These general terms and conditions on delivery of "Centero Software Manager" (“Service”) as a service ("General terms") shall apply to service agreements concerning the use of the Service between Centero Oy (”Supplier”) and its customer, who desires to obtain the right to use the Service ("Customer").
In these General terms, except as otherwise expressly provided herein or unless the context otherwise requires, definitions set forth in article “Glossary”.
Subject Matter of Agreement
These General terms together with any specific terms in the electronic or written agreement or corresponding instrument constitute the entire agreement (”Agreement”) on Customer's use of the Service, meaning the permission to access and right to use the Service as further set forth in the Agreement and the Service Description. A precondition for the use of the Service is always a mutual, written or electronic agreement between the Supplier and the Customer.
The Agreement sets forth the terms pursuant to which the Customer and User(s) are entitled to use the Service.
The Service is designed to serve as a tool for Customer's application version management as further described in more detail in the Service Description.
The scope of the Agreement and contents of the Service are set forth in the Agreement and the Service Description. Any expand or alteration to the scope shall be considered as Additional Service and thus shall be subject to a separate agreement between the parties.
Centero Software Manager
Centero Software Manager is a tool to help Customers to enable fluent application usage by distributing new application versions to devices and also handling updating of old versions on devices. Service contains CSM Supported Applications, where application life-cycle can be fully automated. In addition to these general CSM Supported Applications, CSM can be used to distribute also Customer-specific Applications Packages used in organization. Purpose of CSM is to automate frequently updated and lot of maintenance required applications and to keep security on high level, as specified in more detail in the Service Description.
The specific features of CSM, such as process of ordering and deployment of the Service, limitations and response times are further described in Service Description. The Customer acquires right to use the Product of Service described in the Agreement executed between Customer and Supplier.
Any expand or alteration to the scope of the Service as described in Service Description shall be considered as Additional Service and thus shall be subject to a separate order or agreement between the parties. Additional Services can constitute of services such as, for example, Application Packaging as a Service. Additional Services are supplied by the Supplier to the Customer on its request due to Customer's field of business or other Customer-related reasons. Any terms and fees of Additional Services are to be agreed separately in writing on case-by-case basis.
General Obligations of the Supplier
The Supplier shall offer the Service for the use of the Customer within agreed limits of use (e.g. number of devices, applicable CSM Supported Applications) as described in the Agreement. The Supplier is responsible that the Service is provided substantially in compliance with the Agreement.
The Supplier shall provide necessary information concerning technical description of the Service (including hosting server provider, security information and information concerning backup procedures of Customer Data) so that Customer obtains information for selection of the Service.
Purpose of the Service is not to cover all applications used in organizations, but to automate frequently updated and lot of maintenance required applications and to keep security of those applications on high level. The Supplier uses its commercially reasonable efforts to develop the Service and publish Service Updates but is not liable for any such activities.
The Supplier undertakes to use its best efforts to maintain Supported Applications for which the Customer has acquired a right to use during the term of Service.
The supplier shall perform technical testing only for Application Packages on operating systems and Endpoint Management Systems supported by the Service.
Application Packages will be available for Customer’s request during the following time periods, provided that the licensee of the Application Packages does not restrict use of the necessary files:
- six (6) months during the term of Service starting from the date of Application Package’s appearance to the Service;
- four (4) weeks after the termination of the Service.
General Obligations of the Customer
The Customer is responsible for selection, use of the Service to its purposes and costs thereof according to applicable legislation in the Customer's territory, including fulfilling all regulatory requirements when using the Service.
The Customer shall be solely responsible for any acts or omissions of the User(s), and the Supplier shall have no responsibility of any kind with relation to the relationship between the Customer and each User.
The Customer is obligated to use the Service in accordance with the Agreement and the Service Description in exchange with full payment of applicable payments. The Customer is fully responsible for both (i) actions of User/Users using the Service; and (ii) making all necessary agreements with Users and its own stakeholders such as software suppliers concerning the use of the Service; and (iii) obtaining all consents and permissions necessary according to applicable data protection or privacy legislation (if applicable).
The Customer is obligated to acquire and maintain Operating Environment for the Service in accordance with the minimum requirements provided by the Supplier.
