Rediteq General Terms and Conditions
These Rediteq General Terms and Conditions (“Agreement“) between Customer and Rediteq Oy (a Finnish company with a business ID 0832052-7, “Rediteq” or “Supplier”) set forth the terms and conditions for the use of the Rediteq Service.
IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THE FOLLOWING TERMS AND CONDITIONS. BY REGISTERING WITH THE REDITEQ SERVICE, INCLUDING BOTH PAID SUBSCRIPTIONS AND FREE TRIALS, AND/OR BY CLICKING AN “I ACCEPT” BUTTON OR BY OTHERWISE ENTERING INTO THIS AGREEMENT YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS SET OUT BELOW AND THAT YOU AGREE, AND YOU ARE AUTHORIZED, TO BIND CUSTOMER BY THIS AGREEMENT. If you do not accept or understand this Agreement, please do not use or access the Rediteq Service.
Any referral to “Agreement” shall include these Rediteq General Terms and Conditions and the documents referred to herein. In addition to these General Terms and Conditions, you agree to abide by any supplemental policies, procedures or operating rules of the Service, such as any usage restrictions and usage limits, that may be published from time to time on the Service, each of which is incorporated herein by reference.
If you wish to have a permanent copy of these General terms and Conditions, please make a local copy of these terms, or contact Rediteq for a PDF copy
- As used in the Agreement, capitalized terms shall have the meanings ascribed to such terms in the following:
- shall mean the entity having subscribed to or purchased the Rediteq Service, including any “free trial” version thereof
- “Customer Data”
- shall mean any and all Customer’s data that Customer, a Designated User or another party acting on Customer’s behalf processes, stores, generates in or submits to the Rediteq Service. Customer Data may include personal data.
- “Designated Users”
- shall mean those employees, managers, service providers, consultants, contractors and agents or other persons designated by Customer who are entitled to use the Rediteq Service under this Agreement.
- “Intellectual Property Rights”
- shall mean copyrights and other similar rights and related rights (including database and catalogue rights), patents, utility models, trademarks, trade secrets, know-how and any other form of registered or unregistered intellectual property rights as well as any applications for any of the foregoing.
- “Rediteq Service”
- shall mean the proprietary Rediteq cloud service in the form provided by Rediteq from time to time and which may be accessed and/or used either via web browser.
- shall mean Customer or Supplier (jointly the ”Parties”).
- In this Agreement the terms “controller”, “processor”, “personal data” and “processing” shall have the same meanings as set out in the Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation, “GDPR”) and shall be construed accordingly
16. REDITEQ SERVICE
- Upon the subscription of the Rediteq Service by Customer, Supplier grants to Customer’s Designated User(s), subject to the terms and conditions of this Agreement and the payment of the fees set out in the Agreement or in Supplier’s price list in force from time to time, a limited, non-exclusive and non-transferrable license to access and use the Rediteq Service as it is made available by Supplier from time to time solely for Customer’s internal use during the term of this Agreement.
- Unless otherwise expressly agreed, a separate subscription to the Rediteq Service is required for each Designated User. User credentials are personal to each Designated User and the use of Rediteq Service is not allowed by anyone other than the Designated User to whom Supplier has granted the user credentials. For the avoidance of any doubt, if two persons from Customer organization wish to access the Rediteq Service, two separate subscriptions are required.
- Customer shall not on the basis of this Agreement have any rights to modify, decompile, reverse engineer, access the source code of or transfer, assign, sublicense or distribute the Rediteq Service.
- All Intellectual Property Rights in and to the Rediteq Service are and shall at all times remain the sole and exclusive property of Supplier and/or any relevant third parties. The Rediteq Service is licensed, not sold, to Customer and Customer does not acquire any rights of ownership in the Rediteq Service. Nothing in this Agreement shall constitute a transfer of any Intellectual Property Rights of Supplier or any third party to Customer. All rights not expressly granted to Customer shall be retained by Supplier.
- Customer is responsible for acquiring any and all network, internet and telecommunications connections and all technical equipment required for using the Rediteq Service.
- Customer and Supplier may separately agree on setup, support, onsite support, consultancy and training services related to the use of the Rediteq Service and the prices applicable to such support services.
