Terms of service
1. ACCEPTANCE OF TERMS
This subscription agreement (“Terms and Conditions”, “Agreement”) is a legal agreement between you and Lunni Oy (“Lunni”, “Supplier”, “We” and terms of similar meaning) governing your use of the Lunni Services (including but not limited to cloud-based CRM and mobile applications), including any applicable Free Trials. Please read this Agreement carefully before continuing your registration.
By signing up to Lunni and completing your registration, or otherwise accepting this agreement as set forth in any online or printed order form referencing this agreement, you indicate your acceptance of this agreement and agree to abide by the terms and conditions set forth herein. If you are entering into this Agreement on behalf of a business or other legal entity, you hereby represent and warrant that you have the authority to bind such entity and its affiliates to the terms and conditions of this Agreement, in which case “you”, “your” or “client” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with the terms and conditions of this agreement, you may not accept this agreement nor may you use the Lunni Services hereunder.
You may not, without a prior written consent from Lunni, access the Services (i) for production purposes, (ii) if you are a competitor of Lunni, (iii) to monitor the availability, performance or functionality of the Lunni Services or (iv) for other benchmarking or competitive purposes. Once accepted, these Terms remain effective until terminated as provided for herein.
We reserve the right to update and change the Terms and Conditions from time to time with or without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms and Conditions. Continued use of the Service after any such changes shall constitute your consent to such changes. You can find the most current version of the Terms and Conditions at any time at: www.lunni.fi/terms
2. DEFINITION OF SERVICE
For purposes of this Agreement, the term “Service” shall mean all products and services provided to you by Lunni, including access to and use of the Lunni Sales Advisor application, CRM Calls application and Lunni360° CRM system, technical support, email and other features, development work, modifications, products and services provided by Lunni Oy (or third party vendors).
3. ACCESS AND USE OF SERVICE
You must provide complete and accurate information during the registration process, and any other information requested in order to complete the sign-up process. If you provide or otherwise make available the Service, in whole or in part, in any form to any person including your employees, (“Users”) you undertake to ensure that all Users comply with these Terms and acknowledge that you shall remain responsible and liable for the acts or omissions of all Users to the same extent as if you had carried out such acts yourself.
3.2 FREE TRIAL
Lunni may make all or part of the Lunni Services available to You and Your Users on a trial basis free of charge (the “Free Trial”). If you register for a free trial of the Lunni Services, the applicable provisions of these Terms will govern that free trial.
The Free Trial shall begin when You submit a registration to Lunni, and shall terminate on the earlier of (i) the Free Trial expiration date as specified by Lunni upon receiving your registration, or (ii) the date You execute an order form for a Subscription under this Agreement.
If the period of Free Trial has expired, the Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Account, the Client is required to provide accurate invoicing information and billing address, and will be issued an invoice for payment of the fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice. Unless otherwise agreed upon and without a written consent from the Supplier, if the Client does not pay the first fee within two (2) weeks as of the expiry of the Free Trial, Supplier has the right to permanently delete the Account, including all Client Data therein.
Lunni shall make the Lunni Services available to You and Your Users pursuant to this Agreement and all order forms during the Term. You agree that your purchase of the Subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Lunni with respect to future functionality or features. Subject to any limitation on the number of individual Users available under the Service Plan to which You subscribed, access and use of the Service(s) is restricted to the specified number of individual Users permitted under Your subscription to the Service(s). Each User shall be identified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual. You are responsible for the confidentiality of Service Data and User Login. You should, therefore, not share Your User Login with any third parties.
3.3.1 Free subscription
We may suspend, limit, reduce functionalities or terminate the free services for any reason at any time without notice. We may terminate your subscription to the free service due to your inactivity.
3.4 DOWNLOADING AND ACCESSING THE APPS FROM GOOGLE PLAY
The following applies to the Applications accessed through or downloaded from the Google Play Store:
The Client acknowledges and agrees that (i) the terms and conditions of this Agreement are concluded between the Client and Lunni only, and not Google, and (ii) Lunni not Google, is solely responsible for the Applications and content thereof. The Client’s use of the Applications must comply with the Google Play Store Terms of Services. (iii) The Client acknowledges that Google has no obligation whatsoever to furnish any maintenance and support services with respect to the Applications.
