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Terms and conditions

1. Interpretation

These General Terms and Conditions (the "Terms") regulate the rights and obligations between Kontali Analyse AS ("Kontali") and the customer (the "Customer") that has entered into a subscription agreement with Kontali for access to the Kontali platform and related services (each a "Party" and together the "Parties").

These Terms form part of, and are incorporated into, the subscription agreement between Kontali and the Customer (the "Agreement"), together with the applicable product description and any other schedules referenced in that agreement.

Any standard terms or purchasing conditions of the Customer are expressly excluded and shall not apply to the Agreement, even if referenced or attached to purchase orders, e-mails or other documentation from the Customer.

Capitalized terms not defined in these Terms shall have the meaning given to them in the Agreement or set out in the Definitions below.

2. Scope of Services

Kontali will provide the Services to the Customer in accordance with the Agreement and the Customer's Subscription Scope.

The Services are delivered primarily as a standard online service (Software as a Service), accessible via the Platform and, where applicable, via APIs, reports or other delivery mechanisms agreed with the Customer.

Kontali may from time to time update, modify or enhance the Services, including by introducing new features or removing or changing existing features. Kontali will seek to ensure that such changes do not remove material core functionality within the Customer's Subscription Scope without providing reasonably equivalent functionality or other appropriate mitigation.

3. Access, Use of Services and Content

3.1 Authorized Users and Accounts

  • The Customer shall ensure that access to the Services is limited to Authorized Users within the Customer's approved entity/entities and regions.
  • Each user account shall be personal to a single named individual. Generic, shared or role-based accounts are not permitted.
  • The Customer shall ensure that:
    • Each Authorized User uses a unique business e-mail address as username;
    • Login credentials are kept confidential and not shared; and
    • User accounts for individuals who no longer require access (for example due to termination of employment or change of role) are promptly disabled.
  • The Customer is responsible for all use of the Services through its user accounts and shall promptly notify Kontali of any actual or suspected unauthorized access or misuse.

3.2 License Grant

  • Subject to the Customer's compliance with the Agreement, Kontali grants to the Customer a non-exclusive, non-transferable, non-sublicensable and limited license during the term of the Agreement to:
    • Allow Authorized Users to access and use the Services within the Subscription Scope; and
    • Use the Content for the Customer's internal business purposes in accordance with this clause 3.
  • Any rights not expressly granted in the Agreement are reserved by Kontali.

3.3 Internal Use

  • Unless otherwise agreed with Kontali, the Services and the Content are provided for the Customer's internal business use only. Internal business use includes:
    • Access and use of the Services and Content by Authorized Users within the Customer's own organization;
    • Use of the Content in internal analyses, models, dashboards and reports;
    • Internal decision-making, planning, risk management and reporting to the Customer's management, board of directors and internal governance bodies;
    • Sharing of reports or presentations containing Content with the Customer's internal stakeholders (including employees, internal committees and, where strictly necessary, auditors and professional advisers bound by confidentiality obligations).
  • The Customer may generate Derived Data for internal purposes. Kontali does not claim ownership of Derived Data, provided that such Derived Data does not constitute a systematic reproduction of the Content and cannot reasonably be used by third parties as a substitute for the Services.

3.4 Limited External Use (Non-Forecast Only)

As a part of its normal business communication, the Customer may, without purchasing a separate distribution license, make limited external use of content other than Forecast Content ("Limited External Use"), subject to all of the following conditions:

  • Any excerpts of Content used externally must be insubstantial in scope and non-systematic in nature, so that recipients cannot reconstruct any material part of the underlying datasets, time series or models and cannot use the material as a substitute for a subscription to the Services;
  • The content is not provided as a stand-alone data product or data feed, but only as incidental support to the Customer's own analysis, advice or communication; and
  • All external material containing Content clearly attributes Kontali as the source (e.g. "Source: Kontali" or "Source: Kontali Analyse AS") and does not remove or obscure any Kontali branding or proprietary notices.

For the avoidance of doubt, Limited External Use does not permit any external use of Forecast Content in any form (including any numerical values, ranges, time series, tables or charts based on Forecast Content). Any external use of Forecast Content requires a separate written distribution license agreed with Kontali.

