NORNORM FURNITURE SUBSCRIPTION TERMS & CONDITIONS - VERSION 2 AUGUST 2022
These Terms & Conditions apply to the Agreement made between NORNORM and Customer, jointly referred to as “the Parties”. These Terms & Conditions consist of the following Parts:
Part 1 – Definitions and Interpretations
Part 2 – Flexible Services
Part 3 – Fees and Payment Terms & Conditions
Part 4 – General Terms & Conditions
Part 5 – Governing Law & Jurisdiction
Customer understands and accepts that any general (purchase) terms or conditions of Customer are explicitly rejected by NORNORM and are therefore not applicable to the Agreement.
Unless the context otherwise requires, words importing the plural shall include the singular and vice versa.
PART 1 – DEFINITIONS AND INTERPRETATION
The following definitions and rules of interpretation apply to the Agreement:
Affiliate: (i) any group company or subsidiary of NORNORM or Customer, or (ii) any other legal entity in relation to which NORNORM or Customer has direct or indirect control or owns directly or indirectly more than 50% (fifty percent) of the voting capital or similar right of ownership; “control” for this purpose means the power to direct the management and the policies of such entity whether through the ownership of voting capital, by contract or otherwise.
Agreement: the furniture subscription agreement between NORNORM and Customer, to which these Terms & Conditions apply.
Business Day: a day, other than a Saturday, Sunday, or public holiday in the country where the Site is located.
Design Solution: the furnishing solution as proposed by NORNORM, as detailed in the Agreement.
Functional Changes: changes based on the functional requirements of Customer, which can be requested by Customer during the Regular Check-Ins.
Functional Solution: an office solution that enables Customer to make reasonable use of the office.
Handover Date: the date on which the delivery of the Subscription Furniture is complete to the extent that both Parties deem the implemented Design Solution as functional to use.
NNIF: NORNORM International Furnishings ApS, with office address at Bådsmandsstræde 19B, 1407 Copenhagen K, Denmark, CVR-no.: 42 49 04 07, which is the legal owner of and has sole title to the Subscription Furniture and which has entered into a lease agreement with NORNORM to enable NORNORM to enter into the Agreement.
Repair Service: the repair services provided on the Subscription Furniture as defined in the Agreement.
Services: any interior design, project planning, project management and other services provided by NORNORM to Customer as set out in more detail in Part 2 and Part 3.
Site: the location detailed in the Agreement at which the Design solution shall be implemented.
Subscription Commencement Date: the start date of the Subscription Period, equal to the Handover Date.
Subscription Furniture: the items of furniture (also ‘item’) to be made available by NORNORM to Customer on a subscription basis, for use at the Site during the Subscription Period, as set out in more detail in the Agreement, as well as all substitutions, replacements or renewals of such items and all related manuals and instructions.
Subscription Period: the period during which Customer subscribes to the Subscription Furniture as set out in Part 3 and clause 4.4 (Term & Termination).
Switching Days: agreed days (which will not occur more than 1 (one) time per quarter) on which any changes related to the already implemented Design Solution will be carried out, as described in more detail in Part 2.
PART 2 – FLEXIBLE SERVICES
2.1 MAKING CHANGES AND REPLACING FURNITURE
NORNORM’s concept enables flexibility to change as Customer’s functional requirements change. Customer may indicate any requested functional changes, including the replacement, adding or removal of function-based furniture sets during the quarterly check-in that will be initiated by NORNORM via firstname.lastname@example.org. The initial check-in takes place 3 (three) months after the Handover Date, thereafter check-ins take place on a quarterly basis. Additional charges may apply in case changes are requested for certain items. Reference is made to clause 3.3.2. Additional Pick-up Fees. The possibility to do Functional Changes does not apply to phone booths, pods and flexible walls.
2.2 SWITCHING DAYS
Any Functional Changes or adaptations to the Design Solution resulting from the quarterly check-ins will be executed on quarterly Switching Days. Switching Days allow NORNORM to plan for deliveries in the most efficient and sustainable way. NORNORM will determine the quarterly Switching Days & inform Customer accordingly.
2.3 SCALING UP OR DOWN
In case Customer needs to scale up or scale down at the Site, NORNORM will adapt the Design Solution as part of the Services. In case the adapted Design Solution results in a reduction or addition to the total square meters for which customer has subscribed, the monthly Subscription fee will be adjusted accordingly. In case of a scale up, Customer will only pay an extra Start-up Fee for the additional square meters. In case of a reduction, the applicable notice period as set out in clause 4.4.2 applies.
