GENERAL TERMS AND CONDITIONS

1 SCOPE AND DEFINITIONS

These General Terms and Conditions (“General Terms and Conditions”) apply to Services provided by Allshares Oy or its affiliates. The contracting Allshares entity is stated in the Order Form (“Provider”).
The following definitions and rules of interpretation apply in the Agreement (unless the context requires otherwise):

Order Form

means the document that specifies the Services and the Parties to the Agreement.

Agreement

means the agreement between the Company and the Provider concerning the Services offered by the Provider, consisting of these General Terms and Conditions, the Order Form, and any other appendices specified in the Order Form.

Company

means the Party of the Agreement that purchases the Services and/or Deliverables from the Provider.

Company
Materials

mean documents, information, items and materials in any form, whether owned by the Company or a third party, which are provided by the Company to the Provider in connection with the Services.

Confidential Information

means any information and material in whatever form disclosed by a Party or on behalf of the Party to the other Party that is either marked as confidential, or that should reasonably be understood to be confidential by its nature or circumstances in which the information or material is disclosed.

Deliverables

means any documents, reports, products, information, materials or results of the Services to be delivered to the Company by the Provider in accordance with the Agreement and as specified in the Agreement.

Group Company

means any legal entity that (a) directly or indirectly controls the Party, or (b) is under the same direct or indirect control as the Party, or (c) is directly or indirectly controlled by the Party for so long as such control exists. For the purposes of this definition, “control” will exist through a right to nominate or dismiss fifty (50) per cent or more of the members of the Board of Directors or persons performing similar functions, whether through ownership of shares or other instruments entitling to fifty (50) per cent or more of the number of votes represented at a general meeting, or otherwise.

Intellectual Property Rights

means any and all patents, utility models, design rights, copyright, domain names, trademarks, trade names, service marks and any other intellectual property rights in any jurisdiction worldwide, irrespective of whether such rights can be subject to registration or not, and applications for registration of any of the aforementioned respectively as well as any trade secrets.

Parties

mean the parties of the Agreement jointly. Parties may also individually be referred to as the Party.

Project

means delivery of the objective of the Services specified in the Agreement.

Provider Materials

mean any and all information, documents, items, data, database, software, knowledge, know-how, and materials possessed, created, prepared or owned by the Provider excluding the Company Materials.

Service(s)

mean services and products delivered or provided to the Company by the Provider in accordance with the Agreement and defined and specified in writing in the Agreement and which constitutes the object of the Agreement.

2 SERVICES AND DELIVERABLES

The scope and the object of the Services, detailed Project, tasks of the Provider, and Deliverables relating to the Services shall be defined in the Agreement.
The Provider shall perform the tasks for which it is responsible in conformity with the Agreement, with due care and with the professional skill required for the tasks. The Services will be performed using the Provider’s working methods.
Delivery of Services can take place as a project delivery, separate delivery or as a continuous Service. Services can also be delivered remotely over the data network. Delivery and delivery method will be specified in the Agreement.
The Parties undertake to agree separately in writing on any issues related to a specific Project or to the contents or the terms and conditions of the Provider’s Services to be provided under a specific Project to the extent such issues have not been covered in the Agreement.
The Provider has the right to amend the Services due to changes in legislation or best practices, or if it is otherwise deemed necessary by the Provider to comply with any applicable laws, regulations or security requirements, acts of government or orders by competent authorities. The Provider has the right to change and amend the Services in other cases as well, provided that such amendment or change does not have a materially negative effect on the nature or quality of the Services, and the Provider shall notify the Company of any such event in advance.

3 COMPANY’S RESPONSIBILITIES

The Company undertakes to perform the tasks for which it is responsible in conformity with the Agreement, in time and with due care. The Company will contribute to the measures consistent with the Services using its best efforts in a manner that does not jeopardise the timely performance of the Provider’s contractual duties.
The Company shall in the agreed manner provide the Provider with sufficient and correct information needed by the Provider for the performance and completion of the Services or for the fulfilment of other Provider’s obligations related to the Services. The Company shall respond as soon as possible to the Provider’s requests for further details and instructions concerning the Services.
For listed companies and listed financial instruments, the Company shall comply with insider regulations and guidelines valid at any particular time. Prior to disclosing any inside information to the Provider, the Company shall notify the Provider in writing and obtain written acknowledgment from the Provider that the Provider is aware of the inside nature of the information to be disclosed.
The Company shall be responsible for the information and instructions provided to the Provider by the Company or on behalf of the Company and for keeping them up to date. The Provider will be entitled to assume that all information and material that has been furnished to the Provider by the Company or on behalf of the Company is correct and without errors.
The Company ensures that the requirements, definitions and schedules set for the Services and Deliverables are stated correctly in the Agreement and that the Services and Deliverables to be delivered are suitable for the purpose and needs intended by the Company.
The Company undertakes to make any decisions required by the Services without undue delay and follow the schedule required by the Services. The Company shall take care of the legal and other necessary measures relating to decision-making and registration of decisions.

