General terms and condition
These Terms may also apply to a separate Agreement between WS Contract Solutions and the Customer regarding WS Contract Solutions' Services, if WS Contract Solutions and the Customer have created and signed a separate Agreement. If there are no other Agreements made between the Parties, these Terms are treated as Agreement. If applicable, these Terms constitute an appendix to the Agreement and form an integral part of the Agreement. In the event of a conflict between these Terms and the provisions of the Agreement, the provisions of the Agreement shall prevail.
The person signing or otherwise accepting the Agreement represents that they have the authority to bind Customer organization to this Agreement.
1.2 WS Contract Solutions may make changes to the Terms and/or its other operating rules, policies and/or procedures from time to time at its own discretion and shall notify the Customer of such changes at the latest thirty (30) days before such changes enter into force. If the Customer does not accept the changes, the Customer shall notify WS Contract Solutions hereof within ten (10) days of receipt of the notification. WS Contract Solutions may then, at its own discretion, terminate the Agreement. Customer agrees that their continued use of the Services after such changes have been published will constitute their acceptance of such revised Terms and operating rules, policies and/or procedures (as applicable).
Agreement: The agreement between WS Contract Solutions and the Customer under which the Customer engages WS Contract Solutions to supply the Services.
Content: Any documents, files or materials that the Customer uploads, receives, creates, edits or otherwise provides as part of the use of the Services.
Customer: WS Contract Solutions´ customers under the Agreement. Customers may refer to organizations as well as individuals, where applicable, including users of any version or parts of the Services provided free of charge.
Party/Parties: WS Contract Solutions and/or the Customer.
WS Contract Solutions: WS Contract Solutions Oy.
Services: The proprietary Sowise service in the form provided by WS Contract Solutions from time to time and which may be accessed and/or used via web browser, mobile applications, or other means provided by WS Contract Solutions or third parties enabling access to the use of Sowise.
Working Day: Monday to Friday excluding public holidays in the applicable territory where the Service is provided by WS Contract Solutions.
Affiliates: WS Contract Solutions´ officers, directors, employees, agents, service providers, licensors, sub-contractors.
Data protection legislation: the data protection legislation framework applicable to the Controller, including but not limited to the General Data Protection Regulation (EU) 2016/679 (the GDPR) applicable from 25 May 2018. The Data protection legislation is also applicable national law regulating the Processing of Personal Data.
Controller, Data Subject, Personal Data, Processor, Processing, Personal Data Breach, Supervisory Authority and Third Party have the meanings described in applicable Data protection legislation.
3. CUSTOMER'S RESPONSIBILITY
3.1 The Customer is responsible for handling of usernames and passwords and undertakes in particular to not disclose the usernames and/or passwords to any unauthorized person or otherwise allow any unauthorized person to access the Services under the Customer’s usernames and/or passwords. If the Customer has reason to believe that an unauthorized person has gained access to the Customer’s usernames and/or passwords the Customer must immediately inform WS Contract Solutions. The Customer is responsible for ensuring that all the Customer’s personnel comply with the provisions of this section.
3.2 The Customer is responsible for all use of the Services under the usernames and/or passwords.
3.3 The Customer is responsible for properly configuring and using the Services and taking measures to maintain appropriate security, protection and backup of their Content. The Customer assumes all risks associated with Content, including the disclosure of personally identifiable or confidential information. It is the Customer’s responsibility to take appropriate security and non-disclosure measures. WS Contract Solutions disclaims any and all liability for the disclosure of personally identifiable or confidential information the Customer submits via the Services to other users.
3.4 The Customer is responsible for the quality of all Content provided to WS Contract Solutions. When using the Services, the Customer shall follow instructions provided by WS Contract Solutions from time to time. WS Contract Solutions is not liable for any delay or disruption in the transmission of content or malfunctions caused by (i) the quality of the Content, (ii) the Customer’s mistake when uploading content (whether in breach of WS Contract Solutions´ instructions or not), including but not limited to the Customer providing incorrect format information when uploading content or (iii) otherwise by the Customer’s incorrect use of the Services.
