General Terms and Conditions – Vainu

1 General

These General Terms and Conditions (hereinafter the ”General Terms”) are applied to the use of all Vainu Services including different features (hereinafter the “Service” or “Services”) developed and provided by Vainu entity that is stated in the Agreement (hereinafter “Vainu”).

By signing the Vainu Service Agreement (hereinafter the ”Agreement”) the company and/or the entity (hereinafter the “Customer”) accepts these General Terms and undertakes to comply with the same.

These General Terms are applied to the Services provided by Vainu except as otherwise agreed in writing between the Parties.

These General Terms shall be valid upon 10th of August 2023 until further notice. Vainu has the right to change these General Terms by noticing the Customer thereof and making the updated terms and conditions available to the Customer on Vainu website. The Customer shall be bound by the updated terms and conditions by continuing the use of the Services.

2 Vainu Service

2.1 Use of the Service

Vainu delivers the agreed Service to the Customer for the validity period of the Agreement. The Customer has the right to use and exploit the Service and data in connection with the Service, to the extent agreed and only for its own internal business purposes for the validity period of the Agreement. Only the company/legal entity which has been registered as a Customer and employees working for such entity have the right to use the Service.

The Customer may not directly, or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code to the Service. The Customer is responsible for all use of the Service in its’ business operations and that the use of the Service in all respects complies with these General Terms, Agreement, then current laws, regulations and orders issued by competent authorities.

The following only applies if user rights are required to access the Service: Vainu grants the Customer for the validity period of the Agreement the agreed number of rights to use the Service. Use of the Service shall require a personal user identification and password (hereinafter “User ID”). The individual named user of the Service can be changed during the agreement period by the Customer’s admin user. The Customer and any named user using the Service on behalf of the Customer are obliged to keep secret the provided User ID.

2.2 Changes

Vainu is continuously developing the Service and its features and offers the Service and its content as it is available at the time. Vainu has the right to change the functionalities and content of the Service without any approval of the Customer.

3 Responsibilities and Obligations of the Customer

3.1 Material and Intellectual Property Rights

All intellectual property rights, including copyrights, to the Service and its content as well as to any possible amendments made thereto, belong exclusively to Vainu and/or its partners.

3.2 Costs

The Customer is responsible for all costs incurred from or related to the use of the Service, such as creating of Customer’s technical infrastructure and its maintenance, data connections and fees related thereto.

3.3 Liability for Damages

If the Customer is in breach of the Agreement or these General Terms, Vainu has the right to immediately stop providing the Service to the Customer. The Customer is responsible for Vainu and for any third parties for any damages and expenses caused by its acts or omissions which are against the Agreement, these General Terms or any applicable laws or regulations.

4 Responsibilities and Limitations of Liability of Vainu

4.1 Limitation of Liability

The Service includes generic business information that is not by its nature any company-specific advice or consultation. Vainu gives no warranty and is not responsible in any regards for the suitability of the Service or its use to the business of the Customer. Vainu represents and warrants that Vainu has all necessary permissions and authority to provision Customer with access to the Services, including to any and all data in the Vainu database.

The Customer exploits and uses the Service at its own risk. Vainu is not responsible for any indirect, consequential, or any similar damages or expenses caused to the Customer, including but not limited to cover purchase, loss of customership, loss of profits or damage caused due to decrease or interruption in production or turnover. It is expressly stated that Vainu shall not be liable for (a) faults or errors in the content of the Service, any solutions derived from the Service or any decreases in performance capacity arising from the implementation of the Service, or (b) any damages caused by material produced on the basis of the Service or its content and that is used in conjunction with any products or services acquired by the Customer from any third parties, or (c) any consequences arising from the transfer, copying or use of any such material, or d) missing individual data points for some companies in the Service.

The aggregate total liability of Vainu is in all cases limited to the amount corresponding to the service fee of the then current annual service fee for the Service paid by the Customer. Any request for damages must be made in writing within three (3) months since the Customer became aware or should have had knowledge for the basis of the claim for damages.

The limitations of liability shall not apply to damages caused by willful misconduct or gross negligence or by breach of confidentiality provisions.

4.2 Availability of the Service

Vainu shall use its reasonable efforts in order to have the Service available to the Customer without interruption. However, Vainu reserves the right to have temporary breaks regarding the availability of the Service due to technical reasons such as maintenance breaks.

