FINBIOSOFT CLOUD GENERAL TERMS AND CONDITIONS
Last updated 1 February 2021

1. SCOPE OF THE TERMS; PARTIES
These Terms apply to Agreement(s) (defined in Section 2) between Finbiosoft Oy, a company incorporated in Finland with business ID 2439453-4 (“Finbiosoft”) and the firm, company, corporation, public sector entity or other entity (“Customer”) on the provision of the Software Service (defined in Section 2) to the Customer. These Terms form an integral part of the Agreement. The Customer’s purchase, procurement or other terms shall not apply to the Agreement, even if referred in or attached to the Customer’s purchase order or other document submitted by the Customer. Finbiosoft and the Customer are hereinafter referred to collectively as the “Parties” and individually as the “Party” as the context may require.

BY ACCEPTING THESE TERMS IN WRITING OR ELECTRONICALLY, BY CLICKING A BOX INDICATING ACCEPTANCE OR BY USING OR ACCESSING THE SOFTWARE SERVICE OR THE DOCUMENTATION, THE CUSTOMER ACCEPTS THESE TERMS. THE CUSTOMER REPRESENTS AND WARRANTS THAT EACH PERSON WHO TAKES THE SOFTWARE SERVICE OR THE DOCUMENTATION INTO USE OR OTHERWISE ACCEPTS THE AGREEMENT AND/OR THE TERMS IS AUTHORIZED TO CONCLUDE A BINDING AGREEMENT ON BEHALF OF THE CUSTOMER AND THAT THE CUSTOMER IS BOUND BY THE AGREEMENT (INCLUDING THESE TERMS). IF THE PERSON DOES NOT HAVE SUCH AUTHORITY, OR IF THE CUSTOMER DOES NOT ACCEPT THE TERMS AND CONDITIONS OF THE AGREEMENT, THE PERSON MAY NOT SELECT THE ACCEPTANCE CHECK BOX AND THE CUSTOMER MAY NOT USE THE SOFTWARE SERVICE OR THE DOCUMENTATION.

Where Finbiosoft takes an Update as part of the Software Service and if the Update is accompanied or provided with a modified or a new version of these Terms, these Terms are thereafter replaced with and the use of the Software Service is thereafter governed by the modified or new version of the Terms.

The Customer agrees that the Customer shall provide the Customer’s valid full legal name, Business ID/company number, address, telephone number, email address and other information as requested from time to time by Finbiosoft and the Customer agrees to keep all this information up to date all the time.

2. DEFINITIONS
As used in these Terms, the plural shall include the singular and vice versa (where appropriate) and references to Appendices and Sections shall mean Appendices and Sections of these Terms, unless expressly otherwise stated or evident in the context. In these Terms (including the Appendices attached hereto) the following words and expressions shall have the following meanings:

The word “Agreement” shall mean an agreement in which the Parties agree on the provision of the Software Service and/or other Finbiosoft’s services to the Customer, such as (i) an agreement signed by the Parties, (ii) Finbiosoft’s binding email or other electronic written offer accepted by the Customer, (iii) the Customer’s email or other electronic written offer order accepted by Finbiosoft’s e.g. by commencing the deliveries or (iv) an online agreement entered into by the Parties.
The word “Confidential Information” shall mean information of the other Party that is marked as confidential or that should be reasonably understood to be confidential.
The word ”Customer Data” shall mean the information or material transferred by or on behalf of the Customer to the Software Service or otherwise provided or made available to Finbiosoft by or on behalf of the Customer, or the analysis results generated from such information and material through the Customer’s use of the Software Service. For avoidance of doubt, the Customer Data shall always exclude any pre-existing information and material of Finbiosoft or its licensors as well as the Software Service and the Documentation and the modifications, fixes, error corrections and Updates of the Software Service and the Documentation.
The word “Documentation” shall mean user manuals, release notes, installation notes and other written or electronic documentation and materials that Finbiosoft provides related to the Software Service or that are accessible through the Software Service.
The word “Error” shall mean an error, which can be reproduced and which causes the Software Service not function materially as described in the Software Service’s product description (excluding any marketing materials), as updated by Finbiosoft from time to time.
