Terms for Access and Use

General terms and conditions for Orbit Subscriptions.

1.   Access rights

The access rights granted the Customer as well as the services provided by Orbit are outlined in the Powered by Orbit Module descriptions available at www.getorbit.com. As the content of the Powered by Orbit Modules may be adjusted by Orbit on reasonable notice, the description at the said web site will be binding for the Parties relationship during the subscription period.

The Facilities are defined as available office space at premises operated by Orbit (Satellites) on conditions defined in the Customer’s Powered by Orbit Module and the Subscriptions purchased by the Customer on behalf of Customer’s customers and/or employees (the “Facilities”).

The use of the Facilities is governed by Clause 2 and 3 below. “Services” are those available in the Orbit systems, apps and other interfaces (the “Orbit Software”) and which may be accessed and/or ordered through the Orbit Software. The use of such Services is governed by Clause 4 below.

The Customer will ensure that any and all of the Customer’s employees, customers and/or other individuals that the Customer grants access to Orbit’s Facilities and/or services shall have a valid Orbit Subscription before commencing use of the Facilities. This requirement does not cover guests of the Customer’s employees who are given access as such.

The Customer shall ensure that the holders of the Orbit Subscriptions have read and accepted these General Terms and infractions of these General Terms by the subscription holders shall be considered as an infraction by the Customer.

2. Initial handover of the Facilities to Customer

2.1 Access to the Facilities

2.1.1 On At the date agreed between the Parties in Clause 1, the Customer having paid the advance defined in Clause 5.1.4 and the subscriptions listed in Clause 1 being fully paid, Orbit shall provide the Tenant with the identity cards linked to each subscription (the “Identity Cards”).

2.1.2 These Identity Cards will provide the person identified on the card with access rights to the Facilities and the services defined in the subscription. Loss of an Identity Card must immediately be reported to Orbit personnel at the closest facility or at [security@getorbit.com].

The Identity Card is personal and may not be transferred to another person, regardless of whether this is an employee of the Customer, without prior written permission from Orbit.

2.1.3 Orbit will from time to time conduct access controls in the Facilities. Misuse of the Identity Cards will be grounds for cancellation for cause of the individual’s subscription and repeated misuse by the Customer’s employees/customers will be grounds for termination of this Agreement for cause.

3.    The use of the Facilities

3.1 All users of the Orbit Facilities are subject to the same rules of conduct and requirements as to behaviour on the premises.

The Orbit concept is based on extensive self-service from the Customers during ordinary tenancy and/or execution of daily tasks, by means of the Orbit Software. Any Orbit staff at the premises will primarily be available for “pay for use” services beyond normal use and the Customer should be aware that use of Orbit staff will be billed separately.

3.1.1 The facility is available on a 24-7 basis, with scheduled maintenance and upgrade periods. There is no reserved seating and all joint Facilities are available to all users on an equal basis.

3.1.2 Where the building includes a cafeteria, the Customer’s personnel may purchase food by use of their Identity Cards. Food shall be consumed on the cafeteria premises. If no cafeteria exists, food shall be consumed in those parts of the public spaces reserved for eating. Eating is not allowed at the co-working spaces.

3.1.3 The Customer is allowed to receive visitors and/or customers at the Facilities but shall not use co-working spaces for meetings or entertaining visitors. The Tenant must ensure that their employees, customers with Identity Cards and other visitors (“Customer’s Personnel”) use the dedicated meeting spaces for such use. Use of the meeting spaces for whole-day conferences or similar activities is not included in the Customer’s access rights and such use, and its commercial terms, must be agreed with Orbit in advance.

3.1.4 The Customer’s Personnel should ensure that the overall working environment is productive and forms a basis for development and growth for all users. Noise levels must be contained in order not to disturb other users.

3.1.5 The joint areas, including eating and lounge facilities, are designed as temporary areas for rest and networking, not continuous daily work. If Orbit staff consider that a member’s use of the space is impeding other members from having fair use of the space, we might ask that they adjust their behaviour or moderate their use.

3.1.6 The Customer shall address commercial messages, advertising and similar forms of communication to other Customers and/or subscribing members exclusively through those means of communication that Orbit has established for such use, such as network events, electronic notice boards, etc. if and where these are established. No mass advertising to other Customers and/or subscribing members is allowed.

3.1.7 Animals are not allowed on the premises, with the exception of guide dogs.

3.1.8 No smoking is allowed on any of the premises, including in any spaces reserved for the Customer’s exclusive use.

3.1.9 The Customer’s Personnel shall comply with Orbit personnel’s requests and directions regarding safety, behaviour in the joint Facilities and/or other issues common to all users. The Tenant’s employees and guests shall familiarise themselves with the HSE information regarding the premises in force at any given time.

