IMPORTANT: PLEASE READ THIS IMPACTOS SERVICE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE IMPACTOS SERVICE. BY USING THE IMPACTOS SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE AGREEMENT TERMS, DO NOT USE THE IMPACTOS SERVICE.
For the purposes of these ImpactOS Service Agreement terms and conditions, customer (“Customer” or “You”) shall mean an entity and/or organization or its employees purchasing services from AskKauko Oy, business identity code 2703712-9, a limited liability company duly incorporated and organized under the laws of Finland, address Kansakoulukatu 3, 00100 Helsinki (“Company”). Company and Customer, including User(s) (defined later), are also referred to individually as a “Party” and collectively as “Parties”.
Affiliated Company of a Party 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 as the Party, or (c) directly or indirectly controlled by the Party for so long as such control lasts. Control shall exist through direct or indirect ownership of more than 50 % of the nominal value of the issued equity share capital or more than 50 % of the shares entitling the holders to vote for the election of the members of the board of directors or persons performing similar functions.
Confidential Information means any information and material in whatever form disclosed to one Party by the other Party and either marked as confidential or should be understood to be confidential.
Customer Data means information or material transferred by the Customer to Service or information or material otherwise provided or made available to Company for Customer’s benefit and for purposes of the Service or other information or material specified as Customer Data by the Parties.
Customer Equipment means the hardware and software which the Customer is required to have in use in order to use and enable the Service to be provided in accordance with the Agreement.
Customer Support shall mean the support functions provided by Company to the Customer as further specified in Section 9.
Effective Date is the date when the Agreement is duly signed by both Parties.
Intellectual Property Right means any and all patents, utility models, designs, copyright, trade secrets, 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.
Related Service means any service not included in the Services but provided by Company to the Customer pursuant to the Agreement or other agreement referring to the Agreement including but not limited to training services, integrations, implementation projects and Customer specific amendments to the Service.
Service means the Service specified in Appendix 1 provided by Company to the Customer via public data networks.
Service Fee means the agreed fee which covers the provision of the Service for the term of the Agreement.
Service Level means the levels of performance to which the Services are to be provided to the Customer by Company as specified in Appendix 1.
User means personnel and contractors of the Customer and any third parties acting on Customer’s behalf for the Customer’s normal business purposes during the term of the Agreement or as further specified in Appendices of the Agreement.
User ID shall mean usernames, passwords or other identification method of the Service.
The following Appendices form an integral part of this Agreement:
Appendix 1 Service Description and SLA
Appendix 2 Prices (also defined on ImpactOS website)
All these Appendices are available on the ImpactOS website in separate files. They are not annexed to this Agreement document. Prices shall be also available on the ImpactOS website separately. In the event of any discrepancy between the content of the body of this Agreement on one hand and any of the Appendices on the other hand, the content of this Agreement shall prevail. In the event of any discrepancy between any of the Appendices, the Appendix with the lowest number shall take precedence, unless otherwise expressly provided in the relevant Appendices.
The Company offers ImpactOS service, that is a SaaS platform. ImpactOS is a digital online platform for sustainability management and visualization of sustainability data - ESG data (“Service”). The Service is made available over the Internet. The Customer is interested in utilizing the features and functionalities of the Service in connection with its own business and services. The Customer wishes to acquire access to the Service provided by Company and Company is willing to grant the access pursuant to the terms and conditions of this Agreement. The Customer represents and warrants that it or its Users have duly authorized to enter into this Agreement by using the Service and that in so doing it is not in violation of the terms or conditions of any contract, Customer rules, conditions or other agreement to which it may be a party.
Company undertakes to perform the tasks for which it is responsible in conformity with the Agreement, with due care and with the professional skills reasonably expected from an experienced service provider. Company shall deliver to the Customer in writing the instructions for using the Service and requirements for operating environment. For the purposes of applicable legislation on personal data and privacy, Company may act as processor of Customer’s personal data. Company agrees to follow reasonable instructions and policies of Customer related to such personal data processing, if any.
