1	Applicability and definitions 
1.1	These General Terms and Conditions are applied to Services provided by Nuuka Solutions Oy (“Supplier”) to its customers (“Customer”).  The Customer undertakes to comply with these General Terms, which shall form an integral part of a separate Nuuka SaaS Service Agreement (“Agreement”) concluded between the Supplier and the Customer, commonly referred to as “Parties” or “Party”.
The Parties conclude a written Agreement on the Service. The Agreement is considered concluded when the Parties have signed the Agreement or when the Supplier has accepted the Customer's order in writing (e.g. by e-mail). Orders or changes to the order or Service must be made in writing. 
1.2	Affiliated Company means any Finnish or foreign legal entity that is (a) directly or indirectly controlling the Party, or (b) under the same direct or indirect control or ownership as the Party, or (c) directly or indirectly controlled or owned by the Party. Control shall exist through direct or indirect ownership of at least 50 % of the nominal value of the issued equity share capital or of the shares entitling the holders to vote for the election of the members of the board of directors or persons performing similar functions.
1.3	Confidential Information means any information, including but not limited to, documents, material and other data disclosed to one Party by the other Party, either marked as confidential or to be understood as confidential, regardless of how the information is disclosed or has been obtained by the recipient. 
1.4	Customer Content means information or material transferred by the Customer to the Service or information or material otherwise provided to the Supplier for Customer’s benefit and for purposes of provision of the Service, including but not limited to, data on indoor air and the use of energy or other information or material specified as Customer Content by the Parties.
1.5	Intellectual Property Rights means all the types of Intellectual Property Rights available in accordance with applicable legislation, including registered or unregistered patents, utility models, design rights, copyrights, domain names, trademarks, trade names and services names and all other similar or derivative Intellectual Property Rights, and to these related applications for registration and access rights in Finland or other countries.
1.6	Service means the software and related services provided by the Supplier to the Customer in SaaS format via data networks, in accordance with what has been specified in the Service Description. 
1.7	Service Fee means the agreed fee which covers the provision of the Service for the term of the Agreement. 
2	Service and service changes 
2.1	The Supplier begins the provision of the Service on the agreed start date or if no such date has been agreed on, within a reasonable period after the entry into force of this Agreement. 
2.2	Unless otherwise agreed in writing, the Service does not include technical support, user training, or enforcement work. The Parties agree separately for such project-specific expert services related to the introduction or launch of the Service as well as other work that is the Customer's responsibility. Such projects may include, without being limited to, the use of the Service in Customer organization, the implementation of the Service, technical support, consultancy, training or other work ordered by the Customer. The Supplier will invoice such projects either based on its current service price list in force from time to time, or based on the time spent. 
2.3	The Supplier shall have the right to produce the Service in a manner of its choosing, taking into account the Service Description provided to Customer. The Supplier provides the Customer with the technical requirements for the use of the environment and is responsible for ensuring that the Service operates in the said environment in accordance with the Service Description.
2.4	The Service level applicable to the Service and possible consequences of any deviation from the agreed Service level are specified in the Service Description. If no Service level has been separately agreed upon, the Supplier’s terms and conditions, applicable from time to time, shall apply. The compensations for deviations from the agreed Service level are Customer’s sole and exclusive remedy for costs and damages arising from deviations from the agreed Service level unless the deviation is the result of the Supplier’s willful misconduct or gross negligence.
2.5	The Supplier shall have the right to make changes to the Service, that (a) focus on the production environment of the Service and does not affect the content of the Service or the Service level in a negative way, (b) are necessary for combatting a serious data security threat targeting the Service, or (c) is required by law or authority orders. If the Supplier makes a change in the Service that is specified in this section and that does affect the Service which is to be delivered to the Customer, the Supplier shall notify the Customer of the change on beforehand or, if not reasonably feasible, without undue delay after the effective date of the change. 
