1. Application of the general terms of contract and the genesis of the agreement
1.1 These general terms (‘the General Terms’) shall be applied to the sales and licensing of hardware, components, and standard software (‘Products’), provided by Atea and/or third parties, between Atea Finland Oy (‘Atea’) and the customer (‘the Customer’) that has made an agreement (‘the Agreement’) with Atea, as well as to services (‘Services’) provided to the Customer by Atea.
1.2. Any offer made by Atea concerning Products or Services shall be valid for one month from the date of the tender, unless specifically mentioned in the tender in writing. The agreement on delivery of Products or Services between Atea and the Customer shall come into force once i) Atea and the Customer have signed a contract document concerning delivery; ii) the Customer has, in writing, approved the offer related to the delivery of Products or Services made by Atea; iii) Atea has, in writing, approved the Customer’s order for Products or Services; or iv) Atea has, by delivering the Products or Services, approved the Customer’s order for them. Written approval as mentioned above shall refer to, e.g., approval given via e-mail.
1.3. Services provided by Atea shall be divided into ‘Continuous Services’, ‘Hosting Services’, ‘Professional Services’ and ‘Cloud Services’. In these General Terms, Continuous Services shall refer to servicing, support, and maintenance services and other constant services such as life- cycle services that Atea provides in accordance with the service descriptions of the Services in question. The terms for Continuous Services shall also be applied to the Hosting Services, unless specifically otherwise mentioned in the Agreement.
Professional Services shall refer to professional services provided to the Customer by Atea, such as programming of customer-specific software and services required in setting up of a system environment.
Cloud Services shall refer to services purchased and delivered via a data network (such as IaaS, Infrastructure as a Service or SaaS, Software as a Service). Cloud Services may include services provided by Atea and/or third parties. In these General Terms, Cloud Services provided by a third party shall refer to ”Intermediate Cloud Services”. Third Party’s Intermediate Cloud Services shall be subject to the terms and conditions of the cloud service provider in question. Atea shall not be liable for the content of the Intermediate Cloud Services or for damage caused to the Customer by it.
1.4. Irrespective of what is stated elsewhere in the General Terms or in the Agreement, the terms of the manufacturer, titleholder or service provider of the Product and/or Intermediate Cloud Services in question shall always be applied for Products and/or Intermediate Cloud Services; the Customer shall be obliged to review the said terms on its own initiative, and further information related to them is available in the material delivered with the product or on the Internet site of the product’s manufacturer.
1.5. The Services and Products have been described in more detail in a separate service/product description appendix applying to the service and product in question.
2. Prices
2.1. Unless specifically otherwise agreed in the Agreement, Product prices have been specified in Atea’s eSHOP system (the ‘Product Price List’), and Service prices have been detailed in Atea’s service price list (the ‘Service Price List’), as applicable. Hereinafter, the Product Price List and the Service Price List shall be referred to, both together and separately, as the ‘Price List’).
2.2. Fees for Continuous Services shall be charged monthly in advance. Time and material based work and Professional Services shall be invoiced monthly in arrears.
2.3. Intermediate Cloud Services may also be charged in accordance with the terms of the respective service provider.
2.4. Unless specifically otherwise agreed in the Agreement, Products shall be invoiced after delivery.
2.5. The term of payment shall be eight (8) days, net, from the invoice date. Interest on delayed payments is 18 % per annum. In the event of late payment, Atea shall be entitled to charge penalty interest and reasonable collection expenses from the Customer.
2.6. Prices do not include value added tax, which shall be added to all prices according to the legislation in force at the time. When the amount of taxes or public payments prescribed by competent authorities or the basis for collection changes before the delivery of Products or Services, either because of changes in legislation or as a result of change in taxation practices, the Supplier shall have the right to adjust the prices of the Products or Services correspondingly.
2.7. Atea shall be entitled to charge the Customer, in accordance with the Price List, for such extra work and costs that result from errors in the material provided by the Customer to Atea.
2.8. If the Customer orders an assignment related to the Services to be done as overtime or by means of some other special arrangements, Atea shall charge for the extra work and costs separately in accordance with the Price List. If the Customer has special requests regarding invoicing, Atea shall charge any additional work and/or costs related thereto from the Customer in accordance with the then current price list.