3.1.10 The Customer’s personnel, employees, customers, guests and/or executives shall not engage in any form of harassing, discriminatory and/or offensive behaviour, verbal or non-verbal, towards Orbit staff, other customers, subscribing members or their guests and/or customers. Breach of this provision may result in termination of the Agreement for cause.

3.1.11 If any of the Customer’s Personnel causes damage to the premises and/or any other Customer’s personnel or any subscribing member, or their possessions and equipment, the Customer shall compensate Orbit or the other user for the damage caused, irrespective of the Customer’s own responsibility.

3.1.12 The Customer shall leave the office space in a tidy state at the end of each working day, as well as upon the expiry of the Agreement Term. If the Facilities does not include use of a designated office or a designated office space, the Customer shall also remove all of his or her belongings at the end of each working day.  

3.1.13 The Customer shall carry out no changes at, or to, the Facilities without the prior written consent of Orbit.

3.1.14   Orbit may freely change the size, location and design of the Facilities and the Common Areas.

3.2 The Facilities are intended for office use only.

3.2.1 No change in the activities, including engagement in other, related activities, shall be permitted without the prior written consent of Orbit.

3.2.2 The Customer shall handle both the Premises and the remainder of the property with due care.  

3.2.3 The users shall not install their own office equipment beyond personal computers, phones and other personal equipment. No refrigerators, heaters, coffee machines, copying machines or other large office equipment (the list is not exhaustive) shall be installed in the premises.

3.2.4 If the Customer needs to install equipment that requires more electricity than ordinary personal equipment, the Customer shall inform Orbit in advance. The equipment shall not be installed before Orbit has considered how it may be used in conformity with the principles in Clause 3.1 above.

3.3 Orbit’s responsibility for the use of the premises

3.3.1 Orbit will ensure that the co-working spaces, single working spaces, meeting Facilities and joint areas at the premises are professionally laid-out and maintained at all times and includes reasonable storage for documents and personal items for Customer’s employees and/or customers with Identity Cards.

3.3.2 Orbit will ensure that booking systems for the meeting Facilities are updated and available and that the IT systems that provide access to other services on the Orbit platform are updated and available 24-7, excluding reasonable downtime for maintenance and immediate repairs.

3.3.3 Orbit will ensure that internet connections, printer, coffee machines and other office equipment is online and available. If any of the office equipment or the internet connection is unavailable for any reason, Orbit will immediately commence repairs but has no responsibility for loss caused as a result of this unavailability, including, but not limited to, delay and/or loss of data.

3.3.4 Orbit has no responsibility for loss or damage caused by Customer’s Personnel visiting or working at the premises, including but not limited to, loss of equipment, documents, personal items and/or data.  

3.3.5 Orbit has no responsibility for loss or damage due to receipt of mail or packages at the facility on behalf of the Customer.

3.4 Use of space reserved for the exclusive use of the Customer

3.4.1 The Customer shall keep the exclusive areas locked when not in use and reserve the use of the areas for the Customer’s personnel and/or customers as the Customers finds appropriate. Consequences of unauthorised access will be at the Customer’s cost and risk.

3.4.2 The Customer shall not without prior written permission from Orbit install signs on the doors and/or other areas visible from the outside or the rest of the Facilities. Nor shall the Customer install locks on windows and/or doors or change the existing locks.

3.4.3 The Customer shall not use exclusive areas for production or storage of goods beyond ordinary office material for the use of the Customer’s personnel.

3.4.4 Orbit shall be granted access to the Facilities on all days, for purposes of repair, maintenance, inspection, appraisal, refurbishment work, etc. The Customer shall accept such work without any damages or reduction of the Payment, unless the Customer suffers material inconvenience.

3.4.5 Orbit may freely change the size, location and design of the Facilities and the Common Areas.

3.4.6 The Customer shall carry out no changes at, or to, the Facilities without the prior written consent of Orbit.

3.4.7 The Customer shall leave the office space in a tidy state at the end of each working day, as well as upon the expiry of the Agreement Term.

4. Ordering and use of Services

4.1 As a part of its service offering, Orbit allows third party suppliers of services access to the Orbit Software in order to provide services in connection with the Customer and/or any subscribing member’s use of the Facilities (“Third Party Suppliers”).

4.1.1 If the Customer’s Personnel places an order with a third party provider by means of the Orbit Software, the contract for payment and delivery of the service is concluded directly between the person among the Customer’s Personnel placing the order by means of his/her Identity Card and the Third Party Supplier in question.