18. CHANGES TO THE REDITEQ SERVICE
- Supplier may, from time to time, under its sole discretion, modify and/or update the Rediteq Service or a part thereof. If such changes of the Rediteq Service require changes to be made to Customer’s equipment or software, Rediteq shall notify Customer of all such necessary changes at least one (1) month in advance prior to implementing such changes to the Rediteq Service. Customer is responsible for carrying out such changes to its equipment or software at its own expense. This Agreement will automatically apply to all updates, modifications or amendments to the Rediteq Service.
19. CUSTOMER DATA AND PROCESSING OF PERSONAL DATA
- Supplier uses Azure automated backup capabilities and geo-redundancies to back-up Customer Data as part of the Rediteq Service. However, Supplier does not guarantee availability of back-up functionality or back-up copies in all cases, and Customer shall be solely responsible for making backup copies of Customer Data. In the event of any loss of or damage to Customer Data, Supplier’s sole and exclusive remedy shall be for Supplier to use reasonable commercial efforts to restore the lost, altered or damaged Customer Data from the latest back-up of such Customer Data maintained by Supplier or its subcontractor.
- Customer is solely responsible for the legality, accuracy and non-infringing nature of its Customer Data and of the means by which it acquired any personal data included in its Customer Data. When submitting Personal Data to the Rediteq Service, Customer acts as controller under applicable data protection laws. Customer warrants that Customer has acquired and shall acquire any and all necessary consents from or has informed or shall inform its employees and subcontractors and other concerned data subjects, and has made and shall make any possibly required notifications to any relevant data protection authorities required in order for the Parties to legally process personal data for the purposes set forth herein in accordance with the requirements set out by applicable law. Customer shall remain fully responsible and liable for having duly complied with his statutory obligations. Customer acknowledges and agrees that it is the responsibility of the Customer to ensure that the Customer’s use of the Service complies with laws and regulations, which Customer is subject to.
- For the purposes of providing the Rediteq Service and for the purposes of this Agreement, Supplier acts as processor with regard to the personal data included in Customer Data. Supplier shall, as processor, process the personal data included in Customer Data duly and in accordance with good data protection practice as required by the GDPR. Supplier undertakes to process personal data only to the extent required to perform its duties under this Agreement and to provide the Rediteq Service and not for any other purposes, unless otherwise agreed upon. This Agreement shall be deemed to form the written instructions given by the Customer to Supplier.
- Supplier shall implement appropriate technical and organizational measures in order to protect, secure and safeguard the personal data which is processed by Supplier on behalf of Customer, including ensuring that persons to whom Supplier has provided access to Customer Data for the purposes of providing the Rediteq Service, are authorized and properly trained with a “need-to-know” and are subject to a contractual confidentiality obligation or to an appropriate statutory confidentiality obligation. Customer understands that the personal data is stored on Microsoft Azure and thus subject to Microsoft Azure international and industry-specific data security standards. Customer agrees that such measures are appropriate for the purposes of this Section. Customer is responsible for having and maintaining appropriate data security safeguards for its own data systems and communications networks. Supplier 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 security or personal data beyond the Supplier’s control nor for any damage resulting thereof.
- Supplier shall inform the Customer in writing of all security breaches to which personal data processed by Supplier on behalf of the Customer has been subject to and which Supplier has become aware of (“Personal Data Breach“),
- At the request of the Customer and against a reasonable compensation to Supplier, Supplier shall assist Customer in carrying out the requests on the fulfilment of the rights of the data subjects laid down in the GDPR. In addition, Supplier shall, against a reasonable compensation assist Customer in carrying out his obligations laid down in the GDPR, such as carrying out data protection impact assessment and prior consultation, and for such purpose, make available to Customer any information available to Supplier reasonably required and necessary for Customer to demonstrate compliance with the obligations laid down in the GDPR. Supplier shall inform Customer of all inquiries and questions of data subjects, supervisory authorities or other authorities without undue delay. Unless the Customer otherwise instructs on a case-by-case basis, Supplier shall not respond to any such requests of supervisory authorities or other authorities that relate to Supplier’s processing of personal data on behalf of Customer under this Agreement.
- Customer agrees not to submit to the Rediteq Service or use the Rediteq Service to collect, store or process, including not to, directly or indirectly, submit, store, process or include as part of Customer Data, any of the following types of sensitive data (a) Protected Health Information (as defined in the U.S. Health Insurance Portability and Accountability Act of 1996 and regulations thereunder, as amended, “HIPAA”) or similar information under other comparable laws or regulations, or (b) financial account numbers (including without limitation credit or debit card numbers, or any related security codes or passwords, bank account information, or Non-Public Information (as defined in the Gramm-Leach-Bliley Act of 1999, as amended, “GLBA”) or similar information under other comparable laws or regulations. Customer understands and acknowledges that the Rediteq Service is not configured to receive and store the types of sensitive data listed above.
