Terms of Delivery

TERMS OF DELIVERY

General terms of delivery from 24 May 2023

1. SCOPE

Application of delivery terms

These terms of delivery apply to all contracts between Joiqu.com / Valley Bros. Oy ("Supplier") and the Customer regarding software services delivered via the data network, other services and products offered by the Supplier or their use, unless otherwise expressly agreed in writing between the Customer and the Supplier.

Definitions

"Service" or "Services" mean the software services provided by the Supplier to the Customer via the data network. The services may also include other software services and other services provided by the Supplier. If necessary, the content of the services is described in more detail in separate service descriptions ("Service Description"), which the Supplier is entitled to update from time to time.

"Customer" means the customer ordering the Service from the Supplier with a separate contract or order.

"Parties" means the Supplier and the Customer.

"Customer's material" means information or material transferred by the Customer to the software service or otherwise handed over or made available to the Supplier for the software service on behalf of the customer, or other information or material defined by the contracting parties as customer material.

"Agreement" means the agreement between the Parties for the production or delivery of Services to the Customer.

2. CREATION AND TRANSFER OF THE AGREEMENT

The agreement is formed when the Parties have entered into a relevant agreement, when the Customer has placed an order for Services that the Supplier accepts, or when the Customer has otherwise started using the Supplier's Services in a manner approved by the Supplier.

The customer has the right to transfer the Agreement to a third party by notifying the Supplier of the transfer. In this case, the supplier is entitled to charge a fee for the transfer of the contract in accordance with its valid price list.

The Supplier may transfer the Agreement to a third party as part of a possible business arrangement by notifying the Customer in writing within a reasonable time of the completion of the transfer.

3. DELIVERY, PRODUCTION AND USE OF THE SERVICE

The Supplier is obliged to deliver the Service at the agreed time, or if no time has been agreed, within a reasonable time from the accepted receipt of the order.

The Customer has the obligation to contribute to the best of its ability to the delivery of the Service and possible access to the Customer's information systems.

The customer is responsible for acquiring and operating the equipment, connections and software they need to use the Service. The customer is responsible for the protection of his information system and for his telecommunications and other similar costs related to using the Service. The Customer is responsible for bringing the Customer's devices, connections, software and information systems into compliance with the operating environment requirements provided by the Supplier, and for the suitability of the software service for the customer's purpose of use.

The supplier is responsible for ensuring that the tasks for which it is responsible are carried out in accordance with the Agreement, carefully and with the professionalism required by the tasks.

The Supplier provides the Service in accordance with the Agreement.

The Service's instructions for use and their updates are available to the Customer online in connection with the Service.

The supplier has the right to produce the Service in the way he sees fit. The Supplier has the right to change factors related to the technology and use of the Service and to update information systems and software and to use subcontractors.

The Supplier grants the Customer the right to use the Service. The Service and the equipment, software, documents and other material provided with usage rights in connection with it must be used in accordance with the instructions given by the Supplier and only for the purpose agreed in the Agreement and/or specified in the Service description.

The Services include tasks related to the training of the customer's personnel and the implementation of the Services only to the extent that they have been agreed upon in writing.

Any defects of the supplier's own systems and servers in connection with the production of the Service will be corrected without undue delay. The supplier has the right to interrupt the production of the Service due to installation, modification, or maintenance procedures of the telecommunications network, or due to a security threat to the software service, or if this is required by law or official regulation. If the Supplier interrupts the production of the software service, the Supplier informs the customer about the interruption and the duration of the interruption well in advance, or if this is not reasonably possible, without delay after the Supplier has received information about the matter in question.

The Supplier has the right, without consulting the Customer, to block the Customer's access to the Service if the Supplier reasonably suspects that the Customer is overloading or using the Service in a way that endangers the production of the Service for other users. The supplier must, without undue delay, inform the customer of the reasons for blocking access and try to limit the interruption to as short as possible.

The Supplier is not responsible for the content or functionality of the data or other information obtained by the Customer when using the Service through the intermediaries of the information network, nor for the resulting disturbances. The Supplier is not responsible for interference or unauthorized use of the Customer or the information system coming from the information network or from anywhere else, attempted unauthorized use or any similar or other similar matter. The supplier is not responsible for errors by third parties.