4.1.2 The Third Party Supplier will be responsible for the fulfilment of the order and the person holding the Identity Card connected to the order will be responsible for the payment. Under no circumstance will Orbit be responsible for deficiencies in deliveries from the Third Party Supplier, nor will Orbit be able to stop payment or otherwise interfere with the payment processing on any request from the Customer’s or the Customer’s Personnel.

4.2 Orbit will, at their sole discretion, add or remove services and Third Party Suppliers from the Orbit Software. If a Third Party Supplier is removed before the Tenant’s order is completed, this removal from the Orbit Software should not affect any contract concluded before the removal, although Orbit cannot warrant the behaviour of any Third Party Supplier.  

4.3 Orbit will ensure smooth delivery of any services connected with the Facilities, including access to the Facility in question for Third Party Personnel. However Orbit will not be responsible for any delays or other deficiencies in delivery that stems from the Third Party Supplier not being able to find the Facility, access the Facility in the required manner or otherwise due to issues under the Third Party Supplier’s control.

4.4 Beyond what is expressly stated in Clause 6.3 above, Orbit has no responsibility for the Customer’s use of Third Party Suppliers, including, but not limited to, delays, loss of data, theft by Third Party Supplier personnel at the Facility or any other loss directly or indirectly caused by the Customer or the Customer’s Personnel using any such Third Party Supplier.

5. Payment, termination and limitation of liability

5.1 Fees and advance payment

5.1.1 In consideration of the access to the premises defined in Clause 1 and further specified in this Agreement, the Customer shall pay the fee defined by the selected Powered by Orbit Module (the Consideration) on the [1st] of each calendar month.

5.1.2 Any pay for use services ordered by the Customer’s Personnel and not settled by Identity Card, will be invoiced to the Customer with a [30] days term for payment.

5.1.3 The Customer shall not be entitled to withhold the Consideration and/or any other payment due to secure any claim that the Customer has or may obtain against Orbit as the result of any alleged defect or delay to the Facilities or the Services.

5.1.4 All Tenants are required to make an advance payment of three – 3 – month’s rent according to the current rates for the Powered by Orbit Module defined in Clause 2 at the Signature Date.

5.1.5 Orbit has the right to offset any late payment of the rent or any other payment due from the Tenant with the advance payment defined in Clause 5.1.4 above, without any prior warning to Tenant. After 3 months default of any outstanding invoice, Orbit is entitled to cancel all Identity Cards listed in Clause 1 and any subsequent Identity Cards issued as a result of Orbit Subscriptions issued to the Tenant’s employees and/or customers. Orbit will have an option but no obligation to allow any such Orbit Subscriptions to continue as individual accounts.

5.1.6 If Orbit does not choose to offset late payments under Clause 5.1.5 above, Orbit has at its own discretion the right to charge late payment interest in accordance with the Norwegian Late Payment Interest Act.  

5.2 Adjustment of prices and the Consideration

5.2.1 Orbit has the right to adjust the Consideration defined in the Tenant’s Powered by Orbit Module by the on 1 January of each year, in line with any changes in the consumer price index published by Statistics Norway or, if the said index is abolished, another corresponding public index. The Consideration shall not, however, be adjusted below the Consideration agreed on the date of entering into the Agreement. The original contract index value is the index value as per the month of June in the year in which the Agreement was entered into. Consideration adjustments shall be based on changes from the original contract index value to the most recent known index value as per the adjustment date

5.2.2 Orbit has the right to adjust the monthly fees for the Orbit Subscriptions with 30 days written notice to each subscribing member.

5.3 Termination for cause
5.3.1 Orbit may terminate the Agreement in the event of a material breach incapable of remedy. The Customer and the Customer’s Personnel shall immediately vacate the Facilities upon receipt of notice of termination. If the Customer fails to do so, Orbit will cancel all Identity Cards listed in Clause 1 and any subsequent Identity Cards issued as a result of Orbit Subscriptions issued to the Tenant’s employees and/or customers.

5.3.2 Either Party shall be entitled immediately to terminate this Agreement by written notice to the other if:

5.3.2.1 the other Party commits any material breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

5.3.2.2 any execution, sequestration, action for recovery or rent or other such process is enforced against the whole or any part of the assets of the other Party;

5.3.2.3 the other Party suspends, or threatens to suspend, payment of its debts;

5.3.2.4 the other Party becomes insolvent or commences negotiations with any of its creditors to reschedule any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than where the other Party is a company for a solvent amalgamation or the solvent reconstruction of the other Party;

5.3.2.5 a bankruptcy petition has been filed or order made in respect of the other Party or of a partner of the other Party in the case of a partnership;

5.3.3 The Customer accepts mandatory eviction if the Consideration or any supplementary payments agreed are not paid, cf. Section 13-2, Sub-section 3 (a), of the Enforcement Act. The Tenant also accepts mandatory eviction upon the expiry of the term of this Agreement, cf. Section 13-2, Sub-section 3 (b), of the Enforcement Act.

