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CENTARA END-USER LICENSE AGREEMENT

Effective as of January 1, 2024

1 General Provisions

1.1 Scope and Purpose

These general terms and conditions (“Terms”) apply to all services provided by Centara ehf., ID No. 450122-2400, located at Skútuvogur 1b, 104 Reykjavík, Iceland (“Centara”), unless otherwise agreed in writing.

These Terms are intended to govern the legal relationship between Centara and its customers (“Customer”), and form an integral part of the service agreement between the parties. In case of conflict between these Terms and a separate service agreement, the provisions of the service agreement shall prevail.

1.2 Definitions

In these Terms, the following definitions apply:

  • “Centara” refers to Centara ehf.
  • “Customer” refers to the contracting party receiving Centara’s services.
  • “Agreement” refers to the service contract and these Terms collectively.
  • “Services” refers to the software, systems, and related services Centara provides to the Customer.
  • “User” means an employee or contractor of the Customer who is authorized to use the Services.
  • “Software” refers to Centara’s proprietary systems, applications, and portals made available to the Customer.

1.3 Acceptance and Applicability

By entering into an agreement with Centara or by using Centara’s Services, the Customer confirms its acceptance of these Terms.

Centara reserves the right to update these Terms. Any updates will be notified with at least 30 days’ notice. Continued use of the Services after such updates constitutes acceptance of the revised Terms.

2 Service Delivery and Availability

2.1 Scope of Services

Centara provides digital solutions for document exchange and automation between business systems. The Services may include access to software, connectors, portals, and integrations, depending on the service agreement with the Customer.

The scope, configuration, and setup of the Services are defined in the Agreement or confirmed through onboarding documentation. Any additional services or modifications beyond the agreed scope must be confirmed in writing and may be subject to additional fees.

2.2 Service Availability

Centara aims to ensure high availability of its Services. Normal service hours are 24/7 unless otherwise specified. Planned maintenance is usually scheduled during low-traffic periods and announced in advance.

Centara is not responsible for interruptions caused by:

  • Third-party systems or networks outside its control,
  • The Customer’s hardware or software,
  • Force majeure events (see Section 8).

Temporary service downtime due to maintenance, upgrades, or unforeseen events does not constitute a breach of contract.

2.3 Changes to the Service

Centara reserves the right to make updates or improvements to its Services. This includes adding new features, improving performance, or modifying existing functionality, provided such changes do not materially reduce the functionality agreed upon in the Agreement.

Any major changes that could affect the Customer’s use of the Services will be communicated with reasonable notice.

3 Use of Software and Access Rights

3.1 License and Access

Centara grants the Customer a non-exclusive, non-transferable right to access and use the Software and Services for internal business purposes during the term of the Agreement.

This access is limited to the agreed number of Users or systems and must follow any technical limitations specified in the Agreement.

3.2 Usage Restrictions

The Customer may not:

  • Copy, modify, or create derivative works based on the Software;
  • Sell, rent, sublicense, or otherwise distribute the Software to third parties;
  • Reverse engineer, decompile, or disassemble any part of the Software unless explicitly permitted by law;
  • Use the Software in a way that could harm or impair Centara’s systems, security, or other customers.

The Customer is responsible for all use of the Software by its Users and shall ensure that all Users comply with these Terms.

3.3 Access Control

The Customer is responsible for:

  • Managing and safeguarding access credentials to the Software;
  • Ensuring that only authorized Users gain access;
  • Notifying Centara without undue delay if unauthorized access or misuse is suspected.

Centara may suspend access if there is reason to believe that the Services are being misused or compromised.

4 Data Protection and Confidentiality

4.1 Personal Data

To the extent Centara processes personal data on behalf of the Customer, the parties shall enter into a Data Processing Agreement (DPA) in accordance with applicable data protection legislation, including the EU General Data Protection Regulation (GDPR).

Centara acts as a processor, and the Customer as a controller, unless otherwise agreed. Centara processes data solely in accordance with the Customer’s instructions and solely for the purpose of providing the Services.

4.2 Data Security

Centara implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including:

  • Access control
  • Encryption
  • Backups
  • Monitoring and logging

Centara is not responsible for data loss caused by the Customer’s actions, including deletion or misconfiguration.

4.3 Confidentiality

Both parties undertake to keep confidential all information marked or reasonably understood to be confidential, including but not limited to:

  • Technical data
  • Business information
  • Customer data
  • Documentation and specifications

This obligation applies during the Agreement term and for five (5) years after its termination. Confidential information may only be disclosed to employees, consultants, or subcontractors who need access for performance and are bound by similar confidentiality obligations.

5 Fees and Payment Terms

5.1 Pricing

The Customer shall pay the fees specified in the Agreement or Centara’s current price list. All prices are stated excluding VAT and other applicable taxes or charges, unless otherwise noted.

If pricing is usage-based or tiered, the Customer is responsible for monitoring its usage and acknowledges that exceeding the agreed limits may result in additional charges.

5.2 Invoicing and Payment

Centara invoices the Customer in accordance with the payment terms stated in the Agreement. Unless otherwise agreed:

  • Invoices are issued monthly in arrears
  • Payment is due 14 days from the invoice date
  • Late payments may incur default interest in accordance with Icelandic law and may result in suspension of Services

All invoices are sent electronically unless otherwise agreed.

5.3 Disputes and Adjustments

If the Customer believes an invoice is incorrect, it must notify Centara within 10 business days of receipt. Undisputed amounts must still be paid by the due date.

