Terms and Conditions

Base 12 provides a cloud-based Customer Relationship Management (CRM) platform that enables businesses to manage leads, deals, contacts, and sales pipelines. The Service is provided on a subscription basis and is accessible via web browsers.

We reserve the right to modify, update, or discontinue any feature or functionality of the Service at any time. We will use reasonable efforts to notify Customers of material changes that may adversely affect their use of the Service.

While we strive to maintain high availability, we do not guarantee uninterrupted access to the Service. The Service may be temporarily unavailable due to scheduled maintenance, upgrades, or circumstances beyond our control.

Technical support is provided in accordance with our standard support terms. Support availability and response times may vary based on subscription level.

The initial Subscription Period begins on the date specified in your Order Form and continues for the duration agreed upon (monthly or annual). The subscription automatically renews for successive periods of the same duration unless terminated in accordance with these Terms.

Unless either party provides written notice of non-renewal at least fourteen (14) days before the end of the current Subscription Period, the subscription will automatically renew at the then-current rates.

Upon termination or expiration of the subscription, access to the Service will be suspended. No refunds will be provided for any unused portion of a prepaid Subscription Period, except where required by applicable law.

Subject to these Terms and payment of applicable Fees, Base 12 grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Period for the Customer's internal business purposes.

The Customer and its Users shall not:

• Copy, modify, or create derivative works based on the Service
• Reverse engineer, disassemble, decompile, or attempt to discover the source code of the Service
• Sell, resell, license, sublicense, distribute, or otherwise make the Service available to third parties
• Use the Service to provide services to third parties (such as a service bureau)
• Circumvent or disable any security or access control features of the Service
• Access the Service in order to build a competitive product or service
• Use the Service in any way that violates applicable laws or regulations
• Transmit any viruses, malware, or other malicious code
• Interfere with or disrupt the integrity or performance of the Service
• Attempt to gain unauthorized access to the Service or its related systems

You agree to use the Service only for lawful purposes and in accordance with these Terms. Any use that infringes upon the rights of others, impersonates Base 12 or other users, or transmits unauthorized advertising or promotional material is strictly prohibited.

The Customer must designate at least one Administrator who will be responsible for managing the Customer's account. Administrators have the authority to add or remove Users, configure settings, and manage access permissions.

The Customer is responsible for ensuring that all Users comply with these Terms. The Customer is liable for any breach of these Terms by its Users, including Partner Users.

The Customer and its Users are responsible for maintaining the confidentiality of login credentials. You must immediately notify Base 12 of any unauthorized use of your account or any other security breach. We will not be liable for any loss resulting from unauthorized access to your account.

Partner Users and External Collaborators are subject to additional restrictions:

• Access is granted solely for authorized business purposes as defined by the Customer or Base 12
• All confidentiality obligations survive termination of access
• Must immediately report any suspected data breach or unauthorized access
• Subject to immediate access termination for any violation of these Terms
• May be required to sign additional non-disclosure agreements
• Access scope and permissions may be limited compared to regular Users

The Customer agrees to pay all Fees as specified in the applicable Order Form or pricing agreement. All Fees are quoted and payable in the currency specified and are exclusive of applicable taxes unless otherwise stated.

Invoices are due and payable within fourteen (14) days of the invoice date, unless otherwise specified. Payment may be made by bank transfer or other methods agreed upon by the parties.

If any payment is not received by the due date, Base 12 reserves the right to charge interest on the overdue amount at a rate of eight percent (8%) per annum above the base rate of Norges Bank, calculated from the due date until payment is received. Additionally, we may suspend access to the Service until all outstanding amounts are paid.

Base 12 may change the Fees upon at least thirty (30) days' written notice prior to the start of the next Subscription Period. Continued use of the Service after a price change constitutes acceptance of the new Fees.

Except where required by applicable law, all Fees are non-refundable. No refunds will be provided for partial subscription periods or unused services.

Each party agrees to protect the other party's Confidential Information using the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. Neither party shall use or disclose the other party's Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement.

All Customer Data, lead information, sales records, contact details, and any other information accessible through the Service constitutes Confidential Information. Users must treat all such information with the highest degree of confidentiality.

• You may not copy, photograph, screenshot, or otherwise reproduce any data from the Service without authorization
• You may not export data to personal email, cloud storage, or any external systems without prior written approval
• You may not transfer or integrate data into your internal systems, databases, or CRM platforms without a formal written agreement
• You may not share login credentials or provide unauthorized access to third parties
• You may not use Customer Data for personal gain or non-business purposes
• All data must remain within the Service unless explicitly authorized in writing by Base 12

Any transfer of data from Base 12 CRM into client internal systems, including but not limited to CRM platforms, databases, analytics tools, or any other data processing systems, requires a formal written agreement between Base 12 and the client organization. Such agreements must specify the scope of data transfer, security requirements, and compliance obligations.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

A party may disclose Confidential Information if required by law, regulation, or court order, provided that the disclosing party (where legally permitted) gives the other party reasonable advance notice and cooperates in seeking protective measures.