3.5 Regardless of delivery method, any use, creation, and transfer of Content is at the Customer’s risk.
3.6 The use of the Services may be governed by the laws of different countries or regions, and the Customer is responsible to follow local legislation. For instance, it is the Customer’s responsibility to ensure that the use of e-signatures (and the different levels of e-signatures) is in conformance with local laws and regulations.
3.7 The Customer guarantees that it owns or otherwise controls all necessary rights to the content for the purpose of WS Contract Solutions providing the Services. The Customer shall indemnify and hold harmless WS Contract Solutions from any claims regarding infringements of a third party’s rights attributable to the content.
The Customer agrees to not provide WS Contract Solutions with any content (including but not limited to by uploading content to WS Contract Solutions´ Service) which
(i) is unlawful and/or promotes unlawful activities;
(ii) defames, harasses, abuses, threatens, or incites violence towards any individual or group;
(III) is pornographic, discriminatory and/or otherwise victimizes and/or intimidates an individual and/or group on the basis of religion, gender, sexual orientation, race, ethnicity, age and/or disability;
(iv) is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation and/or any form of lottery and/or gambling;
(v) contains and/or installs any viruses, worms, malware, Trojan horses and/or other content that is designed or intended to disrupt, damage and/or limit the functioning of any software, hardware, and/or telecommunications equipment and/or to damage and/or obtain unauthorized access to any data and/or other information of any third party;
(vi) infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity and/or other rights;
(vii) impersonates any person or entity, including any of WS Contract Solutions’ employees or representatives; and/or
(viii) violates the privacy of any third party.
WS Contract Solutions may, but shall not be obliged to, review all or parts of Customer’s Content and communications in the Services. WS Contract Solutions has the right to immediately remove from the Services any content that WS Contract Solutions in its sole discretion deems is in breach of this section or the Terms otherwise. WS Contract Solutions shall without undue delay notify the Customer thereof.
3.8 The Customer warrants that any information and/or Content the Customer provides in connection with the access to and/or use of the Services is true, accurate and complete and will maintain and update such information regularly.
3.9 The Customer is responsible for acquiring any and all network, internet and telecommunications connections and all technical equipment as well as knowledge and skills required for using the Services. The Customer and WS Contract Solutions may separately agree on setup, support, onsite support, consultancy, training and any other services related to the use of the Services and the prices applicable to such support services.
4. WS CONTRACT SOLUTIONS´ RESPONSIBILITY
4.1 If the Parties have entered into a Service Level Agreement (SLA), WS Contract Solutions´ responsibility for Services is regulated in such SLA. These Terms shall equally apply to such SLA, unless otherwise stated therein.
4.2 If the Parties have not entered into a SLA, WS Contract Solutions assumes no liability for the accessibility or other functionality of the Services.
4.3 WS Contract Solutions is not responsible for any disturbances the Services may cause to any other software when the Services are used together with such software or otherwise.
4.4 WS Contract Solutions is not responsible for the content of the document templates or other material provided through its Services. WS Contract Solutions is not a law firm and does not provide any legal advice, legal opinions, recommendations, and/or counseling. While there can be material and other information to support its Customers, WS Contract Solutions is not responsible for their accuracy, and it is always recommended to consult with a lawyer for legal advice. While WS Contract Solutions may refer the Customers to third party law firms, WS Contract Solutions will not take any responsibility of the activities of the third parties and/or information and other material provided to the Customer.
4.5 WS Contract Solutions may provide links to third party products, including but not limited to business solutions that can be integrated with the Services. WS Contract Solutions is not responsible for their content or the quality of the services that they provide. WS Contract Solutions reserves the right to terminate any links and/or integration programs.
5. PROPRIETARY RIGHTS
5.1 All copyright, patent or other intellectual property rights attributable to the Services are owned by or licensed to WS Contract Solutions. The Services, and any software included therein, may only be used by the Customer during the Term and as described in the Agreement and may only be copied or otherwise reproduced by the Customer to the extent it is permitted by WS Contract Solutions in writing.
5.2 The Customer grants WS Contract Solutions a worldwide, perpetual, non-exclusive, royalty-free, perpetual, irrevocable, assignable, sub-licensable, transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, and perform the content that the Customer uploads, creates, edits, and shares for purposes of providing the Services. The Customer alone is responsible for the content. The Customer realizes that once created and shared, the Content cannot always be withdrawn. The Customer represents that they own, and/or have the necessary permissions to use and authorize use of the content as described in the Terms.