The word “Effective Date” shall mean the date when the Customer has accepted the Agreement or when the Customer accesses the Software Service or starts using the Software Service (whichever occurs first).
The word ”Intellectual Property Rights” shall mean patents, rights to inventions, trademarks, domain names, rights in know-how, trade secrets, copyrights, database rights, rights related to copyrights, and any and all other intellectual property rights, whether registered or not, and including without limitation the right to amend and further develop the objects of those rights and the right to assign the rights to third parties.
The word ”Software Service” shall mean Finbiosoft Cloud software as a service delivered via data networks. The Software Service is defined in the Software Service’s product description, as may be modified by Finbiosoft at any time, and it includes the modifications, fixes, error corrections and Updates of the Software Service, which Finbiosoft takes as part of the Software Service during the term of the Agreement.
The words “Update” and “Updates” are defined in Section 8.
3. FINBIOSOFT’S GENERAL OBLIGATIONS
Finbiosoft shall provide the Software Service in conformity with the Agreement. Finbiosoft shall be responsible for the production environment of the Software Service in conformity with the Agreement.
Finbiosoft undertakes to perform other Finbiosoft’s services in conformity with the written specifications of the services in conformity with the Agreement, with due care and with the professional skills required for the tasks. Finbiosoft performs its obligations by using its working methods.
Finbiosoft shall provide to the Customer the instructions for use of the Software Service.
Finbiosoft shall inform to the Customer Finbiosoft’s contact details for the purpose of the maintenance service relating to the Software Service, and any changes to the contact information.
4. CUSTOMER’S GENERAL OBLIGATIONS
The Customer undertakes to perform in conformity with the Agreement and with due care the tasks for which the Customer is responsible.
The Customer shall be responsible for acquiring and maintaining the functional status of hardware, software and connections that the Customer in each case needs in order to use the Software Service. The Customer shall be responsible for the protection of Customer’s data systems and connections and for other costs related to the use of the Software Service. The Customer shall be responsible for preparing the hardware, software, connections and data systems to meet the operating environment specifications provided by Finbiosoft, and for ensuring that the Software Service fulfils the Customer’s intended purpose.
The Customer shall give Finbiosoft correct and sufficient technical and other information in good time relating to the Agreement and for the purpose of the provision of the Software Service, and inform Finbiosoft in good time of changes in the supplied information and of other necessary matters regarding to the Agreement and the provision of the Software Service. The Customer is liable for the information, instructions and orders provided by the Customer.
The Customer shall inform Finbiosoft about the Customer’s contact person and other contact details relating to the Software Service and any changes thereto. The Customer shall make sure that only its notified contact person contacts Finbiosoft relating to the Agreement and the Software Service.
The Customer is liable for its compliance with laws and regulations. Finbiosoft is not liable for the Customer’s compliance with any laws or regulations or for the compliance of the Software Service or of any results gained by the use of the Software Service with any laws or regulations. It is the Customer’s duty to assess the functionalities of the Software Service, as amended from time to time, and to determine if the Software Service is suitable for the Customer’s requirements.
The Customer may freely provide to Finbiosoft input and feedback relating the Software Service, the Documentation and/or other Finbiosoft’s products and/or services (hereinafter referred to as the “Feedback”. The Feedback may be provided by the Customer to Finbiosoft also by using Finbiosoft’s Feedback channel.
5. USE OF SOFTWARE SERVICE; PERSONAL DATA
Subject to the Customer’s payment to Finbiosoft of the price payable for the right to use the Software Service (“SaaS Fee”), Finbiosoft grants the Customer a non-exclusive, non-transferable and non-sublicensable license to use the Software Service, in accordance with the Documentation, in the Customer’s own business during the term of the Agreement. In addition to the Customer’s own internal users, also such external users of the Customer who are third parties acting on the Customer’s behalf, may use use the Software Service on behalf of the Customer as granted herein. The Customer is liable for all its internal and external users’ use of the Software Service.
