Standard Terms & Conditions (T&C)
Effective date May 27th, 2026
Spense AS provides a proprietary technology platform (the "Service") designed to facilitate the digital customer journey through payment orchestration. The Service supports a combined payment mix that includes the generation of payment links, the integration of third-party payment terminals, and the technical simplification of transaction settlements. The Service acts solely as a technical intermediary; all payment processing and financial transfers are performed by independent third-party providers ("Third-Party Services") and are subject to their respective terms. Spence AS does not act as a third-party payment service provider (PSP). Spense shall provide continuous maintenance and reserves the right to modify, add, or retire platform features at its discretion to maintain service standards. In consideration of the partnership’s objectives, the Company shall use its best efforts to utilize the Service as its primary payment solution for private customers. The Service is provided in compliance with applicable data protection and technical security regulations.
The Company is fully responsible for maintaining the confidentiality of all user login credentials and for all activities that occur under its accounts. Use of the Service must comply with all applicable laws. Furthermore, The Company agrees not to:
● Reverse engineer, decompile, or disassemble the Service.
● Attempt to bypass security mechanisms or conduct unauthorized penetration testing.
● Access, replicate, or automate dashboard functionality by any means other than the dashboard interface itself
● Use the platform to build a competing product or service.
If The Company or its end-users violate these guidelines, Spense reserves the right to immediately suspend access to the Service.
The Company acknowledges that Spense is not a payment service provider and does not perform AML, KYC or other regulatory checks relating to payment processing. The Company must maintain a valid agreement with an authorized third-party payment service provider or equivalent payment partner as a condition for using the Service. The Company is responsible for providing the relevant third-party provider with all information and documentation required for onboarding, verification, AML, KYC and related compliance purposes. Spense may suspend or restrict the Service if the Company does not maintain the required third-party provider arrangement, if the provider does not approve or ceases to support the Company, or if continued provision of the Service would expose Spense to legal, regulatory, operational or reputational risk.
Unless specifically overridden by a Special Arrangement in the main agreement, the following standard billing rules apply:
Setup costs: Invoiced upon signing
Licenses: Invoiced twelve (12) months in advance. The billing cycle commences on the Effective Date (the first day of the second calendar month following the month in which the first license is put into use).
Volume & API fees: Volume-based fees, API maintenance, and SMS costs are invoiced in arrears once per month.
Consolidated invoicing and split fees: Standard billing includes one consolidated invoice per billing cycle free of charge. If The Company requests to split invoices across multiple entities, locations, or departments, an administrative fee of forty (40) NOK will apply per additional invoice generated.
All prices are stated exclusive of Value Added Tax (VAT). The Company is responsible for paying all applicable taxes, levies, or duties imposed by taxing authorities related to their use of the Service.
The Company shall pay the full amount due within fourteen (14) days of receiving the invoice. If payment is not received by the due date, late payment interest will accrue pursuant to the Norwegian Act on Interest on Overdue Payments (Forsinkelsesrenteloven). Furthermore, the Service Provider reserves the right to issue a debt collection warning with a statutory reminder fee (purregebyr) in accordance with the Debt Collection Act (Inkassoloven).
Suspension for Non-Payment: If undisputed invoices are not paid by the due date, Spense reserves the right to suspend The Company's access to the Service after providing a 14-day written notice. Access will be restored once all outstanding balances, including applicable late fees, are settled.
Initial Term and Renewal: This Agreement commences when signed (“Agreement Effective Date”). License fees shall be billed in accordance with Section 3 of this Agreement (“License Billing Start Date”). The initial license term commences on the License Billing Start Date and continues for twelve (12) months (the “Initial Term”). Upon expiration of the Initial Term, the Agreement will automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least three (3) months prior to the end of the then-current term.
Termination and Prepaid Fees: Because license fees are billed twelve (12) months in advance on the License Billing Start Date, any termination or notice of non-renewal will take effect at the end of the current active term. The Company is not entitled to a prorated refund of any prepaid fees if they choose to stop using the Service prior to the end of their current term.
