General Terms of Service

GENERAL TERMS AND CONDITIONS

These general terms and conditions ("General Terms") apply to the delivery of Services by In Parallel Oy ("Supplier"), Business ID 3394334-7, to Customer under the valid Agreement.

1. Definitions

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where control means ownership of more than 50% of the voting shares or equivalent ownership interest.
• "Agreement" means the agreement between Supplier and Customer for the delivery of Services, including the Order, these General Terms, and any applicable appendices or schedules.
• "Confidential Information" means any information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including trade secrets, business plans, pricing, technical information, and customer data.
• "Customer" means the entity that has entered into the Agreement with Supplier for the use of the Services.
• "Data" means all data, content, and information submitted, uploaded, or otherwise provided by Customer or its End Users to or through the Services.
• "Effective Date" means the date on which the Agreement comes into force, as specified in the Order.
• "End User" means an individual authorised by Customer to access and use the Services under the Agreement.
• "Integration" means any connection between the Services and third-party systems, applications, or services.
• "Normal Business Hours" means 9:00–17:00 EET/EEST, Monday to Friday, excluding Finnish public holidays.
• "Order" means the document or electronic form signed or accepted by both Parties that specifies the Services, fees, subscription period, and other commercial terms.
• "Party" / "Parties" means Supplier and/or Customer, as applicable.
• "Personal Data" means any information relating to an identified or identifiable natural person, as defined in applicable data protection legislation.
• "Pre-Existing IPR" means any intellectual property rights owned by or licensed to a Party prior to the Effective Date or developed independently of the Agreement.
• "Professional Service" means consulting, implementation, training, or other professional services provided by Supplier as specified in the Agreement or an Order.
• "Scheduled Downtime" means planned periods of unavailability of the Software Service for maintenance, updates, or upgrades, for which Supplier provides advance notice to Customer.
• "Service Level" means the performance commitments for the Services as specified in the Agreement or applicable service level documentation.
• "Services" means collectively the Software Service, Professional Services, and any other services provided by Supplier under the Agreement.
• "Software Service" means the cloud-based software application provided by Supplier as a service (SaaS), accessible via the Internet.
• "Supplier" means In Parallel Oy, Business ID 3394334-7, a company incorporated under the laws of Finland.

2. Services

Supplier provides the Services described in the Agreement. Supplier shall deliver the Software Service to be used via the Internet. The Software Service shall conform in all material respects to the documentation and specifications set out in the Agreement.

Supplier may update, modify, or enhance the Services from time to time, provided that such changes do not materially diminish the functionality of the Services during the Subscription Period.

Any Integrations with third-party systems shall be performed in accordance with the specifications agreed upon in the Order or as otherwise agreed in writing between the Parties.

3. Customer Responsibilities

Customer shall:

• Provide accurate, complete, and timely information and cooperation reasonably required by Supplier for the delivery of the Services.
• Ensure that End Users comply with the terms of the Agreement and any applicable usage policies.
• Be responsible for the security and proper use of all user credentials, passwords, and access tokens associated with Customer's account.
• Use the Services in compliance with all applicable laws and regulations.

Customer shall not:

• Decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of the Software Service.
• Create derivative works based on the Services.
• Copy, frame, or mirror any part of the Services other than on Customer's own internal networks.
• Access the Services for the purpose of building a competitive product or service.
• Sublicense, sell, resell, transfer, or distribute the Services to any third party without Supplier's prior written consent.

4. Right to Use and Intellectual Property Rights

Subject to the terms of the Agreement and payment of all applicable fees, Supplier grants Customer a non-exclusive, non-sublicensable, non-transferable licence to access and use the Services during the Agreement period solely for Customer's internal business purposes.

All intellectual property rights in the Services, including the Software Service, documentation, and any modifications, enhancements, or derivative works thereof, shall remain the exclusive property of Supplier or its licensors.

All Pre-Existing IPR shall remain the property of the Party that owns such rights. Neither Party shall acquire any rights to the other Party's Pre-Existing IPR by virtue of the Agreement, except as expressly set out herein.

Customer retains all rights, title, and interest in and to Customer Data. Customer grants Supplier a non-exclusive licence to use Customer Data solely to the extent necessary for the provision of the Services.

5. Fees and Payment

Customer shall pay for the Services as specified in the Agreement and/or Order. Unless otherwise stated in the Order, all fees are payable in euros.

Payment term is net thirty (30) days from the date of invoice, unless otherwise agreed in writing. All fees are exclusive of applicable taxes, which shall be added to the invoice as required by law.

Late payment interest shall accrue in accordance with the Finnish Interest Act (korkolaki 633/1982). In addition, Supplier shall be entitled to charge reasonable collection costs in accordance with applicable law.

Supplier may adjust the prices of the Services with sixty (60) days' prior written notice to Customer. Adjusted prices shall apply from the beginning of the next Subscription Period following the notice period.

6. Support and Availability of Services

Supplier offers customer service during Normal Business Hours via the channels specified in the Agreement or on Supplier's website.

Supplier will use commercially reasonable efforts to make the Software Service available at least 99.8% of the time, measured on a monthly basis, excluding Scheduled Downtime.

Supplier shall provide at least three (3) business days' advance notice to Customer of any Scheduled Downtime. Supplier shall use reasonable efforts to schedule maintenance outside of Normal Business Hours.