The Customer is responsible for all use of the Service by its Users and shall comply with all applicable laws and regulations in connection with the Customer’s use of the Service, including those related to data privacy and the transmission of personal data. The Customer shall be responsible for ensuring that the Service fulfils Customer’s intended purpose. Company specifically excludes any liabilities and warranty for a particular purpose. The Customer shall notify Company immediately of any unauthorized use of the Service or any other known or suspected breach of security. In such a case the Customer shall be obliged to assist in the investigation and resolution of any instances of misconduct, abuse, or other similar matters that may arise in the course of the contractual relationship. This assistance includes but is not limited to providing relevant information, cooperating with any necessary inquiries, and taking appropriate actions as requested by the other party.
Company agrees in full consideration of the payment of the Service Fee by the Customer to provide access to the Service on a non-exclusive basis pursuant to the terms and conditions of the Agreement. Customer shall permit access to the Service only by those employees, contractors or other third parties who fall within limiting definition of a User. Customer shall not transfer, lease, loan, resell, distribute or otherwise make the Service or materials contained in the Service available in whole or in part in any form whatsoever to any third parties. Customer shall not attempt to gain access to any parts of the Service to which the Customer has not acquired access rights nor will the Customer attempt to modify, copy, decompile, adapt, reverse engineer or otherwise attempt to derive source code of the Service or any computer software programs the Service is based upon. The Customer shall not store or install the Service on any Customer’s servers or device.
The Service and content of the Service is specified in Appendix 1. The Parties acknowledge that the Customer may provide the Company with data, information and materials in relation to the Service. All information and material other than such material provided by Customer, will be deemed Company material. Customer may independently decide how that data is reported to authorities or is visible to and/or usable by the other users of the Service. Customer may decide to keep the data private or publicize it. Except as otherwise agreed in writing in this Agreement, Customer grants Company a royalty-free, fully paid up, non-exclusive, perpetual, worldwide, irrevocable, transferable and sublicensable right and license to freely exploit (including without limitation the rights to copy, reproduce, modify, amend, translate, further develop, prepare derivative works of, sell, offer for sale, distribute, sub-license, communicate to the public and make available, import, export and manufacture and have manufactured the deliverables) Customer’s data to the extent included in or pertaining to the Service or to the extent necessary in order to use the Service as intended. For the avoidance of doubt, Company shall pseudonymize or anonymize any and all data or information that it plans to exploit commercially, to use for research and development purposes by itself or by the third-parties, and/or for the further development of the Service. The Service Level applicable to the Service and possible consequences of any deviation from the agreed Service Level are specified in Appendix 1. If no Service Level has been agreed upon, the then current Company’s terms and conditions shall apply. The compensations for deviations from the agreed Service Level specified in Appendix 1 are Customer’s sole and exclusive remedy for deviations from the agreed Service Level. Unless otherwise agreed between the Parties and notwithstanding Customer Support, no Related Services such as tasks concerning training of the Customer’s personnel and deployment of the Service are included in the Service Fee specified in the Agreement.
The Customer shall be responsible for creation, distribution and termination of User IDs pursuant to Company’s instructions. The Customer shall separately designate a person responsible for User IDs and notify Company of any changes in this person or related contact information. The Customer shall be responsible for ensuring that its Users maintain User IDs with care and do not disclose them to third parties. The Customer shall be responsible for the use of the Service using its User IDs. The Customer shall ensure that if any Customers User IDs has been revealed to a third party or if the Customer has a reason to suspect misuse of a User ID, the Customer shall immediately terminate or disable such User ID. The Customer shall change the User IDs required for the use of the Service upon written request of Company if necessary due to severe data security risk to the Service.
