1. Service scope and obligations of Parties 

These Terms apply to, and form part of, Agreement(s) on the provision of VariSuite SaaS Service and related professional services by Variantum Oy, a corporation organized and existing under the laws of Finland, having its registered office in Tekniikantie 4 A, 02150 Espoo, Finland (“Service Provider”) to its customer (“Customer”).  

Any additional or conflicting terms specified in any purchase order or other document issued by Customer are, unless specifically acknowledged and agreed by Service Provider in writing, deemed proposals only and are hereby rejected. Service Provider and Customer are also hereinafter referred to each as a “Party” and together as the ”Parties”.  

2. Definitions 

The following terms shall have the meanings assigned to them herein, unless otherwise agreed elsewhere in the Agreement: 

“Authorized User” means any individual to whom  the Customer has granted access authorization to use the Service and who is not made Inactive User by the Customer. User can be e.g. an employee, agent, contractor, partner, or other representative of the Customer. 

“Agreement” shall mean an agreement, in which the Parties agree in writing on provision of Services to Customer, such as (i) an agreement signed (manually or electronically) by the Parties, (ii) Service Provider’s offer accepted in writing (by manual signature, email confirmation or otherwise electronically) by Customer, (iii) Customer’s order accepted by Service Provider (by manual signature, email confirmation or otherwise electronically) or (iv) Order Form.  

 “Documentation” shall mean usage manuals and specifications in written or electronic format that are supplied by Service Provider to Customer along with the provision of Service or that are included in the Service but excluding marketing materials. 

“Inactive User” means any individual to whom  the Customer has granted access authorization to use the Service, User can be e.g. an employee, agent, contractor, partner, or other representative of the Customer. 

 “Intellectual Property Rights” means any and all patents, utility models, designs, copyright, domain names, trademarks, trade names and any other intellectual property rights, whether registered or not and applications for any of the aforementioned respectively as well as any trade secrets. 

“Order Form” means an ordering document signed by the Customer and the Service Provider. 

“Professional Services” means implementation, training or other agreed services relating to the Service agreed to be delivered to Customer by the Service Provider. 

 “Service” shall mean access by Customer via web-user interface or client software to the System to view information produced by the System and to update the Customer specific settings of the Service. The Service is defined in Article 3 below and its Documentation that may be modified by Service Provider at any time to include modifications, enhancements, corrections, updates and upgrades of the Service. 

 “VariSuite” or “System” shall mean Service Provider’s offering management software system, where the data generated by the usage of and access to the Service from time to time is stored and processed, and which is defined in the Documentation as may be modified by Service Provider at any time, including the modifications, enhancements, corrections, updates and upgrades of the System. 

3. Service,and Professional Services 

The Service includes: 

• Agreed access to VariSuite software and System 

• Agreed user training and instructions. 
• Free client service by support portal and over the phone during normal working hours in Finland; and 
• Correcting all material malfunctions in the Service within reasonable time after the Customer has informed the Service Provider of a malfunction.  

all as specified in the Agreement. 

Only individual Authorized Users of the Customer are allowed to access and use the Service. The Customer is only entitled to allow access to its Authorized Users and shall not provide indirect access to the Service. Any unauthorized use of the Service is strictly prohibited.  

The Customer shall be responsible for any unauthorized use of the Service conducted with its Authorized Users’ usernames and/or passwords. All user accounts are strictly personal and access thereto may not be shared. Service Provider has the right to disable any username, password, or other identifier and/or suspend access to the Service, by any the Customer or its Authorized Users at any time if, in Service Provider’s opinion, the Customer or any Authorized User may have violated any provision of Terms.  

The Customer shall use all reasonable efforts to prevent unauthorized access to, or use of, the Service. In the event of or if the Customer or its Authorized User has a reason to suspect any unauthorized access or use of the Service, or if any password has been revealed to a third party, Customer must promptly notify the Supplier.  

The Customer shall remove and manage the access rights to the Service when necessary, such as in case of termination of employment of an Authorized User. Customer can either permanently delete an Authorized User or make that user Inactive User. Service Fees are not payable for Inactive Users. 