4 FEES AND EXPENSES

The Company shall pay the Provider the prices, fees and costs for Services and Deliverables in accordance with the Agreement.
Unless otherwise agreed in writing, the Provider will charge the Company on a time and material basis in accordance with the current prices, fee rates and payment terms of the Provider, effective on the date of the invoice.
The Company is responsible and shall pay for any direct costs incurred to and by the Provider or involved with completing of the Services and which are agreed separately in advance and in writing, including but not limited to fees charged by auditors, lawyers, authorities or other third parties. Should the amount of such costs change, the prices specified in the Agreement shall be revised correspondingly.
If the workload or cost estimated in the Agreement is exceeded for reasons not attributable to the Provider, the Provider has the right to invoice the Company for the part exceeding the estimated workload or cost according to the agreed billing principles.
The Provider shall be entitled to charge extra fees in respect of Services and Deliverables if the Company specifically requires them to be performed or delivered outside the Provider’s working hours, these being from 9 am to 5 pm local time of the Provider. Further, the Provider is entitled to charge separately for services and deliverables that do not belong to the scope of the Agreement but that are ordered by the Company in writing.
Notwithstanding the aforesaid or anything contrary, the Provider shall be entitled to charge, separately, for additional costs incurred as a result of the provision of incorrect information by the Company or for any other reason for which the Company is responsible.
The Provider has the right to charge for travel time and the necessary and reasonable travel expenses as well as reasonable accommodation costs for travels outside the city in which the Provider’s office is located, that are made at the request of the Company or otherwise approved in advance by the Company.

5 TERMS OF PAYMENT

The applicable payment term is specified in the Agreement, or, if the payment term is not specified elsewhere in the Agreement, it is fourteen (14) days net. The late payment interest for any overdue amount is determined according to the applicable law. If the payment is delayed by more than thirty (30) days from the due date, the Provider is entitled to withhold further performance of Services until all such late payments due have been paid in full.
The fees and costs are exclusive of value added tax and other taxes, duties, levies and public charges (“Public Charges”). Public Charges will be added to the prices and charged in accordance with the applicable law in effect at the time of issuing the invoice. Should the amount of Public Charges determined by the authorities change, the prices specified in the Agreement shall be revised correspondingly.
Should a fee or cost that initially is deemed not to require value added tax later on require such, because of interpretation of tax laws or other such reasons, the Provider has the right to charge the Company with the value added tax and the associated interest in arrears.
The Provider has the right to set off its receivable from the Company against the Company’s receivable based on the Agreement.