The Software Service may be used from the web server(s) appointed from time to time by Finbiosoft. Finbiosoft shall not be responsible for the Customer’s inability to access the Software Service due to unavailability of Internet, failure of connections or any other similar reasons. Finbiosoft may conduct maintenance of Software Service and its web server(s). During the maintenance time, the Software Service will not be available as defined in Section 8. The Customer acknowledges and agrees that, due to the inherent qualities of the Internet, Finbiosoft cannot prevent and, therefore, is not responsible for security breaches.
The Customer may not use the Software Service for service bureau purposes, offer services to any third party or otherwise transfer the Software Service or the Documentation or allow access to the Software Service or the Documentation to any third party or allow any third party to benefit from the Software Service or the Documentation.
In addition, the Customer expressly agrees that the Customer shall not (i) use the Software Service or the Documentation for any illegal or unauthorized purpose; (ii) upload any offensive, threatening, libelous, defamatory or otherwise objectionable data to the Software Service; (iii) disassemble, decompile, reverse engineer, copy, resell, distribute, rent, lease or sub-license the Software Service (in whole or in part); (iv) circumvent any technical protection measures used in connection with the Software Service; (v) upload any viruses, worms or code of a destructive nature to the Software Service; (vi) breach any security rules attached to the Software Service; (vii) remove trademarks, copyright notices or similar from the Software Service or the Documentation; or (vii) modify or create derivative works of the Software Service or the Documentation.
The Data Processing Agreement will apply to the processing of personal data included in the Customer Data.
6. USER NAME AND PASSWORD
The Customer shall be responsible for ensuring that its users maintain user names and passwords diligently and shall not disclose them to third parties. The Customer shall be responsible for the use of the Software Service using its user names and passwords.
The Customer undertakes to inform Finbiosoft immediately if any password has been revealed to a third party or if the Customer has a reason to suspect misuse of a user name or password.
The Customer shall change the password required for the use of the Software Service upon Finbiosoft’s request or if required by the Software Service.
7. CUSTOMER DATA
The Customer owns the Customer Data. Finbiosoft shall have the right to use the Customer Data for the purposes of the Agreement, including but not limited to the maintenance of the Software Service as agreed in the Agreement.
The Customer shall be responsible for the Customer Data and for ensuring that the Customer Data shall not infringe any third-party rights or violate any legislation in force. The Customer warrants that the Customer has the right to supply and use the Customer Data for the purposes of the Agreement. The Customer shall be solely responsible for any and all Customer Data and use thereof and shall defend, indemnify and hold harmless Finbiosoft from and against any and all liabilities and costs (including reasonable attorneys’ fees) arising from any and all third-party claims based upon the Customer Data. The Customer shall also be liable for and promptly pay to Finbiosoft any damages (including the cost of repairs) incurred by Finbiosoft in the event that any software, hardware or connections used by the Customer to connect to the Software Service cause security breaches, damage to or interferences with Finbiosoft’s connection network or the Software Service. If Finbiosoft detects such damage or interference, Finbiosoft may suspend without any liability the Customer’s further access to the Software Service, until the issue has been resolved to Finbiosoft’s satisfaction.
Finbiosoft shall provide to the Customer the Customer Data upon the Customer’s written request within forty-five (45) days of the Customer’s written request. The Customer Data shall be provided in an electronic form commonly used by Finbiosoft. Finbiosoft may charge for the collection, processing and provision of the Customer Data in accordance with its then-current price list. Finbiosoft’s responsibility to store the Customer Data terminates sixty (60) days after the expiration or termination of the Agreement, after which Finbiosoft shall destroy the Customer Data. However, Finbiosoft shall be entitled to destroy or retain the Customer Data to the extent required by law or a regulation by an authority.
Finbiosoft may also at its sole discretion to remove all or part of any Customer Data, which exceeds the storage limit informed from time to time by Finbiosoft.
It is expressly understood and agreed by the Customer that the Customer may not store and/or use any patient data or related information in the Software Service.
