General Terms and Conditions

THESE TERMS AND CONDITIONS shall apply to the Services provided by the Supplier to the Customer, unless the Parties have made a separate written and signed agreement concerning the Services in question.

DEFINITIONS

The following capitalized definitions are being used. Other definitions may also be defined in the text.

"Terms and conditions” refer to these terms and conditions and the Schedules as applicable to each ordered Services and setting out general terms and conditions for the Services.

“Customer” refers to the company defined as the customer to which the Services are provided.

“Customer Personal Data” refers to personal data that the Customer or a User adds to the Service Platform or otherwise delivers to the Supplier (or its subcontractor) under these Terms and conditions.

“Error” refers to a deviation from the functionality of the Service Platform with an essential impact on the use of the Service Platform or Services, with due attention given to the system requirements communicated to the Customer by the Supplier or other breach of the Supplier’s obligations. Errors are not considered to be Errors if they are caused by the following: a) changes to the Service Platform made by the Customer; b) non-compliance with the Supplier’s instructions or the Customer breach of these Terms and conditions; or c) damage caused by the Customer or a third party.

“Intellectual Property Rights” refer to copyright related rights (including rights to databases, lists and photographs), patents, utility models, design rights, trademarks, trade names, trade or business secrets, knowhow or any other registered or unregistered intellectual property rights.

“Party” refers to the Supplier and the Customer individually (jointly referred to as “Parties”).

“Schedules” refer to the schedules attached to these Terms and conditions. 

“Service Fees” refer to the service fees that are charged by the Supplier from the Customer for the use of the Services. 

“Services” refer to all the services provided by the Supplier to the Customer at any given point in time in accordance with these Terms and conditions.

“Service Platform” refers to the technical platform used to provide the Services (for example, the Videosync video platform).

“Supplier” refers to Inderes Oyj (2277600-2, Itämerentori 2, FI-00180 Helsinki), by whom the Services are provided to the Customer.

“User(s)” refers to the Customer and/or another person who has been granted the right to use the Services and/or Service Platform in accordance with these Terms and conditions.

“Webcast Material” refers to the visual and/or audiovisual material that may be produced in the Services in connection with the Customer’s event and published in the Service Platform or otherwise in connection with the Services.

2.    OBJECT AND PURPOSE OF THESE TERMS AND CONDITIONS AND STRUCTURE

2.1    The object of these Terms and conditions is to set out general terms and conditions for the ordering and provision of the Services by the Supplier to the Customer.

2.2    The purpose of these Terms and conditions is to agree on the responsibilities and obligations of the Parties. The Parties can separately and in written agree on ordering the Services and the details of the Services as set out in clause 3.1 of these Terms and conditions.

2.3    The structure of these Terms and conditions is following:
1)    These Terms and conditions 
a.    Schedule 1: Data Processing Agreement
b.    Schedule 2: Subprocessor list

2.4    In case of intended differences between these Terms and conditions and any of the Schedules, these Terms and conditions shall prevail. Also, any possible separate written agreement made between the Parties shall prevail over these Terms and conditions or certain parts of them.

2.5    The Supplier shall notify in written any changes to these Terms and conditions to any Customer’s representative of the Supplier’s choice who has been in contact with the Supplier regarding the Services and/or these Terms and conditions, unless otherwise agreed. The changes will come into effect within 30 days of the notice unless the Supplier rejects them. In such a case, any Services that have already been ordered shall be provided in accordance with the Terms and conditions agreed upon by the Customer prior to the new, rejected version of the terms and conditions. However, technical changes to these Terms and conditions that do not materially affect them, and changes caused by legislation and regulations by authorities, come into effect immediately.  

3.    USE OF THE SERVICES

Ordering the Services and agreeing on the details of the Services

3.1    The Parties can agree on ordering the Services and the details of the Services separately in written, for example, via email or via a specific ordering system. The Customer warrants and represents that their respective representative(s) who are placing orders for the Services possess full authority and proper authorization to act on behalf of the Customer in ordering the Services and agreeing to these Terms and conditions. 

User rights

3.2    Subject to payment of applicable Service Fees and compliance with these Terms and conditions, the Customer and the Users are granted a limited, non-exclusive, non-transferable and non-sublicensable right to use the Services and the outcome of the Services in the form offered to the Customer by the Supplier from time to time during the validity of these Terms and conditions. 