The Customer must take care of backing up the data and e-mails stored by the Customer through the Service. The supplier backs up the data in accordance with the Service Description. Unless otherwise agreed, the Service is not intended as an actual data warehouse. The Supplier is under no circumstances responsible for the loss of the Customer's material or other data, for example due to equipment damage or natural disasters or due to a surprising circumstance or force majeure beyond the Supplier's control, as defined in the Terms of Delivery below.

The Supplier has the right to disclose its information about the Customer within the limits permitted and required by the applicable legislation.

4. LIMITED WARRANTY AND INDEMNIFICATION

The Supplier is responsible for ensuring that the Service works in accordance with the Agreement and Service Description.

The supplier's responsibility for an error or deficiency in the Service is limited to correcting or removing the error or deficiency within a reasonable time, or to replacing it with another Service with equivalent functionality.

If the error or deficiency cannot be corrected or replaced and the error is substantial, the customer's right to compensation is limited to the right to terminate the Agreement in accordance with the terms of the agreement.

The supplier is only liable for damages for direct damages that are proven to be caused by its own intentional or grossly negligent conduct. The supplier is therefore not liable under any circumstances for indirect or otherwise unforeseeable damages. The Supplier's liability in all situations is always up to a maximum of one (1) month of the Supplier's Customer's fixed, Service-specific monthly payments, or in the case of partial delivery, at most the amount corresponding to the partial delivery.

Damage compensation must be demanded from the Supplier within one month after the error that is the basis for the damage compensation was discovered or should have been discovered, or in cases of delay from when the delivery should have taken place.

The customer is responsible for the use of their usernames and to keep their passwords in such a way that they do not become known to outsiders. The customer, on behalf of the holders of their user IDs, is responsible for the actions performed with the user IDs. The Customer is obliged to return all of the Supplier's property, including the user ID, to the Supplier and to stop using the Supplier's intellectual property rights without delay after the termination of this agreement, for whatever reason.

The customer is responsible for the usage rights of the material he uses and the resulting compensations. The customer is also responsible for the correctness of the information they provide and the costs caused by correcting incorrect information. If the Customer were to use the service for illegal or unethical activities, such as e.g. spamming, the Customer is fully responsible for all damages caused to the Supplier and third parties. The customer uses the service at his own risk and is responsible for his actions when using the service.

The customer does not load the Supplier's servers by keeping more information than is limited in the service package or by otherwise using them contrary to the service package.

The Customer releases the Supplier and its employees from all possible sanctions that may be caused by the Customer's actions or activities on the Internet or otherwise based on this service.

Joiqucom Oy is neither responsible nor liable for expenses, damages or other costs resulting from the following events: i) conditions for using the service that are the customer's responsibility: internet connection, data connection, software, information security software, or other similar; ii) about the information or content that the customer has stored in the service, or about their correctness and usability; iii) unauthorized use of the service or its attempt; iv) for compensation according to the right of use, license or terms of service of software manufactured or produced by third parties; and v) from disruptions or interruptions in the telecommunications network.

What is said in these Terms of Delivery exhaustively regulates the Supplier's liability for breach of contract and the Supplier's liability for damages.

5. PAYMENTS

The customer pays the supplier for the service and its use according to the agreed or valid price list. The customer is obliged to pay value added tax and other possible charges. While the agreement is in force, the parties can agree on increasing the capacity of the service and the related prices. The customer pays the possible delivery fee and usage fee in accordance with the price list valid at any given time. Invoicing takes place with agreed billing periods in advance. The customer relationship and billing period begins with the receipt of the order or delivery of the system.

If the overdue payment has not been made, the Supplier has the right to prevent the use of the service until the payment is made again. A new opening fee is charged for resuming use.

Invoices are paid on the due dates specified in them. If the payment is late, the Supplier has the right to charge late payment interest for the period after the due date according to the Interest Act. The supplier charges a reasonable compensation for each payment request sent.

The supplier has the right to change the price and price structure of the Service. The supplier has the right to change its service price list based on the invoicing period by notifying it at least 30 days before the change takes effect. If the customer does not terminate the contract, the changed prices will take effect on the agreed date. If the service includes services or features provided by third parties, such as subcontractors or licensors, and those parties change their pricing, Supplier has the right to change its pricing accordingly.