Provided that due to Customer's field of business or other Customer-related reasons the Customer has a need for additional data protection level, it shall be separately agreed as Additional Service. The Customer acknowledges and agrees the risk of interruption of the Service and uses its reasonable efforts to prevent damage to User/Users activities caused by interruptions on Internet access or other malfunction on Operating Environment or temporary downtime of the Service.
The Customer is obligated to ensure that Users keep User ID's confidential. The Customer is always responsible of the misuse of lost User ID's or any other misuse of User ID's. The Customer is obligated to deliver the Supplier all information necessary in a form and time schedule agreed between the parties.
The Customer shall at its own cost provide the Supplier with adequate and accurate information in the agreed form and within the agreed time schedule, and handle the costs, expenses, routines, methods and practices related to the use of the Service (including maintenance). Upon the Supplier’s request, the Customer is obligated to point out activated Users and/or devices and/or other corresponding data. For avoidance of doubt, Supplier is entitled to use electronic reports which are available to the Supplier when verifying the amounts of use. The Customer undertakes not to prevent Supplier’s access to data necessary for verifying the Customer’s use of the Service.
The Customer shall not use the Service for any illegal activity or use which is in breach of good practice, including but not limited use of the Service for any unlawful or infringing material, including material that infringes any third party copyright or other intellectual property rights.
The Customer shall perform testing for all Supported Applications versions in Customers own testing Operating Environment with Endpoints where possible problems cannot cause problems to Customers production Operating Environment. The Customer is responsible for deciding if Supported Application can be deployed to Customers production Operating Environment with process defined by the Customer and for performing required actions when Supported Application version cannot be deployed to production Operating Environment. The Supplier is not responsible for possible problems caused by (i) Customer’s decision not to test the compatibility; (ii) Customer’s decision to deploy the Supported Application even if problem has been detected; or (iii) deployment of Supported Applications in Customers Operating Environment but shall fix problems in Application Package when problem is not related to Customers Operating Environment.
The Supplier shall deliver to the Customer basic information concerning data processing in the Service. The Customer is, however, obligated to maintain all register extracts and other documents required by applicable law.
The Supplier shall provide support to Main Users(s) during the Supplier's normal office hours in accordance with the then current practices of the Supplier, all support services for other persons than to Main User(s) are Additional Services.
Access to Service And Right to Use the Service
Upon terms and limitations and against full and timely payment of all applicable fees and charges Supplier grants the Customer a limited access and a non-exclusive, non-transferable right to use the Product(s) of the Service(s) ordered by the Customer by the User(s) during the term of the Agreement in its internal use, unless expressly otherwise permitted by the Supplier. Use of the Service is limited within the Customer’s internal ICT environment but amount of the device is not limited, provided that the Customer pays per device or per user based Service fees to Supplier subject to maximum amount of device or users applicable each month.
Access to the Service is granted solely as set forth above. The Customer shall not:
- acquire any other rights for Service or distribute, rent, lease, loan, sub license or resell the Service or accompanying documentation or any part thereof or any access rights thereof nor the license or any copy of it; or
- reverse engineer, recompile, disassemble, re-engineer, or otherwise create or attempt to create or permit, allow, or assist others to create the source code of the software in the Service, or
- to use the Service in whole or in part for any purposes except as expressly set forth herein as being permissible for the Customer pursuant to the Agreement; or
- modify, enhance or in any other manner change the Service or accompanying Service Description;
- remove, obliterate or otherwise alter Supplier's or third parties’ proprietary rights notices;
- assign or transfer any of its rights and obligations to the Service arising from the Agreement or any User ID's or corresponding information to any third party without the prior written consent of Supplier.
- except as expressly permitted by the Supplier, use the Service as a service center or in any other ways provide the Service to its customers or any other third parties. The Customer shall be entitled to use the Service only in accordance with the Service Description provided by the Supplier.
The Supplier shall have the right to deny the access to the Service if the Service is used against the law, orders of the authorities, good customs, the Agreement, Service Description, user's manual, or other documentation or any written instructions given by the Supplier, or in case the Customer defaults payments or any other fees due and payable to the Supplier and which remains unpaid for fourteen (14) days’ notice of such breach. The Supplier is obligated to notice the Customer in case of access is denied. Forbidden use of the Service is, for instance, misuse of the User ID's or attempted entering into other software or service.