Nothing in this clause 3.4 prevents the Customer from referring externally to general market themes or qualitative conclusions derived from the Content (including Forecast Content), provided that no specific Forecast Content values, ranges or time series are disclosed and the material cannot reasonably be used as a substitute for access to the Services.

3.5 Screenshots and Visualisations

  • Authorized Users may capture screenshots or export images of charts, tables and dashboards displayed in the Platform for legitimate internal business purposes.
  • Screenshots, images, or other visualisations containing Forecast Content may only be used internally within the Customer's organisation. They may not be used, shared or distributed externally in any form (including in presentations, reports, research, marketing materials or social media), unless the Customer has obtained a separate written license from Kontali permitting such external use.
  • Any external use of screenshots or visualisations permitted under 3.4 must comply with the attribution requirements in that clause and may not be used to reconstruct any material part of the Content or to substitute for a subscription to the Platform.
  • The Customer shall not:
    • Systematically capture, scrape or export screenshots or images for the purpose of building alternative databases, dashboards or tools; or
    • Remove, crop or alter Kontali's branding, watermarks or other identifiers in such a way that the origin of the Content is not clear.

3.6 Data Exports

  • Where the Services allow the Customer to export data or reports (for example in Excel, CSV or PDF format), such exports may be used freely for the Customer's internal business purposes.
  • The Customer shall not make exported data or reports available to third parties, except as permitted under Limited External Use in clause 3.4 or under a separate distribution license.
  • The Customer shall not use exports to:
    • Reconstruct or replicate the Services for third parties; or
    • Create or feed a publicly available or customer-facing data service that competes with or replaces the Services.
  • Kontali may apply technical limits and safeguards to exports (including limits on frequency, volume and historical depth).

3.7 API Use

  • Where the Customer subscribes to API Services, Kontali will provide API credentials and documentation enabling the Customer to programmatically retrieve selected Content for use in the Customer's internal systems.
  • The Customer shall:
    • Protect its API credentials from unauthorized use;
    • Comply with any authentication, rate limits, access controls and other technical restrictions notified by Kontali from time to time; and
    • Use data retrieved via API only in accordance with the same Data & Content Use rules as apply to other Content under this clause 3.
  • The Customer shall not:
    • Use API access to systematically copy or mirror the Services or any substantial part of the Content;
    • Provide API-based data feeds or similar outputs to third parties as a commercial service, unless explicitly permitted under a separate distribution license; or
    • Attempt to circumvent technical controls, rate limits or other safeguards implemented by Kontali.

3.8 AI Use

  • The Customer shall not upload, submit, disclose, make available or otherwise use the Services, Content, exports, screenshots, visualisations, API outputs or Derived Data in or through any artificial intelligence, machine learning, language model, generative AI system, agentic tool, MCP server, open cloud AI or similar technology, unless expressly permitted in the Agreement or approved in advance by Kontali.
    • This restriction applies regardless of whether such technology is operated by the Customer, an Affiliate, a third-party provider or any other external service, and includes any use for training, fine-tuning, prompting, retrieval-augmented generation, indexing, embedding, automated analysis, model evaluation or generation of outputs based on the Content.
  • The Customer shall only use Kontali-approved AI, API, MCP or other machine-to-machine access solutions made available or expressly licensed by Kontali, and only within the applicable Subscription Scope. Kontali may make such approved solutions available on separate commercial and technical terms.

3.9 Prohibited Uses

In addition to any other restrictions set out in the Agreement, the Customer shall not, and shall ensure that its Authorized Users do not:

  • Share, sell, license, sub-license, assign, transfer, pledge, lease, rent, distribute or otherwise make the Services or Content available to any third party, except as expressly permitted in the Agreement;
  • Use the Services or Content to build or support a product or service that competes with Kontali or that has materially similar scope or value proposition;
  • Systematically download, scrape, mine or extract Content in a manner that exceeds normal, reasonable use under the Subscription Scope;
  • Reverse engineer, decompile, disassemble or otherwise attempt to obtain the source code, underlying structure, ideas or algorithms of the Platform or any software forming part of the Services, except to the limited extent that applicable law explicitly permits such activity notwithstanding a contractual prohibition;
  • Remove, obscure or alter any proprietary notices, trademarks, logos or copyright notices on or in the Services or Content; or
  • Use the Services or Content in violation of applicable law, including competition, sanctions, export control and data protection laws.