- Customer retains the title and all Intellectual Property Rights in and to Customer Data. Customer grants Supplier a non-exclusive, sub licensable, transferrable, worldwide, royalty-free license and permission to use, copy, process, store, modify and otherwise exploit Customer Data for the sole purpose of providing the Rediteq Service to Customer.
- Notwithstanding what is stated elsewhere in this Agreement, Customer agrees that Supplier 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.
- Customer undertakes without delay to inform Supplier of any matters that are of relevance for Supplier to fulfil his obligations related to the processing of personal data on behalf of Customer. For avoidance of doubt it is hereby stated that Supplier shall not in any way be responsible or liable towards the Customer, data subjects or third parties for any damages or claims arising from failure of Customer in fulfilling the foregoing duty to inform or from failure of Customer in fulfilling his statutory obligations.
- Customer has the right once annually, at his own cost and against a reasonable compensation to Supplier, either by him or with assistance of a third-party auditor mandated by Customer to audit the facilities and processing activities of Supplier under this Agreement to assess the compliance of Supplier with the GDPR and this Agreement. The Parties shall separately agree in writing on the specifics of the audit. Customer is responsible for notifying Supplier of the performance of an audit thirty (30) days in advance, unless otherwise stipulated by compelling decision of the competent authorities.
- The auditor shall upon the Supplier’s request sign a customary non-disclosure agreement, and treat all information obtained or received from Supplier confidentially, and may only share the information with the Customer.
- Supplier shall allow the auditor access to its premises and data systems during the agreed time within the Supplier’s normal office hours so that the audit does not in any way compromise the security of the Supplier’s operation or services, or protection of personal data of his other customers. Whenever required by the auditor, Supplier shall provide the auditor with information, documents and other material reasonably required, and otherwise reasonably assist in carrying out the audit.
- Customer understands that the personal data is stored on Microsoft Azure. Should Customer wish to extend the audit to Microsoft Azure, such audit shall be subject to Microsoft Azure terms and conditions.
20. GENERAL RIGHTS AND RESPONSIBILITIES OF CUSTOMER
- The person signing or otherwise accepting the Agreement represents that it has the authority to bind Customer organization to this Agreement.
- Customer must:
- (i) maintain confidential and secure all identifying codes, passwords and any other confidential information relating to the Rediteq Service and the provision thereof and ensure that all Designated Users comply with the obligations set out herein. Customer shall be liable for the actions of the Designated Users as of its own actions;
- (ii) immediately inform Supplier regarding any threats or suspected threats against the security of the Rediteq Service and of any unauthorized disclosure of confidential information or personal data related to the Rediteq Service;
- (iii) prevent unauthorized access to or use of the Rediteq Service, and notify Supplier promptly of any such unauthorized access or use; and
- (iv) use the Rediteq Service only in accordance with this Agreement, applicable laws and government regulations.
- Customer warrants that Customer will not:
- (i) make the Rediteq Service available to anyone other than Designated Users;
- (ii) sell, resell, license, sublicense, distribute, rent or lease the Rediteq Service;
- (iii) use the Rediteq Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
- (iv) use the Rediteq Service to store or transmit malicious code;
- (v) interfere with or disrupt the integrity or performance of the Rediteq Service or third-party data contained therein;
- (vi) attempt to gain unauthorized access to the Rediteq Service or its related systems or networks;
- (vii) permit direct or indirect access to or use of the Rediteq Service in a way that circumvents a contractual usage limit;
- (viii) copy the Rediteq Service or any part, feature, function or user interface thereof, or create derivative works of the Rediteq Service or any part, feature, function or user interface thereof;
- (ix) modify, translate, decompile, bootleg, disassemble, or extract the inner workings of any software constituting part of the Rediteq Service, or otherwise attempt to discover the source code of any such software;
- (x) copy the look-and-feel or functionality of the Rediteq Service; or
- (xi) use any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., in connection with the Rediteq Service.
- Customer agrees that Supplier may terminate Customer’s access to the Rediteq Service immediately, if Customer is found to be in violation of this Section 6.3.
