1. The performance benchmarking Report service (“LUMINA”) is a service provided by DNV Business Assurance AS, a company incorporated in and governed by the laws of Norway, to the management system certification customers of DNV Business Assurance holding a management system certification agreement with a legal entity within DNV Business Assurance Group.
2. LUMINA™ is a trademark of DNV AS.
3. These terms (“the Terms”) shall govern the license to use the following LUMINA services (“the License”):
- LUMINA
- LUMINA Plus
4. LUMINA customers may upgrade their License to include LUMINA Plus by following the instructions available through the LUMINA application and at dnvgl.com.
5. The Terms supersede and invalidate all prior representations relating to the subject matter hereof. Customer’s terms and conditions included in any of Customer’s purchase orders, call-off orders or similar shall be nul, void and disregarded. No other amendment and/or variation to the Terms shall be valid unless duly signed by/on behalf of both parties.
6. BY CLICKING “I ACCEPT” YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS, AND THAT YOU ARE AUTHORIZED TO SIGN FOR AND BIND THE COMPANY, CORPORATION OR OTHER LEGAL ENTITY ON BEHALF OF WHICH YOU ACT (“THE CUSTOMER”). IF YOU ARE NOT AUTHORIZED TO SIGN FOR AND BIND THE CUSTOMER, THEN DO NOT AGREE TO THE TERMS AND CONDITIONS AND DO NOT ACCESS OR USE LUMINA OR LUMINA PLUS. BY CLICKING “I ACCEPT” BELOW, THE ENTITY YOU REPRESENT IS SIGNING THIS AGREEMENT, AND IS AGREEING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT.
7. No amendment and/or variation to the Terms are valid unless duly signed by/on behalf of both the Customer and DNV AS.
8. The Terms shall be governed and interpreted in accordance with Norwegian law. Any dispute arising from or in connection with these Terms, LUMINA/LUMINA Plus or the use thereof, whether in contract or in tort, or otherwise in respect of any information, whether express or implied, given on or through LUMINA/LUMINA Plus, shall be subject to the exclusive jurisdiction of the courts of Norway.
9. LUMINA and LUMINA Plus are proprietary tools, subject to the copyright of DNV AS.
10. Unless a shorter license period is agreed, the license to use LUMINA Plus shall give Customer and Customer’s parent companies, affiliates and subsidiaries (hereinafter “Customer Group”) a restricted and time-limited right to use LUMINA Plus for its and their internal purposes for a period of 36 months, including by copying and downloading material and information to which access is being given, solely for its internal purposes.
11. The License and access to LUMINA Plus and LUMINA shall terminate automatically upon notice of termination of the relevant management system certification agreement.
12. The License does not include any right to further distribute or modify the material given access to through LUMINA other than explicitly set out in clause 10.
13. Customer shall ensure that access to LUMINA or LUMINA Plus or any material downloaded therefrom shall not be given to anyone outside of Customer Group.
14. All information and/or material given access to through LUMINA or LUMINA Plus shall constitute confidential information. The service is specific for the Customer, and shall be used solely for the internal purposes of Customer Group.
15. LUMINA or LUMINA Plus do not imply any license to use or refer to DNV, its trademarks, trade names or logos, other than strictly necessary for Customer’s use of LUMINA or LUMINA Plus.
16. The Customer shall ensure that any user names and passwords provided for access to LUMINA or LUMINA Plus shall only be disclosed to the personal user, and shall be kept confidential by the user to whom such user name and/or password is provided; and the same will not be disclosed to third parties, or other employees or representatives of the Customer without DNV prior written consent. The Customer shall immediately notify DNV GL if it becomes aware of the loss, theft or disclosure to any third party or any unauthorised use of a user name and/or password.
17. Unless otherwise set out in the order form, the Customer shall pay DNV for LUMINA Plus, as specified in this agreement. Payment shall be made by credit card when signing up or to DNV bank account as stated on the invoice within 30 days of the date of the invoice. Prices quoted are exclusive of VAT, any other local sales taxes and/or withholding taxes, and shall be for Customer’s account. Without prejudice to any other right available to it at law or hereunder, DNV shall be entitled to withhold or suspend access to LUMINA Plus should Customer fail to make and/or make late payment and DNV shall further have the right to charge a market standard default interest rate for late payment.
18. Access to LUMINA Plus will be denied if timely payment is not made by the Customer.
19. The Customer hereby gives DNV Group the right to use for statistical, analytical and other benchmarking purposes any information collected or generated in the course of work performed for Customer or Customer Group, provided that such is kept internal or published only in aggregated anonymous forms.
20. WHILE DNV USES REASONABLE EFFORTS TO ENSURE THAT THE INFORMATION PROVIDED THROUGH LUMINA AND LUMINA PLUS IS ACCURATE AND UP-TO-DATE, DNV MAKES NO WARRANTIES IN RESPECT OF LUMINA/LUMINA PLUS OR THE USE THEREOF. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LUMINA AND LUMINA PLUS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS DNV AS, ITS AFFILIATES, PARENT COMPANIES AND SUBCONTRACTORS (HEREINAFTER DNV GL GROUP) FROM AND AGAINST ANY CLAIMS FROM THIRD PARTIES ARISING FROM OR IN CONNECTION WITH CUSTOMER’S ACCESS TO OR USE OF LUMINA/LUMINA PLUS. THIRD PARTIES IN THIS CLAUSE 20 INCLUDE CUSTOMER’S AFFILIATES, SUBSIDIARIES, PARENT COMPANIES AND OTHER COMPANIES IN CUSTOMER GROUP.
21. TO THE EXTENT PERMITTED BY APPLICABLE LAW, DNV GROUP DOES NOT ASSUME ANY LEGAL LIABILITY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE, WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, PRODUCTION, REVENUE, PROFITS OR DATA ARISING FROM OR IN CONNECTION WITH LUMINA/LUMINA PLUS OR THE USE THEREOF.
22. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATED, AGGREGATE LIABILITY OF DNV GROUP ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, LUMINA/LUMINA PLUS OR THE USE THEREOF, WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), SHALL BE LIMITED TO TEN TIMES THE LUMINA PLUS FEE PAID OR 100.000 NOK, WHICHEVER IS THE LESSER. CUSTOMER SHALL INDEMNIFY AND HOLD HARMLESS DNV GROUP FROM ANY CLAIMS FROM CUSTOMER’S AFFILIATES, SUBSIDIARIES, PARENT COMPANIES AND OTHER COMPANIES IN CUSTOMER GROUP ARISING FROM OR IN CONNECTION WITH LUMINA/LUMINA PLUS OR THE USE THEREOF.