The payment obligation begins on the date of delivery of the service, or within the framework of the date agreed in the contract. The payment obligation ends when the termination period of the contract ends. Supplier invoices the customer according to the billing periods defined by Supplier. The payment term is 14 days net from the date of the invoice. Interest on late payment is paid in accordance with the Interest Act. More in section 11, Termination of Service.

The Supplier has the right to develop and change the Service. The Supplier will inform the Customer of such changes in advance. The Customer is responsible for any costs incurred by the Customer as a result of such changes.

The Supplier has the right to change the pricing if the service load caused by the Customer deviates significantly from the agreed or otherwise usual load.

6. RIGHTS AND CUSTOMER DATA

All intellectual property rights and copyrights to the Services, changes made to them or related material belong to the Supplier or a third party.

The ownership of the customer's material and the intellectual property rights of the material belong to the customer or a third party.

The Supplier has the right to use the Customer's material only for the purpose specified in the contract.

The Customer is responsible for the Customer's material and that the Customer's material or its use does not violate the rights of a third party or the legislation in force at any given time.

Unless otherwise agreed in writing, the Supplier will hand over the Customer's material to the Customer within 30 days of the customer's written request. The customer's material is handed over in a commonly used electronic format. The supplier has the right to charge for the collection, processing and transfer of data in accordance with the charging criteria of the supplier's price list valid at any given time. The Supplier's obligation to store the Customer's material ends 60 days after the end of the contract, after which the Supplier has the right to destroy the Customer's material at its own expense. The Supplier has the right to destroy or keep the Customer's material to the extent that the Supplier is obliged to do so based on the law or an official order.

7. INFRINGEMENT OF INTELLECTUAL RIGHTS

The supplier is responsible for ensuring that the Service does not infringe the intellectual property rights of a third party in the agreed country of delivery or use. Unless otherwise agreed in writing, the agreed country of delivery and use is Finland. The customer is responsible for the aforementioned aspects regarding his own material.

The Supplier is obliged to defend the Customer at its own expense if a claim is made against the Customer that the Service infringes the intellectual property rights of a third party in the agreed country of delivery or use, provided that the Customer immediately informs the Supplier in writing of the claim and allows the Supplier to use the defendant's right to speak and gives the Supplier, at the Supplier's request and expense, all available necessary information and assistance and necessary authorizations. The Supplier is responsible for paying the awarded or agreed compensation to the third party if the Customer has proceeded in accordance with the above.

If the Supplier justifiably believes, or in court proceedings, that the Service infringes the intellectual property rights of a third party in the agreed country of delivery or use, the Supplier has the right and obligation, at its own expense and at its option, to either (a) obtain for the Customer the right to continue using the software service, (b) replace it with a corresponding service in accordance with the Agreement or (c) modify the Service in such a way that the infringement ceases and the modified Service is still in accordance with the agreement. If none of the aforementioned options are possible for the Supplier under reasonable conditions, the customer must stop using the software service at the Supplier's request, and the Supplier must refund the price paid by the customer for the use of the software service, minus the portion corresponding to the actual usage time.

However, the Supplier is not responsible for a claim that (a) is made by a party that has control over the Customer or over which the Customer has control as defined in the Accounting Act; (b) is due to a change made by the Customer to the Service or failure to follow the instructions given by the Supplier; (c) is caused by using the Service together with a product or service other than that delivered or approved by the Supplier, or (d) could have been avoided by using a product or Service in accordance with the Agreement corresponding to the delivery object that has been made public and offered by the Supplier for the Customer's use without a separate charge.

The supplier's liability for infringements of the intellectual property rights of the delivery object is limited to what is agreed in this section 8.

8. FORCE MAJEURE

The party is not responsible for delay or damage caused by an obstacle beyond the party's control, which the party cannot reasonably be expected to have taken into account at the time of entering into the agreement, and the consequences of which the contracting party could not have reasonably avoided or overcome either. The concept of force majeure is interpreted and understood in the interpretation of the Terms of Delivery as what it means in a generally broad sense.

The party must immediately notify the other party in writing of the force majeure and the cessation of the obstacle.

9. VALIDITY

The agreement is valid until further notice, unless otherwise agreed in writing. Termination takes effect after the end of the billing period. If the termination occurs later than 1 month before the start of the new invoicing period, the termination will take effect after the end of the new invoicing period. The supplier has the right to collect service fees until the end of the notice period. Service fees already paid will not be refunded.