2.9. If the Customer requires cost centre-specific invoicing, Atea shall charge for the extra work and costs separately in accordance with the applicable invoicing price list ("Invoicing Price List").
2.10 For any travel required for the Services, Atea shall have the right to charge half of the agreed hourly rate for the travel time. If the Service is provided upon the Customer’s order outside Atea’s normal working hours, Atea shall have the right to charge extra fees in accordance with the Price List.
2.11. Unless otherwise agreed in writing, Atea shall have the right adjust the price of a Product or Service, correspondingly with the increase in the level of costs, by informing the Customer of the adjustment, in writing, no later than 60 days before the effective date of the adjustment. The adjustment shall have no impact on payments of invoicing periods that started before its entry into force. If the Customer does not approve the price adjustment suggested by Atea, the Customer shall have the right to terminate the Agreement with regard to the Product and/or Service in question by notifying Atea no later than 30 days before the adjustment is to take effect. Atea shall be entitled to increase prices no more than once (1) per each calendar year.
2.12. If the pricing of a Product is tied to a foreign currency and the exchange rate of that currency strengthens substantially in comparison with the rate on the date of signing of the Agreement, Atea shall have the right to adjust the price of the Product by an amount corresponding to the change in the exchange rate. If the Customer does not approve a price increased in line with what is stated above, the Customer shall have the right to cancel the purchase of the Product in question by informing Atea, in writing, before the delivery of the Product and assignment of the right to use, but no later than five (5) days after the date when Atea notified the Customer of the new price of the Product. The Customer shall not have the cancellation right described above if the Product is not part of Atea’s ordinary selection of warehouse Products or if Atea has ordered or acquired the Product upon the Customer’s request.
2.13. The prices listed in the Agreement on delivery of Products as well as in Atea’s price lists and offers shall refer to an unpacked Product. Atea shall have the right to invoice handling and delivery expenses separately in accordance with the Price List. Atea shall have the right to charge a separate small order fee, in accordance with the Price List, for the delivery of small orders.
2.14. If legislation changes during the term of the agreement related to the Service and the provision of the Service in accordance with the applicable legislation substantially increases Atea’s responsibilities, obligations or costs related to the provision of the Service, Atea has a right to increase the price of the Service correspondingly with the abovementioned costs. Atea shall notify the Customer in writing of the price increase no later than three (3) months before the price increase is to take effect.
3. General terms concerning Services
3.1. General obligations of the parties with regard to Services
Atea shall provide the Services in accordance with the Agreement, diligently and with the proficiency required by the Services. The Customer must fulfil its obligations under the Agreement diligently and without delay.
The Customer shall be obliged to deliver to Atea, without delay, all such information, instructions, and documents necessary for the provision of the Services in accordance with the Agreement. The Customer shall be responsible for the information, instructions, and documents it has delivered to Atea and for their accuracy. The Customer must arrange for Atea, free of charge, such access to the Customer’s facilities, hardware, and software as is necessary for the provision of the Services described in the Agreement. When working in the Customer’s facilities, Atea’s employees must comply with such safety regulations, approved by Atea, as the Customer has submitted to Atea in writing.
Unless specifically otherwise agreed in the Agreement, the Customer must, before provision of the Services begins, at its own cost: i) arrange the necessary data communication links; ii) if necessary, ensure the sufficient documentation of materials and software; and iii) ensure that the Customer has such valid software licences as use of the service requires. The Customer shall be responsible for the data communication costs incurred upon the execution of the Services.
3.2. Contact persons and notifications of the parties with regard to the Services
Each party shall appoint a contact person whose duty it is to monitor and supervise the implementation of Services under the Agreement and inform its own organisation and the other party about matters related to the implementation of the Services. Unless specifically otherwise agreed, in writing, between the parties, the parties’ contact persons and their contact information shall be those referred to in the Agreement. Notifications under the Agreement shall be deemed valid when they have been submitted to the other party’s contact person, in writing, at the addresses specified in the Agreement. Each party shall be obliged to inform the other party, without delay, of any changes to its or its contact persons’ contact information.