In the event of a significant service disruption, Supplier shall promptly notify Customer and use commercially reasonable efforts to restore the Services as soon as practicable.

7. Processing of Personal Data

Both Parties shall comply with all applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 ("GDPR") and applicable national data protection laws.

To the extent that Supplier processes Personal Data on behalf of Customer in connection with the provision of the Services, Supplier shall act as a data processor and Customer shall act as the data controller. The Parties shall enter into a separate data processing agreement ("DPA") that complies with the requirements of Article 28 of the GDPR.

Supplier shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.

8. Confidentiality

Each Party ("Receiving Party") shall keep confidential all Confidential Information received from the other Party ("Disclosing Party") and shall not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party. The obligation of confidentiality shall remain in force for five (5) years after the disclosure of the Confidential Information.

The obligations of confidentiality shall not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party;
• Was already in the lawful possession of the Receiving Party prior to disclosure without any obligation of confidentiality;
• Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information;
• Is lawfully received from a third party without any obligation of confidentiality; or
• Is required to be disclosed by law, regulation, or order of a competent court or authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement to the extent legally permissible.

Each Party may disclose Confidential Information to its employees, contractors, and professional advisors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those set out herein.

9. Limitation of Liability

To the maximum extent permitted by applicable law, neither Party shall be liable to the other Party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or cost of procurement of substitute services, regardless of the cause of action or the theory of liability, even if the Party has been advised of the possibility of such damages.

Supplier's maximum aggregate liability under or in connection with the Agreement, regardless of the cause of action (whether in contract, tort, or otherwise), shall not exceed the total fees actually paid by Customer to Supplier during the twelve (12) month period immediately preceding the event giving rise to the claim.

The limitations set out in this section shall not apply to:

• Liability caused by wilful misconduct or gross negligence;
• Breach of confidentiality obligations under Section 8;
• Infringement of the other Party's intellectual property rights; or
• Customer's obligation to pay fees for the Services.

10. Warranties and Disclaimer

Supplier warrants that the Services shall be provided with professional skill and care, in accordance with generally accepted industry standards and practices.

Supplier warrants that the Services shall materially conform to the specifications and documentation provided under the Agreement during the Subscription Period.

EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SUPPLIER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

11. Term and Termination

The Agreement shall become effective on the Effective Date and shall remain in force for the Subscription Period specified in the Order. Unless otherwise stated in the Order, the Agreement shall automatically renew for successive periods equal to the initial Subscription Period, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current period.

Either Party may terminate the Agreement for material breach by giving thirty (30) days' prior written notice to the other Party, provided that the breaching Party fails to cure such breach within the notice period.

Supplier may suspend Customer's access to the Services, in whole or in part, if Customer fails to pay any undisputed fees within thirty (30) days of the due date. Supplier shall provide at least ten (10) business days' prior written notice before any suspension takes effect.

Upon termination or expiry of the Agreement:

• Customer shall immediately cease all use of the Services and return or destroy any Confidential Information of Supplier in its possession.
• Supplier shall make Customer Data available for export in a standard, machine-readable format for a period of thirty (30) days following termination. After this period, Supplier may delete Customer Data in accordance with its data retention policies.
• Any provisions of the Agreement that by their nature should survive termination shall survive, including confidentiality, limitation of liability, and intellectual property provisions.

12. Applicable Law and Dispute Resolution

The Agreement shall be governed by and construed in accordance with the laws of Finland, without regard to its conflict of laws principles.

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 Arbitration Rules of the Finland Chamber of Commerce.

• The number of arbitrators shall be one (1).
• The seat of arbitration shall be Helsinki, Finland.
• The language of arbitration shall be Finnish if Customer has a registered office in Finland; otherwise, the language of arbitration shall be English.

13. Miscellaneous

Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay results from a Force Majeure event, including but not limited to natural disasters, acts of war or terrorism, pandemics, government actions, labour disputes, utility failures, or Internet service disruptions. The affected Party shall promptly notify the other Party of the Force Majeure event and use reasonable efforts to mitigate its impact.

Entire Agreement

The Agreement, including these General Terms, the Order, and any appendices or schedules, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral.

Assignment

Neither Party may assign or transfer the Agreement, in whole or in part, without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign the Agreement without consent to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under the Agreement.

Export Control

Customer shall comply with all applicable export control laws and regulations in connection with its use of the Services. Customer shall not export, re-export, or transfer the Services to any country, entity, or person prohibited by applicable export control laws.

Notices

All notices under the Agreement shall be in writing and sent to the designated contact persons of each Party by email. Notices shall be deemed received on the business day following the date of sending, provided that the sender has not received a delivery failure notification. Each Party shall promptly notify the other Party of any changes to its designated contact persons.

Subcontracting

Supplier may use subcontractors in the performance of the Services, provided that Supplier shall remain responsible for the performance of its obligations under the Agreement. Supplier shall ensure that its subcontractors are bound by obligations no less restrictive than those set out in the Agreement.

No Waiver

No failure or delay by either Party in exercising any right, power, or remedy under the Agreement shall operate as a waiver thereof. Any waiver must be in writing and signed by the waiving Party to be effective. A waiver of any right on one occasion shall not constitute a waiver of such right on any subsequent occasion.