5.4 Liability of Orbit

5.4.1 Orbit shall only be liable to the other Party under this Agreement for any damage caused by that Orbit’s gross negligence or willful misconduct. In this regard,

5.4.1.1 No compensation for indirect losses may be claimed. An indirect loss is, but is not limited to; the Customer’s loss of profit of any kind, loss due to interrupted operations, loss of use, as well as third party claims.

5.4.1.2 If a price reduction is agreed due to any reduction of service level of Facility availability, the price reduction shall be considered a complete settlement of Orbit’s liability, and any further compensation for such circumstances during the compensation period will be barred.

5.4.1.3 the total claim for compensation under this Agreement, including any price reduction due to reduced service level, cannot exceed the amount invoiced during the previous 3 months covering both rent and pay for use services invoiced to the Customers, excluding any Services settled by Identity Card.

5.4.2 Orbit shall not be liable for loss relating to any error, including security error, in Orbit’s IT systems and/or Internet access.

5.5 Liability of the Customer

5.5.1 The Customer shall be liable for any damage or defect caused by the Customer itself or by anyone to whom the Customer has granted access to the Facilities/premises.

5.5.2 The Customer is responsible for keeping his or her own belongings and interests, etc., insured.

5.5.3 Orbit may terminate the Agreement in the event of material breach of the Agreement, including the Standard Terms, upon which termination the Customer shall immediately vacate the Premises.

5.5.4 Orbit’s notice of termination of the agreement on the basis of material breach shall be given in writing, specifying the reasons for such termination.

5.5.5 The Customer shall have an unlimited liability for any loss suffered by Orbit, whether direct, indirect or consequential, as a consequence of the Customer’s unauthorised use or distribution of any intellectual property as defined in Clause 7.2 or by making it in any way available to a third party.

6. Value added tax

6.1 The Value Added Tax status of the Customer as per signing of the Agreement and its intended use of the Premises is specified in clause 3 above.

6.2 To the extent that the Facilities shall be included in Orbits voluntary registration in the Value Added Tax Register, the Customer warrants that the conditions for registration are met from the time of signing the Agreement and throughout the Agreement Term.

6.3 Orbit shall be entitled to add Value Added Tax at the rate applicable at any given time to the Consideration and any other costs relating to any areas that are to be included in the Orbit’s voluntary registration pursuant to the Agreement, as well as other VATable services. The same applies to any areas that might become included in the Orbit’s registration as the result of mandatory registration for lease of real estate being introduced by statute.

6.4 The Customer shall immediately inform Orbit of any circumstances that may result in changes to the Value Added Tax status of all or part of the Premises/Facilities. The Customer shall also within 14 days complete in writing Orbit’s annual declarations concerning the Customer’s use of the Facilities during the year. The Customer shall indemnify the Customer in respect of any loss that may be incurred by the Orbit, including any reduced right of deduction and any reversal/adjustment of deducted input Value Added Tax, as well as any interest, penalty tax and other costs associated with such loss, as the result of changes to rules governing the use/activities of the Customer or changes to such use on the part of the Customer, sublease, corporate/organisational changes, formal deficiencies or omissions, etc. In calculating the amount of Orbit’s loss, any tax implications on the part of the Orbit shall be taken into account.

6.5 Any claim as the result of the provisions of this Clause 6 shall fall due for payment upon demand.

7. Miscellaneous provisions

7.1 Use of the Facility’s internet access

7.1.1 The internet bandwidth at the Facility is intended for ordinary business use. Processing of large amounts of data such as bitcoin mining, access to large IoT-streams and downloading/processing of significant amounts of data for any and all purposes must be notified to Orbit in advance, Orbit reserves the right to refuse such operations if those could impede the internet access for other users or for any other reason. Orbit may also provide dedicated internet access for that particular use at an additional charge, at Orbit’s sole discretion.

7.1.2 The Customer is responsible for any and all illegal and/or malicious use of the internet connection by any of Customer’s Personnel, including, but not limited to, downloading of criminal content, scams or other forms of violations of the Norwegian criminal code, hacking, phishing or any attempts to contravene third party firewalls. Infractions against this provision will be considered a significant breach of this Agreement, allowing Orbit to terminate the Agreement for cause.