Base 12 and its licensors retain all right, title, and interest in and to the Service, including all related Intellectual Property Rights. The Service and its original content, features, and functionality are owned by Base 12 AS and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in this Agreement grants the Customer any ownership rights in the Service.

The Customer retains all right, title, and interest in and to Customer Data. Base 12 does not claim any ownership rights in Customer Data.

The Customer grants Base 12 a worldwide, non-exclusive, royalty-free license to use, copy, store, transmit, display, and process Customer Data solely to the extent necessary to provide the Service and as otherwise permitted under this Agreement.

Base 12 may collect and analyze aggregated, anonymized data derived from the use of the Service ("Aggregated Data"). Base 12 may use Aggregated Data to improve the Service and for other lawful business purposes, provided that such data does not identify the Customer or any individual.

If the Customer provides suggestions, ideas, or feedback about the Service ("Feedback"), Base 12 may use such Feedback without restriction or compensation. The Customer hereby assigns to Base 12 all rights in such Feedback.

The Customer represents and warrants that:

• It has the legal authority to enter into this Agreement
• Its use of the Service will comply with all applicable laws and regulations
• It has all necessary rights and consents to provide Customer Data to Base 12
• Customer Data does not infringe or violate any third-party rights
• It will use the Service in accordance with these Terms and all applicable documentation

Base 12 does not warrant that the Service will meet the Customer's specific requirements, that the Service will be compatible with any particular hardware or software, or that defects in the Service will be corrected.

The Customer agrees to indemnify, defend, and hold harmless Base 12, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• The Customer's or its Users' use of the Service
• Customer Data or any content submitted by the Customer or its Users
• Breach of these Terms by the Customer or its Users
• Violation of any applicable law or regulation by the Customer or its Users
• Infringement of any third-party rights by Customer Data

Base 12 will promptly notify the Customer of any claim subject to indemnification and will provide reasonable cooperation in the defense of such claim. The Customer shall have sole control of the defense and settlement, provided that no settlement may be made without Base 12's prior written consent if it would impose any obligation on Base 12 or admit liability on behalf of Base 12.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BASE 12'S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO BASE 12 DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BASE 12 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF BASE 12 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Base 12 is not liable for any loss or corruption of Customer Data. The Customer is responsible for maintaining its own backup copies of Customer Data. While we implement reasonable data protection measures, we do not guarantee against data loss.

The limitations in this section do not apply to: (a) breach of confidentiality obligations; (b) the Customer's indemnification obligations; (c) either party's gross negligence or willful misconduct; or (d) liability that cannot be limited under applicable law.

Your use of the Service is also governed by our Privacy Policy. By using the Service, you consent to the collection and use of information as detailed in the Privacy Policy.

We comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable. All personal data is processed in accordance with these regulations. Base 12 acts as a data processor with respect to Customer Data and the Customer acts as the data controller.

Where required by applicable data protection laws, the parties shall enter into a Data Processing Agreement (DPA) that governs the processing of personal data. A DPA is available upon request by contacting us at the address provided below.

We use PostHog analytics to collect usage data and gain insights into how users interact with the Service. This helps us understand user behavior and improve the product experience. Analytics data is collected in accordance with applicable data protection regulations and is used solely for product improvement purposes.

Base 12 implements appropriate technical and organizational measures to protect Customer Data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

Either party may terminate this Agreement by providing written notice at least fourteen (14) days before the end of the current Subscription Period. Such termination will be effective at the end of the then-current Subscription Period.

Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure such breach within fourteen (14) days of receiving written notice
• Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors
• Ceases to operate in the ordinary course of business

Base 12 may suspend or terminate the Customer's access to the Service if any Fees remain unpaid for more than fourteen (14) days after the due date. Access will be restored upon payment of all outstanding amounts.

Upon termination or expiration of this Agreement:

• The Customer's right to access and use the Service will immediately cease
• The Customer will have thirty (30) days to export Customer Data, after which Base 12 may delete it
• All provisions that by their nature should survive termination will survive, including confidentiality, indemnification, limitation of liability, and dispute resolution
• Any outstanding Fees become immediately due and payable

Violation of these Terms, particularly confidentiality obligations, may result in:

• Immediate termination of access to the Service
• Legal action for breach of contract and/or confidentiality
• Claims for damages resulting from the breach
• Criminal prosecution where applicable under law
• Reporting to relevant regulatory authorities

This Agreement, together with any Order Form and documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

The Customer may not assign or transfer this Agreement or any rights hereunder without Base 12's prior written consent. Base 12 may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

All notices under this Agreement must be in writing and sent to the addresses specified in the Order Form or as otherwise notified by either party. Notices may be delivered by email (with confirmation of receipt), registered mail, or courier service.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

Base 12 reserves the right to modify or replace these Terms at any time. If a revision is material, we will provide at least thirty (30) days' notice prior to any new terms taking effect. Continued use of the Service after changes become effective constitutes acceptance of the revised Terms.

This Agreement shall be governed by and construed in accordance with the laws of Norway, without regard to its conflict of law provisions.

The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may initiate legal proceedings.

Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of Oslo, Norway. Each party consents to the exclusive jurisdiction and venue of such courts.