The Supplier retains the right to modify, add to or remove features on the Service and update the Service Description accordingly. The current version of the Service Description is available at the Service or the Supplier’s website. In the event that any modifications, additions, or deletions require changes in the Customers’ environment the Supplier shall notify the Customer as quickly as possible, which changes the Customer undertakes to make at its own cost.
Exceptions to Access to Service And Right to Use the Service
Service Provider Customers can order ‘CSM for Partners’ bundle where rights to use the Service has exceptions to chapter ACCESS TO SERVICE AND RIGHT TO USE THE SERVICE as described in this chapter.
The Supplier has right to decide and give its consent which Customers are entitled to enroll as Service Provider Customer.
Service Providers has rights to use the Service for it’s Sub Customers but is responsible for usage of the Service and has agreement with the Supplier. The Supplier shall treat Service Provider and it’s Sub Customers collectively as a single Customer.
Service Provider can use Service as part of it’s own service but Service (including but not limited to software, Application Package or documentation) or parts of the Service cannot be modified in any way.
Service Provide shall be responsible for all obligations also for its Sub Customers. Service Provider shall be responsible to make sure that Sub Customers use the Service is according to Agreement and the Supplier has right to unenroll Service Provider Customer without any notification if Service Provider neglects this responsibility.
The Supplier shall invoice the usage of the Service always from the Service Provider Customer. The Service Provider Customer shall handle it’s Sub Customer invoicing as best fits for the service Provider.
This Agreement shall not limit in any way the current or future business actions between the Supplier and Service Provider Customers Sub Customers.
Specific Terms for Trial Or Preview Use
Following specific terms are applicable for trial use and/or preview use of the Service or any feature or part provided free of charge to the Customer (“Trial Use”):
Trial Use includes limited, revocable, non-transferable right to use Service or part of it solely for purpose of testing and demonstrating the Service or part of it.
Trial Use period terminates automatically upon expiration date of the Trial Use period. Upon expiration of Trial Use, the Customer must uninstall all parts of the Service from its ICT systems and destroy all copies of the software and documentation or return them to the Supplier, as instructed by the Supplier.
All software, service and documentation provided for Trial Use are delivered ”as is” without warranty of any kind, either express or implied, including without limitation, the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement of third party rights, and the Customer uses Service and any part thereof on its own risk and cost. The Supplier is not responsible of the usage or its consequences because of the testing nature of the use. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE ACCURACY AND QUALITY OF TRIAL USE SERVICE, AND CUSTOMER UNDERSTANDS THAT HE/SHE MUST EVALUATE AND BEAR ALL RISKS ASSOCIATED WITH THE TRIAL USE.
To the maximum extent permitted by applicable law, in no event shall the Supplier be liable for any special, direct, indirect or consequential damages whatsoever (including but not limited to, damages for loss of profits, revenues or data), arising out of or in any way related to the use of the Trial Use. The Customer agrees to defend, indemnify, and hold the Supplier harmless from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your access to or use of any of the Trial User Service or part thereof in breach of the Agreement; or (ii) Customer’s violation of these Trial Use terms or any other agreement with the Supplier.
Delivery And Acceptance of the Service
The Supplier shall make all measures described as Supplier’s obligations in the Service Description for purpose of delivery and granting access to the Service.
The delivery of Service is deemed to be accepted by the Customer, unless the Customer delivers the Supplier a written notice itemizing the errors within fourteen (14) days from the date when the Supplier has granted the Customer access to the Service. In any event the delivery of Service is deemed to be accepted when (i) the Supplier has corrected the Errors reported by Customer to Supplier; or (ii) the said fourteen (14) days period has elapsed; or (iii) the Customer takes the Service into production use by offering the Service to its User(s).
The Supplier shall at its sole discretion either correct the Errors reported by the Customer, or terminate the Agreement in which event the Supplier shall as a sole remedy to the Customer refund the payments acquired by the Customer from the Supplier. Irrespective of the aforesaid, all minor errors which have no substantial impact for use of the Service do not prevent acceptance of the Service. The Supplier shall use its commercially reasonable efforts to fix such minor errors when publishing Service Updates.