5.3 If the Customer provides WS Contract Solutions any feedback, feature requests relating to the Services or any other technical or commercial ideas, the Customer grants to WS Contract Solutions a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all feedback, requests and ideas, and to sublicense the foregoing rights. Any feedback, requests and ideas the Customer provides to WS Contract Solutions are treated as non-confidential and non-proprietary. The Customer represents and warrants that they have all rights necessary to submit the feedback, requests, and ideas.
5.4 Without limiting the generality of the foregoing, in the event that WS Contract Solutions as part of the Services delivers any services, material or applications tailored for the Customer (“Customer Applications”), WS Contract Solutions shall be the sole owner of all such Customer Applications and the Customer may only use the Customer Applications during the term of the Agreement. The Customer may not use any Customer Applications upon expiry of the Agreement without WS Contract Solutions´ prior written consent.
5.5 For clarity, neither Party shall acquire any right under the Agreement to the other Party’s trademarks, product trademarks, distinctive marks and other symbols which are used in connection with the Services and any use of such marks or symbols of the other Party requires such party’s prior written consent.
5.6 The Customer may not use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. The Customer may not attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services (except to the extent software included in the Services are provided to the Customer under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services, (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Services (except agreed under a separate license that expressly permits the resell or sublicense of WS Contract Solutions services) . All licenses granted to the Customer in this Agreement are conditional on Customer’s continued compliance with this Agreement, and will immediately and automatically terminate if Customer does not comply with any term or condition of this Agreement. During and after the Term, the Customer will not assert, nor will authorize, assist, or encourage any third party to assert, against WS Contract Solutions or any of WS Contract Solutions´ affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services the Customer have used.
6. DATA PROCESSING AND PERSONAL DATA
6.1 From data processing viewpoint WS Contract Solutions is regarded as Processor, Customer as Controller.
6.2 The Processor undertakes to process Personal Data in accordance with these Terms and the Controller’s instructions as set out below, solely for purposes of providing the Services. In addition, the Processor may use the Personal Data and other content that the Customer has stored (Customer Data) in the Service internally under the agreed confidentiality obligations for development purposes to improve and optimize its services to the Customer. Personal Data and other Customer Data may not in any way be processed for any other purposes.
6.3 In addition to the Agreement and these Terms which shall form part of the Controllers instruction, the instructions with respect to the nature and content of the Processing are as follows:
(i) General nature and purpose of the Processing:
The Processor processes Personal Data in accordance with the Agreement and for the purpose of providing the Services.
(ii) Categories of Data Subjects:
- The Controller may submit Personal Data to the Processor which may include, but is not limited to, the following categories of Data Subjects:
- The Controller itself
- Controller end-customers
- Controller employees, other staff and corporate representatives
- Property owners
- Categories of Personal Data
- Personal identification (gender, name, surname, birthplace, citizenship, date of birth, pictures, passport numbers, national identification numbers, marital status, signature)
- Contact information (address, email, phone number)
- Financial information (bank account information, bank statements, credit card number)
- Property information (address, land-register reference
- Device information (Internet Protocol (IP) address, MAC address, domain addresses, recipients of data packages, Cookie information, system logs, website history, account information, geolocation data)
- Employment information (job title, function, name of employer, salary, benefits)
6.5 The Processor guarantees that is has implemented appropriate technical and organizational measures providing a level of security that is appropriate, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedom of the Data Subjects.
6.6 In assessing the appropriate level of security, the account shall be taken of the risks that are presented by processing, in particular from an accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed.
6.7 The Processor shall ensure that any personnel, consultants, or other persons entrusted with processing Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. This section shall continue in force after the expiry or termination of the Agreement.
6.8 If the Processor suspects or becomes aware of any Personal Data Breach or any other circumstance, within its own control, in which the Controller or Processor is required to act under applicable Data protection legislation, the Processor shall without undue delay notify the Controller thereof by email or other appropriate means of communication.
6.9 The Processor shall, where appropriate, investigate the Personal Data Breach and take appropriate measures to rectify the breach, identify its root causes and prevent a recurrence.