3.3    The Customer and the Users may not:
a)    circumvent or attempt to circumvent any usage control or anti-copy features of the Services or Service Platform;
b)    probe, scan or test the vulnerability of the Services or Service Platform;
c)    use any data mining, robots, scraping, or similar data gathering or extraction methods;
d)    use bots or other automated methods to use the Services or Service Platform;
e)    use, copy, sell, rent, transfer, license, distribute or otherwise provide anybody with the Service Platform or Services, its contents, or parts, except if agreed separately in writing;
f)    interfere with other Users’ use of the Services or Service Platform;
g)    access the Service Platform except through the interfaces expressly provided by the Supplier;
h)    use the Services or Service Platform in violation of applicable laws;
i)    use the Services or Service Platform in breach of these Terms and conditions in ways that violate intellectual property rights, trade secrets or privacy of third parties;
j)    use the Services or Service Platform for unauthorized, inappropriate or unethical purposes or activities; or
k)    use the Services or Service Platform to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment.
l)    If the Customer orders Services where the Customer is given a service user account, the Customer shall not give their user account to third parties. The Customer is responsible for all activities carried out using the Customer’s user account in the Services.
m)    The Customer must prevent unauthorized use of their user account and keep the login information secret. The Customer must immediately notify the Supplier if the user account is being used without authorization. The Customer is responsible for any actions conducted on the Service Platform using Users’ login information. Customer must immediately inform the Supplier if any User’s login information has been used in an unauthorised manner.

The Customer’s general rights and obligations

3.4    The Customer shall follow the instructions related to the use of the Services provided by the Supplier.

3.5    The Customer shall inform the Supplier within reasonable time in writing if it detects disturbances or Errors in the Services.

3.6    The Customer shall ensure that the Users use the Services in compliance with these Terms and conditions. Misuse of the Services by the Customer or any User may lead to termination of these Terms and conditions or suspension or denial of access to the Services. However, the Supplier must notify the Customer if the Customer and/or the Users are breaching these Terms and conditions and give reasonable time to remedy the situation.

3.7    The features and functionalities of the Services and the texts displayed in the Service Platform do not constitute legal or other advice to the Customer or Users with regard to legal and other obligations. The Supplier does not guarantee that the features and functionalities of the Services fulfil the requirements set by the Customer or Users at any point in time, irrespective of whether the functionalities of the Services are used to fulfil statutory or otherwise binding obligations.

3.8    The Customer commits to assist the Supplier in planning and producing the content of the Services so that the Supplier can successfully meet its obligations hereunder. The Customer shall provide its response to all drafts, prototypes and comment requests within reasonable time in order for the Supplier to fulfil the requirements of the work schedule. However, the Supplier shall allow the Customer a reasonable time to react to the above-mentioned matters in the work schedule considering the time between the submission of the work order and the execution of the assignment.

3.9    The Customer shall provide the Supplier with material and information required for the provision of the Services (such material may include, for example, presentation material) in the agreed format and in accordance with the agreed work schedule at its own expense.

3.10    If the Customer does not provide the necessary information or material to the Supplier in accordance with the agreed work schedule, or the approval of the interim stage of production is delayed due to the Customer, the Parties shall work together to mitigate the impact of the delay.

3.11    The Customer shall be responsible for the information, instructions and materials that it gives to the Supplier, including but not limited to regarding the suitability of the Services for Customer’s purposes and that using them does not infringe third-party rights.

3.12    If the Customer is a publicly listed company, the Customer is liable for the information given to the Supplier being in line with the Securities Markets Act (746/2012, as amended), Limited Liability Companies Act (624/2006, as amended), Financial Supervisory Authority’s regulation, Nasdaq Helsinki Oy’s reporting standards and other regulations concerning listed companies.

3.13    The Customer is solely responsible for ensuring that it has all required data in its possession without undue delay after the Services have been produced by the Supplier and after the termination of these Terms and conditions, including the Customer Personal Data that the Customer needs in order to comply with legal obligations and obligations imposed on it by other third parties or the Customer itself and all other data the Customer otherwise wants to obtain. In addition, the Customer is responsible for ensuring that the Customer has copied all data it wants to retain before the termination of these Terms and conditions. The Supplier shall assist the Customer to obtain necessary data without additional fees.

3.14    The Customer is, at its own expense, responsible for any claims made on the Supplier that are made because the content the Customer publishes in the Service Platform or in connection with the Services breaches these Terms and conditions. Independent of that stated above, the Supplier always has the right to respond to such claims itself at the Customer’s expense, assuming that the Supplier has notified the Customer in advance of its intentions to handle the m

3.15    The Customer is responsible for acquiring the equipment and connections needed to use the Service Platform and for their costs, unless otherwise agreed.

3.16    The he Customer shall provide physical access and other access rights to Customer’s event facilities, systems and equipment, when necessary for the Supplier to perform the Services. The Customer is responsible for the functioning connectivity to internet in the Customer’s event facilities.