The supplier may terminate the contract if the Customer has failed to pay an overdue payment and the delay has continued for 28 days from the due date of the unpaid invoice, the Customer's assets have been ordered to be handed over to bankruptcy or liquidation, the Customer has been sentenced to have no reserves in a seizure, the Customer disrupts other online traffic, or the Customer uses the service illegally or in a good manner against the activity. Action against good manners is considered, for example, if the Customer's actions can be considered as spreading spam.

10. TERMINATION OF SERVICE

The service can be terminated by the Supplier without separate notification. When the subscriber terminates the Service, the notice period is 1 month, however, within the order period, such that the notice takes effect after the end of the then billing period (billing period of 1, 3, 6 or 12 months).

The contract period is agreed upon in the contract. Unless otherwise specified, a fixed-term contract is valid indefinitely within the billing period, unless it is terminated no later than one month (1) before the end of the contract period. If the customer terminates the contract, the fees paid in advance will not be returned. Fees related to the introduction of the service (installation, orientation or training fees) are not refunded.

Supplier has the right to terminate the contract immediately if: i) the customer materially breaches the contract and does not remedy the breach within a reasonable time after notification by Supplier; ii) the customer has not paid the overdue payment within 14 days of the notice being sent to the customer; iii) the customer is insolvent; iv) Supplier ceases its operations or a significant subcontractor ceases its operations or is unable to deliver the service.

Termination must be done in writing. Termination by Supplier does not terminate the customer's obligation to pay fees until the end of the contract period.

It is the customer's responsibility to copy, print or otherwise store the information they have stored in the service before the end of the contract period. After the end of the contract period, Supplier can remove the customer's information from the service and Supplier is not obliged to return this information.

This service description was published on February 1, 2018 and is valid until further notice.

11. CONFIDENTIALITY AND USE OF REFERENCES

In connection with the agreement, the Parties may receive from each other commercial or technical information that falls within the scope of the other's trade secret or to which the latter has an intellectual property right. The supplier's trade secrets include all development materials, applications and final results related to contract or tender documents and services. Without the other Party's written consent, the Parties do not have the right to use the information they have received in their own or their own interests' business or any other activity. The privileged group includes the companies belonging to the same group as the Party and the persons belonging to its decision-making bodies, together with their close associates and related companies. The party may not reveal the information it has received or hand it over to outsiders. Only the use of information necessary to fulfill the Agreement is permitted. This condition must also be followed after the end of the Agreement.

For the sake of clarity, it is stated that the Supplier has the right to freely use the know-how accumulated in the contractual relationship in its business, for example in the development of the Services.

In addition, the Supplier has the right to mention the Customer's name and to speak generally about the quality of the delivery when marketing its services, unless the Customer has expressly forbidden it.

12. OBLIGATION TO GIVE EFFECT UPON TERMINATION OF THE AGREEMENT

At the end of the contract, the Supplier has the obligation to reasonably contribute to the transfer of the delivery of the Service to another supplier. Unless otherwise agreed in writing, the obligation to contribute ends when 3 months have passed since the end of the contract. In services related to the Supplier's contribution obligation, the prices according to the Supplier's price list valid at any given time are observed.

The supplier does not have the obligation to contribute as referred to in section 12.1, if the contract is terminated due to a material breach of contract by the customer. However, the supplier has the obligation to contribute as referred to in section 12.1 also in the situation referred to in section 10.2 above, if the customer makes his overdue payments to the supplier and sets an acceptable guarantee for future payments.

13. APPLICABLE LAW AND DISPUTES

Disputes arising from this contract will be dealt with in the district court of the supplier's domicile. Finnish law applies to this agreement and the settlement of disputes arising from it. The supplier reserves the right to change these contract terms and prices. Changes will be notified to the customer at least three (3) months in advance.

14. VALIDITY OF DELIVERY TERMS AND MODIFICATION OF TERMS

These Terms of Delivery come into force when they are published in connection with the delivered Service and are valid until further notice. The terms of delivery replace all of the Supplier's previous general service contract and terms of delivery, as well as any other agreements between the Parties.

The Supplier may unilaterally change these Terms of Delivery later without notifying the Customer in advance.