall immediately after commencement of the Force Majeure Event, notify the other Party of the occurrence of the Force Majeure Event, its date of commencement and the effect the Force Majeure Event will have on its ability to perform its obligations under this Agreement.
   
   
3. That Party shall use all reasonable efforts to mitigate the effects of the Force Majeure Effect on the performance of its obligations under this Agreement, and

4. That Party shall as soon as possible after expiry of the Force Majeure Event, notify the other Party of the expiry of the Force Majeure Event and presume performance of its obligations under this Agreement. 

“Force Majeure Event” shall mean any event affecting a Party which is unpredictable and outside the reasonable control of that Party, including for example, but not limited to: acts of God, acts of civil or military authority, priorities under governmental authority, legal restrictions, fires, explosions, embargo, mobilizations, riots, epidemic, strikes, cyber-attacks or the equivalent caused by any malicious code, tools or device that are designed to disable or disrupt systems, provided that the affected Party has installed and maintained industry standard information security defense to protect against foreseeable cyber-attacks as well as consequences of pandemics including measures laid down by public governmental bodies or corporate policies to mitigate consequences of or health risk related to pandemics at any time. 

17 Amendments 

Compose reserves the right to amend and change the terms of this Agreement by giving notice at least fifteen (15) working days prior to the change taking effect. In case of any change related to new or changed sub-processors, notice will be given at least fifteen (15) working days prior to the change taking effect. 

If the change in the Agreement is due to change in a legal obligation imposed by a governmental or public body, the change in the Agreement will take effect at the same time as the change in the legal obligation. 

Notice shall be given by e-mail to the e-mail address in the Account. 

If Customer continues to use the Service after the change takes effect, this constitutes Customer’s acceptance of the change. Payment of a subsequent invoice shall be deemed as an acceptance of the change. 

18 Confidentiality 

The Parties shall not disclose to any person, neither during nor after the term of the Agreement, any Confidential Information, except for purposes consistent with the administration and performance of a Party’s rights or obligations hereunder, or as required by law or regulations. 

“Confidential Information” shall mean the specific terms of the Agreement and all business specific information a Party receives or gains access to, directly or indirectly and in writing or in any other manner, relating to the other Party and the Users, including information about personal data, Intellectual Property Rights, and the Services 

Confidential Information shall not include information (i) already in the possession of the receiving Party without an obligation of confidentiality, (ii) hereafter rightfully furnished to the receiving Party by a third-party, other than any third-party relevant under the Agreement, without a breach of any separate nondisclosure obligation, or (iii) publicly available without breach of the Agreement. 

Disclosure of information in accordance with statutory law or court order shall not constitute a breach of the Agreement. 

19 No Partnership 

Nothing in this Agreement shall be construed as creating a partnership between the Parties or as constituting either Party as the agent of the other Party for any purpose whatsoever, and neither Party shall have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party in any way or for any purpose (save as expressly set out in this Agreement). 

20 Assignment 

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Compose without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. 

21 Governing Law 

The Agreement shall be governed by and interpreted in accordance with Norwegian law. 

22 Dispute Resolution   

22.1 EU/EEA 

If Customer is based in the EU/EEA, the Parties shall in good faith try to resolve any disagreement or dispute under the Agreement through negotiations. If the Parties after such negotiations are not able to reach an amicable solution, the dispute may be brought before the ordinary courts. The venue shall be the court of Oslo. 

If any part of this Agreement is found to be invalid due to mandatory statutory law or a final legal judgment, it shall only affect those parts found to be invalid. The remaining parts of the Agreement will still be enforceable. 

 

22.2Outside EU/EEA 

If Customer is based outside the EU/EEA, disputes arising in connection with or as a result of this Agreement shall be settled in accordance with the Norwegian Arbitration Act. The venue of the arbitration court shall be in Oslo, Norway. 

The Parties undertake and agree that they will enter into a market standard confidentiality agreement regarding the disputed matter if an arbitration arises. 

If any part of this Agreement is found to be invalid due to mandatory statutory law or a final legal judgment, it shall only affect those parts found to be invalid. The remaining parts of the Agreement will still be enforceable.