3.10 Monitoring, Audit and Enforcement

  • To protect its proprietary rights and to monitor compliance with the Agreement, Kontali may collect and analyze usage data, including login records, IP addresses, export logs and API call statistics, in accordance with applicable law, Kontali's privacy policy and, where relevant, the Parties' Data Processing Agreement.
  • If Kontali has reasonable grounds to suspect misuse or a breach of the Data & Content Use rules in this clause 3, Kontali may:
    • Request information from the Customer about its use of the Services and Content;
    • Request that the Customer provides sample materials (for example presentations or reports) for the limited purpose of verifying compliance; and
    • Conduct reasonable audits of usage data and access patterns.
  • If any breach is confirmed, Kontali may, without prejudice to any other rights and remedies:
    • Require the Customer to promptly cease the infringing or non-compliant use;
    • Require the Customer to implement remedial measures to prevent recurrence (for example, internal guidelines to staff, revised templates or access controls);
    • Adjust the applicable fees prospectively to reflect the actual use and require the Customer to purchase an appropriate extended license going forward; and/or
    • Suspend or limit access to certain features (such as exports or API) or, in case of material or repeated breach, terminate the Agreement.
  • Nothing in this clause 3.10 shall limit Kontali's right to seek damages or other remedies for infringement of its Intellectual Property Rights.

4. Intellectual Property Rights and Ownership

Kontali (and its licensors, where applicable) retain all right, title and interest in and to the Services and the Content, including all associated Intellectual Property Rights, whether registered or unregistered, and regardless of the form or medium in which such rights arise or are expressed.

The Customer acquires no ownership rights in the Services or Content, but only the limited license rights expressly granted in clause 3.2 and elsewhere in the Agreement.

The Customer retains all right, title and interest in and to the Customer Data and, subject to clause 3.3, in Derived Data.

Nothing in the Agreement shall be construed as transferring any Intellectual Property Rights from one Party to the other, except for the limited usage rights expressly granted.

Kontali is free to use any feedback, suggestions or recommendations provided by the Customer or its users regarding the Services, including for the development and improvement of Kontali's products and services, without obligation to the Customer.

5. Term and Termination

The Agreement remains in force for the term agreed between the Parties, and unless otherwise agreed will automatically renew for successive periods, subject to either Party's right to give notice of non-renewal.

Either Party may terminate the Agreement with immediate effect by written notice if the other Party commits a material breach of the Agreement and fails to remedy such breach within thirty (30) days after receipt of written notice specifying the breach.

Either Party may terminate the Agreement with immediate effect by written notice if the other Party becomes insolvent, is unable to pay its debts as they fall due, enters into bankruptcy or insolvency proceedings, or is otherwise subject to similar events under applicable law.

Upon termination or expiry of the Agreement for any reason:

  • The Customer's right to access and use the Services shall cease, and Kontali may disable all user accounts;
  • Unless otherwise required by law or agreed in writing, Kontali will delete or anonymize Customer Data from its systems in accordance with its retention policies and the Data Processing Agreement; and
  • Each Party shall, upon request, return or destroy the other Party's Confidential Information.

Termination of the Agreement shall not affect any rights or obligations accrued prior to the effective date of termination, including payment obligations.

6. Customer Data and Personal Data

6.1 Customer Data

  • The Customer is responsible for the accuracy, quality, integrity and legality of the Customer Data and for ensuring that its collection and use comply with applicable law.
  • Kontali shall only process Customer Data in accordance with the Agreement and for the purpose of providing and improving the Services, or as otherwise required by law.
  • Upon expiry or termination of the Agreement, the Customer is solely responsible for exporting or backing up any Customer Data or Derived Data it wishes to retain, prior to the effective date of termination.
  • Kontali may collect and use aggregated and anonymized data and statistics derived from the use of the Services, provided that such data does not identify the Customer or any individual and is used only for service improvement, analytics and benchmarking.