Service Provider may suspend the production of the Service or access to the System for a reasonable time for the purposes of installation, change or maintenance work. Service Provider will use reasonable efforts to minimize the down time and will try to inform the Customer in advance of any such down time. 

The Customer will be liable to obtain all other devices, software and connections to access the Service.  

The Customer is responsible to obtain all necessary consents and inform people if it collects any personal data from the people using the System and otherwise as required by the data protection and other laws so that the Service Provider can process the personal data collected by the Customer and stored in the System and Service lawfully and in accordance with Variantum Data Processing Agreement and/or other terms agreed between the parties.  

Unless otherwise agreed by the Parties, the Professional Services and the Deliverables are delivered remotely by the Service Provider. 

4. Intellectual Property Rights 

Title and any and all Intellectual Property Rights in and to the Service, the System, the Documentation, results of Professional Services, the information stored in and/or produced by the System and all materials, delivered or to be delivered by Service Provider, as well as any copies, modifications, translations, amendments and derivatives thereof shall belong to Service Provider.  

Title and any and all Intellectual Property Rights in and to the data entered into the Service by the Customer (“Customer Data”) shall belong to the Customer.  

Service Provider may freely use the data generated within and to the System and the Customer’s feedback and improvement ideas to provide the Service to the Customer as well as to develop its Service and System without disclosing Customer’s or any of its User’s name. 

Subject to Customer’s payment of the prices payable under the respective Agreement, Customer is granted a non-exclusive and non-transferable right to use the Service, the information produced by the System related to Customer and the Documentation during the term of the respective Agreement for Customer’s internal use in the form provided or made available by Service Provider.  

5. Price, invoicing period and payment terms 

The prices will be agreed separately in the Agreement. If no prices have been agreed the Service Provider’s list prices will be used. The Service prices will start from the date of the Agreement. 

Invoicing of the Service takes place in advance in twelve-month (12) periods unless otherwise agreed between the Parties. Invoices for each period are submitted at the end of the previous period. Professional Services are invoiced upon performance thereof unless otherwise agreed.  

The agreed prices and fees are exclusive of any sales, use, withhold-ng, value added (VAT) or other tax or governmental charges imposed on the sales or use of the Service or Professional Services. Such taxes and charges, if applicable, will be added to the prices and fees. Term of payment is 30 days. Late payments will incur interest at the maximum rate allowed by the Interest Act in Finland. 

Service Provider reserves the right to adjust the pricing and terms of the service from time to time. Service Provider will inform the Customer of any changes to the price of the Service no later than two (2) months prior to the changes and beginning of a new renewal term. Any Service price changes will happen at the time of term renewal. If the Customer does not agree to such new pricing and other terms it can terminate the Agreement according to clause 11  below before the next Service renewal period begins. Prices for new orders of Professional Services may be increased by the Service Provider. 

6. Confidentiality 

Except where otherwise provided in the Agreement, each Party (i) shall keep in confidence all information of the other Party that is marked as confidential or that the receiving party should reasonably understand is confidential from the circumstances of disclosure or the nature of the information (“Confidential Information”); (ii) may not disclose the other Party’s Confidential Information to any third parties and (iii) may not use or utilize such Confidential Information for any other purposes than for the fulfillment of the purpose of the Agreement. Without limiting the generality of the foregoing, the structure of the Service, the System, the Documentation and the ideas contained in them are Service Provider’s Confidential Information. Service Provider may disclose Customer’s Confidential Information to its subcontractors for the purpose of the fulfillment of the purpose of the Agreement, provided that it has agreed on a confidentiality provision substantially similar as that herein with the subcontractors.   

This confidentiality obligation shall not apply to information: (i) which at the time of disclosure is or later becomes generally available or otherwise public through no breach of the Party receiving the information; (ii) which was in the possession of the receiving Party without a confidentiality or non-use obligation prior to receipt of the same from the other Party; (iii) which the receiving Party receives from a third party who did not breach an obligation of confidentiality when disclosing the information; (iv) which the receiving Party can prove the receiving Party has developed independently without using the Confidential Information of the other Party; or (v) which the receiving Party is obliged to disclose pursuant  to an order by an authority or court or otherwise in accordance with law. Without limiting the foregoing, Supplier shall have the right to utilize the general know-how, skills and expertise that its and its subcontractors’ personnel have learned in conjunction with the performance under any Agreement.  