8. MAINTENANCE SERVICE
Finbiosoft may, in its sole discretion, provide, and the Agreement applies to, any and all updates, features, new versions, or other functionality, including without limitation alterations of functionality, features, storage, security, availability, content, and other information relating to the Software Service (collectively “Updates” and separately “Update”) which Finbiosoft takes as part of the Software Service during the term of the Agreement. Such Updates provided for the Customer’s use as part of the Software Service may be subject to any additional terms and conditions as presented by Finbiosoft, including, if applicable, additional fees and prices. The Customer hereby authorizes Finbiosoft to, and agrees that Finbiosoft may, automatically and in good faith transmit, access, install, and otherwise provide Updates without further notice or need for the Customer’s prior consent when such Updates are provided for the Customer’s use as part of the Software Service free of additional charge. Finbiosoft has no obligation to, and nothing in the Agreement may be construed to require Finbiosoft to, create, provide, or install Updates. Finbiosoft will, however, provide the Customer with prior information about the Updates, if the Updates require changes to the Customer’s equipment or software.
In the event of an Error, the Customer shall inform Finbiosoft of the Error, and upon request, demonstrate, how the Error occurs as guided by Finbiosoft and give Finbiosoft access to the Customer’s hardware, software, data and other systems if requested by Finbiosoft (if necessary). Finbiosoft will make reasonable efforts in accordance with Finbiosoft’s each time applicable correction policy to correct the reported Errors. Correction of an Error may also take place by providing a work-around or by providing the Customer with written instructions to bypass the Error, or by providing Update(s) or a correction patch in which the Error is corrected or bypassed. However, if the Error cannot be reproduced or where it is not reasonably practical to remedy the reported Error, Finbiosoft may provide the Customer with its recommendations or an explanation. Finbiosoft may prioritize the investigation and correction of different Errors taking into account their severity and effect, as estimated by Finbiosoft. It is accepted by the Customer that not all Errors are necessarily capable of correction or it is not reasonably practical to correct all Errors.
The maintenance service does not cover correction of Errors and Finbiosoft is not liable for Errors that are caused by matters outside of Finbiosoft’s reasonable control, such as caused by: (a) faulty use; (b) failure to follow the terms of the Agreement or the usage instructions; (c) a modification or repair performed by anyone else than Finbiosoft; (d) any system, product or service not manufactured by Finbiosoft or for any changes in the same; or (e) faulty form or content of the Customer Data.
If the maintenance service does not cover the correction of an Error or if Finbiosoft is not liable for an Error, Finbiosoft may charge in accordance with Finbiosoft’s then-current price list for the time used by Finbiosoft in the investigation and correction efforts of the Error, as well as in situations where the reported error or other problem is not an Error.
Finbiosoft shall have the right to suspend provision of and access to the Software Service: (i) for a reasonable duration if this is necessary in order to perform installation of Updates or other maintenance work in respect of the Software Service or web server(s); (ii) due to installation or other maintenance work of general data network or due to a data security risk to the Software Service or if required by law or an authority’s regulation or (iii) if Finbiosoft reasonably suspects that the Customer burdens or uses the Software Service in such a manner as to jeopardize the provision of the Software Service to other users.
If the suspension is due to a service break planned by Finbiosoft, Finbiosoft will (i) inform the Customer of the suspension and the estimated duration of the suspension in advance and (ii) use reasonable endeavors to strive to minimize the downtime resulting from the suspension. In other cases, Finbiosoft will inform the Customer of the suspension without undue delay after Finbiosoft has learned of such matter.
9. BACKUP
Finbiosoft shall be responsible for making back-up copies of the Customer Data stored in the Software Service. Finbiosoft shall be responsible for making back-up copies at least once a day or at times made known in advance to the Customer, and for maintaining the back-up copy in conformity with the practice made known to the Customer. Finbiosoft shall be responsible for maintaining one (1) back-up copy of the latest Customer Data and be entitled to destroy older back-up copies. The Customer shall be responsible for making all other back-up copies.
If the Customer Data is deleted, lost, altered or damaged when using the Customer’s own user name and password or the Customer has otherwise by its own action deleted, lost, altered or damaged the Customer Data, Finbiosoft shall have the right to charge for the recovery of such Customer Data in accordance with Finbiosoft’s then-current price list.
10. PRICES; TERMS OF PAYMENT
Finbiosoft shall invoice the Customer and the Customer shall pay the prices in accordance with Finbiosoft’s each time applicable price list, unless otherwise agreed in the Agreement.