The Customer may request the Supplier to add additional Applications to the scope of the Service as Additional Service by separate order or agreement, whether via the Management Portal or otherwise. Such Applications shall be charged as from their date of order. Supported Applications cannot be removed during a billing period. Should the Customer wish to remove Supported Applications from the agreed scope of the Service, the Customer shall make written request to the Supplier about the removal in minimum two months prior to the end of then valid billing period.
Support And Error of Service
The Supplier's warranties and obligations concerning maintenance, support and availability of the Service are exhaustively defined in this clause.
Supplier represents and warrants that during the term of this Agreement, the Service will perform in all material respects as described in the Documentation and software created by Supplier does not contain any virus, back door, time bomb, trojan horse, preventative routine, worm, or other harmful code.
The Supplier shall perform monitoring of the Service according to its then current practices to prevent malfunctions or downtimes of the Service. The Supplier has a right to temporarily interrupt provision of the Service for maintenance purposes.
The Supplier provides the Main User(s) of the Customer with unrestricted (i.e. number of support requests is not limited) email support within the Supplier's regular working hours, i.e. Monday to Friday from 8:00am to 16:00pm GMT+2. Any other support, such as user training, shall be subject to separate agreement between the parties.
An Error of the Service occurs if the Service substantially deviates from the Service Description due to the reason attributable solely to the Supplier. In the event of an Error, the Customer shall inform the Supplier without undue delay. The Supplier shall use its best efforts to enter into corrective measures at latest on next working day after the Customer has notified the Supplier and provided all information necessary for Error detection. The Supplier continues corrective measures during normal office hours until the Error is corrected.
The remedy set forth herein is subject to full compliance with the Operating Environment requirements and Customer’s full compliance with any installation instructions and other instructions given by the Supplier. Technical requirements for the Service are described in the Service Description. The Supplier shall perform corrective measures at its own offices.
The Supplier is not liable for any Errors which are a consequence of use of the Service against terms and conditions of the Agreement, Service Description or written instructions of the Supplier, or which are consequence of use of other products than supplied by the Supplier, or any change to the Service. In the event an Error reported by the Customer is not belonging to responsibility of the Supplier, the Supplier is entitled to charge the Customer of the investigation such reported Error.
The Supplier does not warrant availability of the Service, in particular the Supplier is not liable for any downtime of the Service which is beyond reasonable control of the Supplier, including without limitation to interruptions caused by telecommunications connections, elected hosting service providers and all malfunctions by User(s).
The Supplier is entitled to replace the previous version of the Service by Service Update, provided that Service Update contains corresponding features with the previous version. In such event the Customer is obligated to make necessary updates for Operating Environment (such as updates to browser software) at its sole cost and risk. In the event the Customer refuses to take Service Update into use, the Supplier shall be entitled to terminate the Agreement.
THE SUPPLIER PROVIDES SOFTWARE, SERVICE AND ACCOMPANYING MATERIALS “AS IS” AND HEREBY SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.
THE FOREGOING WARRANTIES SET FORTH THE ENTIRE LIABILITY OF THE SUPPLIER AND THE foregoing warranties are the only express warranty made to THE CUSTOMER. SUPPLIER hereby specifically disclaimS all other warranties, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. THE SUPPLIER GIVES NO WARRANTIES TO THE USERS OR CONTRACTING PARTIES OF THE CUSTOMER. THE SUPPLIER does not warrant that all defects can be corrected, or that the operation of the SERVICE will be error free and/or uninterrupted.
Fees And Payment Terms
All payments will be made by the Customer in accordance with the Agreement executed between the Customer and the Supplier and in absence of the price in the Agreement, in accordance with then current price list of the Supplier.
The fixed monthly fee of Centero Software Manager to be charged in arrears includes use of Service in standard form. Service fees which are based on highest monthly amount of devices or Users will be charged monthly afterwards.
Any extended use, training, remote support services and other services are considered to be Additional Services and are to be charged separately if ordered by the Customer. Additional Services will be charged monthly in accordance with the Agreement or in absence of agreed price, in accordance with then current price list. The Supplier is entitled to charge travelling costs separately.
All payments shall be made in Euro currency.
The Supplier has a right to change prices by submitting a written notice no later than 30 days prior to the effective date of the price change. If the Customer does not accept the change, the Customer is entitled to terminate the Agreement on the effective date by submitting a written notice of termination within fourteen (14) days from the price change announcement by the Supplier.
