GENERAL TERMS AND CONDITIONS

6 TERMS OF PAYMENT

• The applicable payment term is set forth in the Acceptance Form. The late payment interest for the 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 Service until all such late payments due have been paid in full.
• The fees and costs are exclusive of a value added tax and other taxes, duties, levies and public charges (“Public Charges”). Value added tax and other Public Charges will be added to the prices and charged in accordance with the applicable law and regulations in effect at the time of issuing the invoice. Should the amount of value added tax or Public Charges determined by the authorities change, the prices specified in the Agreement will 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, including interest and other associated costs in arrears.
• The Provider will have the right to set off its receivable from the Company against the Company’s receivable based on the Agreement.

7 CONFIDENTIALITY

• Each Party (for the purposes of this Section 7, the “Receiving Party”) will
        (a)   keep in confidence all Confidential Information;
        (b)   not disclose any Confidential Information to any third party, except as may be permitted by this               Section 7; and(c) undertake to use Confidential Information only for the purposes of the                            Agreement.
• Unless otherwise agreed in writing, the Receiving Party will 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 7;
        (c)   disclose Confidential Information to its subcontractors and advisors, provided that such              subcontractors and advisors 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 7; and
        (d)  in case of Provider, to the extent necessary disclose Confidential Information to the other entity              defined as Provider in these General Conditions (if there is more than one Provider).
• Notwithstanding the foregoing, the aforementioned confidentiality obligations will 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 will be entitled to disclose Confidential Information, where such disclosure is required pursuant to law, decree, stock exchange rule, or order issued by a competent authority provided that the Party will
        (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, decree, stock exchange rule, or              order issued by a competent authority.
• Each Party will 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 will, however, be entitled to retain copies as required by law.
• The rights and obligations of confidentiality set forth in this Section 7 will survive the termination or expiration of the Agreement and will remain in force for a period of ten (10) years from the termination or expiry of the Agreement, subject to the applicable law.

8 USE OF SUBCONTRACTORS

Each Party will have the right to subcontract its obligations under the Agreement. Each Party will ensure that its subcontractors comply with the confidentiality provisions specified in Section 7. A Party will be liable for the performance of its subcontractor as for its own performance.

9 PERSONAL DATA

• The Provider offers a wide range of services in which personal data is processed. The Provider’s role in the processing of personal data as either controller or processor depends on the Service provided to the Company and is specified in the Acceptance Form. If the Provider processes personal data on behalf of the Company in connection with the Service as processor, the Data Processing Agreement applies.
• If the Company, as a controller, transfers personal data to the Provider to be processed by the Provider as an independent controller, the Provider will become the owner of the personal data and will have the right to use and exploit it for its own purposes as a controller. The Company will be solely responsible for having the right to disclose the personal data to the Provider. The Provider will not delete or return or otherwise dispose of the personal data before the end of the retention period set out in the relevant privacy notice, if this Agreement is terminated for any reason. The Provider will use the personal data in accordance with the relevant privacy notice, which outlines the procedures and the legal basis for the collection, processing, and storage of the personal data. The Provider implements appropriate technical and organizational measures to ensure a level of security appropriate to the risks of processing.

10 INTELLECTUAL 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 Party or existing prior to the execution of the Agreement. Any and all Intellectual Property Rights to Deliverables or Service created in connection with the Agreement will 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 performance of its obligations under the Agreement.
• The Company hereby, free of charge, grants or procures the grant of a world-wide, perpetual, irrevocable, 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 or related to Service.
• The Provider will grant or procures the grant of a license to the Company to use the Deliverables and other results of the Service as are necessary to allow the Company to 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 Service in its internal operations and for the purposes specified in 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 results of the Service.
• The Company acknowledges that it may not use or otherwise exploit the Service or Deliverables outside the scope and purpose of the Agreement. Unless otherwise agreed the Company will not have right to sublicense, assign or otherwise transfer the rights granted in this Section 10 or in the Agreement.
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11 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 in Finland, Sweden or in other country agreed in writing. The Provider will 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 in Finland, Sweden, or in other country agreed in writing (“Claim”), provided that the Company promptly notifies the allegedly infringing Provider in writing of such Claim and permits Provider to defend or settle the Claim and gives to Provider all necessary information and assistance available and the necessary authorizations. The relevant Provider will 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 the Deliverables 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 Deliverables; or
        (c)   modify the Deliverables in order to eliminate the infringement.
• If none of the above-mentioned alternatives is available to the Provider on commercially reasonable terms, the Company will, at the request of the Provider, stop using the Deliverables. The Provider must then refund any prepaid payments for not used Service.
• The Provider will, however, not be liable if the Claim
        (a)   is asserted by a 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 Provider; or
        (d)   could have been avoided by the use of released and equivalent Deliverables offered for use to              the Company without separate charge.
• The liability of the Provider for infringement of Intellectual Property Rights will be limited to this Section 11.
• The Company warrants that the receipt and use of the Company Materials in the performance of the Agreement or Service will not infringe the Intellectual Property Rights or any other rights of third parties. The Company will indemnify the Provider in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other professional costs and expenses suffered or incurred by the Provider arising out of or in connection with 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 in the performance of the Agreement or Service of the Company Materials.
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12 FORCE MAJEURE EVENT

