SOLITA CLOUDBLOX - MANAGED CLOUD GENERAL TERMS 
	
These are the general terms under which Solita will provide the Solita CloudBlox services, including the related implementation, support, training and other professional services to the Customer (“General Terms”). These General Terms will govern the Customer’s right to use the Services referred to herein.

	1. DEFINITIONS
	"Continuous Service"	refers to the services set out in the Service Description which are provided against a recurring payment with no separate order required. 
	"Service(s)"	refer to the services provided to the Object of the Service as set out in the Service Description. Services consist of the Continuous Service and services which are ordered separately.
	"Object of the Service"	refers to the information system identified in the Service Description to the extent set out in the Service Description. The Object of the Service does not include software or systems supplied by third parties unless otherwise explicitly mentioned in the Service Description.
	"Service Description"	refers to the document in which Services are described. The document is available at________.

	2. SUPPLIER'S GENERAL OBLIGATIONS
2.1	The Supplier shall ensure that the tasks for which it is responsible are performed with care and the appropriate expertise in accordance with these General Terms.  
2.2	The Supplier shall ensure that the equipment and service provision facilities that it manages are appropriately protected against data security risks, and that measures relating to protection and data back-up are genuinely undertaken, and that a good level of data security is otherwise upheld when providing the Service. 
	3. CUSTOMER'S GENERAL OBLIGATIONS
3.1	The Customer shall provide the Supplier with sufficient and accurate information which is agreed in the Service Description and which is required for the reasonable delivery of the Service. The Customer is responsible for the information and instructions it submits to the Supplier.
3.2	The Customer shall assist and facilitate in the delivery of the Service regarding factors that it can control or manage. 
3.3	The Customer is responsible for the procurement and maintenance of the necessary equipment, software and services which are not agreed as being the responsibility of the Supplier in the Service Description. The Customer is responsible for the contracts and licences made with suppliers of the aforementioned equipment, software and services. The Customer shall ensure that the Supplier's personnel may access and use the Customer's facilities or equipment as agreed.
3.4	The Customer shall make any necessary decisions according to the schedule required by the Service at any given time.
3.5	The Customer is responsible for training its personnel and for appointing an agreed number of main users. Unless otherwise agreed in the Service Description, the main users shall act as contact persons towards the Supplier. 
	4. SERVICE CONTENT AND QUALITY
4.1	The Services consist of the Continuous Service to be performed as set out in the Service Description and of separate services based on an hourly fee. The Services must correspond to what is set out in the attached Service Description. 
4.2	Separate services refer to all services which are not included in the Continuous Service's fixed price and may include, for example, changes to be made as a result of incident management, change requests and further development.
4.3	The content of separate services shall be agreed and/or the services shall be ordered in accordance with the Service Description or, unless otherwise agreed in the Service Description, between the Parties' contact persons.  No separate warranty will be given for Services unless explicitly agreed on for projects concerning changes or further development. 
4.4	Service support serves customers on weekdays from 8:00am - 4:00pm EET, excluding religious holidays, other national holidays (Independence Day, May Day and Ascension Day), and eves which are commonly considered public holidays in Finland (Midsummer Eve and Christmas Eve).  Service support is continuously available via the Supplier's task management application.  Requests which are opened outside of service times are processed during the service time. A knowledge management system (instructions and FAQ) is available to the Customer's named users 24/7. 
4.5	Unless explicitly agreed in the Service Description, software or services supplied to the Customer by third parties are not considered to be the Object of the Service. 
4.6	The Supplier offers the Services in accordance with the Service Description and in accordance with agreed service levels. Continuous Services are defined comprehensively in the Service Description. 
4.7	If the Supplier does not consider a procedure requested by the Customer to be included in the Service, the Supplier is to notify the Customer thereof without undue delay. 
4.8	The Supplier shall rectify any observed exceptions or other fault in the Service without delay and in accordance with the terms of the agreed service level. 
4.9	The Supplier commits to engage in cooperation with third parties, named by the Customer, who supply the Customer with products or services. 