Value added tax or corresponding tax will be added to all prices according to applicable legislation. Unless otherwise agreed, payment term for all payments will be 14 days. In the event of delayed payment, the Supplier is entitled to invoice reasonable collecting charges and delay interest according to Finnish Interest Act.
Acceptable payment methods are an invoice and a payment card.
Bambora PayForm (Paybyway Oy, business-id FI24865594) is the payment facilitator ("Payment Facilitator") of the online shop. The Paybyway Oy is a payment facilitator authorized by the Financial Supervisory Authority of Finland. The payment process is conducted in the online service of the Bambora. Bambora or Paybyway Oy is shown as the payment received in the bank account listing and in the invoice. Paying with Bambora is safe. All information is exchanged through secured connections.
The trade happens between the Customer and the Supplier. The Supplier is responsible for all obligations related to the trade.
With Bambora PayForm Customer can pay its order by payment card (credit/debit). Customer can contact Bambora PayForm for techical issus regarding payment by payment cards.:
- Bambora PayForm, Paybyway Oy (business-id FI24865594)
- E-mail: firstname.lastname@example.org
- Telephone: +358 9 315 82 555 (workdays 9-17)
- Address: Laserkatu 6, 53850 Lappeenranta, Finland
The Customer agrees that the Supplier may process personal data on behalf of the Customer when supplying the Service to the Customer.
Supplier shall mean “Processor” and Customer shall mean “Controller” referred to in Data Protection Legislation (as defined below).
The Customer is responsible for ensuring that it has legal justification for handling personal data based on this Agreement. The type of personal data and categories of data subjects, the duration of the processing, the nature and purposes of the processing and the Customer’s instructions concerning the processing are defined more specifically in the applicable Service Description.
The Supplier has documented proceedings and operating models of data protection and risk management. The Supplier has sufficient resources to implement the Service and it is responsible for observation and identification of the data protection risks and information security risks and taking necessary measures to prevent and mitigate the risks. If necessary, the Supplier will collaborate with the personnel of the Customer responsible for the data protection and information security.
Documentation about Personal Data Processing
The Parties undertake to comply with the applicable data protection legislation in Finland and in the EU (“Data Protection Legislation”) and other orders of the national authorities.
The Customer has the responsibility to create, make available and maintain the necessary register data description about personal data processing and it has also the responsibility to inform the data subjects. The Supplier has the responsibility to create, make available and maintain the necessary documentation of the processing of personal data.
Processing of Personal Data
The Supplier shall immediately delegate to the Customer all requests from the Data Subjects concerning checking, rectifying, erasing or restricting of processing of their personal data or other requests. The Customer is responsible for responding to the requests but upon request of the Customer, the Supplier shall assist the Customer to implement the Data Subjects’ rights and otherwise assist the Customer to the extent required by the Data Protection Legislation. The Supplier will forward directly to the Customer all queries from the information security authorities.
The Supplier is responsible to assist the Customer to the extent required from a data processor by the Data Protection Legislation. The Supplier is responsible for making available for the Customer all information that is needed for indicating the compliance of the obligations agreed herein and for allowing the Customer or other auditor authorized by the Customer (not however a competitor of the Supplier) to perform the audits and take part of them. The Customer’s representatives and the auditor must sign confidentiality agreements. The contracting parties shall agree on the date of the audit and other details before the audit. The audit cannot interfere the Supplier’s and its subcontractors’ undertakings against third parties. Each party shall be responsible for the costs the audit causes for them.
Processing/Transfer of Data Outside EU/EEA
The Supplier shall not transfer any personal data to any third party or country outside the European Union or the European Economic Area unless otherwise agreed. The applicable Data Protection Legislation shall be complied each time when processing personal data outside of EU/EEA.
The Supplier shall be entitled to use subcontractors to perform its duties under this clause. To the extent possible on commercially reasonable terms, the same data processing obligations as set out in these General Terms in accordance with the Data Protection Legislation shall be imposed on the subcontractors.
Erasure of personal data
After the expiry of the Agreement, the Supplier will erase or anonymize all personal data and existing copies according its then current practices (unless the applicable legislation requires the personal data to be kept) or otherwise erases the personal data in a way agreed with the Customer.