Company shall provide the Customer reasonable technical and use related Customer Support. Company shall provide Customer Support during Company’s normal working hours on weekdays (Monday to Friday) at 08:00 – 17:00 Finnish (EET) time, excluding Saturdays, Sundays and official holidays. Company shall provide the Customer support by means of email . Company shall separately provide the Customer with appropriate contact details. Company shall notify the Customer if in sole discretion of Company, the amount of Customer Support provided exceeds what can be considered normal and the Parties agree to negotiate on how to organize Customer Support after the notification. For the avoidance of doubt, Company shall not be obliged under the Agreement to provide support, assistance or maintenance concerning third party equipment or software.
Company shall be entitled to make such change to the Service that is necessary to prevent or mitigate severe data security risk to the Service. If Company makes a change to the Service due to data security risk and which has an effect on the Service, Company shall inform the Customer of the change in good time before making it or, if this is not reasonably possible, without delay after Company has learned of such matter. Company shall be entitled to make a change to the Service other than specified above in this Section after notifying the Customer in advance. If the contemplated change has a material effect on the contents of the Service or the agreed Service Level, Company must inform the customer about the change in writing at least 60 days before the effective date of the change and the Customer shall have the right to terminate the Agreement by giving 30 days prior notice. The termination notice shall be given in writing no later than 14 days following the effective date of the change.
Company shall have the right to suspend delivery of the Service for scheduled maintenance breaks as specified in Appendix 1. The time used for the scheduled maintenance breaks shall not be taken into consideration to the Company’s detriment in relation to agreed Service Levels. Company shall have the right to suspend delivery of the Service due to installation, change or maintenance work of general data network outside Company’s control or due to severe data security risk to the Service or if required by mandatory law or competent authorities. Company shall notify the Customer of the suspension and the duration of the suspension in advance or, if this is not reasonably possible, without delay after Company has learned of such matter. Company shall have the right to prevent Customer’s access to the Service without prior notice, if Company 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. If the Customer demonstrates that it has used the Service in conformity with the Agreement, Company shall compensate the Customer in accordance with agreed Service Levels.
Company shall be responsible for the production environment of the Service and for ensuring that the Service corresponds to what the Parties have agreed in writing. Company shall provide the technical requirements for use environment to the Customer. The Company shall not be responsible for the usability and compatibility of the equipment or software used by the Customer with the Service. The Customer shall be responsible for acquiring and maintaining the functional status of the Customer Equipment that the Customer needs to use the Service. The Customer shall be responsible for the protection of Customer’s data environment and comparable costs related to use of the Service.
Company shall be responsible for maintaining the Services in agreed order and condition. If the Service shall fail or break down Company shall use its reasonable endeavors promptly to restore the Services to its proper operating condition in accordance with the Agreement. In the event of any failure or breakdown of the Services with the consequent loss or corruption of the Customer’s Data or any part thereof Company shall notify the Customer as soon as reasonably practicable after the Service is available for use again. This paragraph states the entire liability of Company for any loss or corruption of the Customer’s Data caused by any failure or breakdown of the Service. Company shall not be liable for any other loss or damage sustained or incurred by the Customer as a result of any failure or breakdown of the Service except expressly stated in the Agreement and to the extent that such loss or damage arises from any unreasonable delay by Company in performing its obligations under the first paragraph above.
The Service Fees and other prices are specified in Appendix 2. If a price for a particular product or a service has not been agreed in the Agreement or otherwise, the price in the Company’s price list effective on the date of order shall apply to the product or service in question. The prices specified in the Agreement are fixed during the term of the Agreement. Company may change the prices by giving the Customer prior written notice sixty (60) 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 Company a prior written notice thirty (30) days in advance. Unless otherwise agreed in writing, the prices specified in the Agreement shall include all public charges determined by the authorities and effective on the Effective Date, with the exception of value added tax. Value added tax shall be added to the prices in accordance with the then current regulations. 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. Neither Party may set off other Party’s claim or receivables. The terms of payment are fourteen (14) days net from the date of the invoice. Interest on overdue payments shall accrue in accordance with the Interest Act of Finland. All objections regarding an invoice must be made before the due date.