6.10 The Processor undertakes to assist the Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Controller's obligation to respond to requests for exercising the Data Subject's rights laid down in the Data protection legislation. The Processor shall be entitled to reasonable compensation for its assistance according to this Section 6.10
6.11 Should any Personal Data become subject to search and seizure, an attachment order, confiscation during bankruptcy or insolvency proceedings or similar, the Processor shall inform the Controller immediately by email or other appropriate means of communication. The Processor shall use its best efforts to protect the Controller’s Personal Data and notify the Third Party with access to the Personal Data that the affected Personal Data is confidential information.
6.12 The Controller is entitled to, upon reasonable notice, audit in a manner mutually agreed with the Processor, the Processor’s (and any Sub-processor’s) compliance with these Terms once a year. The Processor shall make available all information necessary to demonstrate compliance with these Terms and shall assist the Controller in such audits. The Processor shall be entitled to reasonable compensation of any audits carried out by the Controller.
6.13 The Processor may Process and transfer Personal Data to a third country outside of the EU. In case of such a transfer, the Processor is responsible for ensuring that the transfer is lawful under the Data protection legislation.
6.14 The Processor may engage Sub-processors for the Processing of Personal Data. The Processor shall inform the Controller of intended changes of Sub-processors in order for the Controller to object to such engagements. Such objections shall not be deemed valid unless the Controller can prove a reasonable cause. The Processor may, at its sole discretion, choose how such a notice should be provided to the Controller. The Processor shall ensure that a data processing agreement is concluded with the Sub-processor which includes obligations on the Sub-processor not less strict than the Processor’s obligations under these Terms. The Processor is fully liable for the performance of any Sub-processors Processing of Personal Data.
6.15 If the Processor receives objections from the Controller regarding changes of Sub-processors according to Section 6.14 or otherwise receives instructions or demands from the Controller, not covered by these Terms, the Processor shall be entitled to reasonable compensation in order to comply with any such objections or instructions.
6.16 The parties agree that where the applicable Data protection legislation changes as a result of legislative, regulatory or judicial developments, thereby altering the parties’ legal rights and/or obligations, or impacting either party’s ability to perform its rights and/or obligations under these Terms, the parties will negotiate in good faith the Terms to comply with the new developments with the goal to continue the commercial relationship between the parties.
6.17 After the termination of the Agreement, the Processor shall delete all Personal Data and other Customer Data, or if requested in writing within fourteen (14) days from termination by the Controller, return them to the Controller, and delete existing copies of it, unless the applicable legislation requires the Processor to store the Personal Data.
6.18 As part of its Services, WS Contract Solutions may utilize and refer to other third party services through integration, referrals or other means. By using the Services, the Customer gives permission to share Personal Data and Customer Data with third parties where applicable at the extent required to initiate and use these third party services.
6.19 By using the Services, the Customer agrees to receive certain communications in connection with the Services. The communication is directed to the email address that the Customer provides with the use of the Services. For contractual purposes, the Customer gives (i) consent to receive communications from WS Contract Solutions in an electronic form; and (ii) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that WS Contract Solutions provides to the Customer electronically satisfy any legal requirement that such communications would satisfy if it were to be a hardcopy in writing. The foregoing does not affect the Customer’s non-waivable rights.
6.20 The Customer understands that its usage data may be collected and utilized by WS Contract Solutions. The usage data may be utilized for instructing and advising the Customer and not shared with any third parties. Notwithstanding what is stated elsewhere in this Agreement, Customer agrees that WS Contract Solutions may process Service usage data and Customer Data to create and compile anonymized, aggregated datasets and/or statistics, provided that such aggregated datasets do not allow the identification of Customer or individual users.
6.21 The Customer understands that the personal data is stored on Google Cloud and/or Microsoft cloud and thus subject to Google’s and/or Microsoft´s international and industry-specific data security standards. Should Customer wish to extend the audit to Google Cloud and/or Microsoft cloud, such audit shall be subject to Google’s and/or Microsoft´s terms and conditions. WS Contract Solutions may change its cloud service provider, and also provide all or parts of its Services on-site. The Customer agrees that such measures are appropriate for the purposes of this Section. The Customer is responsible for having and maintaining appropriate data security safeguards for its own data systems and communications networks. WS Contract Solutions shall not be deemed responsible for data security of or any disturbance in the Customer's data systems or communications networks nor general communications network nor for any other impediment affecting the data security.