The Supplier shall ensure that only the required persons have access to the Customer’s personal data and that those persons follow the appropriate confidentiality obligation.
The Supplier shall implement proper safeguards for ensuring the protection of the Customer’s personal data. When arranging the safeguards, available technical options, specific risks regarding the data processing at hand and sensitivity of the processed personal data shall be taken into account.
The Customer is liable for informing the Supplier of circumstances such as processing of sensitive data or risk evaluations which affect the above-mentioned technical and organizational measures.
Processing of a security breach
In case the Supplier becomes aware of any security breaches concerning the personal data, it shall notify the Customer without undue delay. The Supplier undertakes to find out the reasons and effects of the breach and perform necessary measures to stop the breach, mitigate the adverse effect and prevent similar breaches. The Supplier shall collaborate with the Customer and ensure that the Customer has the documentation regarding the security breaches required by the law and the authority. The Customer shall be responsible for the necessary notifications to the data protection authority.
Unless otherwise agreed, the measures required from the Supplier with respect of data processing are deemed to be Additional Services and the Supplier is entitled to charge the Customer on time and material basis for the above-mentioned tasks according to the charges detailed in the then current price list of the Supplier. The Supplier shall not, however, have the right to charge the Customer for the above-mentioned tasks, if the tasks result from a breach of this Agreement attributable to the Supplier.
When delivering the personal data of the Customer to the Supplier, the Customer undertakes to defend, indemnify and hold the Supplier harmless against third-party claims and actions in case the damage is caused by an infringement against a third-party’s rights to personal data. The Customer agrees to indemnify and hold the Supplier harmless against all financial and other responsibilities, damages and costs that are caused for the Supplier from a breach of data controller’s obligations set forth in the Data Protection Legislation or other legislation. The Supplier is responsible only in so far as it has not complied with the obligations set for the data processor in Data Protection Legislation.
Limitation of Liability
Except in the event the damage is caused intentionally or by gross negligence, Supplier's liability shall in no event exceed 30 % of the amounts paid by the Customer to the Supplier during the period of twelve (12) months before occurrence of the breach.
Except in the event the damage is caused intentionally or by gross negligence, in no event is the Supplier liable for any indirect or consequential damages incurred to the Customer.
The Service and accompanying documentation are confidential information of the Supplier. The Customer agrees and undertakes to maintain such materials in confidence and not to use for any other purposes than the purpose of this Agreement any material delivered by the Supplier to the Customer. The Customer is not allowed to disclose any such material or information to any third party.
The confidentiality obligations shall remain in force during validity of this Agreement and five (5) years thereafter. Nothing in this clause is intended to decrease the protection of applicable legislation concerning confidential information. The parties shall maintain the content of the Agreement confidential, unless expressly otherwise agreed.
The Supplier shall use all reasonable efforts to prevent the unauthorized use, copying, publication or dissemination of the confidential information of the other party.
The Supplier is entitled to use the Customer as a reference.
The Customer acknowledges and agrees that during and after the term of the Agreement, the Supplier may use any information it collects and uses in connection with the Service, together with information from its other customers, for data analytics purposes, including to create reports and other analytics to improve the quality of and market the Supplier’s products and services. For avoidance of doubt, the output of such analytics will be anonymised and does not identify any particular customers or individuals.
Intellectual Property Rights
The Supplier and its suppliers retain all rights to the Service and related software including, without limitation, the title and interest to and in the Service and all intellectual property, industrial property and proprietary rights. Supplier neither grants nor otherwise transfers any rights of ownership or copyrights in the Service or accompanying documentation to the Customer, and the Customer shall have only such license rights to use the Service as are specified herein. Service and software included thereof, and other products are protected by copyright, trade secret, industrial and other intellectual property laws and treaties. The Customer shall not sell, transfer, publish, display, disclose or otherwise make such materials available to others.
The Supplier’s trademarks, trade names or other symbols may be available in the download section of the Service or in the Service. The Customer is entitled to use such marks and names in its internal use, within the scope of the Agreement and in the Supplier’s sole interest. The Customer’s right to use the Supplier’s trademarks, trade names, symbols or other material shall cease immediately upon the expiration or termination of this Agreement.