Vainu and its co-operation partners shall take no liability for any errors in the content of the Service or any consequences of such errors. During and after the agreement period, the Customer shall have no right, except with Vainu’s specific prior written notice, to distribute, publish, copy, resell, transfer or otherwise make available to third parties any data, material or content related to or included in the Service. The Customer is obliged to return, or at the request of Vainu to destroy any and all such data, material or content related to the Service in its possession latest at the expiry of the Agreement and provide written confirmation to Vainu of such deletion. However, the Customer is not obligated to return or delete the personal data obtained from the Service.

Upon expiration of the Agreement, the Customer agrees that, by revert function, Vainu has the right to delete account/company data delivered to the Customer's CRM via Vainu Connector. Vainu controls the revert function, and the revert function has the ability to delete all data delivered during the agreement period from Vainu to the Customer's CRM and revert the Customer's CRM data back to the state it was before the data delivery. However, data revert does not affect the original data in Customer's CRM system, manually inserted CRM data in the Customer's CRM, or does not delete manually exported accounts/companies during the agreement period. Revert function will delete all CRM account/company data enriched through Vainu Connector features. Vainu shall not revert the personal data the Customer has exported from the Service via Vainu Connector.

5 Term of the Agreement and Termination

5.1 Term and Termination

The Agreement shall become valid when signed by the Customer. The first agreement period is stated in the Agreement. If neither Party terminates the Agreement in writing latest sixty (60) days prior to the expiration of the then current agreement period, the Agreement shall automatically renew and continue to be in force for another consecutive one-year period at a time. In case the termination concerns only a part of the Service, the Agreement and the non-terminated part of the Service shall continue to be in force.

5.2 Early Termination

Vainu has the right to terminate the Agreement with immediate effect, if the Customer (i) commits a substantial breach of the agreed terms and conditions and has not remedied such breach within twenty (20) days from Vainu’s written notice for the breach; or (ii) is declared bankrupt or is put into liquidation proceedings or otherwise ceases to make its payments. If the Agreement is terminated due to a substantial breach by the Customer, Vainu is not obliged to refund the already paid but unused service fee to the Customer.

6 Service fee invoicing and non-payment

6.1 Fees and invoicing

The content of the Service, service fees, payment terms, late payment interest and other fees are described in the Agreement. The Customer is entitled to use the Service for the period and to the extent agreed in the Agreement and these General Terms.

Unless otherwise agreed in the Agreement, the Service and any fees and expenses are invoiced upon signing of the Agreement. Vainu shall not invoice renewals more than sixty (60) days prior to the beginning of the subsequent Agreement period and each billing period.

All Services upgraded by the Customer during any of the agreement periods are invoiced immediately after the upgrade on a pro-rata basis. The service fees will remain fixed during the agreement period unless the Customer i) exceeds the agreed total quota limitation of Matched CRM accounts/companies or Updated CRM accounts/companies described in the Agreement, or ii) exceeds the agreed total quota limitation of Download Companies described in the Agreement, or iii) subscribes to additional features, including but not limited to vehicle data, financial PDF, or additional databases. Vainu reserves the right to change the fees for exceeding total quota limitations during the agreement period by providing written notice to the Customer by email or via Vainu Platform.

If the actual usage is higher than stated in the Agreement, all Services and upgrades, including upgrades to any quota limitation or subscriptions to any Service or its features during the agreement period by the Customer, are renewed for the consecutive agreement period based on the actual usage of the Customer. Fees for each consecutive agreement period is based on the fixed fee stated in the Agreement and the upgraded or subscribed Services during any and each of the agreement periods.

Vainu reserves the right to increase its fees yearly by six percent (6%) without prior written notice to the Customer. Vainu’s right for fee increase is not dependent on the Customer’s possible upgrades during the agreement period and covers all Services. The fee increase shall take effect on the date of the commencement of the consecutive agreement period. If the increase is more than 6%, Vainu will notify the Customer of the fee increase for the consecutive agreement period no later than ninety (90) days prior to the expiry of the then current agreement period. Ceasing to use the Service or termination of the Agreement during the agreement period does not justify a payment refund to the Customer.

6.2 Non-payment

If the Customer has not paid the agreed Service upon the due date, Vainu will first notify the Customer of the non-payment. If the Customer does not pay the invoice within ten (10) days after Vainu’s written notice, Vainu shall have the right to suspend the Customer’s access to the Service. Once the payment is fulfilled, Vainu re-activates the Customer’s access to the Service. For clarity, if Vainu suspends the Customer’s use of the Service due to a non-payment of the invoice, such suspension shall not affect the duration of the agreement period and Customer’s responsibility to pay the invoice.