Company shall have the right to subcontract its obligations under the Agreement. Company shall ensure that its sub-contractors comply with the confidentiality provisions specified in section 16. Each Party shall be liable for the work of its subcontractor as for its own.
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. A receiving Party shall have the right to: a) copy Confidential Information only to the extent necessary for the purpose of the Agreement; and b) 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. c) 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 16. Notwithstanding the foregoing the confidentiality obligation shall not be applied to any material or information: a) which is generally available or otherwise public other than by a breach of the Agreement on the part of the receiving Party; 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. 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 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. Each Party warrants the observance and proper performance of this section 16 by all of its subcontractors and other parties to which Confidential Information has been disclosed. Each Party is entitled to use the professional skills and experience acquired in connection with the Agreement. The rights and obligations under this Section 16 shall survive the termination or expiration of the Agreement and shall remain in force for a period of 5 years from the Effective Date, or if the Confidential Information is disclosed after the Effective Date, for a period of 5 years from the date of disclosure.
Notwithstanding anything in contrary in Section 16, both Parties may use the other Party’s graphical logo and company name on its website and in marketing materials to represent that the other is a customer or supplier, as applicable, and shall respect any procedures and/or guidelines provided by the other Party for the use of such graphical logo.
If a Party finds that a delay will occur or is likely, the Party shall without delay inform the other Party in writing of the delay and of the effects of the delay on the Agreement. If any performance of the other Party is delayed by more than 30 days from the due date despite a written reminder, the other Party shall be entitled to suspend its performance without any liability until the Party in delay has fulfilled its obligations under the Agreement.
Force Majeure Event means any failure by a Party to perform its obligations under the Agreement caused by an impediment beyond its control, which it 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, acts of government in its sovereign or contractual capacity, fires, disturbance of data networks, floods, epidemics, pandemics, quarantine restrictions, strikes, lock-outs, industrial disputes, riots, acts of terror or specific threats of terrorist activity, transportation or energy. 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. Save for the obligation to pay money properly due and owing, neither Party shall be liable for delays and damages caused by a Force Majeure Event. A Force Majeure Event suffered by a subcontractor of a Party shall also discharge such a Party from liability if subcontracting from other source cannot be made without unreasonable costs or a significant loss of time. A Party shall notify the other Party in writing without delay of a Force Majeure Event. The Party shall correspondingly notify the other Party of the termination of a Force Majeure Event.
The Intellectual Property Rights to the Service and any amendments, modifications, new versions thereto shall belong to Company or third parties. The product names associated with the Service are service marks and trademarks of Company or third parties, and no right or license is granted to use them. The Agreement does not grant the Customer any rights of ownership in or related to the Service or the Intellectual Property Rights owned by the Company. The Customer acknowledges that, except as specifically provided under the Agreement, no other right, title, or interest is granted. The Intellectual Property Rights and the title to the Customer Data shall belong to the Customer. The Agreement has no effect on the Intellectual Property Rights each Party had prior the Effective Date. The Agreement shall not give a Party any direct, indirect or implied right or license to use or otherwise exploit Intellectual Property Rights belonging to the other Party. The Parties recognize and agree that the Service is made available via data networks and that no copies of software programs or other copyrighted works are delivered to the Customer. However, should the Parties separately agree on delivery of software program copies or other works to the Customer, such software program copies and works are governed by applicable third party or Company’s separately provided licensing terms and conditions. Unless specifically agreed between the Parties, the Customer shall not copy, make available to the public, distribute or otherwise dispose of, amend, alter, reverse engineer or derive source code from the delivered software program copies or other works. The Customer shall not remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the delivered software program copies or other works.