2.6	The Supplier shall have the right to make changes to the Service in other than the above-mentioned cases, after informing the Customer of it well in advance. If the change materially affects the content of the Service or the Service levels, the Customer has the right to terminate the Agreement with a 90-day notice period by giving the Supplier a written notice of termination no later than 14 days after the effective date of the change
2.7	The Supplier has the right to use subcontractors in the provision of the Service. The Supplier is responsible for the actions of its subcontractors as for its own. 
3	General obligations of the customer 
3.1	The Customer is responsible for the procurement and functioning of the equipment, software and connections which are needed for the use of Service but are not included in the Service. The Customer is responsible for safeguarding that such equipment, software and connections are compliant with regulations, function, are protected considering data security and do not cause any damage to the software or hardware of the Supplier and do not interfere with the services provided to the Supplier’s other Customers or cause telecommunications malfunctions.
3.2	The Customer is responsible for ensuring that the equipment, connections and software used by the Customer is brought up to the standard of the user environment of the Supplier. 
3.3	The Customer shall be responsible for the Service being used and other obligations of the Customer being performed in accordance with the Agreement and carefully. 
3.4	The Customer shall provide the Supplier with sufficient and correct information for the provision and also otherwise reasonably contribute to the provision of the Service. The Customer shall be liable for the information and instructions given to the Supplier and for their updating. The Customer shall be responsible for the Service being suitable for the Customer’s intended use. The Customer shall under no circumstances be responsible for the suitability of the Service for the Customer’s special purposes of use.  
4	Access to Service
4.1	The Customer and the parties acting on behalf of the Customer have the right to use the Service in the Customers business operations during the term of the Agreement. The Customer and the third parties acting on behalf of the Customers have a right to use information including Customer Content and information created for the customer, which has been obtained from the Service, in the Customer’s business operations also after the termination of the Agreement.
4.2	The Customer does not have the right to amend the Service or its content, publish the Service or in any format transfer, rent, lend, resell, share or otherwise make available any material or parts thereof included in the Service to any third parties. 
4.3	The Supplier shall have the right to prevent Customer’s or end-users access to the Service without prior notice, if the Supplier reasonably suspects that the Customer burdens or uses the Service in such a manner as to jeopardize the delivery of the Service to other users. The Supplier shall without delay notify the Customer of the reasons for preventing the access. 
5	User ID
5.1	The Supplier grants the Customer the user IDs and passwords necessary for using the Service. 
5.2	The user IDs to the Service are personal. The Customer shall ensure that the end-users keep all user IDs and passwords secured and do not disclose user IDs or passwords to third parties. The Customer is responsible for the use of the Service under any end-user’s user ID and password. 
5.3	The Customer shall notify the Supplier without delay, should the user ID or password of an end-user unauthorised become known to a third party or if the Customer suspects any misuse of the user ID or password. If necessary for purposes of serious data security threats, the Supplier has the right to demand that the Customer changes the password required to use the Service without undue delay.
6	Intellectual Property Rights and Customer Content 
6.1	Ownership and Intellectual Property Rights to the Service and any software, data registers, procedures and other documents, material, results and related amendments, developed by the Supplier based on the Service, shall belong exclusively to the Supplieror a third party. The product names associated with the Service are service marks and trademarks of the Supplier or third parties, and no right or license is granted to use them through this Agreement. 
6.2	The ownership and other Intellectual Property Rights to the Customer Content lies with the Customer. 
6.3	The Supplier has the right to use the Customer Content only for the purposes of the Agreement and provision of the Service.  Supplier has perpetual, irrevocable, non-transferrable, non-assignable and royalty-free right to keep, use and process anonymized Customer Data that is needed for analysis and development of its service also after termination of the Agreement so that Customer or the end-users are not identifiable. The Supplier takes care of the data security and privacy when processing Customer Content. 
6.4	The Customer shall be responsible for Customer Content and for ensuring that the Customer Content does not infringe third party Intellectual Property Rights or violate any legislation in force at the time. 