7 Confidentiality

The Parties undertake to keep in confidence all confidential information disclosed by the other Party and shall use such confidential information only for the purpose of the Agreement. The receiving Party shall have the right to

1. a) copy confidential information of disclosing Party only to the extent necessary for the agreed purpose; and
2. b) disclose confidential information of the disclosing Party only to those of its employees who need to know such confidential information for the agreed purpose of the Agreement.

The confidentiality obligations shall not apply to any material or information, which:

1. a) is generally available or otherwise public other than by a breach of the confidentiality obligations by the receiving Party; or
2. b) receiving Party has received from a third party without any obligation of confidentiality; or
3. c) was in the possession of the receiving Party without any obligation of confidentiality prior to receipt of the same from disclosing Party; or
4. d) either Party has developed independently without using material or information received from the other Party; or
5. e) the Party shall disclose pursuant to a law, decree, or other order issued by the authorities or judicial order.

The obligations for confidentiality shall survive any termination or expiration of the Agreement.

8 Data Privacy

Vainu is the controller to all personal data in the Vainu database. By exporting the personal data out of the Vainu database, or by re-purposing such personal data for the business use of the Customer, the Customer assumes the responsibilities of a data controller for such exported or re-purposed data. The Customer accepts and agrees that they are responsible for relevant requirements set for data controllers in the data protection legislation and other applicable legislation. Further details on Vainu's database, customer register and data security are available on the Vainu website.

If the Customer is processing personal data included in the Service outside the EU/EEA area in a country that does not provide an adequate level of data protection for data subjects as in the European Union, Standard Contractual Clauses will apply for such processing.

If Vainu Connector is activated during the agreement period, Vainu processes certain personal data as a processor on behalf of the Customer in which case Data Processing Addendum will apply.

9 Force Majeure

Neither Party shall be liable for delay or damage caused by an impediment beyond the Party’s control, which the Party could not have reasonably taken into account at the time of conclusion of the Agreement and whose consequences the Party could not reasonably have avoided or overcome. Such force majeure events shall include, if not proven otherwise, inter alia, war or insurrection, earthquake, flood or other similar natural catastrophe, interruptions in general traffic, data communication or supply of electricity, export or import embargo, strike, lockout, boycott or other labour dispute. A strike, lock out, boycott or other labour dispute shall also be considered, if not proven otherwise, a force majeure situation when the Party concerned is the target or an active party to such action. A Party shall without delay inform the other Party when a force majeure event begins and when it ends.

10 Governing laws and Jurisdiction

These General Terms shall be governed by the laws of Finland without reference to its choice of law rules and disputes arising from these shall be attempted to be settled amicably between the Parties.

These General Terms and the Agreement constitutes the entire Agreement between the Parties. Any other written or oral terms and conditions, including, without limitation, agreement, tenders or request for proposals are void and shall be of no force and effect.

If no agreement is reached between Vainu and the Customer, any dispute arising out of or relating to the Agreement or these General Terms shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitration shall take place in Helsinki, Finland. The arbitration shall be conducted, and the arbitration award shall be given, in English, if not otherwise agreed by the Parties. The Parties agree that the arbitration and all related material and information thereto shall be treated as confidential information.

Notwithstanding the aforesaid, all disputes relating to unpaid invoices shall be finally settled in the District Court of Helsinki, Finland.

Either Party, before or during any legal proceedings, may apply to a court having jurisdiction for a temporary restraining order where such relief is necessary to protect that Party’s interests in pending completion of the legal proceedings.

11 General Provisions

11.1 Assignment of Rights and responsibilities

Neither Party may assign the Agreement nor the rights and responsibilities based thereon to a third party without the prior written consent of the other Party. Notwithstanding the aforesaid, each Party has the right to assign their receivables under the Agreement to a third party. In addition to and after providing a written notice to the Customer, Vainu shall have the right to transfer its rights and responsibilities under the Agreement to such a third party to whom the business of Vainu related to this Agreement has been transferred.

11.2 Notices

The Parties shall give their notices related to the Agreement and/or the General Terms to the other Party in English in writing. Notices shall be sent either by courier delivery, prepaid first-class post or email to the contact person of the other Party specified in the Agreement. The Parties shall notify each other without undue delay of any changes to the contact details specified in the Agreement.

11.3 Conflict with laws, regulations or orders issued by competent authorities

Should current laws, regulations or orders issued by competent authorities be in conflict with these General Terms or the Agreement, the Customer must notify Vainu of such conflict without undue delay.

11.4 Reference Right

Vainu shall have the right to use the Customer's name as a general reference.