If not otherwise agreed in the Agreement, the prices are invoiced:
a) recurring prices, such as monthly, quarterly or annual SaaS Fee, in advance of the invoicing period; and
b) other services’ prices monthly afterwards; and
c) other prices monthly afterwards.
If, at the request of the Customer, Finbiosoft’s service (other than the Software Service) is performed outside Finbiosoft’s normal business hours, Finbiosoft may invoice additional charges for such service in accordance with its then-current price list. Unless otherwise agreed in writing, Finbiosoft shall be entitled to charge for travel time fifty (50,00 %) per cent of the then-current price list’s normal hourly charge and travel costs for travels (including, but not limited to, daily allowances, food allowances, accommodation and other travel costs) necessitated by the performance of its obligations under the Agreement.
Finbiosoft may change the prices agreed in the Agreement upon one (1) month prior written notice to the Customer. If the Customer does not accept a price increase of the SaaS Fee, the Customer shall be entitled to terminate the Agreement to expire on the effective date of the price increase, by notifying Finbiosoft thereof in writing at least fourteen (14) days before the effective date of the increase.
The prices are exclusive of, and the Customer shall pay all value added and other similar taxes or public charges (except for taxes based on income of Finbiosoft), which may be levied, assessed or imposed on the use of the Software Service or other services. Value added and other similar taxes and public charges payable are subject to any changes in taxes or other public charges.
Prices are payable within fourteen (14) days from the date of the invoice. Interest on delayed payments accrues in accordance with the Finnish Interest Act (20.8.1982/633, as amended). Finbiosoft may also suspend its performance under the Agreement and the Customer’s access to the Software Service without any liability, if any payment of the Customer under the Agreement is more than thirty (30) days past the due date until the Customer has paid all amounts due to Finbiosoft.
11. CONFIDENTIALITY
A Party may not disclose the other Party’s Confidential Information to any third party and may not use such Confidential Information for any other purposes than those set forth in the Agreement. This confidentiality obligation shall, however, not be applied to any information: (i) which is generally available or otherwise public through no fault of the receiving Party, (ii) which the receiving Party has received from a third party, (iii) which was in the possession of the receiving Party prior to receipt of the same from the other Party, (iv) which the receiving Party has developed independently without using the Confidential Information received from the other Party or (v) which the receiving Party shall disclose pursuant to a law, decree or other order issued by the authorities or judicial order.
The rights and obligations under this Section 11 shall survive the expiration or termination of the Agreement.
12. INTELLECTUAL PROPERTY RIGHTS
Title and any and all Intellectual Property Rights in and to and relating to the Software Service, the Documentation and the results of Finbiosoft’s services, and any modifications, Updates, translations, amendments and derivatives thereof are and shall belong to Finbiosoft and/or its licensors. No right or license under any Intellectual Property Rights of Finbiosoft is granted by, or is to be inferred from, any provision in the Agreement, except as expressly provided in the Agreement.
The Customer grants Finbiosoft the following non-exclusive, worldwide, royalty-free, free of charge, perpetual, transferable and sub-licensable and irrevocable license to (i) use, copy and modify the Feedback and to create derivative works thereof, (ii) manufacture, have manufactured, use, import, sell, lease, distribute, offer to sell, or otherwise develop and maintain any products, services and documentation implementing the Feedback, or containing or otherwise exploiting the Feedback (or part of the Feedback). Finbiosoft shall also be entitled to use herein mentioned rights relating to the Customer Data, however provided that the Customer Data is anonymized (i.e. personal data removed) by Finbiosoft before such usage.
13. NO WARRANTY; LIMITATION OF LIABILITY
FINBIOSOFT PROVIDES THE SOFTWARE SERVICE, THE DOCUMENTATION AND ITS SERVICES “AS IS”, WITHOUT ANY EXPRESS OR IMPLIED WARRANTY, LIABILITY OR REPRESENTATION OF ANY KIND. FINBIOSOFT AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES WITH RESPECT TO NON-INFRINGEMENT, ACCURACY, SYSTEM INTEGRATION, DATA ACCURACY OR FITNESS FOR A PURPOSE. NO CLAIMS OTHER THAN THOSE SPECIFICALLY CONTAINED IN THE AGREEMENT HAVE BEEN MADE WITH RESPECT TO THE SOFTWARE SERVICE, AND THE CUSTOMER SHALL NOT RELY ON ANY CLAIMS NOT EXPRESSLY SET OUT IN THE AGREEMENT.
ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS AND LOST SAVINGS, OR FOR THE LOSS OF, DAMAGE TO, OR ALTERATION OF DATA OR DATA FILES OF THE OTHER PARTY DUE TO ANY CAUSE AND THE RESULTING DAMAGES AND EXPENSES INCURRED, SUCH AS EXPENSES BASED ON THE RECREATION OF DATA FILES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WITHOUT LIMITING THE FOREGOING, FINBIOSOFT DOES NOT WARRANT THAT THE SOFTWARE SERVICE WILL MEET THE REQUIREMENTS OF THE CUSTOMER, OPERATE CORRECTLY WITH THE CUSTOMER’S CHOICE OF ENVIROMENT, BE UNINTERRUPTED, OR BE FREE OF ERRORS. FURTHER, FINBIOSOFT HAS NO CONTROL OVER THE INTERNET. FINBIOSOFT SHALL NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET.
FINBIOSOFT’S TOTAL AGGREGATE MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT (INCLUDING BUT NOT LIMITED TO LIABILITIES RELATING TO THE SOFTWARE SERVICE, THE DOCUMENTATION AND FINBIOSOFT’S SERVICES) FOR ANY AND ALL CAUSES OF ACTION OCCURRED DURING ANY CALENDAR MONTH, AND INCLUDING THE AMOUNTS OF POSSIBLE PRICE RETURNS, PRICE REDUCTIONS AND SERVICE LEVEL CREDITS, SHALL NOT EXCEED THE AMOUNT OF THE SAAS FEE (WITHOUT VALUE ADDED TAX AND OTHER GOVERNMENTAL CHARGES) PAID BY THE CUSTOMER TO FINBIOSOFT DURING THE SAID CALENDAR MONTH. ALL CLAIMS SHALL BE PRESENTED TO FINBIOSOFT IN WRITING NOT LATER THAN WITHIN THREE (3) MONTHS AFTER THE CUSTOMER BECAME AWARE OF THE GROUNDS FOR ITS CLAIM.
The limitations of liability herein shall not apply to claims caused by or willful conduct or gross negligence or to breach of license terms in Section 5 of these Terms.
Possible links to third party websites are provided for convenience only. Finbiosoft assumes no responsibility for the correctness of the information provided by those third-party websites or the policies, nature or reliability of those third-party websites.
14. TERM AND TERMINATION
Unless otherwise agreed in the Agreement, the Agreement will become effective on the Effective Date and will remain in force for one (1) year from the Effective Date (“Initial Term”) after which it will continue to be in force for subsequent one-year terms (each “Renewal Term”), unless terminated by either Party by a written notice given latest three (3) months prior to the end of the Initial Term or a Renewal Term, as the case may be, to terminate at the end of the then current term (either Initial Term or Renewal Term).
Either Party shall have the right to terminate the Agreement with immediate effect upon written notice to the other Party if the other Party is declared bankrupt, is placed into liquidation or it otherwise ceases its payments or if the other Party commits a substantial breach of the terms and conditions of the Agreement and does not remedy such breach within thirty (30) days of the other Party’s written notice regarding the breach.
In no event shall Finbiosoft be obligated to pay to the Customer on expiration or termination of the Agreement any compensation, indemnification, termination payments or other like payments, and the Customer forever waives any claims or rights, which it may have under law for any of these payments or like amounts.
Upon any termination of the Agreement, the following Sections shall survive: “Confidentiality”, “Intellectual Property Rights”, “No Warranty; Limitation of Liability”, “Term and Termination” and “Miscellaneous”. Also, any other provisions which, by their nature, contemplate effectiveness beyond the termination of this Agreement shall survive termination of this Agreement (including but not limited obligation to pay prices for past services and for the term of the Agreement).