7.1 WS Contract Solutions may change, discontinue, or deprecate any of its Services (including the Service Offerings as a whole) or change or remove features or functionality of the Services from time to time. WS Contract Solutions will notify the Customer of any material change to or discontinuation of the Services. However, if WS Contract Solutions changes, discontinues or deprecates its Services [ any APIs (Application Programming Interface) ] for the Services from time to time, WS Contract Solutions will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for 12 months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).
7.2 WS Contract Solutions may modify this Agreement (including any Appendices) at any time and notify the customer by email and/or written post; The modified terms will become effective upon acknowledgment of receipt of notification. By continuing to use the Services after the effective date of any modifications to this Agreement, the Customer agrees to be bound by the modified terms. It is Customer’s responsibility to verify the changes and revert back to WS Contract Solutions by email or written notice on disagreement to the modified terms.
8. FEES AND PAYMENT TERMS
8.1 As a compensation for the use of the Services, the Customer shall pay WS Contract Solutions the fees set forth in the price list in force from time to time. Unless otherwise agreed, WS Contract Solutions shall charge fees monthly or annually as agreed by the Parties. All fees and prices are net amounts and exclusive of any value-added taxes, sales or use taxes and any other taxes or levies. Late payment interest for due but unpaid amounts shall be calculated in accordance with the Finnish Interest Act (633/1982, as amended).
WS Contract Solutions reserves the right to change any of its fees. Due to added costs and general solution improvements, WS Contract Solutions may increase pricing to existing customers yearly with up to ten (10) percent without prior written notification. If price increase is higher than ten percent, then notice will be given at least 45 days before the next renewal date of current licensing.
Additional charges apply for the use of transactions (e-signatures and other transactional and subscription-based fees). See Service for the current price list. Charges for these services will be debited from the account balance, which can be topped up within the Service. Except as otherwise expressly specified herein, payment obligations are non-cancellable and fees paid (incl. account balances) are non-refundable. Also, should there be funds left in the Sowise account balance after the cancellation of the Services or termination of this Agreement, no refunds are provided upon cancellation.
Monthly and annual plans provide month-to-month and year-to-year access, with monthly and annual charges being made each renewal day (the same day of the month and the year that the Customer originally signed up for the plan). Monthly and annual plans automatically renew every month and year, respectively. If the Customer cancels the subscription before an upcoming renewal day, they will have access to the Account through the end of the subscription.
8.2 Customers may purchase monthly and annual plans and give permission to charge their credit card on a recurring basis. Customers may choose another payment method for transactions and recurring payments if made available by WS Contract Solutions. All fees, expenses and taxes due hereunder will be paid in euros unless local currencies with local applicable taxes are enabled in the service. All fees due and payable by Customer to WS Contract Solutions under the Terms must be paid in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law. All fees due and payable under the Terms are exclusive of taxes, which will be added at the prevailing rate from time to time. When Customer signs up for a paid plan, they agree to pay and take responsibility for all charges made in accordance with the chosen plan, and the subscription will automatically renew at the end of the subscription term unless they cancel the subscription before the end of the previous subscription term.
8.3 If the given credit card or the account information is changed, or if, for any reason, a charge is rejected, the Customer shall immediately update the information, as appropriate. If the Customer is unable to provide appropriate payment methods, the Customer must pay the amount due in full within seven (7) days. WS Contract Solutions may, without liability to the Customer, disable the access to all or part of the Services if any fees are not paid. In the event of the foregoing, WS Contract Solutions shall not be obligated to provide any and/or all of the Services until such fees are paid in full. Accounts that have been terminated may be reactivated 30 days after termination, if valid payment information is entered and the card can be successfully processed for all charges accrued on the account since the failed credit card charge.
8.4 Value added tax will be added to all fees to the extent required by law. In the event that value added tax is not initially charged, WS Contract Solutions shall be entitled to charge value added tax at a later stage should relevant tax authorities decide that value added tax should be charged.