Centara reserves the right to adjust its pricing annually or in response to changes in external costs (such as regulatory fees or supplier pricing), with 30 days’ notice to the Customer.

6 Intellectual Property Rights

6.1 Ownership

All intellectual property rights to the Software, Services, documentation, and related materials—including source code, designs, trademarks, and databases—are and shall remain the exclusive property of Centara or its licensors.

No rights are transferred to the Customer beyond the limited license explicitly granted under these Terms.

6.2 Customer Data

The Customer retains ownership of all data submitted or processed through the Services (“Customer Data”). Centara does not claim any rights to such data, except as necessary to provide and maintain the Services.

Centara may use aggregated and anonymized data to improve its Services and for statistical purposes, provided such data cannot be traced back to the Customer.

6.3 Infringement

If a third party claims that the Services infringe their intellectual property rights, Centara will:

  • Defend or settle the claim at its own cost, and
  • Indemnify the Customer for any direct damages awarded by a court, provided the Customer:
    • Promptly notifies Centara of the claim,
    • Allows Centara to control the defense and settlement, and
    • Cooperates as reasonably requested.

Centara’s liability is excluded if the infringement arises from the Customer’s modifications, misuse, or use in combination with other systems not provided by Centara.

7 Liability and Limitation of Damages

7.1 Limitation of Liability

Centara’s liability for damages arising out of or in connection with the Agreement is limited to the amount the Customer has paid for the Services in the twelve (12) months prior to the event giving rise to the claim.

This limitation applies regardless of the basis for the claim, whether in contract, tort, or otherwise.

7.2 Exclusion of Certain Damages

Centara is not liable for:

  • Indirect or consequential damages, including lost profits, loss of data, or business interruption
  • Damages resulting from the Customer’s own actions, third-party services, or force majeure events
  • Losses resulting from the Customer’s failure to comply with instructions, terms of use, or security obligations

7.3 Liability for Data Loss

Centara is not responsible for loss of data unless caused by gross negligence or willful misconduct. The Customer is encouraged to maintain appropriate backups of its own data and configurations.

7.4 Remedies

If the Services are materially defective and Centara is responsible, Centara will:

  • Use reasonable efforts to correct the defect promptly, or
  • Offer a refund or credit for the affected service period, as appropriate

These remedies are the Customer’s exclusive remedies for defects or performance failures.

8 Force Majeure

8.1 Definition

Neither party shall be liable for any delay or failure in performance caused by circumstances beyond their reasonable control (Force Majeure), including but not limited to:

  • Natural disasters (e.g., fire, flood, earthquake)
  • War, terrorism, or civil unrest
  • Government actions or regulatory changes
  • Widespread power or internet outages
  • Strikes, labor disputes, or supplier disruptions

8.2 Notice and Mitigation

The affected party must:

  • Notify the other party of the Force Majeure event without undue delay, and
  • Use reasonable efforts to mitigate its effects and resume performance as soon as reasonably possible.

8.3 Duration

If a Force Majeure event continues for more than 60 days, either party may terminate the Agreement with 15 days’ written notice, without liability for damages related to the termination.

9: Term and Termination

9.1 Term of Agreement

The Agreement enters into force on the date specified in the service agreement or when the Customer begins using the Services, and remains valid until terminated in accordance with this section.

Unless otherwise agreed, the Agreement is valid for an initial term of 12 months and automatically renews for successive 12-month periods unless terminated by either party with 30 days’ written notice before the end of the current term.

9.2 Termination for Convenience

Either party may terminate the Agreement at the end of the current term by providing at least 30 days’ written notice.

9.3 Termination for Cause

Either party may terminate the Agreement with immediate effect if the other party:

  • Materially breaches the Agreement and fails to remedy the breach within 14 days of written notice
  • Becomes insolvent, enters bankruptcy, or ceases operations

Centara may also suspend or terminate Services immediately if the Customer:

  • Uses the Services unlawfully or in breach of these Terms
  • Fails to make timely payment after reminders
  • Compromises the security or stability of Centara’s systems

9.4 Effects of Termination

Upon termination:

  • The Customer’s right to access the Services ends immediately
  • All outstanding fees become due
  • The Customer is responsible for exporting its data prior to termination

Centara will retain Customer Data for up to 30 days after termination unless otherwise agreed. After this period, the data may be permanently deleted.

10: Miscellaneous Provisions

10.1 Assignment

The Customer may not assign or transfer its rights or obligations under this Agreement without Centara’s prior written consent. Centara may assign the Agreement to an affiliated company or in connection with a merger, acquisition, or transfer of business operations.

10.2 Subcontractors

Centara may use subcontractors to perform its obligations under the Agreement. Centara remains fully responsible for the performance of its subcontractors.

10.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects its intended purpose.

10.4 Waiver

Failure by either party to enforce any provision of the Agreement shall not be deemed a waiver of that provision or of the right to enforce it later.

10.5 Entire Agreement

These Terms, together with the service agreement and any data processing agreement, constitute the entire agreement between the parties and supersede all prior proposals, understandings, or agreements, whether oral or written.

10.6 Governing Law and Jurisdiction

This Agreement shall be governed by Icelandic law, without regard to its conflict of law principles.

Any disputes arising out of or in connection with the Agreement shall be resolved by the District Court of Reykjavík, unless otherwise agreed in writing. This License Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.