Terms of Service

These Terms of Service (“Terms of Service”) govern the Customer’s use of the web-based software service from Future Ready (“Service”). The Service is provided by Future Ready AS (“Future Ready”) to the Customer named in an Order.

The Order must state:

• the Customer’s name, organisation number and address
• which Modules and Scope of the Service have been ordered
• fees and billing interval
• Start Date
• contact persons at both parties, including the email address for notices and the invoice address
• any additional terms and additional services agreed between the parties.

The Agreement consists of the Order and the Terms of Service. Additional terms in the Order take priority over the Terms of Service only if the Order expressly states which clause of the Terms of Service they depart from. The Customer’s own purchasing and contract terms do not apply.

The Agreement is concluded when both parties have signed the Order (including electronically), or when Future Ready has confirmed an Order from the Customer in writing. The Service is delivered from the Start Date stated in the Order.

Future Ready may change the Terms of Service by giving the Customer at least three (3) months’ written notice. If the Customer does not accept the change, the Customer may terminate the Agreement with effect from the day the change takes effect, see clause 10.2. Changes that are necessary to comply with law or requirements from authorities, or that are not to the Customer’s disadvantage, may be made with shorter notice. The current version is available at www.futureready.ai/terms

The Service is a standard solution delivered as software as a service (SaaS) and made available to the Customer over the internet. No software is installed at the Customer. The Service is continuously developed and improved, and Future Ready may update, change, add or remove functionality, provided the changes do not significantly reduce the main functionality of the ordered Modules.

The Service consists of the following Modules. The Order states which Modules the Customer has ordered:

• Conversational Intelligence: An automated quality assurance and insights platform for conversations.
• AI Coaching: Training and conversation practice for customer service staff.
• AI Voice Agents: An AI-based solution for inbound and outbound calls.

The descriptions are general. The functionality of the Service is as it is available in the Service at any time, and the descriptions are not guarantees of specific functionality.

Future Ready may discontinue a Module or the Service with at least six (6) months’ written notice. In that case, the Customer is entitled to a proportionate refund of prepaid fees for the period after the discontinuation.

The Customer is responsible for its own IT environment, including network, equipment, browser, telephony and integrations with its own systems, and for ensuring that these meet the technical requirements for using the Service. Future Ready may, on request, give information and recommendations about the technical requirements.

The Service may contain third-party components, including open-source code, cloud services and AI models. Future Ready may replace such components and suppliers as long as the functionality of the Service is substantially maintained.

Future Ready grants the Customer a limited, non-exclusive and non-transferable right to use the Service for as long as the Agreement runs, for the Customer’s own internal business operations, for the Modules and the Scope that have been ordered.

Each User must have a personal user account, and user accounts may not be shared. The Customer is responsible for the Users’ use of the Service and for keeping login details secret. The Customer must notify Future Ready without undue delay of actual or suspected unauthorised use.

The Customer must not, and must make sure that the Users do not:

• modify, copy, reverse engineer or decompile the Service
• sell, rent, sublicense or otherwise make the Service available to third parties
• use the Service or its results to develop a competing service, train competing AI models or carry out benchmarking without Future Ready’s consent
• bypass technical limitations, overload the Service or test its security without Future Ready’s consent
• transmit harmful code or use the Service in an unlawful way
• exceed the Scope that has been ordered.

The Customer is responsible for the Customer Data and for ensuring that the Customer’s use of the Service is lawful. This includes, among other things, that the Customer has the necessary legal basis for processing, gives data subjects the necessary information (including about the recording and analysis of calls), and follows the rules on monitoring and control measures towards employees, including Chapter 9 of the Norwegian Working Environment Act on consultation with employee representatives and information to employees. For AI Voice Agents, the Customer is also responsible for ensuring that calls are made in accordance with the Norwegian Marketing Act, including the rules on the Norwegian Register of Reservations (Reservasjonsregisteret), direct opt-outs, calling hours and the use of automated calling systems, that call lists are lawfully obtained and kept up to date, and that it is stated at the start of every call that the call is conducted by an AI system.

