These terms and conditions apply to all transactions between Game Chang3r (GC) and its customers regarding the purchase of software and software services, unless otherwise agreed in writing. These terms shall apply to all matters unless expressly stated otherwise in specific terms or agreements between the parties. For consumer purchases, i.e., individuals outside of professional activities, the Act on Service Purchases, no. 42/2000, applies to the extent that its provisions are more favorable to the consumer than the provisions of these terms.

Upon the formal acceptance of an offer from GC by the customer, a business agreement is established and these General Terms and Conditions apply, unless otherwise agreed in writing by the parties. GC defines the validity period of the offer and is not bound by it if it has not been formally accepted within its validity period.
An agreement with the customer may further specify its validity period, start date, scope, service, and price. Special amendments may be made to such agreements, specifying software and service descriptions. Additionally, an amendment for the processing of personal data, known as a data processing agreement (GDPR), may be made.

A business agreement between GC and the customer is established when the customer has accepted the offer, signed the agreement or an amendment, started using the software, or paid for it. The accepted offer, agreement along with its amendments, if applicable, together with these General Terms and Conditions, form the complete agreement between the parties. If there is a discrepancy between the text of the General Terms and Conditions and the text of the agreement and its amendments, the text of the agreement and its amendments shall prevail.

GC’s invoices for services provided under underlying agreements are itemized and clearly set out in accordance with the purchased service components, as per the underlying agreements and their amendments. Disputes over the amount of an invoice do not entitle the service buyer to refuse payment of the undisputed portion.

The billing period is based on the calendar month, with the issue date and due date of invoices being the 24th of the month before the billing period starts. The payment due date is 8 days after the issue date. If an invoice is not paid by the due date, the customer shall pay late interest as determined according to paragraph 1 of Article 6 of the Interest and Price Indexation Act no. 38/2001, from the due date until the payment date.

If there are changes to GC’s general price list, GC may adjust its service fees accordingly. Price increases shall take effect from the beginning of the next month, while price reductions shall take effect immediately with the general changes.

GC reserves the right to adjust prices for user licenses and equipment paid for in foreign currency according to the exchange rate fluctuations of the Icelandic króna against other currencies.

Such price changes shall be notified to the customer by email with 30 days’ notice. In exceptional circumstances, such as significant currency depreciation over a short period, the service provider may announce price changes with shorter notice. For products where GC is a reseller of licenses purchased in foreign currency, GC reserves the right to change the prices without notice.

In the event of a payment delay by the customer, GC reserves the right to charge late interest on invoices paid after the due date in accordance with Act no. 38/2001 on Interest and Price Indexation.

In the case of significant payment delays, GC reserves the right to temporarily suspend the service and charge a reopening fee when the service is restored. A significant payment delay is defined as a delay exceeding 30 days past the invoice due date.

GC reserves the right to remove the customer’s installation of the product from Microsoft 365 systems 30 days after service suspension. If the delinquency period extends beyond the subscription renewal period, GC is authorized to remove the installation on the subscription’s termination date. GC is not responsible for any damage the customer may incur due to the suspension and does not guarantee the preservation of customer data.

Software licenses from other manufacturers, which GC transfers the usage rights to the customer, are sold based on the manufacturers’ terms and conditions. This involves the resale of proprietary, non-transferable usage rights, meaning that ownership of the software is not sold, only the rights to use it. Authorization for use may apply for a specified agreed period. Such software may not be sold, leased, transferred, or handed over to others, unless specifically agreed upon. Copying is subject to the restrictions set by the manufacturer or owner of the software. Software services may be available for this type of software. The manufacturer or GC on their behalf provides these services as defined in the agreement.

Special rules apply to the resale of Microsoft software. Customers who purchase Microsoft licenses from GC are committed for one year and cannot reduce the number of licenses within that period. Licenses can only be reduced after one year from the start of the subscription and then only in the month when the original subscription began. GC must be notified of subscription changes with at least one month’s notice.

The transfer of rights and obligations under this agreement is prohibited without the written consent of the other party. However, parties are permitted to transfer rights and obligations under the agreement to wholly-owned subsidiaries, provided that the relevant licenses are transferred to the receiving company. If the transferee fails to fulfill its obligations under this agreement, the assignor shall remain responsible for the proper fulfillment of the agreement towards the other party.

GC is not liable for damage resulting from disconnections, interruptions in telecommunications, or other disturbances in the operation of the software network, whether due to line failures, station failures, or other reasons, unless the damage is caused by intentional or gross negligence on its part. GC is not responsible for damage caused by the customer or any third party acting on their behalf without GC’s co-liability. It is the customer’s responsibility to test the software before using it, and GC is not liable for any damage the customer incurs due to the software’s functionality that can be attributed to a lack of testing.

Compensation is limited to direct damage suffered by the customer, which can be reasonably anticipated as a direct consequence of a breach of this agreement. Liability within the agreement does not extend to indirect damage suffered by the other party, including operational loss or damage resulting from the partial or total failure to fulfill agreements with third parties.

If GC is unable to fulfill its obligations under the agreement due to emergency, uncontrollable events, its obligations, including potential liability, are suspended for the duration of such conditions. For any mistakes, errors, omissions, interruptions, delays, damage, or defects in service provided under this agreement and its amendments, GC’s liability for each damage event is limited to the compensation that the customer has demonstrably paid to GC for the specific service related to the damage, within the three months preceding the incident that caused the damage.

The agreement between GC and the customer shall not affect the ownership rights of the parties and/or their rights to use any type of hardware, network, software, other intellectual property, trade secrets, data, confidential information, or other materials related to the services under this agreement. The agreement between GC and the customer does not entail any transfer of copyright from one party to the other, except where specifically stipulated by the terms of the agreement. If the parties make a specific arrangement related to the performance of the agreement for improvements or further development of technical solutions or otherwise, where one party owns the software or intellectual property and associated rights, the improved or developed solution shall be part of the rights of that party unless otherwise agreed. GC is generally considered the owner of the software developed for the customer unless otherwise agreed.

All data and information that GC becomes aware of concerning the customer and third parties, as well as the agreement itself, shall be considered confidential between the parties. The customer shall similarly maintain the utmost confidentiality regarding data and information related to GC. Information shall be used solely for the purpose for which it was obtained and to the extent necessary for the performance of this agreement.

The parties undertake not to disclose any confidential information received from the other party, including information about the other party’s management, financial, or technical conditions, other operational or business circumstances, or any other matters deemed confidential that must be kept secret.

Information that is public knowledge or readily accessible to everyone shall not be considered confidential, unless such circumstances result from a breach of this provision.

The obligation of confidentiality shall continue to apply after the expiration of the agreement between the parties.

These terms are governed by Icelandic law. If any provision of these terms is found to be invalid, illegal, or unenforceable, it shall not affect the validity, legality, or enforceability of the remaining provisions.

Disputes regarding these terms shall be attempted to be resolved through mutual agreement between GC and the customer. If an agreement cannot be reached, disputes shall be brought before the District Court of Reykjavik.