6 CONFIDENTIALITY

Each Party (for the purposes of this Section 6, the “Receiving Party”) shall
   (a)   keep in confidence the other Party’s Confidential Information and protect the confidentiality of             the information using the same degree of care it uses for its own Confidential Information (but             not less than reasonable care);
    (b)   not disclose the other Party’s Confidential Information to any third party, except as may be                         permitted by this Section 6;
    (c)    and use such Confidential Information only for the purposes of the Agreement.
Unless otherwise agreed in writing, the Receiving Party shall have the right to:
    (a)   copy Confidential Information only to the extent necessary for the purpose of the                         Agreement;
    (b)   disclose Confidential Information only to those of its personnel who need to know such            Confidential Information for the purposes of the Agreement, provided they are bound by            confidentiality obligations at least as restrictive as those contained in this Section 6;
    (c)   and disclose Confidential Information to its subcontractors, advisors and Group Companies,            provided that such third parties need to know Confidential Information for the purposes of the            Agreement, and are bound by confidentiality obligations at least as restrictive as those contained            in this Section 6.
Notwithstanding the foregoing, the confidentiality obligations shall not apply to any material or information:
    (a)   which is generally available or otherwise public other than by a breach of the Agreement on the             part of the Receiving Party;
    (b)   which a Party has received from a third party without any obligation of confidentiality;
    (c)   which pursuant to written evidence was in the possession of the Receiving Party without any             obligation of confidentiality related thereto, prior to receipt of the same from the other Party; or
    (d)   which a Party can demonstrate pursuant to written evidence it has developed independently            without using any Confidential Information received from the other Party.
Notwithstanding the foregoing, either Party shall be entitled to disclose Confidential Information where such disclosure is required pursuant to applicable law, orders given by courts or authorities or the rules of stock exchange, provided that the Party shall
    (a)    only disclose such portion of the Confidential Information that is required to be disclosed;
    (b)    inform the recipient of the Confidential Information that the information released is confidential             and, where possible, use its reasonable endeavours to ensure that the information is kept             confidential by such recipient; and
    (c)    promptly notify the other Party of such release of Confidential Information, specifying the             information disclosed, the recipient of the information, and the circumstances giving rise to the             duty to disclose it, unless such notification is prohibited by law, court or authority order or stock             exchange rules.
Each Party shall cease using Confidential Information received from the other Party promptly upon termination of the Agreement or when the Party no longer needs the Confidential Information in question for the purpose of the Agreement and, unless the Parties separately agree on the returning of such material, destroy materials containing Confidential Information and all copies thereof. Each Party shall, however, be entitled to retain copies as required by law.
The rights and obligations of confidentiality set forth in this Section 6 shall survive the termination or expiration of the Agreement and shall remain in force for a period of ten (10) years from the termination or expiry of the Agreement, unless otherwise provided by the applicable law.

7 USE OF SUBCONTRACTORS

Each Party shall have the right to subcontract its obligations under the Agreement. Each Party shall ensure that its subcontractors comply with the confidentiality provisions of this Agreement. Each Party shall be liable for the performance of its subcontractors as for its own performance. Upon request, the Provider shall disclose the subcontractors it uses in the provision of the Services to the Company.

8 PERSONAL DATA

To the extent that provision of the Services entails processing of personal data on behalf of the Company, the Parties shall enter into a Data Processing Agreement, and the Provider shall process such personal data in accordance with the Data Processing Agreement.

9 INTELLECTUEL PROPERTY RIGHTS

Unless otherwise expressly agreed in writing, the Agreement has no effect on the ownership of any Intellectual Property Rights or any other rights held by the Party or existing prior to the execution of the Agreement. Any and all Intellectual Property Rights to Deliverables or Services created in connection with the Agreement shall vest and remain vested in the originating Party or its licensors, as applicable. Neither Party will obtain any direct, indirect or implied right or license to use or otherwise exploit the Intellectual Property Rights of the other Party, except to the extent necessary for the purposes of the Agreement.
The Company hereby, free of charge, grants or procures the grant of a worldwide, perpetual, revocable, non-exclusive and non-transferable license for the Provider to use, copy and modify all such Company Material and related Intellectual Property Rights of the Company which are necessary for the performance of the Provider’s obligations or to exercise its rights under the Agreement.
The Provider shall grant or procures the grant of a license to the Company to use the Deliverables and other results of the Services as are necessary to allow the Company to use the Services in accordance with the Agreement, exercise its rights and perform its obligations under the Agreement. Unless otherwise agreed in writing, the Company will, upon delivery and full payment of the same, receive worldwide, non-exclusive, perpetual license to use the Deliverables and other results of the Services in its internal operations and for the purposes of the Agreement. The Company is entitled to make such copies of the Deliverables as may be necessary. The copies must contain the same copyright, trademark, and other labels as the original copy of the Deliverable or other result of the Services.
The Company acknowledges that it may not use or otherwise exploit the Services or Deliverables outside the scope and purpose of the Agreement. Unless otherwise agreed, the Company does not have the right to sublicense, assign or otherwise transfer the rights granted in this Section 9.