Results from the Service, including analyses, assessments and recommendations, are generated automatically using artificial intelligence and may contain errors. The Customer is responsible for decisions made on the basis of the results, and must ensure human review before decisions that have legal or similarly significant effects on individuals, for example decisions about employment.

Group Companies may start using the Service on the same terms as the Customer, either through their own Order or by signing an accession declaration (see Appendix A, optional). Prices and volumes are stated in the relevant Order. Each Group Company is responsible for its own obligations under the Agreement. The Customer is responsible for ensuring that Group Companies to which the Customer has given access comply with the Agreement, and is also jointly and severally liable for payment.

Future Ready may refuse or stop the accession of a Group Company, or use of the Service from a specific country, only if delivery or use would breach sanctions, export control rules or other laws that apply to Future Ready. In that case, Future Ready must notify the Customer without undue delay, give reasons for the refusal as far as the law allows, and try to limit the effects so that the Customer’s other use is not affected.

The Customer must pay fees for the Service as stated in the Order. The fees are invoiced in advance at the interval stated in the Order, and the first invoice is issued on the Start Date. The payment deadline is 14 days from the invoice date. Use of the Service beyond what is stated in the Order (Excess Usage) is invoiced afterwards in accordance with clauses 4.3 and 4.7.

If the actual Start Date differs from the agreed Start Date and the delay is not caused by Future Ready, the first invoice will still be issued on the Start Date.

All prices are stated exclusive of value added tax (VAT) and other public charges. Fees paid are not refunded, unless the Agreement expressly provides otherwise.

The Customer may at any time increase the number of Users or order more Modules by written notice to Future Ready, including by email from the Customer’s contact person. The price follows the Order, or Future Ready’s current prices where the Order does not state a price. A reduction in the number of Users or Modules must be notified in writing and takes effect at the end of three (3) months’ notice, but no earlier than the end of the invoiced period. Fees that have already been invoiced are not credited or refunded on a reduction. The fees cannot become lower than any minimum fee resulting from the agreed Scope in the Order.

Future Ready may adjust the fees up to once per calendar year by giving at least three (3) months’ written notice. If the Customer does not accept the adjustment, the Customer may terminate the Agreement with effect from the day the adjustment takes effect, see clause 10.2.

In case of late payment, interest accrues under the Norwegian Act on Interest on Overdue Payments, and Future Ready may claim reimbursement of debt collection costs. If an overdue amount has not been paid 14 days after written notice, Future Ready may close the Customer’s access to the Service, in whole or in part, until payment is made. Fees continue to accrue during such a period.

Objections to an invoice must be made in writing within twelve (12) days of receipt. Undisputed amounts are due for payment regardless.

The Order may state included Capacity per calendar month. The Capacity applies to the Customer as a whole (including capacity ordered by Group Companies), and unused Capacity does not carry over. Usage above the ordered Capacity is invoiced in arrears at the prices in the Order, or at Future Ready’s current prices where the Order does not state a price.

Future Ready provides support for errors in the Service and for login and account problems. Support is given to the Customer’s designated contact persons during Support Hours, and does not include support directly to Users or the Customer’s other end users.

Support does not include training, setup and configuration, integration, advice or strategic use of the Service, nor errors caused by the Customer’s IT environment. Such services can be ordered as separate consulting assignments, which are agreed in writing and invoiced at an agreed price or at Future Ready’s hourly rates in force at the time.

Errors must be reported in writing by email to support@futureready.no, including critical errors. The report must include a description of the error, the time, and the Customer’s assessment of how serious it is. Before reporting an error, the Customer must check whether the error is caused by something on the Customer’s side, for example its own equipment, network or infrastructure.

Future Ready classifies the error based on the Customer’s report, and must confirm that it is working on the error within the response time in the table below. The response time runs only during Support Hours and is counted from the time the report is received at support@futureready.no. Future Ready must correct errors without undue delay and, as far as possible, keep the Customer informed of progress.