3.17    The Customer has no right to cancel the Services it has ordered or agreed to order, unless otherwise agreed in written, for example, via email.  

3.18    Right to use the Webcast Material: Unless otherwise agreed that the Webcast Material is for the Customer’s internal use only, the Parties have the right to distribute the Webcast Material to any of their stakeholders. Thus, the Supplier has the right to distribute and publish the Webcast Material in the distribution channels the Supplier (including its affiliates, for example, Inderes Oyj) uses at any given time (for example, Inderes’ website and mobile application).

4.    GENERAL OBLIGATIONS OF THE SUPPLIER 

4.1    The Supplier undertakes to ensure that the Services shall in all respects be compliant with applicable laws and regulations. 

4.2    The Supplier undertakes to provide the Services in an independent, proactive, professional and workmanlike manner, in accordance with good industry practice and in accordance with all requirements set out in these Terms and conditions.

4.3    The Supplier shall be responsible for tasks agreed to be done by it in these Terms and conditions.

4.4    The Supplier shall meet time schedules agreed between the Parties. 

4.5    The Supplier shall ensure that it has assigned enough properly qualified, educated, and trained personnel to provide the Services to the Customer.

4.6    The Supplier is responsible for coordinating work of its subcontractors, including but not limited to ensuring that information and materials delivered by the Customer are delivered to relevant individuals.

4.7    The Supplier shall provide the Customer reasonable assistance with preparing necessary documentation, policies and notices related to the Services. 

4.8    The Supplier shall answer general support requests and enquiries relating to the Services within seven (7) business days after receiving the request or enquiry. Errors and critical enquiries will be handled without undue delay.

4.9    The Supplier shall not include in the materials provided by it to the Customer any musical works, music or audiovisual material to which the Supplier does not hold all rights without a separate written consent of the Customer.

5.    CHANGES TO THE SERVICES AND WARRANTIES

5.1    The Supplier has the right to make changes to the Services and update the Service Platform without Customer’s consent provided that these changes do not negatively affect the features and functionalities of the Services.

5.2    The Supplier warrants that the Services shall conform with these Terms and conditions. 

5.3    The Supplier warrants that it is entitled to enter into these Terms and conditions and grant the rights granted to the Customer hereunder.

5.4    Other than specified above, the Supplier provides the Services on a strict ‘as is’ basis, i.e. with the functionalities available at each time without any warranty of any kind, either expressed or implied, including but not limited to the warranties of availability, non-infringement or fitness for a particular purpose. 

Availability of the Services

5.5    The Supplier has the right to interrupt the use or provision of the Services, for example, in the following situations: a) an interruption is necessary to prevent serious risks, b) an interruption is required for serious reasons related to security, c) an interruption is required due to an order issued by authorities, or d) an interruption is necessary in order to carry out emergency maintenance, updates or other changes to the Service Platform.

5.6    Interruptions in use or provision of the Services can also take place as a result of incidents related to third-party products, services, software, connections or equipment. The Supplier is not responsible for such incidents concerning third-party products, services, software, connections or equipment or for any service interruptions resulting from them.

5.7    In addition, the Service Platform may undergo necessary maintenance, during which the Service Platform will not be available to the Customer or Users. The Supplier strives to schedule normal maintenance breaks to take place outside normal business hours (Mon-Fri 9am-4pm). The Supplier shall ensure that maintenance measures and other interruptions do not cause unreasonable inconvenience regarding the use and/or provision of Services.

5.8    The Supplier shall review and take into account maintenance breaks and known interruptions to the Customer when the Parties are preparing the schedule.

6.    FEES AND PAYMENTS

Prices

6.1    The Parties shall separately agree on the Service Fees applicable to the Services, for example, via email or PMProto (specific ordering system).  If the Parties have not separately agreed on the Service Fees, the Service Fees shall be the Supplier’s general service fees used at the time of ordering the Services.

6.2    The Service Fees do not include value added tax. Value added tax and any other possible public charges imposed by authorities are added to the prices in accordance with the regulations valid at any given time.

Payment and invoicing

6.3    The Customer pays the agreed upon Service Fees to the Supplier.

6.4    Service Fees for Services that are delivered on a one-off basis (project/event) shall always be invoiced when each project or event has been delivered. The payment term of the invoice is 30 days net. 

6.5    Service Fees for Services that are delivered on a continuous basis shall be invoiced all at once and due for payment in 30 days from ordering the Services.