10 INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

The Provider warrants that the Company’s use of the Deliverables supplied by the Provider when used within the scope and purpose of the Agreement, does not infringe any third party’s Intellectual Property Rights. The Provider shall at its own expense defend the Company against claim that the Company’s use of the Deliverables when used within the scope and purpose of the Agreement, infringes abovementioned Intellectual Property Rights (“Claim”), provided that the Company promptly notifies the Provider in writing of such Claim and permits the Provider to defend or settle the Claim and gives to the Provider all necessary information and assistance available as well as necessary authorizations. The Provider shall pay all damages awarded in a trial or agreed to be paid to a third party if the Company has acted in accordance with the foregoing.
If in the justified opinion of the Provider any Deliverable infringes any of the above-mentioned rights of a third party, the Provider may at its own expense either
    (a)   obtain the right of continued use of the Deliverable for the Company;
    (b)   replace the Deliverable with a comparable Deliverable; or
    (c)   modify the Deliverable in order to eliminate the infringement.
If none of the above-mentioned alternatives are available to the Provider on commercially reasonable terms, the Company shall, at the request of the Provider, stop using such Deliverable. The Provider shall then refund any prepaid payments for not used Services.
The Provider shall, however, not be liable if the Claim
    (a)   is asserted by the Company’s Group Company;
    (b)   results from compliance with the Company’s instructions;
    (c)   results from the use of the Deliverables in combination with any other service or product not            supplied by the Provider; or
    (d)   could have been avoided by the use of released and equivalent Deliverables offered for use to the Company without separate charge.
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The liability of the Provider for infringement of Intellectual Property Rights shall be limited to this Section 10.
The Company warrants that the receipt and use of the Company Materials in the performance of the Agreement or Services shall not infringe the Intellectual Property Rights or any other rights of third parties. The Company shall indemnify and defend the Provider on the same terms and conditions as set out in Section 10(1) above, mutatis mutandis, against any claim brought against the Provider, its agents, subcontractors, or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights or other rights of a third party arising out of, or in connection with, the receipt or use of the Company Materials in the performance of the Agreement or Services.

11 FORCE MAJEURE

“Force Majeure” means any failure by a Party to perform its obligations under the Agreement due to an impediment beyond such Party’s control, which the Party could not have taken into account at the time of the conclusion of the Agreement, and the consequences of which could not reasonably have been avoided or overcome by such Party. Such impediments may include, but are not limited to, acts of government or authorities, fires, floods, epidemics, quarantine restrictions, strikes, lock-outs and industrial disputes, as well as riots, acts of terror or specific threats of terrorist activity and shortage of transportation or energy. Strike, lock-out, boycott and other industrial action shall constitute a Force Majeure also when the Party concerned is an object or a party to such an action.
Save for the obligation to pay money properly due and owing, neither Party shall be liable for any non-performance caused by a Force Majeure.
A Force Majeure affecting a subcontractor of a Party shall also discharge such Party from liability, provided that subcontracting from another source cannot be made without unreasonable costs or a significant loss of time. A Party shall notify the other Party in writing without delay of the commencement of a Force Majeure, its estimated duration, and its cessation.
During a Force Majeure, each Party will use its best efforts to minimize the effects of the Force Majeure, with an objective to resume the performance of its obligations fully when the Force Majeure ceases to exist.

12 NON-SOLICIT

The Company shall not, without the prior written consent of the Provider, directly or indirectly solicit or attempt to solicit employment of any employees or directors of the Provider, and shall not enter into any other arrangements for the purpose of obtaining the work contribution of the Provider’s employees or directors until twelve (12) months has passed from
(a) the date of termination or expiry of the Agreement; or
(b) termination of the employment of the employees or directors in question, whichever occurs earlier.
The Company shall not be in breach of this Section 12 in the event that the employee or director approached the Company directly or responded to a vacancy advertised to the general public without that employee or director having been previously approached directly by the Company.
In the event of a breach of this Section 12, the Company shall pay the Provider as liquidated damages an amount corresponding to the gross salary of the relevant employee or director during three (3) months preceding the termination of their employment or, if the employment is not terminated, preceding the claim for liquidated damages. Any payment of liquidated damages shall be without prejudice to any other rights or remedies available to the Provider.