Future Ready must ensure that the Service has an uptime of at least 99.5% per calendar month. Uptime is calculated as: (hours in the month − excluded time − downtime) ÷ (hours in the month − excluded time) × 100. “Downtime” is the time the Service is unavailable to the Customer because of a critical error, counted from when the error is reported or Future Ready became aware of it, until it is corrected. “Excluded time” is time caused by:

• planned maintenance notified at least three (3) Business Days in advance
• emergency maintenance that is necessary for security or stability reasons
• faults or defects in the Customer’s IT environment, equipment or network, or other matters for which the Customer is responsible
• events at third parties outside Future Ready’s reasonable control, for example providers of cloud, network and AI services
• closure or suspension under the Agreement
• force majeure, see clause 6.8.

Future Ready must, as far as possible, schedule planned maintenance outside normal working hours.

If uptime in a calendar month is lower than 99.5%, the Customer is entitled to a credit on the monthly fees for the affected Modules:

The credit must be claimed in writing within 30 days after the end of the month, and is deducted from the next invoice. Credits are not paid out in cash, and total credits cannot exceed 15% of the monthly fees. The credit is the Customer’s sole and exclusive remedy for breach of clause 5.5. Breach of the response times in clause 5.4 does not give a right to credit.

Future Ready will state the uptime for a month on request. Future Ready’s own measurements are decisive in case of disagreement, unless the Customer shows that it is likely they are incorrect.

Future Ready must deliver the Service in accordance with the Agreement and substantially as described in clause 2. The Service is a standard solution. Future Ready does not guarantee that the Service is free of errors or uninterrupted, that it suits the Customer’s special needs, or that results generated by the Service are correct or complete.

The Service has a defect if it materially does not work in accordance with clause 2 and this is due to matters on Future Ready’s side. Errors or delays on the Customer’s side, or caused by the Customer’s IT environment, or use in breach of the Agreement, are not a defect.

Future Ready must correct a defect at its own cost without undue delay after the Customer has reported it. Future Ready may choose to correct the error, provide a workaround or replace the affected functionality. If Future Ready has not corrected a material defect within 30 days after notice, or the Service has an SLA level below 95% for three months in a row, the Customer may terminate the affected Module with immediate effect and claim a proportionate refund of prepaid fees for the period after the termination. Apart from this, credits under clause 5.6 and damages under clause 6.5, the Customer cannot make use of any remedies for defects.

The Customer must report a defect in writing without undue delay and no later than 30 days after it was or should have been discovered. Claims under the Agreement lapse if they are not made in writing no later than twelve (12) months after the Customer became or should have become aware of the matter.

Future Ready is not liable for indirect loss or consequential loss, including loss of profit, loss of income, loss of business opportunities, loss of goodwill or loss of data. Future Ready is also not liable for the content of the Customer Data, for the Customer’s use of results from the Service, or for fines and sanctions imposed on the Customer. Future Ready’s total liability under the Agreement to the Customer and its Group Companies is limited to an amount equal to the fees the Customer has paid for the affected Module in the twelve (12) months before the event. Credits given count towards this amount. The limitations do not apply in case of gross negligence or wilful misconduct. The limitations of liability also apply to claims under clause 7.

Future Ready must indemnify the Customer against third-party claims that the Customer’s use of the Service in accordance with the Agreement infringes a third party’s intellectual property rights, provided that the Customer notifies Future Ready without undue delay, gives Future Ready control of the matter and cooperates. Future Ready may choose to obtain for the Customer the right to continue using the Service, to change or replace the Service, or to terminate the affected Module with a proportionate refund of prepaid fees. This is the Customer’s only remedy for infringement of third-party rights, and is covered by the limitation in clause 6.5. Future Ready is not liable if the claim is caused by Customer Data, changes not made by Future Ready, combination with other products, or use in breach of the Agreement.

The Customer must indemnify Future Ready against third-party claims caused by the Customer Data, or by the Customer’s use of the Service in breach of the Agreement or the law. This also includes claims from data subjects and administrative fines or other sanctions from authorities caused by the Customer’s legal basis for processing, call lists or lack of information to data subjects.

Neither party is liable for delay or failure to perform that is caused by matters outside the party’s reasonable control (force majeure), including natural disasters, war, terrorism, pandemic, labour disputes, orders from authorities, power outages, extensive cyber attacks and failure by third-party providers of cloud, network, telephony and AI services. The party claiming force majeure must notify the other party without undue delay and limit the damage. The duty to pay for services already delivered is not affected. If force majeure lasts more than 90 days, either party may terminate the affected Module with immediate effect.