6.6    Late payments shall accrue interest pursuant to the Finnish Interest Act (633/1982, as amended).

6.7    The Supplier can use third party payment services to carry out payment collection.
Amendments to the Service Fees

6.8    The Supplier reserves the right to annually increase its Service Fees in accordance with the rise in the general level of prices, however, at least by 2.5 % per annum.

6.9    Service Fee increases caused by legislation and regulations by authorities or similar come into effect immediately when the increases enter into force.

7.    CONFIDENTIALITY

7.1    Each Party shall keep confidential all material and information, regardless of whether technical, financial or commercial, received in whatever form from the other Party and marked as confidential, or that should be understood to be confidential (“Confidential Information”). 

7.2    A Party shall have the right to:
a)    use and copy the Confidential Information only for the purposes of these Terms and conditions;
b)    disclose the Confidential Information only to those of its affiliates and a Party’s respective employees and advisors that need to know the Confidential Information for the purposes of these Terms and conditions.

7.3    The confidentiality obligations under this section shall not, however, be applied to any material or information:
a)    that is generally available or otherwise public, other than if it is made generally available or public through a breach of these Terms and conditions by the receiving Party;
b)    that a Party has rightfully received from a third party who is not bound by a restriction of nondisclosure or confidentiality;
c)    that was demonstrably in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto;
d)    that a Party has developed independently without using material or information received from the other Party; or
e)    that a Party must disclose pursuant to a law, decree, or other order issued by the authorities or by judicial order. 

7.4    Each Party shall cease using Confidential Information received from the other Party promptly upon termination of these Terms and conditions, at the end of provision of the Service or when the Party no longer need the Confidential Information in question for the purposes of the Service. Each Party shall, however, be entitled to retain copies required by mandatory laws.

7.5    The confidentiality obligations set out in this Section shall survive any termination or expiration of these Terms and conditions and shall remain in force during the term of these Terms and conditions and for a period of five (5) years from the termination or expiry of these Terms and conditions.

8.    INTELLECTUAL PROPERTY RIGHTS

8.1    All Intellectual Property Rights related to the Services are owned by the Supplier and/or its licensors, including but not limited to source code and other code, instructions, documents, and all other material related to the Services and Supplier’s other services.

8.2    No Intellectual Property Rights of the Supplier and/or its licensors are assigned or licensed to the Customer under these Terms and conditions, unless otherwise specifically agreed upon in these Terms and conditions.

8.3 All Intellectual Property Rights and other rights to anonymous usage and statistics data created during the Customer’s and Users’ use of the Services are owned by the Supplier.

9.    VALIDITY AND TERMINATION

9.1    These Terms and conditions shall remain in force for as long as the Customer uses the Services and the Parties have not made a separate written and signed agreement concerning the Services. The sections of these Terms and conditions that, by nature, are meant to survive the termination shall remain in force even after the termination.

9.2    However, either Party shall at any time be entitled to terminate these Terms and conditions with immediate effect after thirty (30) days from sending a written notice (for example an e-mail) to the other Party in the event of a material breach by the other Party of its obligations, which the other Party fails to remedy within that time.

9.3    Also, either Party shall at any time be entitled to terminate these Terms and conditions with immediate effect upon written notice (for example an e-mail) to the other Party in the event of insolvency event of the other Party (bankruptcy or corporate restructuring).

9.4    Regardless of the reason for termination, the termination does not exempt the Customer from the obligation to pay all Service Fees that have become due or for which the basis of payment has emerged before the date of termination. 

9.5    At the termination of these Terms and conditions, all delivered items for which the Customer has yet to pay the Supplier fall due for immediate payment. In case the termination is due reason attributable to the Supplier and the Customer has pre-paid any Service Fees for undelivered Services, the Customer has right to receive pro-rata refund of the Service Fees paid for the undelivered Services. 

10.    LIMITATION OF LIABILITY AND INDEMNIFICATION

10.1    NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL OR IMPLIED DAMAGES, FOR EXAMPLE, LOST RETURNS, UNACHIEVED PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR OTHER DAMAGES CAUSED BY LOSS OR DECREASE OF REVENUE.

10.2    THE SUPPLIER IS NOT LIABLE OR RESPONSIBLE FOR ANY THIRD-PARTY DEMANDS ARISING FROM THE CUSTOMER DISPLAYING, COPYING, OR MODIFYING THIRD-PARTY MATERIALS IN THE SERVICE PLATFORM, IN CONNECTION WITH THE SERVICES, OR IN ANY OTHER WAY USING THE SERVICES IN BREACH OF THESE TERMS AND CONDITIONS. INDEPENDENT OF THE ABOVE, THE SUPPLIER ALWAYS HAS THE RIGHT TO RESPOND TO SUCH CLAIMS ON ITS OWN AT THE CUSTOMER’S EXPENSE, ASSUMING THAT THE SUPPLIER HAS NOTIFIED THE CUSTOMER IN ADVANCE OF ITS INTENTIONS TO HANDLE THE MATTER ITSELF.