Basic support via email and phone is available in connection with a paid Subscription. During the Subscription you are entitled to access user guides, knowledge bases and self-help tools at no extra charge. Client can order Premium support for an additional fee.
Supplier may use Your business name and logo in an appropriate and acceptable manner for standard marketing promotions, provided that Supplier agrees to cease or alter such use at Your request where such use is contrary to Your branding policies, could cause any brand confusion in the market or is otherwise objectionable to You. Acceptable and standard marketing promotions include (but not limited to) client listings, press releases, surveys, interviews, reputable business publications, television and web site presentations and promotion. All inquiries regarding this are directed to firstname.lastname@example.org.
4. APPLICATION-SPECIFIC REQUIREMENTS
4.1 MOBILE APPLICATIONS
Lunni may offer applications that allow You to access the Lunni Services on Your mobile device, including, for example devices running the Android operating system. Mobile devices must be purchased separately and are not included in Your Subscription. Lunni mobile apps require an active internet connection, and may incur data charges with Your wireless carrier, including roaming charges where applicable. Lunni mobile apps may collect technical data, including information about application crashes and usage statistics, and may use certain third party libraries or modules. Any such mobile apps offered by Lunni shall constitute part of the Lunni Services, and as such their usage is subject to the terms and conditions of this Agreement.
4.2 THIRD-PARTY APPLICATIONS AND SERVICES
During your use of the Services, you may enter into correspondence with, purchase goods and/or services from third parties displaying their goods and/or services through the Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Lunni shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Lunni shall not be responsible for interruptions in service or performance from third parties, or any interruptions in the Services caused by such third party services. Lunni expressly does not endorse any sites on the Internet that are linked through the Services, and in no event shall Lunni be responsible for any content, products, or other materials on or available from such third-party sites. Lunni provides the Services to you pursuant to the terms and conditions of these Terms. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
5. RESTRICTION OF USE
In addition to all other terms and conditions of these Terms, you shall not: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way; (b) copy, distribute, or disclose any part of the Services in any medium; (c) alter or modify the Services in any way without the prior written consent of Lunni; (d) reverse engineer, reverse assemble, reverse compile or otherwise attempt to create the source code from the Services, or interfere with, or compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Services; (e) take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (f) upload invalid data, viruses, worms, Trojan horses, or other harmful or disruptive codes, components, devices, or software agents through the Services; (g) impersonate another person or otherwise misrepresent your affiliation with a person or entity, conducts fraud, hide or attempt to hide your identity, or misrepresent the source or content of information transmitted through the Services; (h) use the Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Lunni website or all or any portion of the Services; (i) bypass the measures Lunni may use to prevent or restrict access to the Services; (j) use any robot, spider, scraper, script, or other comparable automated technology to access the Services for any purpose without Lunni’s express written permission; (k) gain unauthorized access to the Services, its user accounts, computer systems or networks through unauthorized means such as hacking or password mining.
You shall: (A) notify Lunni immediately of any unauthorized use of any password or Lunni Account or any other known or suspected breach of security; (B) report to Lunni immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you or other Subscribers to violate these Terms or the intellectual property rights of third parties; and (C) not impersonate another Subscriber or provide false identity information to gain access to or use the Services.
5.1 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in and to the Lunni Services are and shall at all times remain the sole and exclusive property of Supplier and/or any relevant third parties. Nothing in this Agreement shall constitute a transfer of any Intellectual Property Rights of Supplier or any third party to Client. All rights not expressly granted to Client shall be retained by Supplier. Any commercial or promotional distribution, publishing or exploitation of the Lunni Materials is strictly prohibited unless you have received the express prior written permission from Supplier or the otherwise applicable rights holder. Supplier reserves all rights to the Lunni Services, Lunni Materials and Lunni trade names and trademarks not expressly granted in the Terms. All other trademarks not owned by Lunni that appear on the Materials or Services are the property of the respective owners, who may not be affiliated with, connected to, or sponsored by Lunni.
6. CLIENT DATA
6.1 USE OF CLIENT DATA
- Supplier may use Client Data in an aggregated and anonymized format for research, educational and other similar purposes. Supplier may not otherwise use or display Client Data without Client’s written consent. Supplier respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the Lunni Services does not grant Supplier the license to use, modify, adapt, reproduce, publish or distribute the Client Data created by you or stored in your Account for Supplier’s commercial, marketing or any similar purpose. Client expressly grants Supplier the right to use and analyze aggregate system activity data associated with use of the Lunni Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the Lunni Services operate, and to create new features and functionality in connection with the Lunni Services in the sole discretion of Supplier.