Offboarding and Data Retrieval: Upon the effective date of termination of this Agreement, The Company's access to the Service will be revoked. The Company will have a period of thirty (30) days following termination to request an export of their customer data. After this 30-day period, Spense will permanently delete or anonymize all associated Company data in accordance with GDPR data minimization principles, unless further retention is required by law.
Spense shall correct operational deviations within a reasonable time. deviations affecting Spense's own services must be resolved immediately. Spense provides technical support during standard business hours: Monday to Friday 08:00 to 17:00 CET, provided that such hours fall within standard business hours in both Norway and the country in which the customer is located. Planned maintenance resulting in downtime will be notified in writing at least one week before implementation.
Spense may adjust prices during the calendar year. Written notice of a price change will be sent via the customer platform or email at least 30 days before it takes effect. If The Company does not accept the change, they may terminate the agreement within the 30-day notice period. Statutory price changes and public fees are exempt from this notice requirement.
The Company is granted a non-exclusive right to use the Service. Spense retains exclusive ownership of the Service, including all modifications, improvements, and updates. Each party retains ownership of its own intellectual property rights.
Indemnification: Each party bears the risk and responsibility that their deliverables and operations do not infringe upon third-party copyrights or intellectual property rights. Each party shall indemnify and hold the other harmless against any claims arising from a third party asserting that data, software, know-how, or services utilized by the party under this Agreement infringe upon their intellectual property rights.
System Data: Spense reserves the right to collect and use anonymized, aggregated system data and performance metrics from the Service to improve the platform, train algorithms, and for other analytical purposes. This data will never contain identifiable personal information.
Both parties are responsible for ensuring that all processing of personal data complies with applicable privacy laws (GDPR). Each party is the data controller for its own customer data, and data shall only be processed to the extent necessary to fulfill the agreement. To the extent Spense processes personal data on behalf of The Company, such processing shall be governed by the Data Processing Agreement (DPA) located at https://www.spense.no/DPA, which is hereby incorporated by reference. Furthermore, Spense's practices regarding the collection, use, and disclosure of personal data are detailed in our Privacy Policy, available at https://www.spense.no/privacy-policy, which is also incorporated by reference. Both parties commit to treating all received information regarding each other's business, strategy, and operations confidentially.
The parties have jointly agreed to mutually promote the cooperation. Each party has the right to use the other's logo and brand for marketing purposes. Furthermore, in direct connection with the payment solution (e.g., when a user pays with Vipps), external logos may be visible in accordance with legal requirements from financial authorities regarding payment routing.
The total aggregate liability of each party arising out of or in connection with this Agreement shall be capped at an amount equal to three (3) months’ remuneration payable under this Agreement, except for liability arising from breaches of the provisions relating to intellectual property rights, confidentiality, or personal data. Where the remuneration is invoiced annually, the annual remuneration shall, for the purpose of calculating this liability cap, be allocated equally across twelve (12) months, and the liability cap shall equal three (3) times the resulting monthly amount.
Neither party shall be liable for indirect financial losses or consequential damages. Spense is not liable for unauthorized use of the Service.
Spense integrates with third-party payment gateways and service providers. Spense explicitly disclaims any liability for downtime, data breaches, or operational errors caused directly by these third-party integrations or external services.
Either party may terminate the Agreement with immediate effect if the other party is declared bankrupt or insolvent. The same applies in the event of a material breach (such as systematic payment defaults, violation of the Acceptable Use Policy, or prolonged business-critical downtime) that is not rectified within 30 days of written notice.
If the fulfillment of obligations is prevented by unforeseen circumstances beyond a party's control, obligations are suspended. Either party may terminate the agreement if the Force Majeure event lasts for more than 30 days.
Spense reserves the right to modify these Terms & Conditions. The Company will be notified in writing at least 30 days before material changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated terms.
This Agreement, including the main commercial agreement, these T&Cs, and any associated DPA, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or verbal agreements. If any provision of this Agreement is found to be unenforceable or invalid by a court of law, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect.
This Agreement is governed by Norwegian law. The parties agree to the Oslo District Court as the exclusive legal venue for any disputes arising from this agreement.