3.3. Remote procedures
If the parties have agreed, in writing, that Services are to be provided, in full or partially, as remote procedures, the Customer must acquire and maintain, at its own cost, the data communication link required for said Services. Each party shall be responsible for ensuring, for its part, that it has the hardware, software, and data security solutions required by the remote operating connection.
3.4. Software corrections and updates
Within the framework of the Services, the Supplier shall provide to the Customer software corrections and updates only insofar as this has been agreed in writing in the Agreement. Even in such cases, the Customer shall be responsible for installation of the software corrections and updates in its operating environment and for any customer-specific changes required as a consequence.
3.5. Start of Services
Atea will start the Services at the agreed time. If the Parties have not agreed on the starting date of the Services, Atea shall start delivery of the Services within a reasonable time.
4. Special terms for Continuous Services
4.1. Validity of the agreement concerning Continuous Services
With regards to Continuous Services, the Agreement shall take effect as described in clause 1.2 and remain in effect until the end of the third calendar year following the year of signing of the Agreement (‘the Original Agreement Period’). Either party may terminate the Agreement, as far as Continuous Services are concerned, to expire at the end of the Original Agreement Period by notifying the other party, in writing, no later than three (3) months before the end of the Original Agreement Period. If the Agreement is not terminated in accordance with what has been stated above, the Agreement shall remain in effect one (1) calendar year at a time after the Original Agreement Period for Continuous Services. After the Original Agreement Period, each party may terminate the Agreement to expire at the end of the present calendar year by notifying the other party, in writing, no later than three (3) months before the end of the calendar year in question.
4.2. Service levels
Service levels measuring the quality of a Continuous Service may be specified in a separate appendix to the relevant Agreement on Continuous Services (‘Service Level Appendix’).
Sanctions of errors or delays in Continuous Services under the Agreement in question have been specified exclusively and exhaustively in the relevant Service Level Appendix. As far as such errors or delays are concerned, the Customer shall not be entitled to other compensation for Continuous Services under the Agreement or to cancel the Agreement. The Customer shall be reimbursed for any sanctions arising from the Service Level Appendix by means of a separate credit note.
4.5. Hosting environment
Hosting services shall be provided in a server environment on premises selected by Atea and controlled by the Customer, Atea, or a subcontractor of Atea, as specified in more detail in the Service Description. Atea shall have the right to freely change the hosting environment used for production of Hosting Services and relocate it to some other geographical location (even outside Finland within the European Economic Area), provided that the change does not have substantial effects on the content of the Hosting Services. Atea shall be responsible for the functionality of the hosting environment in accordance with the Agreement and its appendices. The Customer shall be responsible for the hardware and software of the hosting environment insofar as they or their use rights belong to the Customer. Atea’s responsibility for such hardware and software shall be limited to the co-ordination of servicing and maintenance services provided by their respective suppliers. The Customer shall be obliged to provide to Atea, without delay, all the necessary authorisations and information necessary for co- ordination of the servicing and maintenance services of the hardware and software. The Customer shall be responsible for all information material processed or stored in the hosting environment at any time and for any ensuing damage. Atea shall never be responsible for delays, errors, or damage arising from errors in said hardware or software that are the Customer’s responsibility.
4.6. Intellectual property rights related to Continuous Services
Title, copyright, and other intellectual property rights in the results of the Continuous Services provided by Atea (including Hosting Services) shall belong to Atea. The Customer shall receive a limited right to use the results of the Continuous Services in its internal, ordinary business operations. The right to use is non-exclusive.
The Customer shall be responsible for ensuring that the software and other materials it has placed at Atea’s disposal do not violate the copyright or other intellectual property rights of third parties and that the right to use and/or license terms for the software and other materials as well as their components or development tools entitle Atea to use them for provision of the Continuous Services referred to in the Agreement. Should that not be the case, the Customer shall be responsible for the acquisition of such right to use and/or license at its own cost.
5. Special Terms for Cloud Services
5.1. Scope of the Special Terms
The terms of this clause 5 apply to Cloud Services provided by Atea. Terms of the Intermediate Cloud Service provider in question shall be applied for Intermediate Cloud Services, which shall be delivered to the Customer in connection with the Cloud Services’ order or otherwise made available to the Customer in writing.