21. FEES AND PAYMENT
- As a compensation for the use of the Rediteq Service, Customer shall pay Supplier the fees set forth in Supplier’s price list in force from time to time. Unless otherwise agreed, Supplier shall charge fees monthly or annually as agreed by the Parties. Late payment interest for due but unpaid amounts shall be calculated in accordance with the Finnish Interest Act (633/1982, as amended).
- All fees and prices set out in this Agreement are net amounts and exclusive of any value-added taxes, sales or use taxes and any other taxes or levies.
- Except as otherwise expressly specified herein, payment obligations are non-cancellable and fees paid are non-refundable.
- Supplier shall have the right to adjust the fees and prices for the Rediteq Service from time to time. A change in the pricing for the Rediteq Service shall be notified by Supplier to Customer in writing at least three (3) months prior to such change taking effect. In the case Customer does not accept the price amendment, Customer shall have the right to terminate the Agreement as of the effective date of the price amendment by a written notice to Supplier which notice shall be issued at least thirty (30) days prior to the effective date of the price amendment. Any price list changes shall not apply to such subscriptions to the Rediteq Service that have already been paid for by Customer (for the avoidance of doubt, the changed price list shall be applied to any renewals of such Rediteq Service subscriptions). If Customer does not issue a termination notice as set out above, the price amendment shall be deemed to be approved by Customer.
22. INDEMNIFICATION BY CUSTOMER
- Customer shall indemnify, defend and hold Supplier harmless with respect to any and all liability, loss or damage in connection with any third party claim, demand or judgment (including but not limited to claims related to Customer Data) arising out of or relating to Customer’s use of the Rediteq Service or Customer’s breach of this Agreement.
23. NO WARRANTY
- THE REDITEQ SERVICE SHALL BE PROVIDED ON AN “AS IS” BASIS. SUPPLIER MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING THE REDITEQ SERVICE AND DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES AND REPRESENTATIONS, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, PERFORMANCE, OR SUITABILITY; OR ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE REDITEQ SERVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT THE REDITEQ SERVICE IS SUITABLE FOR THE PURPOSES FOR WHICH CUSTOMER INTENDS TO USE IT.
- SUPPLIER DOES NOT WARRANT THAT THE REDITEQ SERVICE WILL MEET OR FULFIL CUSTOMER’S REQUIREMENTS, EXPECTATIONS OR PURPOSES OF USE, OR THAT THE REDITEQ SERVICE WILL BE FREE OF DEFECTS OR ERRORS OR INTERRUPTIONS. SUPPLIER SHALL HAVE NO RESPONSIBILITY (OR RELATED LIABILITY) FOR BACKING UP CUSTOMER DATA OR ANY INFORMATION THAT CUSTOMER PROVIDES TO SUPPLIER. FOR THE AVOIDANCE OF DOUBT, SUPPLIER DOES NOT WARRANT THE CONTINUED AVAILABILITY OF THE SERVICE AND IT SHALL NOT BE LIABLE TO COMPENSATE CUSTOMER ANY DOWNTIME OF THE SERVICE. TO THE EXTENT PERMITTED BY COMPELLING APPLICABLE LAW SUPPLIER DOES NOT WARRANT THAT CUSTOMER DATA WILL BE PROTECTED AGAINST LOSS, MISUSE, OR ALTERATION BY THIRD PARTIES.
24. LIMITATION OF LIABILITY
- EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR CUSTOMER’S BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR BUSINESS OR DAMAGE OR LOSS CAUSED AS A RESULT OF INTERRUPTIONS IN BUSINESS.
- TO THE EXTENT PERMITTED BY COMPELLING APPLICABLE LAW SUPPLIER SHALL NOT BE LIABLE FOR THE DESTRUCTION OR LOSS OF CUSTOMER DATA, NOR FOR ANY DAMAGES AND EXPENSES INCURRED TO CUSTOMER AS A RESULT. SUPPLIER SHALL NOT IN ANY WAY BE LIABLE FOR CUSTOMER’S OWN USE OF THE REDITEQ SERVICE OR ANY DAMAGES OR LOSSES RESULTING THEREOF. SUPPLIER SHALL HAVE NO LIABILITY ARISING OUT OF ANY UNAVAILABILITY OF THE REDITEQ SERVICE.
- SUPPLIER ACCEPTS NO LIABILITY WHATSOEVER FOR ANY PROBLEMS CAUSED BY NETWORK CONNECTIONS OR ELECTRICITY SUPPLY, OR ANY OTHER PROBLEMS RELATING TO ANY SERVICE OR PRODUCT PROVIDED BY ANY THIRD PARTY SERVICE PROVIDER.