10.3    UNDER NO CIRCUMSTANCES SHALL A PARTY BE LIABLE FOR ANY REGULATORY FEES OR FINES THAT MAY BE INCURRED BY THE OTHER PARTY.

10.4    IN THE EVENT OF ERRORS, OMISSIONS, OR DELAYS, THE SUPPLIER IS ENTITLED TO BE THE FIRST TO REMEDY THE SITUATION. WHERE A PRICE REDUCTION IS JUSTIFIED, THE FEE SHALL BE REDUCED IN PROPORTION TO THE PROVEN DAMAGE SUFFERED BY THE CUSTOMER.

10.5    THE PARTIES ARE LIABLE ONLY FOR DIRECT DAMAGES CAUSED TO THE OTHER PARTY BY MATERIAL BREACHES OF THESE TERMS AND CONDITIONS. THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE CUSTOMER UNDER THESE TERMS AND CONDITIONS WITHIN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

10.6    THE LIMITATIONS OF LIABILITY SET OUT IN THIS SECTION SHALL NOT APPLY TO (I) CLAIMS CONCERNING THE BREACH OF SECTION 8 (INTELLECTUAL PROPERTY RIGHTS), (II) LOSSES OR DAMAGES CAUSED BY A BREACH OF THIRD-PARTY RIGHTS, OR (III) LOSSES OR DAMAGES INCURRED AS A RESULT OF THE OTHER PARTY’S INTENTIONAL ACTION(S), WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

11.    ASSIGNMENT

11.1    The Parties shall not be entitled to assign any of its rights or obligations hereunder in whole or part without the other Party’s prior consent.

11.2    Notwithstanding the aforesaid, the Supplier shall have the right to assign or transfer the Agreement, and any of its rights or obligations under the Agreement, in whole or in part, without the prior consent of the Customer to any Affiliate of the Supplier or to a third party acquiring all or substantially all of the assets of the business which the Agreement pertains to.

12.    APPLICABLE LAW AND DISPUTE RESOLUTION

12.1    Finnish law is applied to these Terms and conditions, apart for regulations concerning conflict of laws.

12.2    The Parties seek to resolve any possible disputes in amicable negotiations. If the negotiations do not lead to settlement within 30 days of the date the dispute first arose, any dispute, controversy or claim arising out of or relating to these Terms and conditions, 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 language of the arbitration shall be Finnish. However, evidence may also be submitted in English. The seat of arbitration shall be Helsinki, Finland. The number of arbitrators shall be one (1).

13.    REFERENCE RIGHT

13.1    The Supplier has the right to use the Customer’s name and logo as a reference for promotional purposes after it has received a written consent from the Customer. However, these Terms and conditions shall not be deemed as such consent. 

13.2    However, any distribution of content or material in connection with the Services (for example, distributing webcast or audiocast material) by the Supplier shall not be seen as using the Customer’s name and logo as a reference for promotional purposes.

14.    FORCE MAJEURE

14.1 A strike, bomb, fire, fire alarm, natural catastrophe, telecommunications failure (for example, failure in services provided by Google), power outage, prolonged break-down of transport, order of an authority or any other force majeure independent of a Party shall release the Party from fulfilling its obligations regarding these Terms and conditions until the prerequisites of fulfilling their obligations have been reconstituted. A force majeure faced by the Party’s subcontractor also releases the Party from any responsibility.

14.2 The Party facing the force majeure is obliged to notify about it in writing without undue delay to the other Party.

14.3    Both Parties have the right to terminate this Terms and conditions if fulfilling it due to a continued force majeure is delayed by more than thirty (30) days.

15.  SEVERANCE

15.1 If any provision of these Terms and conditions is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of these Terms and conditions shall remain in full force and effect. 

Something Powerful

Schedule 2: Subprocessor list

In this Schedule, there are listed all subprocessors the Supplier uses in its services, regardless of the Services the Customer has agreed to order and the Supplier to provide in this Agreement. Thus, the relevant subprocessors are those that are listed under the same title of the services as those identified in the Order Form.

Subprocessors in Event Service and DIY Event Service

Optional Event Service and DIY Event Service components/features and their subprocessors

Subprocessors in Share Tool Service, IR Website Service, DIY IR Website Service and Release Distribution System Service

General Terms and Conditions revision history:

• ver 1.0 published, February 8, 2024