1.1 In these Conditions the following definitions apply:

Affiliate                                                                                means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Applicable Law                                                                  means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national or international in any relevant jurisdiction;

Bribery Laws                                                                       means all Applicable Laws in connection with bribery or anti-corruption;

Business Day                                                                       means a day other than a Saturday, Sunday, public holiday or UK bank holiday;

Conditions                                                                           means the Supplier’s terms and conditions of supply set out in this document;

Confidential Information                                              means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

Contract                                                                                means the agreement between the Supplier and the Customer for the supply and purchase of Services incorporating these Conditions and including all their respective attachments and annexures;

Control                                                                                  means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls, Controlled and under common Control shall be construed accordingly;

Customer                                                                             means the named party in the Contract which has agreed to purchase the Services from the Supplier and whose details are set out in the Proposal;

Data Protection Laws                                                      means, as binding on either party or the Services:

(a) the GDPR;

(b) any laws which implement any such laws; and

(c) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

Documentation                                                                 means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services;

Force Majeure                                                                   means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract, including but not limited to an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption, acts of terror, sabotage or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

GDPR                                                                                     means the EU General Data Protection Regulation 2016/679 and/or the UK GDPR;

Intellectual Property Rights                                         means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future;

(e) to which the relevant party is or may be entitled, and

(f) in whichever part of the world existing;

IPR Claim                                                                              has the meaning given in clause 11.1;

Modern Slavery Policy                                                   means the Supplier’s anti-slavery and human trafficking policy in force and notified to the Customer from time to time;

Proposal                                                                               means the proposal for the Services from the Supplier;

Personal Data                                                                     shall have the meaning given to it in applicable Data Protection Laws from time to time;

Price                                                                                       has the meaning set out in clause 3.1;

Protected Data                                                                   means Personal Data received from or on behalf of the Customer in connection with the performance of the Supplier’s obligations under the Contract.

Services                                                                                means the Services set out in the Proposal and to be performed by the Supplier for the Customer in accordance with the Contract;

Supplier                                                                                means any Affiliate(s) of the Clevry Group

Supplier Personnel                                                          means all employees, officers, staff, other workers, agents and consultants of the Supplier, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; and

Contract term                                                                    Unless otherwise stated in the Contract, the term is 12 months, with an automatic renewals for subsequent terms;

1.2 In these Conditions, unless the context requires otherwise:

1.2.1 a reference to the Contract includes these Conditions, and their respective schedules, appendices and annexes (if any);

1.2.2 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.3 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.5 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.6 words in the singular include the plural and vice versa;

1.2.7 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.8 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;

1.2.9 without prejudice to the provisions of clause 13, a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract;

1.2.10 without prejudice to the provisions of clause 13, a reference to legislation includes all subordinate legislation made from time to time under that legislation;

2. Application of these conditions

2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, proposal, confirmation/acceptance of proposal or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.

2.3 No variation of these Conditions or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Supplier and the Customer respectively.

2.4 Each Proposal accepted by the Customer shall be an offer to purchase Services subject to the Contract including these Conditions.

2.5 If the Supplier is unable to perform any work set out in the Contract, it shall notify the Customer in writing as soon as reasonably practicable.

2.6 The offer constituted by a Proposal shall remain in effect and be capable of being accepted by the Supplier as defined in the Proposal, after which time it shall automatically lapse and be withdrawn.

2.7 In the event any modification or variation is sought by the Customer, the Supplier may, at its discretion, accept or reject any Proposal modified/varied by the Customer. A modified Proposal shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:

2.7.1 the Supplier’s written acceptance of the same modified/varied Proposal; or

2.7.2 the Supplier performing the Services or notifying the Customer that they are ready to be performed (as the case may be).

2.8 Rejection by the Supplier of a modified/varied Proposal, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

2.9 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Customer.

2.10 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

3. Price and payment

3.1 The price for the Services shall be as set out in the Contract.

3.2 The Prices are exclusive of:

3.2.1 VAT (or equivalent sales tax); and

3.2.2 insurance, and all other related charges or taxes.