Company warrants that the Service as used pursuant to the Agreement does not infringe copyrights enforceable in Finland. Company 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 provided that the Customer promptly notifies Company in writing of such lawsuits and permits Company to defend or settle the lawsuits and gives to Company all necessary information and assistance available and the necessary authorizations. Company shall pay all damages awarded in a trial to a third party, if the Customer has acted in accordance with the foregoing. If in the justified opinion of Company the Service infringes any of the above-mentioned rights of a third party, Company may at its own 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. If none of the above-mentioned alternatives is available to Company on reasonable terms, the Customer shall, at the request of Company, stop using the Service. Company shall, however, not be liable if the claim (a) is asserted by an Affiliated Company; (b) results from compliance with the Customer’s instructions; (c) results from the use of the Service in combination with any other service or product not supplied by Company or (d) could have been avoided by the use of a released and equivalent Service offered for use to the Customer without separate charge. The liability of Company for infringement of Intellectual Property Rights shall be limited to this Section 21.
The Customer may from time to time provide suggestions, comments or feedback (“Feedback”) with respect to the Service or Confidential Information provided originally by Company. The Customer agrees that all Feedback is voluntary and, even if marked as confidential (unless subject to a separate written agreement), will not create a confidentiality obligation for Company. Company will be free to use, disclose, reproduce, license or otherwise distribute such Feedback, without obligation or restriction of any kind with relation to a Party’s Intellectual Property Rights or otherwise. Notwithstanding the above, no right shall be granted to any Intellectual Property Rights that were in existence prior to the Effective Date.
Company has the right to use the Customer Data for the purposes of the Agreement and provisioning of the Service. The Customer acknowledges and agrees that Customer Data may be utilized within the Service to their advantage through enrichment or refinement processes. By entering into this Agreement, the Customer explicitly permits the Company to analyze, enhance, and process their Customer Data to extract valuable insights, patterns, or trends that can contribute to an improved user experience or more effective Service delivery. This collaborative utilization of Customer Data is intended to enhance the overall quality and value of the Services offered, while ensuring that the Customer's privacy and data security remain of paramount importance. The Customer's consent to these data usage practices demonstrates their informed understanding of the potential benefits and underscores their commitment to a mutually beneficial business relationship. The Customer shall be responsible for Customer Data and for ensuring that the Customer Data does not infringe third party Intellectual Property Rights or violate any legislation in force from time to time. In case of breach of the aforementioned, the Customer will be responsible for, and will indemnify and hold Company harmless from all claims, suits, proceedings, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) made against or incurred by Company. The Customer is responsible for any and all personal data contained in the Customer Data and all obligations related to its processing as controller designated in the Finnish Personal Data Act, EU’s General Data Protection Regulation (GDPR) 2016/679 or other applicable personal data or privacy legislation. The Customer represents and warrants that it has the authority and required permissions to transfer the aforesaid personal data to the Service. Company shall provide the Customer with the Customer Data upon Customer’s written request within thirty (30) days of the Customer’s written request. The Customer Data 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 Company. Company shall have the right to charge for the collection, processing and delivery of the Customer Data. Company’s responsibility to retain the Customer Data terminates 60 days from termination or expiration of the Agreement, after which Company shall at its own expense destroy the Customer Data unless the Customer has requested delivery of the Customer Data. However, Company shall be entitled to destroy or retain the Customer Data to the extent required by law or regulation by a competent authority.
Company shall be responsible for making back-up copies of the Customer Data included in the Service. The back-up methods and other related processes are specified in Appendix 1. If no specific obligations regarding Customer Data back-ups have been agreed upon, Company shall be responsible for making back-up copies at least once during Company’s normal working day and for maintaining the back-up copies in suitable manner in conformity with reasonable industry standards. If the Customer Data is deleted, lost, altered or damaged by using Customer’s own User ID or the Customer has otherwise by its own action deleted, lost, altered or damaged the Customer Data, Company shall have the right to charge for the recovery of such Customer Data on the agreed pricing principles.