NORNORM offers a Repair Service as part of the Subscription. NORNORM will attend to any damage to the Subscription Furniture resulting from normal wear & tear: NORNORM will apply a fair wear & tear evaluation process. In the case an item is broken as a result of normal use, NORNORM will replace it as part of the Subscription. Reference is made to clause 4.1.12 (Repair or Replacement). In case the same item is not available at short notice, NORNORM will exchange the item with an equivalent item.
PART 3 – FEES AND PAYMENT TERMS & CONDITIONS
3.1 NORNORM SUBSCRIPTION FEES
The applicable Subscription Fees shall be calculated per square meter per month and shall be provided in the Agreement.
3.1.1 Payment Terms Subscription
3.1.2 Scope Subscription
3.1.3 Out of Scope Subscription
3.2 NORNORM START-UP FEE
The applicable Start-up Fee shall be provided in the Agreement.
3.2.1 Payment Terms Start-up Fee
3.2.2 Scope Start-up Fee
3.2.3 Out of Scope Start-up Fee
Installation costs for fixed items to the wall, floor or ceiling, and electrical systems and connections (including connecting Subscription Furniture to power source(s)).
3.3 ADDITIONAL FEES
3.3.1 Additional Monthly Fees & Start-up Fees
Additional Monthly Fees are applicable for certain items, including but not limited to phone booths, meeting pods, flexible wall solutions or Herman Miller chairs.
3.3.2 Additional Pick-up Fees
Additional fees are applicable for phone booths, pods and flexible walls:
3.3.3 Additional charges concerning the delivery & implementation:
Additional charges may be applicable for delivery & implementation of the Subscription Furniture in case of (but not limited to):
3.4 PAYMENT FORM
All fees invoiced per Site shall be paid in Euro and shall be made by bank transfer to such account as notified by NORNORM to Customer on the monthly invoice.
3.5 TAXES & DUTIES
All agreed fees are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by Customer at the rate and in the manner from time to time prescribed by law.
3.6 LATE PAYMENTS AND DISPUTES
Customer shall notify NORNORM in writing of any dispute with an invoice, along with a reasonably detailed description of the dispute, within 30 (thirty) days from the date of such invoice. In the event any undisputed invoices are not paid on or before the date such payments are due under the Agreement, NORNORM will issue up to 2 (two) reminders, after which NORNORM will be entitled to enforce a late payment penalty to 8% (eight percent) per year of the amount that is overdue, leaving the right of NORNORM for full compensation of damages (including costs), incurred by the late payment, unaffected.
3.7 PRICE ADJUSTMENT
NORNORM is entitled to adjust the prices at any time. NORNORM shall inform Customer of a price adjustment 6 (six) months prior to the date on which the adjusted price is put into effect. If Customer does not accept the adjusted prices, Customer may terminate the Agreement observing the applicable notice period.
3.8 INVOICING DETAILS
Customer is to provide the following invoicing details to email@example.com upon signing this Agreement: Customer’s i) legal (invoicing) entity name; ii) VAT number; iii) invoicing email-address. Customer is to inform NORNORM of any changes to the invoicing details via firstname.lastname@example.org.
PART 4 – GENERAL TERMS & CONDITIONS
4.1 SUBSCRIPTION FURNITURE
4.1.1 Delivery Conditions
NORNORM, or a third party appointed by NORNORM, shall deliver, assemble, and install the Subscription Furniture at the Site. NORNORM is responsible for the correct assembly and installation of the Subscription Furniture. In the event the characteristics of the Site differ from the information provided by Customer, NORNORM will use its best efforts to make the necessary adjustments, but Customer shall be responsible for all additional costs relating to such adjustments. Depending on the nature and extent of the adjustments, the Parties shall amend the Agreement and adjust the agreed fees accordingly.
4.1.2 Installation & Handover
Customer shall secure that a duly authorized representative of Customer is present at the time of the installation of the Subscription Furniture. NORNORM shall confirm the Handover Date to Customer. On the Handover Date, the Parties agree that a Functional Solution shall be in place. Upon request of either of the Parties, on the Handover Date, the representative of Customer shall confirm the Handover Document provided by NORNORM, which shall reflect that:
NORNORM shall use all reasonable endeavors to deliver the Subscription Furniture by the date and time agreed between the Parties. However:
4.1.4 Working Conditions
Customer shall at its sole expense provide all facilities, access, and suitable working conditions to enable delivery, assembly, and installation of the Subscription Furniture to be carried out safely and expeditiously. Any construction- or interior refurbishment works should be completed prior to delivery of the Subscription Furniture.