4.10	The Supplier is entitled to make changes to the Service's technical requirements and development and production environment that are necessary to ensure that the Service operates essentially according to these General Terms. It may also make changes which are required by compelling legislation or authority regulations.  In such cases, the Supplier will provide the Customer with advance, written notification of the changes and ensure that they have no detrimental effect on the Service. For clarity, the Supplier's right to make changes based on this section requires that (a) the impact of the changes has been tested against integration interfaces; and (b) the Supplier has in every way ensured - if necessary in cooperation with the Customer - that the changes will not require unexpected changes to the Customer's IT system environment or the Customer's other operations. 
4.11	Supplier reporting on the Continuous Service is agreed in the Service Description.
4.12	Detailed terms regarding the documentation of the Service and the obligation to provide it are set out in the Service Description. 
	5. PRICES AND TERMS OF PAYMENT
5.1	The Supplier shall charge service fees agreed in price appendix for the delivery of the Service. The fixed-price component of the Service includes only those tasks and procedures which are agreed as being included in the fixed price.  Other work, procedures and materials shall be charged at agreed time and materials basis.
5.2	The fixed-price component of the Service shall be invoiced one month in advance, hourly based events shall be invoiced monthly in arrears based on reports.
5.3	Should the Parties agree on changes to the content of the Continuous Service, or on new Services, the Supplier is under no obligation to implement the change or new Service before the Parties have agreed on its impact on prices. Agreed changes to the fixed-price share shall be included retrospectively in the next invoicing lot, unless otherwise agreed. 
5.4	The Supplier has the right to review prices and other charges annually. The review period is one year from the start of the calendar year. The Supplier shall inform the Customer of any changes in prices in advance and in writing no less than two (2) months before the prices are changed  
5.5	Value Added Tax or corresponding tax will be added to all prices in accordance with valid legislation. The term of payment is fourteen (14) days from the date on the invoice. Penalty interest is determined in accordance with the Finnish Interest Act (Korkolaki 1982/633). 
	6. SERVICE MANAGEMENT
6.1	A steering group or equivalent for the Service, to be specified in further detail in the Service Description, shall be responsible for the management of the Service and for making the necessary decisions.  
6.2	If the Parties agree on changes to the Service Description, the change is approved by the Service steering group. The Customer is responsible for ensuring that the Customer's representatives have the right to agree on changes to the Service Description.  If the change concerns the content of the Continuous Service, the Service Description shall be updated as necessary. 
6.3	Otherwise change management is agreed in the Service Description. 
	7. LIMITATION OF LIABILITY
7.1	The Supplier is not liable for indirect, incidental, special or consequential loss or damages, or for loss of revenues, profits or data, arising out of performance under this agreement, except when the damage is caused by Supplier’s gross negligence or wilful misconduct.
7.2	The Supplier's obligation to pay damages over the agreement's validity period (including service level reimbursements) is limited to a maximum amount corresponding to ten per cent (10%) of the Continuous Service's fixed fee for the twelve (12) months preceding the incident.
7.3	The Customer must present a written reimbursement claim no later than six (6) months from the incident at the risk that the Customer will otherwise lose its right to reimbursement.  
	8. RECRUITMENT RESTRICTION
8.1	The Customer commits to refrain from recruiting such a person who is or has been employed by the Supplier or to make another agreement or arrangement with the purpose of acquiring the work contribution of such a person until twelve (12) months have elapsed from the date on which this Agreement ends.  
8.2	If the Customer violates the recruitment restriction, the Customer shall be liable to pay the Supplier an amount corresponding to twelve (12) months of the aforementioned person's gross salary as a contractual penalty. 
	9. CONFIDENTIALITY
9.1	Each Party shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential.
9.2	A Party shall have the right to: (a) use the said material and information only for the purposes set forth in the Agreement; (b) copy the said material and information only to the extent necessary for the purposes of the Agreement; and (c) disclose the said material and information only to those of its employees who need to know the said material and information and for the purposes set forth in the Agreement.
9.3	The confidentiality obligation shall, however, not be applied to any material or information: (a) which is generally available or otherwise public; or (b) which the Party has received from a third party without any obligation of confidentiality; or (c) which was in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; or (d) which a Party has developed independently without using material or information received from the other Party; or (e) which a Party shall disclose pursuant to a law, decree, or other order issued by the authorities or judicial order.  