6.5	The Supplier shall provide the Customer with the Customer Content upon Customer’s written request within 30 days of the Customer’s written request. The Customer Content shall be delivered in an electronic form mutually agreed by the Parties or if no agreement is reached, in a commonly available electronic format at sole discretion of the Supplier. The Supplier shall have the right to charge for the collection, processing and delivery of the Customer Content.
6.6	The Supplier’s responsibility to retain the Customer Content terminates 60 days from termination or expiration of the Agreement. However, the Supplier shall be entitled to destroy or retain the Customer Content to the extent required by law or regulation by a competent authority. 
7	Privacy and data security
7.1	The Supplier and the Customer, as well as their subcontractors, shall ensure data security, privacy when processing personal data and back-up copying by following the written arrangements agreed on between the Parties and by undertaking to abide by the legislation, decrees and authority orders and guidelines concerning processing of personal data in force from time to time both in Finland and EU.
7.2	The Parties’ liability concerning privacy and data security is agreed on in detail in the annexed Personal data processing agreement. 
7.3	In case the Supplier processes personal data for the provision of the Service, the Customer is the controller of the said data and the Supplier the processor of the same. The terms personal data, processing, data subject, controller and processor shall have the meanings defined in the EU general data protection regulation (EU 2016/679).
7.4	As controller, the Customer shall be liable for having the necessary rights and justifications, and for having obtained the necessary consents for the processing of personal data. The Customer is liable for informing the data subjects. 
7.5	The Supplier is entitled to process the Customer’s personal data only pursuant to the Agreement and the written instructions of the Customer, and only in so far as it is necessary for providing the Service. The Supplier has the right to collect anonymized and statistic data on the use of the Services and use the Customer Content of the Service in a statistic format, so that the Customer or the end-users are not identifiable using the data, and use the data for analysis and development of its own services.
7.6	The Supplier may use subcontractors in the processing of the personal data of the Customer with a general written prior approval of the Customer, given in the annexed Personal data processing agreement. The Supplier shall inform the Customer of all of its subcontractors and changes thereof. The Customer may, on reasonable grounds, deny the use of new subcontractors.
8	Intellectual property infringements
8.1	The Supplier warrants to the best of its knowledge and belief that the Service as used pursuant to the Agreement does not infringe copyrights enforceable in the agreed country of use. 
8.2	The Supplier shall, at its own expense, defend the Customer against lawsuits claiming that the Service infringes any of the above-mentioned rights of a third party in the agreed country of use, provided that the Customer immediately notifies the Supplier in writing of such lawsuits and permits the Supplier to defend or settle the lawsuits and gives to the Supplier all necessary information and assistance available and the necessary authorizations. The Supplier shall pay all damages awarded in a trial or agreed on in a settlement to a third party, if the Customer has acted in accordance with the foregoing.
8.3	If the Service, in the justified opinion of the Supplier, infringes any of the above-mentioned rights of a third party in the agreed country of use, the Supplier may at its own discretion and expense either (a) obtain the right of continued use of the Service for the Customer or (b) replace the Service with a comparable service or (c) modify the Service in order to eliminate the infringement so that the Service still is in accordance with this Agreement. 
8.4	Notwithstanding the foregoing, the Supplier shall, however, not be liable if the claim (a) is asserted by an Affiliated Company of the Customer; (b) results from changes that the Customer has made in the Service or results from compliance with the Customer’s or a another third party’s written instructions; or (c) results from using the Service in a way that violates this Agreement or in an application or environment for which it is not intended or designed for, and for which the Supplier has not given its prior written consent. 
8.5	The liability of the Supplier for infringement of Intellectual Property Rights shall be limited to this section 8.
9	Prices and terms of payment
9.1	The Service Fees are specified in the Agreement or the annexed NuukaService Price List.
9.2	If a price for a particular product or a service has not been agreed in the Agreement or otherwise, the price in the Supplier’s price list effective on the date of order shall apply to the product or service in question.