4.1.5 Moving Subscription Furniture to another Location
Under no conditions may Customer move the Subscription Furniture to another location than the Site, without prior written approval from NORNORM. In case Customer moves their office to a new location other than the Site and wishes to continue with NORNORM’s services, this will be treated as a new project. This means that the Design Solution will be adapted to the new Site and agreed upon, a new Agreement specific to the new Site will be signed between the Parties, and a new Start-up Fee and Monthly Subscription Fee for the billable square meters of the new Site will be applicable.
4.1.6 Used, Refurbished Items
Circularity is the core of NORNORM’s business. The Subscription Furniture provided is new or better than new. ‘Better than new’ items look and feel new, but are in fact used, refurbished items that have been used by other customers before. This is how both Customer and NORNORM can take part in a circular economy. NORNORM takes pride in reusing items and providing the items with a new lease on life.
4.1.7 Customer’s Obligations
Customer shall during the term of the Agreement:
4.1.8 Use of Subscription Furniture by Third-party
If and to the extent that the Subscription Furniture is made available by Customer for use by a third-party user at the Site, Customer shall ensure that Customer’s obligations as set out in clause 4.1.7 shall be mirrored in an agreement to be entered into between Customer and such a third party, satisfactory to NORNORM, and name NORNORM as a third-party beneficiary to such provisions. In any event, the use of the Subscription Furniture by a third-party user shall be for risk and account of Customer.
4.1.9 Intellectual Property
All intellectual property rights in any design or other works prepared by NORNORM shall remain with NORNORM. Customer shall not be entitled to use the design for any other purpose than as basis for the supply by NORNORM of the Subscription Furniture as agreed in the Agreement. Each Party shall respect all intellectual property rights of the Other Party or any third party.
4.1.10 Service Warranty
NORNORM warrants and represents that (i) it is qualified to perform the Services; (ii) all the Services shall be performed by qualified personnel, which will be properly supervised; and (iii) the Services shall be performed in a professional and workmanlike manner in accordance with all material respects with the terms of the Agreement.
NORNORM warrants that the Subscription Furniture shall substantially conform to their specification, be of satisfactory quality and be fit for any purpose held out by NORNORM and as specified further in the Agreement.
4.1.12 Repair or Replacement
In case of damaged Subscription Furniture resulting from normal wear & tear, NORNORM will be responsible for repair of the item or replacement with a comparable item, at its sole discretion, but in accordance with the Agreement. These repair or replacement costs are for the account of NORNORM. If the defect (damage) materializes as a result of misuse, neglect, alteration, mis-handling or unauthorized manipulation or any other cause that can be attributed to Customer or a third party beyond normal wear and tear, all cost for repair and replacement will be charged to Customer.
4.1.13 Commercial or Professional Use
If and to the extent that the Subscription Furniture is not specifically designed, certified, or approved for use in a commercial or professional environment, NORNORM will inform Customer immediately and shall not be liable or responsible for the fitness of such items for Customer’s purpose. NORNORM shall notify Customer of any such restrictions with respect to the Subscription Furniture.
4.1.14 Compliance Design Solution with Local Regulations
It is Customer’s sole responsibility to ensure that the Design Solution and any changes to the Design Solution complies with local regulations, including but not limited to fire regulations and regulations regarding working conditions. NORNORM cannot be held liable for any damages, cost, penalties and/or administrative fines incurred by Customer as a result of such a failure to comply with local regulations.
4.1.15 Compliance Phone Booths, Meeting Pods and Flexible Walls with Local Regulations & Construction Requirements of the Site
Any phone booth(s) or meeting pod(s) included in the Subscription Furniture meets EU-regulations. This however does not necessarily mean that these phone pods, meeting pods or flexible walls meet local regulations, including fire regulations, which might require that (for example) a sprinkler installation is installed in the pod(s) Prior to the implementation of the phone booths, meeting pods or flexible walls,it is the obligation of Customer to:
Customer acknowledges and agrees that NORNORM is not responsible for ensuring that the phones pod(s) or meeting pod(s) delivered meet local regulations and NORNORM cannot be held liable for any damages, cost, penalties and/or administrative fines incurred by Customer as a result of such a failure to comply with local regulations.