15. MISCELLANEOUS
Right to use as a reference. Finbiosoft shall have the right to use the Customer’s name for marketing purposes during and after the term of the Agreement.
Force Majeure. Except for payment obligations, neither Party will be liable for failure to fulfil its obligation under this Agreement due to events of Force Majeure. The word “Force Majeure” means any circumstances beyond the reasonable control of the Party which he cannot reasonably be deemed to have contemplated at the time of the conclusion of the Agreement and the consequences of which he could not reasonably have avoided or overcome, including but not limited to accident, explosion, fire, storm, earthquake, flood, drought, the elements, strikes, lockouts, labor disputes, riots, sabotage, terrorist acts, civil war or revolution, war, failure or delay of transportation, the bankruptcy of any supplier, acts of governments and their agencies, and governmental or their agencies’ laws, regulations, rules, orders and decrees, or other legislative, administrative or judicial mandates, failures of telecommunication, general shortages of energy, and failures in Internet and other networks outside the Party’s reasonable control. The Party whose performance is affected shall promptly advise the other Party in writing of any event of Force Majeure as well as of its termination.
Independent Contractors. The relationship of the Parties established by the Agreement is solely that of independent contractors. Nothing in the Agreement shall constitute either Party as the agent or legal representative of the other Party for any purpose whatsoever. Neither Party is not granted any right or authority to endorse the other Party’s name on any contract of instrument, nor to assume or create any obligation or responsibility on behalf or in the name of the other Party, nor to otherwise affect the rights or obligations of the other Party, unless expressly otherwise agreed in the Agreement.
Each Party shall have the right to use subcontractors. Such Party shall ensure that his subcontractor shall comply with the confidentiality and other obligations under the Agreement. Such Party shall be liable for the actions and omissions of its subcontractors as for its own actions and omissions.
Neither Party may assign or transfer the rights or obligations created through the Agreement without the prior written consent of the other Party. However, Finbiosoft shall be entitled to assign its receivables under the Agreement to any third party. In addition, Finbiosoft shall have the right to assign the Agreement and all or part of Finbiosoft’s rights or obligations hereunder to a third party who acquires Finbiosoft’s business or assets or part of Finbiosoft’s business or assets. Finbiosoft shall notify the Customer of the assignment.
Notices; Language. The controlling language of the Agreement and for future communications shall be English. Notices required under the Agreement shall be deemed sufficient if in writing and delivered personally or by registered mail (to the receiving Party’s last known address. Finbiosoft may also give notices in electronic form, such as by email, or in the Software Service.
If any provision of the Agreement is held to be contrary to law, such provision shall be changed by the Parties and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law. Other provisions will remain in full force and effect.
The Section headings are for convenience of reference only and do not form part of the Agreement for the purposes of its construction or interpretation.
No Waiver. A failure of a Party to insist upon the performance of any or more of the terms of the Agreement will not be deemed to be a waiver of any rights or remedies unless waived by the Party in writing.
Except as updated in accordance with Section 1 hereof, all changes and amendments to the Agreement shall be agreed in written signed form in order to be valid.
Entire Agreement. The Agreement (including also these Terms) constitutes the complete agreement between the Parties with respect to the subject matter of the Agreement and supersedes all previous negotiations, oral and written agreements, marketing materials and proposals and other communications between the Parties with respect to the subject matter of the Agreement.
Export Control. The Customer shall not export, or transfer for the purpose of re-export, any products or technical information obtained from Finbiosoft in violation of any regulation, treaty, executive order, law, statute, amendment or supplement thereto. It is the responsibility of the Customer, at the Customer’s expense, to obtain all approvals and consents required for any export or re-export.
The Agreement (including also these Terms) shall be governed, interpreted and construed in all respects 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. 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 Rules for Expedited Arbitration of the Finland Chamber of Commerce. The arbitration shall take place in Helsinki, Finland, and shall be conducted in English. Notwithstanding the above, Finbiosoft shall be entitled to seek equitable and/or injunctive relief to prevent or stop a violation of the terms and conditions in the Agreement and take legal actions concerning overdue payments, in any court of law.