5.2. Start of Cloud Services
Delivery of the Cloud Services starts when Atea informs the Customer that the Cloud Services are available to the Customer at the contact point. Atea's right to invoice the Cloud Services starts from the time the Cloud Services are available to the Customer at the contact point.
5.3. Use of Cloud Services
The Customer agrees to use the Cloud Services in accordance with these terms and conditions. The Customer and a third party acting on behalf of the Customer are entitled to use the Cloud Services in Customer's business operations. Customer is not entitled to resell or otherwise distribute the Cloud Services to any third parties.
If identifiers are necessary for the use of the Cloud Services, Atea will deliver them to the Customer. The Customer shall be responsible for ensuring that its users maintain their identifiers diligently and do not disclose them to third parties. The Customer is responsible for the use of Cloud Services using the Customer’s identifiers. The Customer undertakes to notify Atea without delay if an identifier has been disclosed to a third party or if the Customer suspects that an identifier is beingmisused. Upon written request of Atea, the Customer is obliged to change the identifier required for the use of Cloud Services, if necessary, for example due to a severe data security risk or other similar cause.
The Customer shall be responsible for Customer material located in the Cloud Service and for ensuring that the Customer material does not infringe any third party rights or violate any legislation in from time to time.
5.4. Changes to Cloud Services
Atea shall be entitled to make such changes to the Cloud Services that do not affect the content of the Cloud Services or the service level. Atea shall further have a right to make such changes affecting the content of the Cloud Services and/or service level, if they are necessary to prevent a severe data security risk or result from law or regulation by the authorities.
If a change in the service environment of the Cloud Services requires a transfer of Customer data to a new software or service environment, Atea shall notify the Customer of the said transfer two (2) months in advance. Atea shall inform the Customer of the change well in advance or, if this is not reasonably possible, without delay after Atea has made the change. Atea shall not be responsible for any changes or costs relating to the changes in the Customer’s hardware, software or other operating environment.
5.5. Customer material
Upon termination or expiry of the Agreement, Atea shall provide the Customer with the Customer material in the Cloud Services within 30 days of the Customer’s written request. Customer material shall be delivered in an electronic form commonly used. Atea shall have the right to charge for the collection, processing and delivery of the Customer material in accordance with Atea’s then valid price list on a time and material basis. Atea’s responsibility to store the Customer material terminates 60 days from the termination or expiry or the Agreement, after which Atea has a right and obligation, at its own expense, to destroy the Customer material, unless the Customer has requested return of the Customer material. However, Atea shall be entitled to destroy or retain the Customer material to the extend required by law or regulation by authority.
If the Customer material in the Cloud Services is destroyed, lost, altered or damaged while the Customer has used its identifier or if the Customer has otherwise by its own action caused the destruction, loss or alteration of, or damage to, the Customer material stored in the Cloud Services, Atea shall have the right to charge for the recovery of such material in accordance with the agreed pricing principles.
5.6. Suspension of Cloud Services
The Cloud Services may have temporary service interruptions that may be due to measures to the provision or restoration of the availability, performance, retrievability or control of the Cloud Services, or any other similar interruptions. Atea shall inform the Customer of the interruptions, if reasonably possible. In addition to what is stated above, Atea shall have a right to suspend delivery of the Cloud Services due to installation, change or maintenance work of general communications network or due to a severe data security risk related to the Cloud Services or if required by law or regulation by the authorities. If Atea suspends delivery of the Cloud Services in accordance with this clause, Atea shall inform the Customer of the suspension and the duration of the suspension in advance, whenever possible.
5.7. Backups
Unless otherwise agreed in writing, Atea shall not be responsible for taking backups of the Customer material stored in the Cloud Services. The Customer shall be responsible for taking backups of its material and for checking the functionality of the backups.
6. Professional Services
6.1. Validity of the Agreement on Professional Services
As far as Professional Services are concerned, the Agreement shall take effect according to what has been described in clause 1.2 and remain in effect for the agreed period or until both parties have appropriately fulfilled their obligations under the Agreement.
