ENERGIAGURU® – GENERAL AGREEMENT TERMS
1. GENERAL
These general agreement terms encompass the terms of use pertaining to the EnergiaGuru® services produced by Suomen Energianeuvonta Oyj, Business ID: 2387587-0 or other companies belonging to the same group (hereinafter ‘the Supplier’). The Client declares that it has read these terms and that it approves them and undertakes to comply with them.
A separate supply agreement will be signed with the Client, the terms of which shall be complemented by these general agreement terms.
2. SUBJECT OF THE AGREEMENT
By signing the supply agreement, the Supplier and the Client agree to the terms under which the Client gains access, for the duration of the agreement term, to the EnergiaGuru® software developed by the Supplier to assist in the cost optimisation of electricity procurement, and according to which the Supplier delivers other services to be agreed on separately in the agreement to the Client.
For the avoidance of doubt, the parties state that the EnergiaGuru® software and related supplementary services produced by the Supplier are intended to support the Client’s decision-making, and the Client makes the electricity procurement decision independently.
3. DELIVERY OF THE ENERGIAGURU® SOFTWARE AND LICENCES
To use the EnergiaGuru® software, the Client must have a computer with a broadband internet connection. The Supplier shall supply the EnergiaGuru® software to the Client by implementing the service for the Client on the Supplier’s server and by allocating the necessary resources for it. After this, the Supplier shall deliver the username and password to the service to the Client. The Client shall be responsible for keeping the username and password safe and ensuring that they are not disclosed to a third party.
The EnergiaGuru® software is a SaaS-based solution and shall be available to the Client at all times (24/7) except for brief breaks for maintenance and updates, which shall be separately announced on the Supplier’s website.
This agreement shall give the Client the right to use the EnergiaGuru® software freely and at any time for purposes pursuant to this agreement for the duration of the agreement term. The software may not be used for other purposes.
4. THE GENERAL QUALITY LEVEL OF THE SUPPLIER’S SERVICES AND SERVICE FLAWS
The Supplier shall be responsible for ensuring that the tasks related to the services pursuant to this agreement are performed with expertise and care and in compliance with applicable laws and regulations.
The service is deemed to have a flaw if it deviates significantly from the service description provided in the agreement and if this deviation considerably hinders the use of the service. Occasional disturbances or outages in the Supplier’s service are not considered to be a flaw. The Client must submit a complaint about a flaw in the service delivered by the Supplier within 10 days of the delivery of the service. If no complaint is submitted within the said time limit, the service is deemed to function appropriately.
5. RESPONSIBILITIES RELATED TO THE MAINTENANCE OF THE SERVICE
The Supplier shall be responsible for ensuring the continuity of the services ordered by the Client under this agreement and the appropriate functioning of the software and information systems required for the delivery of the service. However, the Supplier cannot guarantee that the telecommunication connections and software that are the Supplier’s responsibility pursuant to the service description always function without outages The Supplier undertakes to rectify errors related to the service without delay. The Supplier shall notify the Client in advance of any downtime due to maintenance or repair work that may have an impact on the Client as described elsewhere in this agreement.
6. FORCE MAJEURE
The Supplier shall not be liable for damages or harm in operations pursuant to the agreement that arise from a force majeure event or a similar cause beyond its control and that cannot be reasonably foreseen at the time of signing the agreement and that cannot be prevented by taking reasonable measures.
The following factors constitute a force majeure event if they prevent the fulfilment of obligations pursuant to this agreement or make complying with them unreasonably difficult: strikes and other industrial actions, other unforeseeable events influencing the availability of labour, fire, acts of war, mobilisation of troops, insurrection, expropriation, restrictions to currency exchange, a power cut and disturbance or outage in internet or telecommunication connections.
7. LIMITATION ON LIABILITY
The Supplier shall not be liable for indirect damages caused to the Client in operations pursuant to this agreement arising from the loss of business or electricity procurement opportunities or for other unforeseeable incidental effects.