- SUPPLIER’S AGGREGATE MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED FIFTY (50) PER CENT OF THE FEES ACTUALLY PAID BY CUSTOMER TO SUPPLIER FOR THE REDITEQ SERVICE DURING THE LAST SIX (6) MONTHS IMMEDIATELY PRECEDING THE RECEIPT OF THE CLAIM FOR DAMAGES.
- THE LIMITATIONS SET FORTH IN THIS CLAUSE 10 WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
- NOTWITHSTANDING THE ABOVE IN THIS CLAUSE 10, NEITHER PARTY SEEKS TO EXCLUDE OR RESTRICT ITS LIABILITY FOR ANY MATTER IN RESPECT OF WHICH, BY LAW, IT IS NOT PERMITTED TO RESTRICT ITS LIABILITY, SUCH AS LIABILITY FOR DAMAGE CAUSED BY GROSS NEGLIGENCE OR INTENT.
- The Parties each undertake and agree to keep confidential the other Party’s confidential information including but not limited to technical, financial and commercial information (hereinafter referred to as “Confidential Information”), unless such Confidential Information is required to be disclosed in order to comply with the obligations set out in this Agreement. The Parties are also liable to ensure that those of its employees and subcontractors who have access to the information, are bound by a similar confidentiality obligation.
- The obligations set forth herein regarding Confidential Information shall not apply to information which is:
- (i) in the public domain other than by a breach of this Agreement on the part of the receiving Party;
- (ii) rightfully received from a third party not bound by any obligation of confidentiality;
- (iii) rightfully known to the receiving Party, as shown by the records of the receiving Party; or
- (iv) required to be disclosed by law or an authority decision or by a court of competent jurisdiction.
26. TERM AND TERMINATION
- This Agreement commences on the date Customer first accepts it and continues until the purchased subscription to use the Rediteq Service hereunder has expired or has been terminated.
- Unless otherwise agreed, the term of the subscription is one (1) year. The purchased subscription will automatically renew for additional period equal to the expiring subscription term or one (1) calendar year (whichever is shorter), unless either Party gives the other notice of non-renewal at least thirty (30) calendar days before the end of the subscription term.
- Supplier may from time to time enable “free trial” to use the Rediteq Service. If Customer registers for a free trial, the license to access and use the Rediteq Service will terminate at the end of the free trial period unless Customer purchases a subscription to the Rediteq Service prior to the expiry date. ANY DATA ENTERED INTO THE REDITEQ SERVICE MAY BE PERMANENTLY DELETED UPON THE EXPIRATION OF THE FREE TRIAL UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL BEFORE THE END OF THE TRIAL PERIOD.
- Supplier may upon Customer’s request provide reasonable termination assistance for a maximum of one (1) month after the termination of this Agreement, such termination assistance being assistance in the transfer of Customer Data from the Rediteq Service to a new service substituting the Rediteq Service. Supplier shall have the right to charge Customer for the termination assistance in accordance with the Supplier’s price list in force from time to time. Customer shall have the right to reimburse any and all out of the pocket expenses of Supplier related to termination assistance. This Section 12.4 does not apply to free trials.
- A Party may terminate this Agreement with immediate effect if the other Party materially breaches the provisions of this Agreement and fails to correct the breach within fourteen (14) days of having received written notice of the breach. Customer acknowledges that a failure by Customer to pay the fees set forth in this Agreement shall constitute a material breach of this Agreement and Customer acknowledges that Supplier may cease to provide the Rediteq Service to Customer due to such failure by Customer without prior notice.
- Supplier may terminate this Agreement with immediate effect, in whole or in part, if Customer becomes bankrupt, liquidated or insolvent or enters any proceedings in this regard which can reasonably be considered to weaken its ability to make payments.
- If this Agreement is terminated by Customer due to a material breach by Supplier in accordance with Section 12.5, Supplier will refund Customer any prepaid fees covering the remainder of the term of the subscription after the effective date of termination. If this Agreement is terminated by Supplier in accordance with Section 12.5 or 12.6, Customer is liable to pay any unpaid fees covering the remainder of the subscription term. Unless otherwise set forth above, any fees paid are non-refundable.