6.2. The project steering group
For the execution of the Agreement on project- related Professional Services and co-ordination of the collaboration between the parties, a steering group shall be established, for which each party shall appoint at least two (2) representatives. The steering group shall supervise the execution of the project as a collaboration organisation of the parties. The group may, by unanimous decision, approve such changes to the Professional Service and/or a project plan as may affect the content of the delivery under the Agreement, its price, or the delivery schedule. The steering group shall not have a right to amend the Agreement in other respects. The chairperson of the steering group shall be appointed by the Customer and the secretary by Atea. The steering group shall convene at least once a month and always upon the request of either party. Minutes shall be kept of the meetings of the steering group, to be signed by both parties.
In addition to the steering group, each party shall appoint for itself a project manager, who must be authorised to determine matters related to ordinary, daily activities associated with the delivery as well as issues that have only minor effect on the price or delivery schedule. The project managers shall report to the steering group on the progress of the delivery.
6.3. Delivery schedule
A preliminary delivery schedule has been described in the agreement on Professional Services or the related project plan. The schedule shall be updated in the planning stage and during delivery, and the updates shall, as an integral appendix, be part of the Agreement or its project plan. If a delivery is delayed due to a delay in assignments that are the Customer’s responsibility, the schedule shall be extended by the duration of the delay plus a reasonable extension.
6.4. Rights in software and other materials
Title, copyright, and other intellectual property rights in the results of the Professional Services shall belong to Atea exclusively. The Customer shall receive limited right to use the results of the Professional Services in its internal, ordinary business operations. The right to use is non- exclusive.
6.5. Acceptance of the results of the Professional Services
In the Agreement, the Customer and Atea shall agree on a reporting schedule and its scope. Otherwise, Atea shall report in accordance with its own practices. For reporting that differs from Atea practices, Atea shall charge separately in accordance with its then valid price list. The Customer must report, in written form, its acceptance of, or complaint about, the material provided by Atea’s Professional Services that details such progress and the intermediate and final report, as well as Professional Services results’ delivered by Atea to the Customer, without undue delay.
If the Customer does not file a written complaint within seven (7) days from the receipt of the notification or intermediate report, the work contribution contained/detailed in the notification or intermediate report shall be deemed accepted. Correspondingly, work included in a final report or the result of a Professional Services delivery from Atea to the Customer shall be deemed accepted if the Customer does not file a written complaint within 30 days from the receipt of the final report or the results.
If the Professional Services include neither a final report nor delivery of Professional Services results, the Professional Services delivery shall be deemed accepted if the Customer does not file a written complaint within 30 days from the performance of the Professional Services.
6.6. Atea’s responsibility for Professional Services errors
Atea’s responsibility for Professional Services errors shall be limited to rectification of the errors at its own cost, and for this action, the Customer is required to inform Atea, in writing, of the error within the period for acceptance for Professional Services as mentioned above.
7. Special terms concerning Products
7.1. Product delivery terms
The terms of delivery for hardware and components shall be ‘Ex Works’ from premises named by Atea (Incoterms 2000, Ex Works). The Customer is obliged to inspect the delivered Products carefully and claim compensation for any mistakes in the delivery of the Products, without delay. The delivery shall be deemed accepted if the Customer has not presented Atea with written comment regarding the delivery of the Products within seven (7) days of the Product’s delivery date and/or the date of assignment of right to use.
7.2. Product delivery time
Atea shall deliver the Products within the agreed delivery time window. If the time of delivery has not been agreed in writing, Atea shall deliver the Products within reasonable time from the date on which the agreement between the contracting parties entered into effect, provided that the Products in question are available. If they are not available, Atea shall deliver them within reasonable time once they are again available. If Atea has outstanding receivables from the Customer, Atea shall have a right to refrain from delivering the Products until the Customer has made the payments that have fallen due. The agreed delivery time shall be extended correspondingly. The Products are deemed delivered when they have been delivered to the location stated in the agreement.
7.3. Title and right to use
Title to hardware and components delivered shall be transferred to the Customer, and the Customer’s right to use the software products shall commence, once the Customer has paid for the Products in full.
7.4. Product warranty
The standard terms of the manufacturer of each product shall be exclusively applied to the Products delivered, in all respects, including access and warranty terms as well as terms concerning violations of and liabilities for intellectual property rights, and the Customer shall be obliged to read these terms on its own initiative. Further information about such terms is available in material delivered with the product or on the Internet pages of the Product’s manufacturer.