3.3 The Customer shall pay any applicable VAT to the Supplier on receipt of a valid VAT invoice.

3.4 The invoicing party can be any of the Supplier’s Affiliates.

3.5 If government measures, taxes or other payments increase the costs of providing the service, the Supplier reserves the right to immediately revise the contract prices with corresponding increases.

3.6 When renewing the Contract, the price for the following term will be determined according to the price list valid at the renewal date.

4. Performance

4.1 The Services shall be available to the Customer on the date(s) specified in the Contract, or otherwise agreed in writing.

4.2 The Supplier shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are indicative only.

4.3 The Supplier shall not be liable for:

4.3.1 any delay caused by the Customer; or

4.3.2 Force Majeure.

5. Warranty

5.1 The Supplier warrants that, the Services shall:

5.1.1 conform in all respects to their description;

5.1.2 be free from material defects;

5.1.3 be supplied with reasonable care and skill;

5.2 The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.

5.3 As the Customer’s sole and exclusive remedy, the Supplier shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 5.1, provided that:

5.3.1 the Customer serves a written notice on the Supplier not later than five Business Days from performance in the case of defects discoverable by an inspection; and

5.3.2 such notice specifies that some or all of the Services do not comply with clause 5.1 and identifies in sufficient detail the nature and extent of the defects; and

5.3.3 the Customer gives the Supplier a reasonable opportunity to examine the claim of the defective Services.

5.4 The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.

6. Anti-bribery

6.1 Each party shall comply with applicable Bribery laws and Supplier’s Code of Conduct.

6.2 Any breach of this clause 6 by the Customer shall be deemed a material breach of the Contract that is not remediable and shall entitle the Supplier to immediately terminate the Contract by notice under clause 15.1.1.

7. Anti-slavery

7.1 Each party shall comply with applicable anti-slavery laws and Supplier’s Code of Conduct.

7.2 Any breach of clause 7 by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect.

8. Indemnity and insurance

8.1 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.

8.2 The Customer shall have in place contracts of insurance with reputable insurers by agreement in writing with the Supplier to cover its obligations under these Conditions. On request, the Customer shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Customer shall on request assign to the Supplier the benefit of such insurance.

9. Limitation of liability

9.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 9.

9.2 Subject to clauses 9.5 and 9.6, the Supplier’s maxim liability (howsoever arising, including negligence) for each claim or series of connected claim arising under or in connection with the Contract shall not exceed the aggregate sums received by the Supplier from the Customer in respect of the Price in the last 12 months of the Contract prior to the cause of action giving rise to the damages. In all circumstance such liability shall not exceed the sum of € / $ / £ 25,000 (EUR for EU and EEA customer, USD for North American customers, GBP for UK and international customers).

9.3 Subject to clauses 9.5 and 9.6, the Supplier shall not be liable for consequential, indirect or special losses.

9.4 Subject to clauses 9.5 and 9.6, the Supplier shall not be liable for any of the following (whether direct or indirect):

9.4.1 loss of profit;

9.4.2 loss or corruption of data;

9.4.3 loss of use;

9.4.4 loss of production;

9.4.5 loss of contract;

9.4.6 loss of opportunity;

9.4.7 loss of savings, discount or rebate (whether actual or anticipated);

9.4.8 harm to reputation or loss of goodwill.

9.5 The limitations of liability set out in clauses 9.2 to 9.4 shall not apply in respect of any indemnities given by the Customer under the Contract.

9.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

9.6.1 death or personal injury caused by negligence;

9.6.2 fraud or fraudulent misrepresentation;

9.6.3 any other losses which cannot be excluded or limited by Applicable Law;

9.6.4 any losses caused by wilful misconduct.