9.3	The Supplier may, for motivated reasons, change the prices in accordance with a proven general level of economic development, by giving the Customer prior written notice 90 days in advance. The price change has no effect on payments which are due before the change becomes effective. Should the Customer not accept the price change, the Customer has the right to terminate the Agreement upon the coming into force of the price change by giving the Supplier prior written notice 60 days in advance.
9.4	Unless otherwise agreed in writing, the prices specified in the Agreement shall include all public charges determined by the authorities and effective when the Agreement enters into force, with the exception of value added tax.  Value added tax shall be added to the prices in accordance with the regulations in force from time to time.  Should the amount of public charges determined by the authorities, or the collection basis of such charges, change due to changes in regulations or taxation practice, the prices specified in the Agreement shall be revised correspondingly. 
9.5	The terms of payment are 30 days net from the date of the invoice.  Any outstanding overdue sums shall be subject to interest at the annual rate of ten % or the highest rate allowed under the applicable law on any overdue payments. Unless otherwise agreed between the Parties, the Supplier shall invoice the Customer in advance every three months.
10	Suspension of service
10.1	The Supplier shall have the right to suspend the provision of the Service for a reasonable time outside of the uptime, due to installation, change or maintenance work if the installation, change or maintenance cannot be carried out with reasonable costs without suspending the provision of the Service. If the Supplier suspends the provision of the service for reasons specified in this section, the Supplier shall (a) notify the Customer of the suspension and the duration of the suspension well in advance; and (b) strive to minimize the disadvantages caused by the suspension.  
10.2	The Supplier shall have the right to suspend the provision of the Service during uptime due to installation, modification or maintenance work of the public telecommunications network or due to a serious data security threat targeting the Service, or if required by law or authorities or due to force majeure. If the Supplier suspends the provision of the Service for the reason stated in this section, the Supplier shall notify the Customer of the suspension and the duration of the suspension well in advance or, if not reasonably feasible, without delay after the Supplier has been informed of the matter. 
11	Back-up copies
11.1	Unless otherwise agreed in writing, the Supplier shall be responsible for taking back-up copies of the Customer Content included in the Service with reasonable care.  
11.2	If Customer Content in the Service has been lost, destroyed, altered or damaged through the use of the Customer’s own user ID or password or if the Customer with its own action has destroyed, lost, altered or damaged the Customer Content in the Service, the Supplier shall be entitled to charge the Customer for any recovery of such data. 
12	Confidentiality
12.1	Each Party shall keep in confidence all Confidential Information and shall not disclose the Confidential Information to any third party or use the Confidential Information for any purpose other than for the purpose of the Agreement.  
12.2	A receiving Party shall have the right to: (i) copy Confidential Information only to the extent necessary for the purpose of the Agreement; and (ii) disclose Confidential Information only to those of its employees and sub-contractors fulfilling the obligations of the Agreement who need to know Confidential Information for the purpose of the Agreement; (iii) disclose Confidential Information to its own legal and financial advisors provided that such advisors are bound by confidentiality provisions at least as restrictive as contained in this section of the Agreement. Notwithstanding the foregoing, the confidentiality obligation shall not be applied to any material or information: (i) which is generally available or otherwise has been made public other than by a breach of the Agreement on the part of the receiving Party; or (ii) which the Party has received from a third party without any obligation of confidentiality; or (iii) 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 (iv) which a Party has developed independently without using material or information received from the other Party.
12.3	Each Party is entitled to use the professional skills and experience acquired in connection with the Agreement.
12.4	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 (whichever is first) and, unless the Parties separately agree on the destruction of such material, return the material in question and all copies thereof. Each Party shall, however, be entitled to retain copies required by law or regulations.
12.5	The rights and obligations under this section 12 shall remain in force for a period of 5 years from the expiration date of the Agreement.
12.6	Notwithstanding the above in section 12, both Parties have the right to use the other Party as a reference, provided that the other Party has given its prior written consent and that this is done on a general level and respecting the cooperation between the Parties. The Parties shall separately agree in writing on more detailed disclosures. 