13 LIMITATION OF LIABILITY

Neither Party shall be liable under or in relation to the Agreement or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any loss of profits, loss of revenue, loss of or damage to business or reputation, loss of contracts or customers, loss of any software or data, wasted management or other staff time, losses or liabilities under or in relation to a contract concluded with a third party, or indirect, punitive, special, incidental, or consequential losses or damages. This limitation of liability applies even if the Party has advised the other Party of the possibility of such damage.
The total aggregate liability of a Party towards the other Party excluding liquidated damages, under or in relation to the Agreement or its subject matter, shall not exceed an amount corresponding to the total price excluding value added tax invoiced by the Provider for the Services and Deliverables under the Agreement in the last twelve (12) months preceding the cause of the claim.
If the breaching Party has an obligation to pay liquidated damages, the breaching Party is also liable to pay damages, however only for the part of the loss exceeding the liquidated damages.
Any claims for damages must be presented to other Party without delay and not later than three (3) months from the date the Party discovered, or it should have discovered the damage. Any claims for damages presented thereafter shall be deemed to be expired.
Notwithstanding anything contrary, the limitations of liability of a Party shall not apply to
    (a)   wilful conduct or gross negligence;
    (b)   any liability that cannot be excluded or limited in accordance with the applicable mandatory law;            or
    (c)   breach of Section 6 (Confidentiality), infringement of Intellectual Property Rights or breach of            granted license set in Section 9 (Intellectual Property Rights), liability under Section 10            (Infringement of Intellectual Property Rights), or breach of Section 12 (Non-solicit).
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14 TERM AND TERMINATION

The Agreement shall enter into force on the date specified in the Agreement, and if not specified, on the date of its last signature. Unless otherwise agreed in writing, the Agreement shall remain in force until the obligations of each Party are fulfilled or until the Agreement is terminated in accordance with the Agreement.
If the fulfillment of the Agreement has been delayed for more than thirty (30) days due to a Force Majeure, each Party shall have the right to terminate the Agreement with immediate effect by notifying the other Party thereof in writing.
Each Party shall have the right to terminate the Agreement with immediate effect upon written notice to the other Party if:
(a) the other Party is in material breach of the Agreement and, where such breach is capable of being remedied, fails to remedy the breach within fourteen (14) days after written notice regarding such breach; or
(b) the other Party is insolvent, declared bankrupt or put into liquidation, makes an arrangement with its creditors, sells all or a substantial part of its assets, ends its business or generally ceases payment of or becomes unable to pay its debts as and when they fall due.
Termination or expiry of the Agreement shall not affect any rights, remedies, obligations and liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry. Any provision of the Agreement that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
The termination or expiry of the Agreement has no effect on the Provider’s right to receive the fees and costs under the Agreement up to the termination becoming effective, irrespective of whether the Project or any part thereof has been completed, provided that in case the Company is the terminating Party, the Company has not terminated the Agreement due to a manifest material breach of the Agreement attributable to the Provider.The termination or expiry of the Agreement has no effect on the Provider’s right to receive the fees and/or costs under the Agreement up to the termination becoming effective, irrespective of whether the Project or any part thereof has been completed, provided that in case the Company is the terminating Party, the Company has not terminated the Agreement due to a manifest material breach of the Agreement attributable to the Provider.
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15 NOTICES AND AMENDMENTS

All notices and other communications under this Agreement shall be in writing. Any notice given by one Party to the other Party shall be deemed properly given when delivered to the recipient by hand or sent by prepaid first class registered post, courier delivery or by email, to the receiving Party’s contact person at the address set forth in this Agreement (or such other address as may be notified in writing from time to time by either Party). All notices and other communications will be deemed to have been received by the relevant Party (a) upon delivery, if delivered personally, (b) on the seventh (7th) day after the day of mailing if sent by courier or registered mail or (c) on the day of transmission if sent by email, provided no error message is received.
All amendments to the Agreement must be made in writing and be accepted by all Parties.

16 ASSIGNMENT

Neither Party has the right to assign the Agreement, or any of its rights or obligations hereunder, to a third party without the prior written consent of the other Party (such consent not to be unreasonably withheld). Notwithstanding the foregoing, the Provider has the right to assign the Agreement and any of its rights and obligations hereunder to its Group Company or a third party to which the business activities of the Provider related to the Agreement have been transferred, subject to a written notice to the Company. In addition to and notwithstanding the foregoing, the Provider may transfer its receivables under the Agreement to a third party.

17 OTHER TERMS

Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
Waiver. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Export and sanctions. Each Party is responsible for complying with import, export and economic sanction laws and regulations regarding the import, export or transfer of products, technology, services or data.
Permission for Reference. The Provider may use the customer relationship with the Company as a reference in its marketing and business operations on the Provider’s website and other marketing materials. This permission for reference includes the right to use the Company’s name, logo and trademark in this context, as well as to mention the relevant Services. All further references must be agreed upon separately in writing and in advance. The Company has the right to revoke this permission at any time by notifying the Provider thereof in writing.
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No partnership or agency. Unless otherwise agreed in writing, nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other, or authorize either Party to make or enter into any commitments for or on behalf of the other Party.
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