The Customer is the controller of personal data processed in the Service, and Future Ready is the processor. This clause 7 is a data processing agreement under Article 28 of the GDPR. Future Ready is an independent controller for contact details of the Customer’s contact persons and Users that Future Ready needs to administer the Agreement. Future Ready is also an independent controller for technical data and usage data as mentioned in clause 8.4, and for anonymisation of Customer Data for the purposes in clause 8.4. Future Ready is responsible for ensuring that these processing activities have a lawful basis, and that data subjects receive information in accordance with Articles 13 and 14 of the GDPR. This clause 7 is the parties’ only data processing agreement. The Customer’s own data processing agreements or terms apply only if they have been agreed as additional terms under clause 1.3.

The scope of the processing is:

Call content may contain special categories of personal data. The Customer is responsible for ensuring that there is a legal basis for such processing.

Future Ready must:

• process personal data only on the Customer’s documented instructions, which are given through the Agreement and the Customer’s use of the Service. This does not apply if the processing is required by EU law or national law. In that case, Future Ready must notify the Customer of this before the processing starts, unless the law prohibits such notification. Future Ready must also notify the Customer if, in Future Ready’s opinion, an instruction conflicts with data protection law.
• make sure that persons who process the personal data are bound by a duty of confidentiality
• implement appropriate technical and organisational security measures under Article 32 of the GDPR. Future Ready may update the measures as long as the level of security is not materially reduced. The measures are described in Future Ready’s security description at www.futureready.ai/trust
• notify the Customer without undue delay after becoming aware of a personal data breach
• assist the Customer, within reason, in responding to requests from data subjects and in meeting obligations under Articles 32 to 36 of the GDPR. Assistance beyond the self-service functions of the Service is invoiced at Future Ready’s hourly rates in force at the time, unless the assistance is due to Future Ready’s breach of the Agreement.

The Customer gives Future Ready a general authorisation to use sub-processors, including providers of cloud, AI and communication services. Future Ready must enter into a data processing agreement with them with corresponding obligations, and is responsible for them as for its own work. An overview of sub-processors, with service and place of processing and any relevant transfer basis, is available at www.futureready.ai/trust. Future Ready must notify the Customer at least 30 days before a new sub-processor is taken into use. Within this period, the Customer may object to the change in writing, with reasonable grounds. If the parties do not agree, the Customer may terminate the affected Module with effect from the date the new sub-processor is taken into use.

Personal data is, as a starting point, stored and processed within the EU/EEA. Transfer to countries outside the EU/EEA takes place only on a basis permitted under Chapter V of the GDPR, for example the European Commission’s standard contractual clauses or an adequacy decision. The overview of sub-processors states who processes personal data outside the EU/EEA, and on what transfer basis.

The Customer may check that Future Ready complies with this clause 7. Future Ready must first make available audit or certification reports and other documentation. If this is not sufficient, the Customer, or a person authorised by the Customer, may carry out an audit with at least 30 days’ written notice, during normal working hours, without disproportionate disruption to Future Ready’s operations and subject to a duty of confidentiality. The Customer covers its own costs and Future Ready’s reasonable costs of assistance.

When the Agreement ends, Future Ready must delete or return the personal data in accordance with clause 10.4, unless the law requires that it is stored.

Future Ready and its licensors own the Service and all intellectual property rights in it, including software, AI models, methodology and documentation, and all changes, improvements and adaptations, including those developed on the Customer’s instruction. The Agreement does not transfer any rights to the Customer beyond the right of use in clause 3.1.

The Customer owns the Customer Data, including the Customer’s own evaluation criteria, and gives Future Ready the right to process it to the extent necessary to deliver the Service. The Customer may freely use results generated by the Service for the Customer in its own business.

Future Ready must not use Customer Data, including call recordings and transcripts, to train or fine-tune the underlying AI models.