In the event of the termination of this Agreement, the Company shall refund advance payments made by the Customer only if the Customer has terminated this Agreement due to the Company’s breach of this Agreement or if the Company has terminated this Agreement for any reason other than the Customer’s breach of this Agreement. In such case the Company shall refund the advance payments made by the Customer to the extent they apply to the time after the termination of this Agreement. Any terms and conditions that by their nature or otherwise reasonably should survive a cancellation or termination of this Agreement shall survive. Such terms and conditions include but are not limited to terms relating to confidentiality, intellectual property rights, limitation of liability and applicable law and dispute resolution. The Agreement shall become effective on the Effective Date and remain effective until further notice. Unless otherwise agreed between the Parties, the Agreement shall be valid until the Agreement is terminated by either Party by giving a written notice to the other Party thirty (30) days before the termination. If it becomes evident that the fulfilment of the Agreement will be delayed for more than three (3) months due to a Force Majeure Event, each Party shall have the right to terminate the Agreement to the extent it is reasonable 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. If the fulfilment of the Agreement has been delayed for more than three (3) months 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 Each Party shall have the right to terminate the Agreement with immediate effect upon written notice to the other Party already prior to the date of its fulfilment if it becomes evident that the other Party will commit such a breach of any of the provisions of the Agreement that would entitle the other Party to terminate the Agreement with immediate effect. Such a Party shall notify the other Party thereof in writing. Such termination shall be without effect if the Party in breach either fulfills its obligations under the Agreement or provides a guarantee reasonably acceptable to the other Party for the fulfilment of the Agreement within 14 days of the written notice of termination. Each Party shall have the right to terminate the Agreement with immediate effect upon written notice to the other Party if a) 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 thirty (30) days of the other Party’s written notice thereof; or b) the other Party is insolvent, declared bankrupt (and bankrupt estate does not want to continue to be bind to its obligations under this Agreement), is put into liquidation, sells all of its assets, ends its business or it otherwise ceases with its payments; or c) there is a material change in control or ownership of the other Party. A change is deemed material if control or ownership is acquired by a competitor of the other Party. Each Party shall notify the other Party of such material changes in the ownership or control without undue delay.
Company provides the Service and any specifically agreed Related Service in accordance with the Agreement. Company undertakes to perform the tasks for which it is responsible in conformity with the Agreement, with due care and with the professional skills reasonably expected from an experienced service provider. TO THE FULL EXTENT PERMITTED BY LAW, THE WARRANTY SET FORTH IN THIS SECTION 26 IS COMPANY’S EXCLUSIVE WARRANTY AND IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, UNDERTAKINGS OR TERMS OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY OPERATION OF LAW, ARISING BY STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, LACK OF VIRUSES AND BACK DOORS, TITLE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, AND/OR LACK OF WORKMANLIKE EFFORT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING PERFORMANCE OF THE SERVICE, WHICH IS NOT CONTAINED IN THE AGREEMENT, WILL BE BINDING ON COMPANY. THE FOREGOING WARRANTY SPECIFICALLY EXCLUDES THIRD PARTY MODIFICATIONS.
The aggregate total liability of a Party towards the other Party in respect of any cause of action relating to or arising out of the Agreement shall not exceed fifteen percent (15%) of the amount paid by the Customer under the Agreement prior the cause for the claim has arisen/exceed the amount paid by the Customer under the Agreement during the last 6 months’ prior the cause for the claim has arisen. 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 DELAY OF DELIVERY OR FROM LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, HOWEVER CAUSED AND ON WHATEVER THEORY, WHETHER BASED ON BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE), THE FAILURE OR ASSERTED FAILURE OF A PARTY TO PERFORM ITS OBLIGATIONS HEREUNDER, OR OTHERWISE, AND WHETHER OR NOT THE PARTY ALLEGED TO HAVE CAUSED SUCH DAMAGES HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding Company’s obligations of taking back-up copies of Customer Data as specified in Section 24, both Parties shall be responsible for taking back-up copies of data and data files and for verifying the functionality of such back-up copies. Neither Party shall be liable for the loss of, damage to, nor 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 re-creation of data files. The limitations of liability shall not apply to: a) damages caused by willful misconduct or gross negligence; or b) breach of confidentiality provisions in section 16; or c) claims and costs covered by section 21.