7.2 Intellectual property rights

7.2.1 Orbit is the sole and exclusive owner of the Orbit concept as described in this Agreement and other communications from Orbit, the Orbit Software, and knowhow developed in the concept, solutions, customer adaptations and –interfaces. Unless expressly otherwise agreed, Orbit does not grant the Customer any form of ownership, license, user rights or interests in their intellectual property, beyond what is strictly necessary for the proper use of the Facilities and Services.

7.2.2 Neither the Customer nor any of the Customer’s Personnel shall reverse engineer, decompile or extract information about the Orbit Software or other Orbit intellectual property without prior written approval from Orbit.

7.2.3 Orbit will have the right to use information received through use of the Facilities, the Orbit Software and/or the use of any Services for product improvement and –development purposes, within the boundaries of applicable data protection legislation.

7.2.4 The Parties shall immediately notify each other of any breaches and/or attempted breaches of this Clause of the Agreement or other potential violations of each other’s intellectual property rights. The Parties shall fully indemnify each other against any and all consequences of infringements of this Clause 7.2.

7.3 Data protection

7.3.1 In order to provide the Orbit Subscriptions to the Customer’s employees, customers and/or any other individuals that the Customer wants to grant access to the Facilities on a permanent basis (the “Users”), Orbit will process personal data belonging to these Users pursuant to the terms of Orbit’s Privacy Policy, which can be found on its website https://www.getorbit.com/privacy.

7.3.2 By entering into this Agreement, the Customer acknowledges that:
7.3.2.1 The provision of the Orbit Subscriptions is contingent on Orbit being able and allowed to process personal data of the Users.

7.3.2.2 The Parties are separate data controllers of their respective processing of personal data belonging to the Users.  

7.3.2.3 Orbit’s role as a separate data controller of any personal data of the Users received from either the Customer or the Users themselves shall be limited to the purpose of providing, developing, maintaining and improving the Orbit Subscriptions for the benefit of the Customer and otherwise in order to comply with applicable law.

7.3.2.4 To the extent permitted under applicable data protection legislation, Orbit may utilise the personal data to develop or improve the Orbit Subscriptions, including development based on data and experience gained from the Tenant and the Users use of the Orbit Subscriptions.

7.3.3 The Customer shall provide Orbit’s Privacy Policy to and obtain consent from each User for Orbit’s processing of said User’s personal data. The Customer shall confirm to Orbit that has in fact collected such consents in accordance with applicable law.

7.3.4 The Customer is solely responsible for determining whether it can utilise the Orbit Subscriptions in accordance with applicable data protection legislation and warrants that, in exercising and carrying out its rights and obligations under this Agreement, it will not breach applicable data protection legislation or do or omit to do anything that might cause Orbit to be in breach of the same.

7.4 Fire/destruction

If the Premises are destroyed by fire or other accidental event, Orbit may waive all of its rights and obligations under the Agreement.

7.5 Notices

Any notice, approval, request, authorization, direction or other communication under this Agreement that shall be given in writing, shall be deemed to have been delivered and given for all purposes on the delivery date if sent by e-mail to the Parties’ appointed representatives with copy by regular mail. Each Party may change their representative by written notice to the other Party.

7.6 Assignment

This Agreement shall be binding upon and for the benefit of Orbit, the Customer and their permitted successors and assigns. The Parties may assign this Agreement and all Order Forms as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Except as expressly stated in this Agreement, neither Party may otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other Party, and any attempted assignment or delegation without such consent will be void.  

7.7 Force majeure

If the performance of the Parties’ obligations is prevented by unforeseen circumstances beyond the parties’ control, the Parties’ obligations will be suspended. The Party claiming Force Majeure shall notify the other Party without undue delay. None of the Parties are entitled to additional payment or compensation as long as the Force Majeure period lasts. Both Parties may terminate the Agreement if a substantial part of the counterparty’s performance is prevented for more than 60 days.

7.8 Disputes and venue

The Parties’ contractual relationship is governed by Norwegian law.To the extent that the Agreement falls within the scope of the Tenancy Act, the following provisions of the Tenancy Act shall not apply: Sections 2-15, 3-5, 3-6, 3-8, 4-3, 5-4, Sub-section 1, 5-8, 7-5, 8-4, 8-5, 8-6, Sub-section 2, 10-5 and 10-6. Moreover, the Agreement shall take precedence in all cases where their provisions differ from the non-mandatory provisions of the Tenancy Act.

Disputes relating to this agreement, which cannot be settled by negotiations between the Parties, shall be settled by the ordinary courts, with Oslo, Norway as legal venue.