13	Limitations of liability
13.1	The Supplier’s total aggregate liability towards the Customer in respect of any cause of action relating to or arising out of this Agreement shall not exceed the amount paid by the Customer monthly for the Service during the last 3 months prior to the date when the cause for the claim has arisen. 
13.2	Neither Party will be liable to the other Party or any third party for any special, indirect, incidental or consequential damages, arising out of or related to the Agreement, including, without limitation, damages resulting from loss of profits, data, business, or goodwill, regardless of what the loss results from. 
13.3	The limitations of liability specified herein shall not apply to damages caused by willful misconduct or gross negligence or breach of the confidentiality provisions or provision of section 8 (intellectual property infringements). 
14	Force majeure event
14.1	A Party is not liable for a delay or damage caused by an impediment beyond its 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. If not proven otherwise such impediments may include, but are not limited to, wars and riots, earthquakes, floods or similar natural disasters, interruptions of public traffic, data networks or electricity. export or import restrictions, strikes, lock-outs, boycotts or other industrial actions. Strike, lock-out, boycott and other industrial action shall constitute a force majeure event also when the Party concerned is the object or a party to such an action.
14.2	A force majeure event suffered by a subcontractor of a Party shall also discharge such a Party from liability if subcontracting from other sources cannot be made without unreasonable costs or a significant loss of time. 
14.3	A Party shall notify the other Party in writing without delay of a force majeure event. If the fulfillment of the Agreement has been delayed for more than 1 month due to a force majeure event, each Party shall have the right to terminate the Agreement with immediate effect by notifying the other Party thereof in writing. In such an event neither Party has right to claim damages for such termination.
15	Assignment
15.1	Neither Party shall have the right to assign this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of the other Party.  The Supplier may transfer this Agreement and the rights and obligations hereunder to such a third party to which the business activities related to this Agreement has been transferred. 
16	Termination of Agreement and consequential actions 
16.1	This Agreement remains in force for a fixed period of 12 months and shall thereafter continue to remain in force until further notice, with a three (3) months period of notice for both Parties. The notice of termination shall be made in writing.  
16.2	Each Party shall have the right to terminate the Agreement with immediate effect upon written notice to the other Party if (i) the other Party commits a material breach of any of the terms and conditions of the Agreement and fails to remedy such a breach within 30 days of the other Party’s written notice thereof; (ii) the other Party is insolvent, declared bankrupt, is put into liquidation, sells all of its assets, ends its business or it otherwise ceases with its undisputed payments.
16.3	Upon expiration or termination of the Agreement for other reasons than material breach of the terms and conditions of the Agreement, the Supplier shall reasonably contribute in the transition of the Customer Content to the third party appointed by the Customer. Unless otherwise agreed in writing, the obligation to contribute expires after three (3) months from the expiration or termination of the Agreement. The agreed pricing principles shall apply to services relating to the Supplier’s obligation to contribute to the transfer of Customer Content.
17	Governing law and dispute resolution
17.1	This Agreement shall be governed by Finnish law. 
17.2	The Parties shall try to resolve any dispute, controversy or claim concerning or related to this Agreement by negotiations. In the event no settlement can be reached by means of negotiations, any dispute shall be finally settled by arbitration in accordance with the Rules for Arbitration of the Finnish Central Chamber of Commerce. The arbitration tribunal shall consist of one arbitrator. The arbitration shall take place in Helsinki, Finland and it shall be held in the Finnish or English language. The Parties agree that the arbitration procedure and all thereto related material and information shall be treated as Confidential Information in accordance with this Agreement.
17.3	Notwithstanding 17.2 above, either Party, before or during any negotiation proceedings, may apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect that Party’s interests in pending completion of the legal proceedings. The Supplier shall, however, have the right to claim for outstanding receivables under this Agreement at competent court of Customer’s domicile.