Unauthorized disclosures of Confidential Information that are caused by security breaches or other similar causes are not regarded as a breach of the above confidentiality obligation as long as the Party has used reasonable care in protecting the Confidential Information from such causes. 

7. Warranties and liability limitation 

The Service, Documentation, Professional Services and other material and information are provided “as is” and “as-available.” Service Provider does not make, and hereby disclaims, any and all other express or implied warranties.  The Service Provider will, however use all reasonable efforts to remedy any malfunctions in the service within reasonable time as stipulated above. 

Either Party shall have no liability for any (i) indirect, incidental, special or consequential damages such as loss of profit, revenue or savings, or for damages payable to third parties, or (ii) loss or alteration of data or expenses caused therefrom or cost of cover purchase arising under or in connection with any Agreement.  

In no event shall Service Provider’s aggregate maximum liability to Customer arising out of or related to any Agreement, for any claim, act, omission or failure occurring or arising during any six (6) month period exceed the amount of the net prices paid by Customer to Service Provider during the said period under the said Agreement.  

The limitations of liability shall not apply to damages caused by gross negligence or intentional act. 

8. Force Majeure 

Service Provider shall not be liable for any unavailability, errors, delay or damage caused by an impediment beyond the Service Provider’s control and which Service Provider could not have reasonably taken into account in advance, nor the consequences of which Service Provider could not reasonably have avoided or overcome. Such force majeure events shall include, if not proven otherwise, inter alia, war or insurrection, earthquake, flood, global pandemic 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.  

Service Provider shall without delay inform the Customer in writing of a force majeure event and the ceasing of such event. 

9. Right of reference 

Service Provider reserves the right to refer to the name and logo of the Customer for marketing purposes. Any other use is subject to separate agreement between the Parties.  

10. Subcontracting and assignment 

Service Provider is entitled to use subcontractors in the performance and delivery of the Service. Service Provider is responsible for the performance of all subcontractors it uses. Service Provider may assign the Agreement or any rights or obligations under the Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer is entitled to terminate the Agreement with immediate effect if such transfer is to a competitor of Customer. 

11. Term, renewal and termination 

Unless another initial period is agreed in writing, the Agreement is valid initially for a period of 36 months and it will automatically renew for new 12 month periods. Auto-renewal will not occur if Customer notifies Supplier of its intention not to renew at least two months in advance of the expiration of the current term, or if Supplier notifies Customer of its intention not to renew at least six months prior to the expiration of the current term. 

Either Party may terminate any Agreement immediately with a written notice to the other Party in case: 

a) the other Party commits any material breach of the respective Agreement and fails to remedy the same within thirty (30) days after receipt of a written notice by the other Party (in which notice the first Party notifies of its intent or possible intent to terminate the Agreement then unless the breach is cured within such period), or 

b) the other Party is adjudicated bankrupt or placed in liquidation, discontinues the active conduct of its business, fails or is unable to pay its debts as they become due, or is or becomes insolvent. 

Upon any termination of any Agreement: i) Customer shall return all copies of the Documentation and other Service Provider Confidential Information delivered by Service Provider, or if instructed by Service Provider, destroy them; ii) all rights and licenses granted to Customer and its Users hereunder will immediately cease and iii) Service Provider shall destroy, all documents and tangible materials containing Customer Data or Customer’s Confidential Information. 

12. Disputes and governing law 

All Agreements shall be construed in accordance with the laws of Finland excluding its choice of law provisions and the UN Convention on Contracts for the International Sale of Goods and all disputes arising out of all Agreements shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce by one (1) arbitrator. The arbitration shall take place in Helsinki, Finland, and shall be conducted in English. 

Please see also other Variantum Legal Documents:

• VariSuite Service Description
• VariSuite Price List
• Variantum's Data Processing Agreement (DPA)
  
  
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