Third Party Claims
In the event use permitted herein of the unmodified Service should infringe upon the intellectual property rights of a third party due to the reason attributable to the Supplier, and at the Supplier’s opinion such infringement prevents or endangers to prevent the Customer or the User(s) to continue the use of the Service or any part thereof, the Supplier may either procure the right to continue using the Service, or replace, or modify it to make it non-infringing. If none of the aforementioned options is reasonably feasible to the Supplier, the Supplier shall terminate the Agreement. As a consequence of such termination the Customer shall cease using the infringing Service or portions of it and is not obligated to pay any further payments. The Supplier is not obligated to refund any fees which are compensation of use of the Service from the period before termination. As a sole remedy to the Customer the Supplier refunds the payments corresponding the time period during which the Service has not been in use due to such infringement.
In the event any User or other party who has been granted access to the Service by the Customer presents a claim towards the Supplier or in the event any third party presents a claim towards the Supplier concerning Customer Data or any act or omission related to the Customer, its personnel or contractors or User(s), the Customer agrees to indemnify and hold the Supplier harmless of such claims.
Term and Termination
The Agreement is in force until further notice. The termination period is thirty (30) days. The Agreement expires on the last day of the calendar month following the electronic or written termination notice by either Party. The Supplier is not obligated to refund any paid fees to the Customer as a consequence of termination.
A party shall be entitled to terminate the Agreement wholly or in part if the other party is otherwise materially in breach of the terms of the Agreement and the breach is of substantial importance to the non-breaching party. If the breach is capable of being remedied, the Agreement may be cancelled only if the party in breach has not rectified its breach within a reasonable period of time set by the other party in writing, such period to be at least 14 days.
Upon expiration of this Agreement the Supplier is entitled to prevent the User(s) access to the Service and delete all Customer Data. The Supplier may maintain such Customer Data, if allowed by applicable legislation, including legislation concerning personal data, but is not obligated to maintain such data. For avoidance of doubt, the Supplier is entitled to store and maintain anonymized technical data.
Neither party shall be liable for delay and damage caused by an impediment beyond the party's control and which the party could not have reasonably taken into account at the time of conclusion of the Agreement and whose consequences the party could not reasonably have avoided or overcome. Such force majeure events shall include, if not proven otherwise, inter alia, war or insurrection, earthquake, flood or other similar natural catastrophe, interruptions in general traffic, data communication or supply of electricity, import or export embargo, strike, lockout, boycott or other similar industrial action. A strike, lockout, boycott or other similar industrial action shall also be considered, if not proven otherwise, a force majeure event when the party concerned is target or a party to such an action. Each party shall without delay inform the other party in writing of a force majeure event and the termination of the force majeure event.
Governing Law And Arbitration
This Agreement shall be governed by and construed in accordance with the laws of Finland, excluding its choice of law provisions.
Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce of Finland. A dispute shall be resolved by a sole arbitrator. Notwithstanding the preceding sentences, claims for non-payment of monetary charges may be resolved in the district court of the respondent’s place of domicile if the respondent does not contest its payment obligation.
The Customer shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement without the prior written consent of the Supplier. The Supplier is entitled to transfer the Agreement as part of total or partial transfer of its business.
A failure to exercise, or any delay in exercising, on the part of either party, any right or remedy hereunder shall neither operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.
If, at any time, any provision of the Agreement is deemed by a court of competent jurisdiction to be illegal, invalid or unenforceable in any respect, the legality, validity or enforceability of the remaining provisions shall in no way be affected or impaired thereby. The invalid provision shall be replaced by a valid one which achieves to the extent possible the original purpose and commercial goal of the invalid provision.
No party shall be deemed by operation of the Agreement or otherwise to be the agent or representative of the other party for any purpose hereunder whatsoever. The parties shall at all times be considered independent contractors. No party shall have any right or authority to assume, create, or incur any liability or obligation of any kind in the name of or on behalf of the other party except in accordance with the provisions hereof, or as may otherwise be agreed by the parties in writing.
The Agreement and all correspondence between the parties and relating hereto shall be in the English or Finnish language unless the parties agree to the contrary.
These General terms shall be valid as of Customer has been acquired the Service for use and are valid until further notice or until replaced by new version of the general terms.