6.2 Personal Data

  • Each Party acts as an independent data controller with respect to Personal Data it processes for its own purposes.
  • To the extent Kontali processes Personal Data on behalf of the Customer in connection with the provision of the Services, Kontali will act as a data processor and the Customer as data controller.
  • Kontali's general processing of Personal Data relating to users, contacts and visitors is further described in Kontali's Privacy Policy, available at Privacy policy | Kontali.

7. Confidentiality

Each Party undertakes to keep confidential, and not to disclose to any third party, any information of a confidential nature received from the other Party in connection with the Agreement, including business, technical and commercial information ("Confidential Information"), except as permitted in this clause 7.

Confidential Information does not include information that the receiving Party can demonstrate:

  • Was already lawfully known to it without confidentiality obligation at the time of disclosure;
  • Becomes publicly available through no fault of the receiving Party;
  • Is lawfully received from a third party without confidentiality obligation; or
  • Is independently developed by the receiving Party without use of or reference to the Confidential Information.

The receiving Party may disclose Confidential Information to its Affiliates, employees, professional advisers and subcontractors on a need-to-know basis, provided that such recipients are bound by confidentiality obligations no less strict than those set out in this clause 7.

A Party may disclose Confidential Information to the extent required by law, regulation or court order, provided that (to the extent legally permissible) it gives the other Party prior notice of such disclosure and cooperates reasonably in seeking to limit the extent of the disclosure.

The confidentiality obligations in this clause 7 shall survive termination or expiry of the Agreement for a period of five (5) years.

8. Warranties and Disclaimers

Each Party warrants that it has the legal power and authority to enter into and perform its obligations under the Agreement.

The Customer acknowledges that the Services and Content are based on data and assumptions from multiple sources, including third-party sources that Kontali believes to be reliable, but that may contain inaccuracies or be subject to uncertainty.

Except as expressly set out in the Agreement and to the fullest extent permitted by law, the Services and the Content are provided on an "as is" and "as available" basis. Kontali makes no representations or warranties, express or implied, including without limitation any warranties of accuracy, completeness, timeliness, merchantability, fitness for a particular purpose, non-infringement or that the Services will be uninterrupted or error-free.

The Customer remains solely responsible for its own decisions, assessments, valuations and actions taken on the basis of the Services and Content. Kontali shall not be responsible or liable for any decisions, trades, investments or other actions taken or not taken by the Customer or any third party in reliance on the Services or Content.

9. Liability and Indemnity

Neither Party shall be liable to the other for any loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss or corruption of data, or any indirect, consequential, special or punitive damages, whether arising in contract, tort (including negligence), strict liability or otherwise.

Kontali's aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), strict liability or otherwise, shall in no event exceed an amount equal to the fees paid by the Customer for the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the liability.

The limitations and exclusions of liability in this clause 9 shall not apply to:

  • The Customer's payment obligations under the Agreement;
  • Either Party's liability for death or personal injury caused by its negligence, or for fraud or willful misconduct; or
  • Any liability that cannot be excluded or limited under applicable mandatory law.

The Customer shall indemnify and hold Kontali harmless from and against any claims, losses, damage, costs and expenses (including reasonable legal fees) arising out of or in connection with:

  • The Customer's or any Authorized User's use of the Services or Content in breach of the Agreement or applicable law; and
  • The Customer's infringement of Kontali's or any third party's Intellectual Property Rights through its use of the Services or Content.

10. Compliance with Laws

Each Party shall comply with all applicable laws and regulations in connection with its performance under the Agreement, including data protection, sanctions, export control and anti-bribery laws.

The Customer is solely responsible for determining whether and how it may use the Services and Content in its own activities and for ensuring that such use complies with all applicable laws and regulatory requirements in the jurisdiction in which it operates.

11. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, acts of government, labor disputes, failures of utilities or telecommunications, or widespread internet outages ("Force Majeure Event").

The Party affected by a Force Majeure Event shall notify the other Party without undue delay and use commercially reasonable efforts to mitigate the effects of the event.

If a Force Majeure Event prevents a substantial part of a Party's performance for more than sixty (60) consecutive days, either Party may terminate the Agreement with immediate effect by written notice.