4.1.16 Connecting Subscription Furniture to Power Source
NORNORM is not responsible for connecting any items belonging to the Subscription Furniture, including but not limited to phone pods or meeting pods, to a power source.
4.2 TITLE, RISK AND INSURANCE
Customer accepts and acknowledges that the Subscription Furniture at all times shall remain the property of NNIF and Customer shall have no right, title or interest in or to the Subscription Furniture (save the right to use the Subscription Furniture in accordance with the terms and conditions of the Agreement). Customer also accepts and acknowledges that NORNORM, upon instructions of NNIF, may be obliged to repossess the Subscription Furniture and/or terminate the Agreement and that NNIF, if NORNORM fails to comply with such instructions, itself is entitled to claim possession of the Subscription Furniture.
The risk of loss, theft, damage, or destruction of the Subscription Furniture shall pass to Customer at the moment of receiving the Subscription Furniture at the Site. The Subscription Furniture shall remain at the sole risk of Customer during the Subscription Period and any further term during which the Subscription Furniture is made available to, or in custody or control of Customer until such time as the Subscription Furniture is collected by NORNORM (or, where applicable, by NNIF).
During the Subscription Period, Customer shall, at its own expense, obtain and maintain insurance to a value not less than the full replacement value of the Subscription Furniture, against all risks commonly insured against, including but not limited to risk of loss, damage or destruction by fire, theft or accident, and such other risks as NORNORM may from time to time nominate in writing. The full replacement value of the Subscription Furniture is to be set at € 300, - (three hundred Euros) per square meter. In any event, the insurance shall expressly extend to items belonging to NNIF. If Customer fails to effect or maintain any of the insurances required under the Agreement, NORNORM shall be entitled to effect and maintain the same (where applicable on behalf and for the benefit of NNIF), pay such premiums as may be necessary for that purpose and recover the same as an expense and debt due from Customer.
4.2.4 Proof of Insurance
Customer shall, upon acceptance and handover of the installation as described in clause 4.1.2, supply copies of the relevant insurance policies or other insurance confirmation acceptable to NORNORM (via email@example.com) that show that NORNORM (to the extent legally required: as representative of and for the benefit of NNIF) is the beneficiary to any claims paid out in relation to goods having been provided by NORNORM under the Agreement and proof of premium payment to NORNORM to confirm the insurance arrangements.
4.3.1 Scope of Liability
The scope of liability in this clause 4.3 applies to every liability arising under or in connection with the Agreement including but not limited to liability in contract, negligence, and wrongful act.
4.3.2 Aggregate Liability
Subject to clause 4.3.3, the aggregate liability of each Party during the term of the Agreement (including any liability for the acts or omissions of its employees, agents, and subcontractors) shall not exceed an amount equal to 12 (twelve) months’ subscription fee.
4.3.3 Indirect or Consequential Loss or Damage
Neither Party shall be liable under the Agreement for any loss of profit, loss of revenue, loss of business, or other indirect or consequential loss or damage, in each case, however caused, even if foreseeable.
Nothing in the Agreement limits any liability which cannot legally be limited including but not limited to liability for death or personal injury, willful intent, or gross negligence.
4.3.5 Extent of Obligations and Liabilities
The Agreement sets forth the full extent of each Party’s obligations and liabilities in respect of the Services and the Subscription Furniture.
4.4 TERM AND TERMINATION
4.4.1 Effective Date
The Agreement shall be effective as of the date stated at its top and shall remain effective until terminated in accordance with this clause 4.4.
4.4.2 Duration & Termination
The Subscription Period shall start on the Subscription Commencement Date and shall continue for an indefinite term. Either Party shall be entitled to terminate the Agreement for convenience while observing a notice period of 6 (six) months. The notice period of 6 (six) months is applicable for:
Termination notice is to be submitted in writing to the Other Party. Customer is to notify NORNORM of termination via firstname.lastname@example.org.