10. Intellectual property

10.1 The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that performance of benefit of the Services infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the Supplier shall have no such liability if the Customer:

10.1.1 does not notify the Supplier in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;

10.1.2 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;

10.1.3 does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;

10.1.4 does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;

10.1.5 does not, at the Supplier’s request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer;

10.1.6 uses the Services in combination with any other goods or services, which without such combination, no IPR Claim could or would have been made.

10.2 If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option, modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement.

10.3 The Supplier’s obligations under clause 10.1 shall not apply to Services modified or used by the Customer other than in accordance with the Contract or the Supplier’s instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use.

11. Confidentiality and announcements

11.1 The Customer shall keep confidential all Confidential Information of the Supplier and of its Affiliates and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

11.1.1 any information which was in the public domain at the date of the Contract;

11.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

11.1.3 any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or

11.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract except that the provisions of clauses 11.1.1 to 11.1.3 shall not apply to information to which clause 11.4 relates.

11.2 This clause shall remain in force in perpetuity.

11.3 The Customer shall not disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

12. Processing of personal data

The parties agree upon the details of data privacy and personal data processing in a separate Data Processing Agreement (DPA) which will be considered an essential part of the Contract.

13. Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 12 weeks, the Supplier may terminate the Contract by written notice to the other party.

14. Term and Termination

14.1 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if:

14.1.1 the Customer commits a material breach of Contract and such breach is not remediable;

14.1.2 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 calendar days after the Supplier has given notification that the payment is overdue; or

14.1.3 becomes or if it is realistically anticipated that the Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors which is not dismissed within 30 days of the filing thereof

14.1.4 the Customer stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

14.1.5 suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

14.1.6 is subject to any events or circumstances analogous to those in clause 14.1 in any jurisdiction;

14.2 The Supplier may terminate the Contract any time by giving not less than one (1) months’ notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.

14.3 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 14, it shall immediately notify the Supplier in writing.

14.4 In the event that the Customer merges with another company / companies, or if the headcount in any other way significantly changes, the contract will not be terminated, but will entitle the Supplier to start negotiations of a new pricing model of the Contract.

14.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

14.6 Unless either party gives a written notice of contract termination to the other at least one month prior to the expiration of the Contract term, the Contract will automatically renew for a subsequent term.

15. Notices

15.1 Any notice or other communication given by a party under these Conditions shall:

15.1.1 be in writing and in English, Finnish or Swedish, depending on the language of the Contract;

15.1.2 be signed by, or on behalf of, the party giving it; and

15.1.3 be sent to the relevant party at the email address set out in the Contract.

15.2 Notices may be given, and are deemed received on receipt of a delivery email from the correct address.

15.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 15.1 and shall be effective:

15.3.1 on the date specified in the notice as being the date of such change; or

15.3.2 if no date is so specified, 10 Business Days after the notice is deemed to be received.

15.4 This clause does not apply to notices given in legal proceedings or arbitration.

15.5 All references to time are to the local time at the place of deemed receipt.

16. Cumulative remedies

The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.

17. Time

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.

18. Further assurance

The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all measures which are necessary to give full effect to the Contract.

19. Entire agreement

19.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

19.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

19.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

20. Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

21. Assignment

The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent.

22. Set off

The Customer shall pay all amounts due to the Supplier in full without any set-off, counterclaim, deduction or withholding except as required by law. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

23. No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

24. Equitable relief

The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

25. Severance

25.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

25.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

26. Waiver

26.1 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

26.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.

26.3 A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.

27. Compliance with law

The Customer shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

28. Costs and expenses

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

29. Third party rights

29.1 Except as expressly provided for in clause 29.2, a person who is not a party to the Contract shall not have any rights to enforce any of the provisions of the Contract.

29.2 Any Affiliate of the Supplier shall be entitled to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

30. Dispute resolution

30.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 30.

30.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

30.3 The parties shall use all reasonable endeavours to reach a negotiated resolution. Within 10 Business Days of service of the notice, the parties shall meet to discuss the dispute and attempt to resolve it.

31. Governing law

The governing law is determined in the Contract.