For damages related to service operations pursuant to this agreement, the Supplier’s liability shall not exceed the total amount of service fees for three (3) months pursuant to the agreement.
8. RIGHTS TO INFORMATION AND CONFIDENTIALITY
The intellectual property rights to the electricity consumption information that the Client delivers to the Supplier belong to the Client, but the Supplier shall have free access to the said information.
The Client shall have access, for the purpose of its operations, to the computational data generated by the EnergiaGuru® application and delivered to it by the Supplier pursuant to this agreement, but the Supplier shall retain other intellectual property rights pertaining to the said computational data.
The Supplier undertakes to treat the information it receives from the Client pertaining to the Client’s electricity procurement and consumption as confidential and to ensure that third parties cannot connect the said information directly to the Client.
9. TERMINATION OF THE AGREEMENT
This agreement may be terminated with immediate effect if a party has breached the terms of the agreement and fails to amend its conduct within reasonable time and declines to compensate voluntarily and in accordance with the terms and limitations of this agreement for any damages caused to the other party.
Unless otherwise agreed upon in this agreement, with regard to the first agreement term, the agreement shall remain in force for a fixed term of one (1) year, starting from the moment of entry into force. After the first agreement term, the agreement shall automatically continue in effect for a year at a time, unless either party terminates it in writing with a notice period of three months.
10. FEES AND INVOICING
The Client shall pay the Supplier the service fees pursuant to this agreement.
If not otherwise stated or agreed on, the payment term is 14 days from the date of the invoice. A late interest payment is charged for the amount overdue in accordance with the Interest Act (633/1982, Korkolaki). The Supplier shall have the right to charge the Client for the collection costs.
Complaints about invoices must be delivered in writing within ten (10) days of the date of the invoice.
The Supplier may prevent the Client from using the service if the Client fails to make the payment within fourteen (14) days of the receipt of a payment reminder. This does not release the Client from its obligation to pay the charges pursuant to this agreement for the duration of the agreement term.
11. RESOLUTION OF DISPUTES
The parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations. If the matter is not resolved by negotiation, the dispute shall be resolved through the expedited arbitration procedure of the Finland Chamber of Commerce in accordance with the applicable regulations. In derogation of the above, the Supplier shall have the right to collect the service fees pursuant to the agreement through a court procedure.
12. OTHER TERMS AND CONDITIONS
CONFIDENTIALITY
The Client undertakes to keep confidential any confidential information it receives from the Supplier. The Supplier retains all the rights to the information it provides and the Client shall only have the right to use the information in operations pursuant to the agreement, unless otherwise agreed in writing. This confidentiality clause shall remain in effect after the termination of the agreement.
NOTIFICATIONS
Unless the terms of this agreement require otherwise, the parties must deliver notifications related to the agreement to the postal address, fax number or email address provided by the other party in the agreement.
Notifications delivered by post are deemed to have been received on the seventh (7) day after they were sent and notifications sent by fax or email are deemed to have been received on the following business day.
ASSIGNMENT OF THE AGREEMENT
The Client shall not have the right to assign this agreement to a third party without written advance permission from the Supplier. However, the Supplier shall have the right, without consent from the Client, to assign the agreement in its entirety or partially to a third party to which the business operations covered by the agreement are assigned, or to a company belonging to the same group. In addition, the Supplier shall have the right to assign its receivables pursuant to the agreement to a third party. After a notification on the assignment of the receivables, only payments made to the assignee are accepted.
VALIDITY OF THE GENERAL AGREEMENT TERMS
These agreement terms pertaining to the EnergiaGuru® service shall enter into force on 21 June 2016 and shall remain in effect until further notice. The Supplier reserves the right to make changes to the terms of the agreement. The Client shall be notified of the new terms via the service interface, the Supplier’s website or other customer notification prior to their entry into force with reasonable notice.
If the client does not accept the changes, it must notify the Supplier of this within fourteen (14) days of the announcement of the changes in the terms and terminate the agreement so that it expires on the day that the new terms enter into effect; otherwise the Client is deemed to have accepted the terms.