4.4.3 Termination with Immediate Effect
Without affecting any other right or remedy available to it, either Party may terminate the Agreement with immediate effect by giving written notice to the Other Party if such Other Party:
Customer shall without undue delay notify NORNORM in the event that a creditor of Customer (including the relevant tax authorities) seeks to, attaches or takes possession of the Subscription Furniture, or of the whole or any part of Customer’s assets. In the event such attachment or process is not discharged within 15 (fifteen) business days, NORNORM shall be entitled to terminate the Agreement with immediate effect and NORNORM (where applicable acting on the behalf and for the benefit of NNIF) should have to recover such creditor possessions of the Subscription Furniture, the costs incurred will be for the account of and charged to Customer. Should such recovery not be reasonably possible, Customer shall reimburse NORNORM for the full value of the relevant Subscription Furniture.
4.5 CONSEQUENCES OF TERMINATION
4.5.1 Use of Subscription Furniture after Termination
Upon termination of the Agreement (which would, for the avoidance of doubt and unless agreed otherwise in Annex 2 of the Agreement, terminate after a 6 (six) month notice period), however caused, NORNORM’s consent to Customer’s use of the Subscription Furniture shall terminate and NORNORM (to the extent legally required: as representative of and for the benefit of NNIF) may, by its authorized representatives, with a notice of 5 (five) business days and confirmed contact with Customer retake possession of the Subscription Furniture and for this purpose may enter the Site or any premises under the guidance of Customer or its authorized representatives at which the Subscription Furniture is located.
4.5.2 Termination Pursuant to Bad Faith
Upon termination of the Agreement by NORNORM pursuant proven manifested bad faith behavior on topics as outlined in clause 4.4.3 & clause 4.4.4 (without prejudice to any other rights or remedies of NORNORM) Customer will be obliged to pay (i) all outstanding monthly terms and the remaining monthly terms during the notice period, (ii) late payment interest and collection costs, if applicable, (iii) the costs incurred in repossessing the Subscription Furniture, and (iv) the then applicable de-installation fee for the Subscription Furniture. The total costs charged for (iii) and (iv) are € 15, - (fifteen Euros) per square meter (excluding VAT).
4.5.3 Accrued Rights and Obligations
Termination or expiry of the Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
4.5.4 Flexible Services
The Flexible Services outlined in Part 2 of this Agreement will no longer apply once notice of termination has been issued.
4.6 FORCE MAJEURE
Neither Party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 8 (eight) weeks, either Party may terminate the Agreement by giving 7 (seven) days’ written notice to the Other Party.
4.7 CONFIDENTIAL INFORMATION
4.7.1 Disclosure of Confidential Information
Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the Other Party or of any member of the group of companies to which the Other Party belongs, except as permitted by clause 4.7.2.
4.7.2 Affiliates, Employees, Officers, Representatives, Advisors
Each Party may disclose the Other Party’s confidential information to its Affiliates, employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the Party’s obligations under the Agreement. Each Party shall ensure that its Affiliates, employees, officers, representatives, or advisors to whom it discloses the Other Party’s confidential information comply with this clause 11; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
4.7.3 Use of Confidential Information
No Party shall use any other Party’s confidential information for any purpose other than to perform its obligations under the Agreement.
The Agreement is personal to each Party and neither Party shall assign, transfer, subcontract, delegate or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of the Other Party.
Each Party shall be entitled to assign, transfer, or encumber any or all of their rights and claims under or pursuant to the Agreement (or, where applicable assign or transfer its legal relationship with the Other Party (in whole or in part)) to or for the benefit of an Affiliate.
No variation of the Agreement shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).
Any notice or other communication given to a Party under or in connection with the Agreement shall be in writing and shall be delivered by post or sent by email to the address specified by each Party from time to time.
4.11 RIGHTS AND REMEDIES
Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
4.12.1 Validity and Enforceability
If any provision or part-provision of the Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
4.12.2 Replacement Provision
If any provision or part-provision of the Agreement is deemed deleted the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
4.13 USE OF NAME
4.13.1 For Marketing Purposes
The Parties are entitled to use the Other Party’s name and logo for marketing purposes, including (but not limited to):
4.13.2 Of Affiliates
The Parties shall not use in any way any trade name, business name, logotype or trademark owned by any Affiliate of the Other Party, unless it has received written approval by an authorized representative of the Other Party.
PART 5 – GOVERNING LAW AND JURISDICTION
5.1 Governing Law
The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by the laws of the country where the engaging NORNORM entity is based.
All disputes arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction of the Courts of the municipality where the engaging NORNORM entity is based.