- Upon expiry or termination of the Agreement, Customer shall immediately cease using the Rediteq Service, and all licences and rights granted by Supplier to Customer under this Agreement are revoked. Upon expiry or termination of this Agreement, Customer shall promptly return any possible Confidential Information of Supplier.
- Within reasonable time from the expiry or termination of the Agreement, Supplier shall destroy or anonymize Customer Data (including personal data processed by Supplier on behalf of the Customer). Upon the Customer’s request Supplier shall return to Customer the Customer Data (including personal data processed by Supplier on behalf of the Customer) electronically in a structured form, as well as destroy all existing copies of such Customer Data. Supplier may charge for the return of Customer Data to Customer. Notwithstanding anything in this Agreement, Supplier shall have the right to retain copies of Customer Data to the extent that EU or Finnish law requires storage of the copies of data and not be required to delete copies of the personal data from its backup servers until such time that the backup copies are scheduled to be deleted.
- The provisions of this Agreement which by their nature reasonably should survive the termination or other expiration of this Agreement shall survive any expiration or termination of this Agreement.
- Reference Use. Rediteq may use general information (such as the name and/or logo) of Parties to this Agreement in its marketing of the Rediteq Service pursuant to good business practises and reasonable guidelines submitted by the relevant Party from time to time.
- License by Customer to Use Customer’s Feedback. Customer grants to Supplier a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Rediteq Service any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Designated User(s) relating to the Rediteq Service.
- Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of Finland, excluding its conflict of laws or private international law provisions and the UN Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, shall be attempted to be amicably settled through negotiations between the Parties for a period of thirty (30) days and failing the same, shall be finally settled in arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce of Finland by one (1) arbitrator. The arbitration shall take place in Helsinki, Finland and shall be conducted in the English language. The award of the arbitration shall be final and binding on both Parties. Notwithstanding the above, Supplier may always institute legal action in the District Court of Helsinki against Customer and is entitled to seek equitable and/or injunctive relief in any court of law. Moreover, each Party may seek to enforce an arbitration award in any court of law.
- Each Party agrees to the applicable governing law above without regard to choice or conflicts of legal rules, and to the exclusive jurisdiction of the applicable arbitration body and courts above. 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.
- Subcontractors. Each Party shall have the right to subcontract its obligations under this Agreement. Each Party shall ensure that his subcontractor shall comply with the provisions of this Agreement. Each Party shall be liable for the actions of its subcontractors as for its own. Upon a separate request of the Customer, Supplier shall provide information to the Customer on the subcontractors used by the Supplier in connection with the provision of the Rediteq Service.
- Force Majeure. A Party shall not be deemed to be in breach of this Agreement as long as its failure to perform any of its obligations hereunder is caused solely by labour disturbance, fire, act of war or nature, information network or telecommunication network malfunction, government order or any other, similar cause beyond the Party’s reasonable control. If such event persists for over one (1) month, a Party may terminate this Agreement immediately upon written notice to the other Party.
- Assignment. Unless expressly agreed otherwise herein, neither this Agreement, nor any interest hereunder shall be assignable by Customer without the prior written consent of the Supplier. Supplier shall be entitled to assign and transfer this Agreement to an affiliate or third party or as a part of a sale of its business operations pertaining to this Agreement or a part thereof.
- Amendments. Supplier is entitled to amend the Agreement and any appendices including without limitation the fees charged for the Rediteq Service by providing Customer with a one (1) month prior written notice to Customer’s email address. If Customer does not accept the change made by Supplier to this Agreement or its appendices, Customer has the right to terminate the Agreement by notifying Supplier thereof in writing at least two (2) weeks prior to the effective date of such change.
- Independent Contractors: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
- No waiver. A failure by any Party at any time or times to require performance of any provisions of this Agreement shall in no manner affect its right to enforce the same, and the waiver by any Party of any breach of any provision of this Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or waiver by such Party of any breach of any other provision hereof.
- Entire Agreement; Drafting; Headings. This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements relating to the subject matter hereof. This Agreement shall be construed as having been mutually drafted by the Parties without regard to any actual division of responsibility in the drafting hereof. Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of the Agreement.
- Severability. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity of the remainder of this Agreement shall not be affected.
- U.S. Government Users: This Section 13.12 only applies to the U.S. Government or if you are or are acting on behalf of an agency or instrumentality of the U.S. Government. The Rediteq Software is “commercial computer software” developed exclusively at private expense. Pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, use, reproduction and disclosure of the Rediteq Software is governed by the terms of these Terms.