• “Force Majeure Event” 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 will constitute a Force Majeure Event 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 will be liable for any non-performance caused by a Force Majeure Event.
• A Force Majeure Event affecting a subcontractor of a Party will 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 will notify the other Party in writing without delay of the commencement of a Force Majeure Event, its estimated duration, and its cessation.
• During a Force Majeure Event, each Party will use its best efforts to minimize the effects of the Force Majeure Event, with an objective to resume the performance of its obligations fully when the Force Majeure Event ceases to exist.

13 NON-SOLICIT

• The Company undertakes to 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 to 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.
• This restriction does not apply to general advertisements or solicitations for employment or engagement that are not specifically directed at the Provider’s employees or directors or situations where an employee or director voluntarily applies for a position in response to a public job posting or recruitment effort not specifically targeting the Provider’s personnel.
• In the event of a breach of this Section 13, the Party in breach will pay the other Party 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 will be without prejudice to any other rights or remedies available to a Party.

14 LIMITATION OF LIABILITY

• Neither Party will 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
        (a)   loss of profits;
        (b)   loss of revenue;
        (c)   loss of or damage to business or reputation;
        (d)   loss of contracts or customers;
        (e)   loss of any software or data;
        (f)   wasted management or other staff time;
        (g)   losses or liabilities under or in relation to a contract concluded with a third party; or
        (h)   indirect, punitive, special, incidental, or consequential losses or damages.
• 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, will not exceed an amount corresponding to the total price excluding value added tax invoiced by the Provider under the Agreement for the Service and Deliverables in the last twelve (12) months preceding the cause of the claim.
• If the breaching Party has an obligation to pay liquidated damages or other similar contractual penalties, the breaching Party is also liable to pay damages, however only for the part of the loss exceeding the liquidated damages or similar contractual penalties.
• 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 will be deemed to be expired.
• Notwithstanding, anything contrary, the limitations of liability of a Party will not apply to
          (a)  willful 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 7 (Confidentiality), infringement of the Intellectual Property Rights or breach               of granted license set in Section 10 (Intellectual Property Rights), liability under Section 11               (Infringement of Intellectual Property Rights), or breach of Section 13 (Non-solicit).
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15 TERM AND TERMINATION

• The Agreement will enter into force on the date specified in the Acceptance Form. Unless otherwise agreed in writing, the Agreement will remain in force until the obligations of each Party under the Agreement 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 Event, each Party will have the right to terminate the Agreement with immediate effect by notifying the other Party thereof in writing.
• Each Party will 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
            (i)    is insolvent, declared bankrupt or put into liquidation;
            (ii)   makes an arrangement with its creditors;
            (iii)  sells all or a substantial part of its assets; or
            (iv)  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 will 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 will 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/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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16 NOTICES AND AMENDMENTS

• All notices and other communication in relation to the Agreement will be deemed to have been duly given or made when delivered by hand, mail or electronically to the relevant Party at the address set forth in the Acceptance Form.
• Notices must be in writing and sent either by courier delivery or e-mail to the receiving Party at the address agreed in the Agreement, or such other address as may be designated by the Party by a written notice addressed to the other Party. The Parties will notify each other without undue delay of any changes to the contact details specified in the Acceptance Form.
• Any notice sent by e-mail is deemed to be received on the day of transmission. Courier delivered notice is deemed received at the time of delivery, provided that a counter signature has been received.
• If there are more than one Provider, the notices made by the Company in accordance with this Section to a Provider will be deemed to be given to both Providers save for what has been provided regarding notifying the Claims under Section 11 herein or in the Agreement.
• All amendments to the Agreement must be made in writing and be accepted by all Parties.
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17 ASSIGNMENT

Neither Party will have 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. Notwithstanding the foregoing, the Provider is entitled 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 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.
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18 OTHER TERMS

• Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it will 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 will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will 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 will 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 will not constitute a waiver of that or any other right or remedy, nor will 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 will prevent or restrict the further exercise of that or any other right or remedy.
• 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 material as well as in office presentations. 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 Service. 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.
• No partnership or agency. Unless otherwise agreed in writing, nothing in the Agreement is intended to, or will 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, save for what has been stated about the relationship of the Providers if there are more than one Provider.
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