8.5 For work performed outside WS Contract Solutions´ ordinary working hours, but after 6 a.m. and before 8 p.m. (EET), on Working Days, the agreed hourly rate shall be multiplied by 1.5 per hour. For work performed at other times outside of WS Contract Solutions´ ordinary working hours, the agreed hourly rate shall be multiplied by 2.0 per hour.
9.1 The Customer forever discharges and releases WS Contract Solutions, its affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, and/or that relates directly or indirectly to: (a) the Services; (b) any inaccurate, incomplete, unreliable, illegal or infringing content posted on the Services, whether caused by WS Contract Solutions or any user of the Services, or by any of the equipment or programming associated with or utilized in the Services; (c) the conduct, whether online or offline, of any user; (d) any injury, loss or damage caused by another user or their Content posted on the Services, whether online or offline; and (e) any error, omission, interruption, deletion, defect, delay in operation and/or transmission, communications line failure, theft and/or destruction and/or unauthorized access to, and/or alteration of, the Services users’ communications.
Both Parties knowingly, voluntarily, and intentionally waive any right the Parties may have to a trial by jury of any dispute arising under or relating to this Agreement.
The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
If the Customer is a California resident, they waive California civil code section 1542, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
10.1 In addition to WS Contract Solutions’ right to terminate the Agreement due to failed charges (Clause 8.3), Each Party shall be entitled to terminate the Agreement by written notice with immediate effect if:
(i) the other Party is in material breach of the Agreement and does not remedy such breach (where possible to remedy) within thirty (30) days from written notice thereof,
(ii) the other Party is declared bankrupt, enters into liquidation, commences proceedings for a corporate reconstruction and/or when it otherwise becomes apparent that a Party is insolvent in some other way.
(iii) if WS Contract Solutions´ relationship with a third party partner who provides software or other technology WS Contract Solutions uses to provide the Services expires, terminates or requires WS Contract Solutions to change the way they provide the software or other technology as part of the Services,
(iv) if WS Contract Solutions believes providing the Services could create a substantial economic or technical burden or material security risk for WS Contract Solutions,
(v) in order to comply with the law or requests of governmental entities.
11. EFFECT OF TERMINATION
11.1 Upon termination of the Agreement, all rights under this agreement to use WS Contract Solutions services will immediately terminate.
11.2 Upon termination of the Agreement, WS Contract Solutions will delete all content provided by the Customer, unless the Customer notifies WS Contract Solutions otherwise within thirty (30) days from the termination of the Agreement. The Customer shall compensate WS Contract Solutions for any additional costs resulting from the Customer's instructions regarding handling of the Content.
11.3 Upon termination of the Agreement, the Customer is responsible for all fees and payments incurred through the date of termination, including fees and payments for agreed in-process tasks completed after the date of termination.
12. LIMITATION OF LIABILITY
12.1 WS Contract Solutions shall not be liable for any loss of profits, loss of production, reduced turnover in business and similar costs or losses or any other indirect damages. WS Contract Solutions shall not be liable for damage caused by the acts or omissions of the Customer. WS Contract Solutions´ maximum liability for any event is limited to direct damages up to an amount corresponding to one month's fee for the Services.
12.2 WS Contract Solutions disclaims all liability relating to any Content in its Services, including any error, virus, defamation, libel, obscenity or inaccuracy contained in any. The Customer is solely responsible for any damage resulting from use of the Services. WS Contract Solutions shall have no responsibility for unauthorized access to the Customer’s account, and/or automatic forwarding of messages and/or viruses.
12.3 The Customer shall present any claims against WS Contract Solutions at the latest three (3) months from the date when the Customer discovered or should have discovered, the reason for the claim.
13.1 If a Party is prevented from fulfilling its commitments in accordance with the Agreement, by circumstances beyond its control that it could not reasonably be expected to have foreseen, and the result of which the Party could not reasonably be expected to have avoided or overcome such as including but not limited to strike, labor conflict, war, warlike hostilities, insurrection or riot, mobilization or general military call-up, civil war, requisition, seizure, fire, lightning, earthquake, flood or water damage, altered decisions by authorities, intervention by authorities, legislation or official restrictions, currency restrictions, export or import restrictions, a general shortage of goods, lack of bandwidth and faults or delays in services from a subcontractor, such Party shall be relieved from liability for a failure to perform any obligation under the Agreement.