Neither Party shall have the right to assign the Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of the other Party. Notwithstanding the foregoing each Party may transfer its receivables under the Agreement to a third party. Company may transfer the Agreement and the rights and obligations hereunder to such a third party to which the business activities related to the Agreement has been transferred.
The Agreement and all matters arising out of or in connection with the Agreement shall be interpreted, construed and governed exclusively in accordance with the laws of Finland without reference to its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods done at Vienna April 11, 1980 is excluded. In the event no settlement can be reached by means of negotiations, 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 Finnish Central Chamber of Commerce. The arbitration shall take place in Helsinki, Finland. The arbitration shall be conducted and the arbitration award shall be given in the 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 Section 16. The Parties have nevertheless right to claim for outstanding receivables under the Agreement at the courts of the other Party’s registered domicile. Either Party, before or during any legal 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.
Upon expiration or termination of the Agreement, Company shall reasonably contribute to the transition of the Service to another supplier or to the Customer. Unless otherwise agreed in writing, the obligation to contribute expires after 3 months from the expiration or termination of the Agreement. The agreed pricing principles shall apply to Services relating to Company’s obligation to contribute to the transfer. The obligation to contribute to the transfer specified herein does not apply if the Agreement is terminated due to a material breach by the Customer. Company shall, however, also have the obligation to assist the Customer if the Customer settles all amounts due to the Company and provides an acceptable guarantee for further payments under the Agreement and related assistance obligation.
Both Parties act in their own name and on their own behalf. Neither Party has a right to enter into any agreements or other commitments on behalf of the other Party. A failure of a Party to insist upon the performance of any or more of the terms or conditions of the Agreement or a waiver of any term or condition of the Agreement will not be deemed to be a waiver of any rights or remedies the Party may have in subsequent similar situations. If any provision in the Agreement is found or becomes invalid, unlawful, or unenforceable to any extent, the provision in question will be severed from the remaining provisions of the Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.
Welcome to ImpactOS, your digital online platform for sustainability management and visualization of sustainability data. Our platform empowers users to measure and analyse their sustainability impact. This Service Description outlines the terms and conditions governing the use of our services.
2.2.1. Users will be provided with secure login credentials to access the platform.
2.2.2. User accounts are for individual use only, and users are responsible for maintaining the confidentiality of their login information.
2.2.2. User accounts are for individual use only, and users are responsible for maintaining the confidentiality of their login information.
2.3.1. Regular backups of customer data are performed to prevent data loss in the event of system failures, ensuring quick recovery and minimal downtime.
2.3.2. All data transmitted between the user and our SaaS platform is encrypted using industry-standard protocols to ensure confidentiality. Secure authentication mechanisms, such as multi-factor authentication (MFA), are implemented to verify the identity of users and prevent unauthorized access. Regular security audits and assessments are conducted to identify vulnerabilities and ensure compliance with industry standards. Audit results are available to customers upon request.
2.4.2. Users are responsible for ensuring the security of their accounts and data within the platform.
2.5.1. ImpactOS provides customer support through email.
2.5.2. Users can reach out for assistance with any platform-related issues or inquiries.
2.6.1. Periodic updates and maintenance may be performed to enhance platform functionality.
2.6.2. Users will be notified reasonably in advance of scheduled maintenance windows.
2.7.1. Users can terminate their account at any time by sending a request via email to firstname.lastname@example.org
2.7.2. ImpactOS reserves the right to deactivate accounts for violations of terms or other reasons outlined in our policies.
2.8.1. Details regarding billing, payment terms, and any applicable fees are outlined in the Price List.
2.8.2. Users are responsible for keeping their billing information up-to-date.
Currently all users of the ImpactOS platform are Freemium users. The Price List of paid subscriptions will be published later.