9.4	Each Party shall cease using confidential material and information received from the other Party promptly upon termination of the Agreement or when the Party no longer needs the material or information in question for the purpose stated in the Agreement and, unless the Parties separately agree on the destruction of such material, return the material in question (including all copies thereof).  Each Party shall, however, be entitled to retain copies required by law or regulations.
9.5	The rights and obligations under this Section shall survive the termination or cancellation of the Agreement and shall remain in force for a period of three (3) years from such termination or cancellation.

	10. VALIDITY AND TERMINATION
10.1	The Agreement shall be valid for a fixed-term contractual period of two (2) years ("Original Contractual Period").  If neither Party terminates the agreement with a six (6) month period of notice before the Original Contractual Period ends, after the Original Contractual Period the Agreement shall be valid until further notice. The notice period for both Parties is six (6) months, whereupon the Agreement shall end at the end of the month during which the notice period terminates, and the Customer is obligated to pay fees set out in the Agreement until the point of termination.
10.2	In addition, the Supplier has the right to cancel this Agreement if the Customer neglects to complete payments in accordance with the Agreement to the Supplier and does not rectify its neglect within thirty (30) days of a written claim by the Supplier, wherein the Supplier itemizes all unpaid and overdue payments, and has informed the Customer of the risk of cancellation of the Agreement.
10.3	Either Party may also cancel this Agreement with immediate effect if the other Party essentially violates the terms and conditions of this Agreement and does not correct the violation within thirty (30) days from receiving notification from the other Party that there are grounds to cancel the Agreement.  
10.4	Upon termination of this Agreement for any reason, neither Party is obligated to return the other Party's delivery or performance based on this Agreement, including payments. For clarity, however, invoices whose basis for invoicing occurred before termination shall remain valid even after the termination of this Agreement. 
10.5	Sections of this Agreement that are by nature intended to remain valid, shall remain valid after the termination of this Agreement for any reason.
10.6	If the Customer wishes to order transfer assistance from the Supplier after the Agreement ends, the Customer must inform the Supplier of this no later than one month before the Agreement ends. In this case, the Supplier is obligated to provide reasonable assistance in transferring the data and expertise required by the Services to the Customer or its new supplier. Transfer assistance includes the handover of customer-specific material.  If the customer-specific material contains the Supplier's business secrets, the Supplier is entitled to delete from the material any data it deems to be its business secrets. The obligation to provide assistance is valid for a maximum of three (3) months. The Supplier shall charge for its transfer assistance on a person-hour basis. 
	11. APPLICABLE LAW AND RESOLUTION OF DISPUTES 
11.1	This Agreement and all matters arising out of or in connection with this Agreement shall be construed and governed exclusively in accordance with the laws of Finland without regard to its choice of law provisions.
11.2	Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce.
11.2.1	The arbitration tribunal shall consist of one (1) arbitrator appointed in accordance with the said Arbitration Rules. The arbitration shall take place in Helsinki, Finland.
11.2.2	The arbitration shall be conducted, and the arbitration award shall be given in the English language.
11.2.3	The arbitral proceedings as well as the results thereof shall be deemed confidential information.
	12. OTHER TERMS
12.1	Elsewhere the general terms IT2018 EOY, IT2018 ETP and IT2018 YSE shall be followed.
12.2	Consent for reference
The Supplier shall have the right to use any trademark of the Customer with the Customer’s written prior consent. Content of the written reference case descriptions will be agreed together between Parties, so the Customer has a right to approve the reference text beforehand.
12.3	Entire Agreement and Severability
The SaaS Agreement establishes the entire understanding between the Parties concerning the use of the Service. If any of the provisions of the SaaS Agreement are deemed invalid or unenforceable, all other provisions shall remain in full force and effect.
12.4	Amendments
All changes and amendments to these General Terms shall be in writing by both Parties in order to be valid.
For clarity it is stated that the Supplier has the right to make changes or update the Service at any time at its sole discretion as defined and stated in Section 3.3. 
12.5	Assignment
The Supplier shall have the right to assign any and all of its rights and obligations under the Agreement to its Affiliated Company.
12.6	Backups
The Supplier is responsible for taking backups to the extent described in the Service Description. 
12.7	Subcontractors
The Supplier shall have the right to subcontract its obligations under the Agreement. The Supplier shall be liable for the performance of its subcontractors as for its own performance.