Atea shall deliver the Products as they are, and Atea does not give Products it has delivered any other warranty or commitment than any warranties and commitments of the manufacturer. By making an agreement for delivery of the Products, the Customer confirms that it has reviewed the standard terms of the manufacturer of the Products and agrees to comply with them.
8. Subcontracting
Atea shall have the right to contract out its assignments under the Agreement to subcontractors, in which case Atea shall ensure that the subcontractor used is bound by the terms concerning non-disclosure referred to in Section 10. Atea shall have the right to freely change its subcontractors. Atea shall be responsible for the work of its subcontractors as if it were its own.
9. Non-solicitation
Unless otherwise agreed in writing, the Customer shall not solicit or hire a person who is or has been employed by the other party who does or has done key assignments related to the Service, or to make any other agreement (or otherwise agree on any arrangement) whose aim is to acquire the work input of the person in question until six (6) months have elapsed from the end of the provision of the Professional service in question or the employment relationship, whichever may end sooner. A contractual fine to be paid on the breach of non- solicitation corresponds to the amount of six (6) months’ gross salary, subject to withholding tax, of the person in question. However, the recruitment restriction shall not be applied if the person’s employment relationship has ended because of a reason created by the employer.
10. Non-disclosure
10.1. The parties agree to keep in confidence all material and information, in any form whatsoever, that they have received from each other and marked confidential or that should be construed as such (‘Confidential Material’), and not to use them for any purposes not related to the Agreement. However, this non-disclosure obligation shall not apply to such material or information as (a) is publicly available or otherwise public; (b) has been received from a third party without a non- disclosure obligation being in force; (c) was otherwise in the possession of the receiving party without the imposition of a non-disclosure obligation before it was received from the other party; (d) has been developed independently by one party without the utilisation of material or information received from the other, disclosing party, or (e) the party is obliged to make public or disclose on the basis of a law, a statute, or an order from a public authority.
10.2. When the Agreement expires or a party no longer needs Confidential Material for a purpose under the Agreement, that party must immediately stop using the Confidential Material received from the other party and return the Confidential Material and all of its copies unless the parties have made a separate agreement on the disposal of the material in question. However, each party shall have the right to retain copies required by law or orders issued by public authorities.
10.3. Each party shall, however, have the right to use the expertise and experience acquired in connection with the delivery.
10.4. Rights and obligations related to Confidential Material shall remain in effect even after the expiry of the Agreement, for five (5) years after the end of the Agreement.
11. Force majeure
Neither party shall be responsible for delays or damage caused by an obstruction that is beyond its control, provided that said party cannot reasonably be expected to have taken the obstruction into account when the Agreement was signed, and that said party could not reasonably have avoided or overcome the consequences of. A strike, lockout, boycott, or other industrial action shall be deemed force majeure even when a party to the Agreement is subjected to it or is a participant. If subcontracting cannot be acquired from any other source without unreasonable costs or substantial waste of time, force majeure that has befallen a party’s subcontractor shall also be deemed grounds for discharge. Either party must notify the other immediately in the event of force majeure or its cessation.
12. Violations of intellectual property rights
12.1. Atea shall be responsible for ensuring that the Services provided by Atea do not violate any intellectual property rights that are in effect in Finland.
12.2. Atea shall be responsible for defending the Customer, at its own cost, in any lawsuits brought against it claiming that a Service violates third party’s rights referred to above, provided that the Customer immediately informs Atea, in writing, of the claim and both allows Atea to exercise a defendant’s right of action and provides Atea with all the necessary information, assistance, and authorisations available. Atea shall be responsible for payment of any compensation ordered to be paid to a third party if the Customer has acted in accordance with the conditions stated above.
12.3. Should Atea, with justification, deem a Service to violate a third party’s right as referred to above, Atea shall have the right to, at its own cost, (a) acquire for the Customer a right to continue using the Service, (b) replace the Service, or (c) amend it such that the violation ceases. If none of the alternatives mentioned above is possible for Atea on reasonable terms, the Customer must, at Atea’s request, cease using the Service and return it, and Atea must refund the price paid by the Customer for the Service, prorated to account for the actual time of use.