Future Ready may collect and use technical data and usage data for operation, security, statistics and improvement of the Service. Future Ready may also anonymise Customer Data for the same purposes. The anonymisation must be done without undue delay. Future Ready must not use the Customer Data for these purposes before it has been anonymised. Anonymised data must not be traceable to the Customer or to individuals, and Future Ready is responsible for ensuring that the data is anonymised in accordance with the GDPR. Future Ready is the controller for processing under this clause, see clause 7.1. Future Ready may also use the anonymised data after the Agreement ends.

Future Ready may freely use suggestions and feedback from the Customer about the Service, and the Customer grants Future Ready a perpetual, royalty-free right to use them.

Future Ready may name the Customer as a customer in customer lists and marketing material (name and logo). Beyond this, neither party may use the other’s name or marks in marketing without consent.

The parties must keep confidential all information they receive from the other party that is commercially sensitive or that the recipient should reasonably understand is confidential (“Confidential Information”). Confidential Information may only be used to perform the Agreement and must not be disclosed to third parties without the other party’s consent.

The confidentiality obligation does not apply to information that:

• is or becomes publicly known without breach by the recipient
• the recipient can show it already knew
• the recipient has received from a third party without a duty of confidentiality
• the recipient has developed independently of the Confidential Information
• must be disclosed by law or by order of a court or authority, with notice to the other party where this is lawful.

Each party may disclose Confidential Information to group companies, advisers, insurers and subcontractors who need the information and are bound by a similar duty of confidentiality. The confidentiality obligation applies for five (5) years after the Agreement ends. For trade secrets, the confidentiality obligation applies for as long as the information is a trade secret.

The Agreement takes effect on the Start Date in the Order and runs until it is terminated.

Each party may terminate the Agreement, or a single Module, in writing with three (3) months’ notice. The notice period is counted from the end of the calendar month in which the notice was received. Fees are payable until the Agreement ends.

Each party may terminate the Agreement with immediate effect if the other party materially breaches the Agreement and has not remedied the breach within 30 days of written notice, or if the other party becomes insolvent or is subject to bankruptcy or debt settlement proceedings. Future Ready may also terminate with immediate effect if continued delivery would breach the law, including sanctions or export control rules. The right to close access under clause 4.5 applies regardless of this.

When the Agreement or a Module ends:

• the right of use ends (for the relevant Module), and the Customer must stop using it
• accrued and outstanding fees become due for payment
• the Customer may, for 30 days after the end, retrieve the Customer Data itself, or ask Future Ready to make it available in a commonly used format. Future Ready may invoice reasonable fees for this work
• Future Ready must then delete the Customer Data within a reasonable time, and no later than 90 days after the end. Backups are deleted according to normal routines, and no later than 35 days after deletion in the production environment. Future Ready confirms the deletion in writing on request
• Future Ready may keep data that has been anonymised in accordance with clause 8.4.

Provisions that by their nature are meant to continue will continue after the Agreement ends, including clauses 4 (accrued fees), 6, 7 (as long as personal data is processed), 8, 9 and 11.

Notices under the Agreement are sent by email to the contact persons in the Order. Each party must keep its contact details up to date. Notices are considered received on the day they are sent, unless the sender receives a message that the email did not arrive. Information about planned maintenance and new features may also be given in the Service.

The Customer may not assign the Agreement without Future Ready’s written consent. Future Ready may assign the Agreement to a company in the same group or in connection with a merger, acquisition or sale of the business, and may assign claims for fees.

Future Ready may use subcontractors to deliver the Service, and is responsible for them as for its own work, within the limits in clause 6.5.

Each party must comply with applicable law, including rules on anti-corruption, sanctions and export control. The Customer must not use the Service in breach of such rules.

The Agreement is the entire agreement between the parties on the Service and replaces earlier agreements, offers and understandings. If a provision is invalid, the rest of the Agreement is not affected. Changes to an Order require a written agreement, including email from both parties’ contact persons. The Customer may nevertheless expand Modules, levels and Capacity by written notice from the Customer’s contact person, including email, see clause 4.3.

The Terms of Service have been prepared in Norwegian. In case of conflict with a translation, the Norwegian text prevails.

The Agreement is governed by Norwegian law. Disputes must first be sought resolved through negotiations. If the parties do not agree within 60 days, the dispute will be decided by Oslo District Court as the sole venue.