These terms and conditions and their provisions apply to all transactions that Leikbreytir (LB) and customers make between themselves for the purchase of software and software services, unless they agree otherwise in writing. These terms and conditions shall apply to all matters, unless the contrary is expressly stated in special terms or agreements between the parties. In the case of purchases of services by consumers, i.e. individuals outside of business activities, the Act on the Purchase of Services, No. 42/2000, applies to the purchase of services by consumers if the provisions of that Act are more favorable to the consumer than the provisions of the terms and conditions.

With the customer’s formal acceptance of LB’s offer, a business agreement has been concluded and the General Terms and Conditions apply to that agreement, unless the parties agree otherwise in writing. LB defines the validity period of an offer and is not bound by it if it has not been formally accepted within its validity period.
An agreement with a customer may further define its validity period, start date, scope, services and price. Special annexes may be made to such agreements, specifying software and service descriptions. An annex may also be made for the processing of personal data, a so-called processing agreement (GDPR).

A business agreement is concluded between LB and the customer when the customer has confirmed an offer, signed an agreement or an addendum, started using the software or paid for it. A confirmed offer, agreement together with the addendums, if any, in addition to these General Terms and Conditions constitute the entire agreement between the parties. In the event of any discrepancy between the text of the General Terms and Conditions and the text of the agreement together with the addendums, the text of the agreement and its addendum shall prevail.

LB’s invoices for services provided on the basis of the underlying agreements are itemized and clearly set out and in accordance with the service elements purchased, cf. the underlying agreements and appendices. A dispute over the amount of an invoice does not allow the service purchaser to refuse payment for the part that is not in dispute.

The billing period is based on a calendar month and the date of issue and due date of invoices is the 24th of each month before the billing period begins. The due date of an invoice is 8 days after the date of issue. If an invoice is not paid on the due date, the customer shall pay default interest, as determined in accordance with the 1st paragraph of Article 6 of the Act on Interest and Indexation No. 38/2001, from the due date to the date of payment.

If there are changes to LB’s general price list, LB may change its service fee accordingly. If there are changes to the increase, they shall take effect from the beginning of the following month, while changes to the decrease shall take effect as soon as the general changes take effect.

LB reserves the full right to change the prices paid for user licenses and equipment paid for in foreign currency in accordance with the exchange rate development of the króna against other currencies.

Such price changes shall be notified to the customer by email with 30 days’ notice. In exceptional circumstances, e.g. due to a significant exchange rate decrease in a short period of time, the service provider may announce price changes with shorter notice. In the case of a product for which LB is a reseller of licenses purchased in foreign currency, LB reserves the right to change the price without notice.

In the event of late payment by a customer, LB reserves the right to charge interest on invoices paid after the due date in accordance with Act No. 38/2001 on interest and indexation.

In the event of a significant delay in payment, LB reserves the right to temporarily close the service and demand an activation fee when it is reopened. A significant delay in payment is considered to be a delay in payment that lasts more than 30 days after the invoice due date.

LB reserves the right to remove the Buyer’s installation of the Product in Microsoft 365 systems 30 days after termination. If the period of default exceeds the subscription renewal period, LB may remove the installation on the subscription expiration date.
LB is not liable for any damages that a Customer may suffer as a result of termination and does not guarantee the preservation of Customer data.

A software license from another manufacturer that LB transfers the right to use to the customer is sold on the basis of the manufacturers’ terms and conditions. This involves the resale of proprietary, non-transferable rights of use, so that ownership of the software is not sold, but only the rights to use it. The authorization to use may apply for a certain agreed period of time. Software of this type may not be sold, rented, transferred or handed over to others, unless specifically agreed. Copying is subject to restrictions set by the manufacturer or owner of the software. Software services may be available for this type of software. The manufacturer of the software or LB on its behalf provide the services as defined in the agreement.

Special rules apply to the resale of Microsoft software. Customers who purchase Microsoft licenses from LB are committed to a one-year term and cannot reduce their licenses within that term. Licenses can only be reduced after one year has passed since the start of the subscription and then in the month in which the original subscription began. LB must be notified of any changes to the subscription at least one month in advance.

Rights and obligations under this Agreement may not be assigned without the written consent of the other party.
However, the parties may assign rights and obligations under this Agreement to wholly owned subsidiaries, provided that the relevant licenses are assigned to the recipient company. If the assignee fails to perform its obligations under this Agreement, the assignor shall be liable to the other party for its proper performance.

LB is not liable for damage that can be attributed to a loss of connection, interruption of telecommunications or other disruptions that may occur in the operation of the software network, whether such damage can be attributed to line failures, failures in stations or other reasons, unless the damage can be attributed to intent or gross negligence on its part.
LB is not liable for damage that the customer or a third party on its behalf causes without LB’s co-responsibility. It is the customer’s responsibility to test the software before it is put into use and LB is not liable for damage that the customer suffers due to the functionality of the software that can be attributed to a lack of testing.

Damages are limited to direct losses suffered by the customer and can be assumed to be a direct result of the breach of this agreement. Liability under the agreement does not extend to indirect losses of the other party, including operating losses, or losses due to the failure to fulfill contracts with third parties in part or in full.

If LB is unable to fulfill its obligations under the Agreement due to force majeure, its obligations, including possible liability for damages, shall be suspended for the duration of such a situation.
For any errors, omissions, omissions, interruptions, delays, damage or defects in the Service Provider’s services on the basis of this Agreement and its annexes, LB’s liability for each event of damage shall be limited to a maximum of the fee that the Customer has demonstrably paid to LB, for the specific service to which the damage relates, in the last three months prior to the event that caused the damage in question.

An agreement between LB and a client shall not affect the parties’ ownership rights and/or rights of use of any hardware, network and software, other intellectual property, trade secrets, data, confidential information and other material related to services under this agreement.
An agreement between LB and a client does not entail any transfer of copyright from one contracting party to another, except where the provisions of the agreement specifically provide for this.
If the parties make a special agreement in connection with the implementation of an agreement on improvements or further development of technical solutions or otherwise, where one of the parties owns software or intellectual property and rights related to it, the improved or developed solution shall be part of the rights of this party, unless otherwise agreed.
LB is generally considered the owner of the software that LB develops for a client unless otherwise agreed.

All data and information that LB becomes aware of regarding the client and 3rd parties, as well as the agreement itself, shall be confidential between them. The client shall likewise maintain the utmost confidentiality regarding data and information concerning LB. Information shall only be used for the purpose for which it was obtained and to the extent necessary for the implementation of this agreement.
The parties undertake not to disclose confidential information that they have received from the other party, including information about the administrative, financial or technical circumstances of the other party, other circumstances regarding operations, transactions or matters that may be considered confidential information that must be kept secret.
Information that is or may be considered to be common knowledge or accessible to all is not considered confidential information, unless such circumstances arise from a breach of this provision.
The obligation of confidentiality shall continue to apply after the expiration of the term of the agreement between the parties.

These Terms and Conditions are governed by Icelandic law. If any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable, this shall not in any way affect the validity, legality or enforceability of the remaining provisions of the Terms and Conditions.
LB and the Customer shall endeavour to resolve any disputes regarding these Terms and Conditions by mutual agreement. If no agreement is reached, the dispute shall be referred to the Reykjavík District Court.