12.4. Atea shall not, however, be responsible for a claim that (a) is based on a claim by a company that has control of the Customer or in which the Customer has control, in the sense of ‘control’ applied in the Accounting Act; (b) results from a change made to the Service by the Customer or from compliance with instructions submitted by the Customer; (c) results from use of the Service in combination with a service not provided by Atea; or (d) could have been avoided through the use of a similar service that has been made public and placed at the Customer's disposal without separate charge.
12.5. Atea’s responsibility for violations of intellectual property rights shall be limited to what is agreed on in this Section 12.
13. Cancellation of the Agreement
13.1. Each party shall have the right to cancel the Agreement if the other party has either (a) committed a substantial breach of contract and failed to take corrective action within 30 days from the date on which the other party submitted a written notification of the breach and threat of cancellation or (b) become insolvent or had its financial standing otherwise substantially deteriorate such that it cannot meet its contractual obligations.
13.2. Furthermore, Atea shall have the right to cancel the Agreement if the Customer has neglected payment of a fee under the Agreement and has failed to make the payment within 30 days from a complaint sent by Atea.
13.3. If Atea may exercise a right of cancellation, Atea shall also have the right to cancel other agreements made with the Customer, with simultaneous effect. If Atea has a cancellation right, Atea may, alternatively, suspend the service and/or refrain from its own performance without any limitation to subsequent exercise of the cancellation right.
13.4. If Products and/or Services have been acquired on leasing terms, the Customer shall not have the right to cancel the Agreement as far as such finance terms are concerned.
14. Limitation of liability
14.1. Each party’s total liability under the Agreement shall be limited to the obligation to reimburse the other party for direct expenses and damage caused by breaches of contract (including any delay-related fees and other penalties), to not more than, in total, 12.5 per cent of the prices of said Products and/or Services in whose delivery the breach took place. If the breach cannot be associated with specific Products and/or Services, the liability for damages shall be no more than 12.5 per cent of the total price of the latest delivery between the parties, including any late-delivery fees and other penalties. If the case involves a Product or Service that is fixed-term or invoiced in billing periods until further notice, the maximum amount of the damages for said product or service shall be its calculated monthly price at the time of the breach, multiplied by two.
14.2. Damages shall be paid only insofar as the amount of damage exceeds the service level sanction, the late-fee amount, or any other contractual penalty paid as a consequence of the breach of contract.
14.3. Under no circumstances shall either party be responsible for the other party’s indirect or otherwise difficult-to-predict damage, including reduction or interruption of production or turnover, lost profits, loss caused by prevention of use of a service or the facilities, and cover purchase.
14.4. Neither party shall be responsible for the destruction, loss, or change of the other party’s records or files, for whatever reason, or for the ensuing damage and expenses, such as costs for re- creation of the files. The Customer shall be responsible for making backups of its own records and files and for verification of the functionality of these.
14.5. The limitations to liability shall not be applied to damage that has been caused wilfully or through gross negligence.
15. Export restrictions
The Customer shall comply with the laws and official regulations of Finland and the country of origin of the Product with regard to export of the results of the Products and Services and related technical information and to otherwise not hand over Products or technical information to any parties in cases where that hand-over violates or might violate, directly or indirectly, the laws or export regulations of Finland or the Product’s country of origin.
16. Assignment and amendment of the Agreement
16.1. Neither party shall have the right to assign the Agreement, even in part, without the written consent of the other party. Atea shall have the right to assign its receivables under the Agreement and any contract for delivery of the Products to a third party.
16.2. All amendments of, including additions to, the Agreement must be agreed on in writing in order to be valid.
17. Applicable law and settlement of disputes
The Agreement shall be governed by Finnish law. Any disputes arising from the Agreement shall be settled primarily through negotiations between the parties. Should the parties fail to reach unanimous agreement in said negotiations, all disputes arising from the Agreement shall be finally settled in arbitration proceedings, following the rules of the Arbitration Institute of the Central Chamber of Commerce of Finland; there will be one arbitrator, and the language of arbitration shall be Finnish (evidence may be submitted in English as well). However, Atea shall always have the right to claim payment for any outstanding fee under the Agreement via proceedings with the District Court of Helsinki.