12. Change of the Terms

Kontali may amend these Terms from time to time. Kontali will notify the Customer of any material amendments with at least thirty (30) days' prior written notice.

If the Customer does not accept the amended Terms and the changes materially and adversely affect the Customer, the Customer may terminate the Agreement by giving written notice to Kontali within fourteen (14) days of receiving the notice of amendment. Such termination shall take effect from the date the amendments would otherwise have come into force.

If the Customer continues to use the Services after the effective date of the amended Terms without having exercised its right of termination above, the Customer shall be deemed to have accepted the amended Terms.

13. Miscellaneous

The Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, communications and agreements, whether oral or written.

If any provision of the Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall replace any invalid or unenforceable provision with a valid provision that most closely reflects the Parties' original intent.

No failure or delay by either Party in exercising any right or remedy under the Agreement shall constitute a waiver of that or any other right or remedy.

Nothing in the Agreement shall be construed as creating any partnership, joint venture or agency relationship between the Parties.

Provisions of the Agreement that by their nature are intended to survive termination or expiry (including, without limitation, clauses on Intellectual Property Rights, confidentiality, liability and governing law) shall survive such termination or expiry.

14. Governing Law and Dispute Resolution

The Agreement shall be governed by and construed in accordance with the laws of Norway, without regard to its conflict of law principles.

Any dispute, controversy or claim arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the ordinary courts of Norway. Unless otherwise agreed, the Parties agree that the proper venue shall be Møre og Romsdal District Court in Kristiansund.

Definitions

In addition to terms defined elsewhere in these Terms, the following terms shall have the meanings set out below:

"Affiliate" means a company which is either directly or indirectly owned or controlled by a Party, or is under the common direct or indirect ownership or control of that Party or which directly or indirectly owns or controls that Party, but only for so long as such ownership or control exists, and "control" for the purpose of this definition shall mean direct or indirect ownership of more than 50% of the issued voting equity share capital.

"Content" means any and all data, information, analyses, forecasts, models, calculations, indices, commentary, reports, dashboards, charts, graphics, tables and other material made available by Kontali to the Customer through the Services, whether via the Platform, APIs, reports, files or otherwise.

"Forecast Content" means any forward-looking or predictive element of the Content, including but not limited to forecasts, projections, scenarios, curves, ranges or point estimates relating to future prices, production, biomass, demand, sales, market distributions or other market variables, together with the underlying analysis and model outputs (for example, 6-month price forecasts, 12–18-month price forecasts, 18-month production forecasts, and 18-month sales and market distribution forecasts and similar products).

"Customer Data" means any data, information or other material submitted or made available by or on behalf of the Customer or its Authorized Users to the Services, including user data and, where applicable, Customer's own business data.

"Derived Data" means any data set, analysis, model, report or other output that is created by or for the Customer using the Services or the Content in combination with other data, where such output does not reproduce the Content in a way that would allow a third party to reasonably substitute or replicate the Services or any substantial part of the Content.

"Intellectual Property Rights" means all rights, privileges and priorities provided under applicable supranational, national, federal, state or local law, rule, regulation, statute, ordinance, order, judgement, decree, permit, franchise, licence, or other government restriction or requirement of any kind relating to intellectual property, whether registered or unregistered, in any country, including without limitation: any copyright, copyrightable works, database rights and related items, rights in designs, domain names, trade secrets, trademarks, service marks, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, moral rights, inventions, software, utility certificates, utility models, patents, patent applications and any other intellectual property right or proprietary right recognised in any country or jurisdiction in the world, whether registered or not, whether wholly or partly developed, and/or used and/or owned by a Party.

"Personal Data" shall have the meaning set out in Article 4(1) of the GDPR.

"Platform" means the Kontali digital platform (currently branded "EDGE" or such other name as Kontali may use from time to time) through which certain Services and Content are made available to the Customer.

"Services" means the subscription-based services, including access to the Platform, Content, reports, APIs and any related services made available to the Customer under the Agreement.

"Subscription Scope" means the scope of the Customer's subscription to the Services (including number of Authorized Users, covered entities, modules, markets/species, API access, etc.) as agreed between the Parties.

"Third Party" means a party other than the Parties to the Agreement.