13.2 Any Party that invokes relief in accordance with the above shall inform the other Party thereof without delay. If the performance of any obligation is prevented for a period longer than three (3) months as a result of any such circumstance stated above, each Party is entitled to terminate the Agreement free from liability to compensate the other Party.
14.1 WS Contract Solutions shall be entitled to engage subcontractors to fulfill its undertakings under the Agreement. WS Contract Solutions shall be responsible for all work performed by the subcontractor as though the work had been performed by WS Contract Solutions.
15.1 WS Contract Solutions may assign its rights or obligations under the Agreement to an affiliated company or to an entity to which WS Contract Solutions has transferred its business operations.
15.2 The Customer may only transfer the Agreement subject to WS Contract Solutions´ prior written consent, which shall not be unreasonably withheld or delayed.
16.1 Each Party undertakes not to disclose to any third party details of the Agreement or information regarding the other Party’s activities which may be deemed as business or professional secrets, without the other Party’s express written consent. The information which the Party states to be confidential will always be deemed to be business or professional secrets. The duty of confidentiality does not include such information which a Party can prove has come to its knowledge other than through the Services, or which is generally known, nor does the duty of confidentiality apply where a Party is obligated under law to supply the information.
16.2 Each Party undertakes to supervise that employees or other engaged persons do not convey confidential information to any third party.
16.3 The duty of confidentiality shall apply during the Term of this agreement and three (3) years thereafter.
17.1 All PR, public announcements and marketing with respect to the Agreement shall be jointly approved by the Parties. WS Contract Solutions shall however be entitled to publish the Customer's name and logotype on its website and to refer to the Customer as WS Contract Solutions´ customer in marketing and promotion material pursuant to good business practises and reasonable guidelines submitted by the relevant Party from time to time. WS Contract Solutions may reasonably use, on a royalty-free basis, the Customer’s trademark and/or logo for such purpose.
18.1 The customer will defend, indemnify, and hold harmless WS Contract Solutions, WS Contract Solutions´ affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any third party claim concerning: (i) the Customer’s use of the Services (including any activities under Customer’s WS Contract Solutions account and use by Customer’s employees and personnel); (ii) breach of this Agreement or violation of applicable law by the Customer; (c) Customer’s Content or the combination of Customer’s Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Customer’s Content or by the use, development, design or production of Customer’s Content; or (iv) a dispute between the Customer’s and any of their contract parties. If WS Contract Solutions or WS Contract Solutions´ affiliates are obligated to respond to a third party legal claims or other compulsory legal order or process described above, the Customer will also reimburse WS Contract Solutions for reasonable legal fees, as well as WS Contract Solutions´ employees’ subcontractors’ and affiliates’ time and materials spent responding to the third party legal claims or other compulsory legal order or process at WS Contract Solutions´ then-current hourly rates.
19.1 Any notice given by one Party to the other shall be deemed properly given if specifically acknowledged by the receiving Party in writing (e-mail is sufficiently provided it comes from an official account) or when delivered to the receiving Party by hand, registered mail or courier during normal business hours.
20. SEVERABILITY AND SURVIVAL
20.1 If any part of the Terms is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Terms and/or any breach thereof, in any one instance, will not waive such term and/or condition or any subsequent breach thereof.
Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of the Agreement.
20.2 All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses (incl. of Content), ownership provisions, warranty disclaimers, indemnity provisions and limitations of liability.
21. GOVERNING LAW AND DISPUTES
21.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by substantive Finnish law, excluding the choice-of-law principles.
21.2 Any dispute, controversy or claim arising out of or in connection with the Agreement or any non-contractual obligation arising out of or in connection with the Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Finland Chamber of Commerce. The place of arbitration shall be Helsinki, Finland. The language used in the proceeding shall be English, unless the Parties agree otherwise.
21.3 The Rules for Expedited Arbitrations shall apply where the amount in dispute does not exceed EUR 100,000. Where the amount in dispute exceeds EUR 100,000 the Arbitration Rules shall apply. The Arbitral Tribunal shall be composed of a sole arbitrator where the amount in dispute exceeds EUR 100,000 but not EUR 1,000,000. Where the amount in dispute exceeds EUR 1,000,000, the Arbitral Tribunal shall be composed of three arbitrators.