- For the purposes of providing the Lunni Services and for the purposes of this Agreement, Supplier acts as data processor with regard to the personal data included in Client Data and customer as data controller.. Supplier shall, as data processor, process the personal data included in the Client Data duly and in accordance with good data protection practice as required by applicable data protection laws. Supplier undertakes to process personal data only to the extent required to perform its duties under this Agreement and to provide the Lunni Services unless otherwise agreed upon.
- Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Lunni Services. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Suppliers to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended features of the Lunni Services and these Terms, and to grant the rights and license set forth in Section 5., and (ii) Client Data, Supplier’s use of such Client Data pursuant to these Terms, and Supplier’s exercise of the license rights set forth in Section 5., do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Supplier to any third party for the performance of any Lunni Services Client has chosen to be performed by Supplier or for the exercise of any rights granted in these Terms, unless Client and Supplier otherwise agree.
- Client is solely responsible for the legality, accuracy and non-infringing nature of its Client Data and of the means by which it acquired the personal data included in its Client Data. When submitting Personal Data to the Lunni Services, Client acts as data controller under applicable data protection laws.
- Client shall be responsible for the content of all communications made through the Lunni Services, and shall comply with all applicable laws and regulations in Your use of the Lunni Services. You agree that You will not use the Lunni Services to communicate any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the intellectual property rights of a third party or is otherwise unlawful; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense under any applicable law or regulation.
7. COMPELLED DISCLOSURE
Supplier may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Supplier is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.
Whilst the Supplier endeavours to ensure that the Services are normally available 24 hours a day, the Supplier shall not be liable if for any reason the Services are unavailable at any time or for any period.
Access to the Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Supplier’s control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.
Lunni reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Lunni reserves the right to access your account in order to respond to your requests for technical support.
8.3 SERVICE UPDATES
Supplier may, from time to time, under its sole discretion, modify and update any of the Lunni Services or a part thereof and may cease to provide the same. If such changes of the Lunni Services require changes to be made to the Client’s equipment or software, Lunni shall notify the Client of all such necessary changes at least one (1) week in advance prior to implementing such changes to the Lunni Services. The Client is responsible for carrying out such changes to its equipment or software at its own expense.
8.4 DEVELOPMENT WORK
Any additional development work of the Lunni Services requested by Client and any fees and prices payable thereof shall always be separately agreed upon with Supplier in writing.
8.5 SUPPORT SERVICES
As a part of the Lunni Service provided herein Supplier shall use its commercially reasonable endeavors to provide general remote support and remote assistance to the Client in using and setting up the Lunni Service acquired herein and provide consultation for the Client’s reasonable questions related to the Lunni Service for a period of two (2) month as of the commencement of the Lunni Services, however, such support amounting at most to six (6) personnel hours of Supplier. As stated above in 3.4, support is only available in connection with paid Subscriptions.
In addition to the general support services set forth above, Client may order from Supplier additional setup, support, onsite support, consultancy and training services related to the use of the Lunni Services at the prices set out in Supplier’s price list from time to time.
9. PAYMENT AND MODIFICATION OF PRICES
- The Service is billed in advance on a monthly/yearly basis. You can cancel your account at anytime and and Lunni will compensate any Clients prepayments of the terminated Services except for partial months of service. To the extent the Service or any portion thereof is made available for any fee, you will be required to pay the fee within two (2) weeks of the expiry of the Free Trial.
- Upon delay with any payments, Supplier may require the Client to pay interest on the delay (penalty for late payment) for the period as of the time the payment obligation falls due until conforming performance is rendered. The interest rate of penalty for late payment due shall the interest rate specified in §12 of the Law of Interest Act of Finland.
We reserve the right to change Lunni’s prices. If Lunni does, Lunni will provide notice of the change on the Site or in email to you, at Lunni’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.
10. TERMINATION OF THESE TERMS
10.1 FOR CONVENIENCE
These Terms may be terminated for convenience upon written notice to the other party as indicated in “13.7 Notices” below:
- by the Client any time by informing Lunni
- by Supplier upon decision to end provision of the Lunni Services; or
- immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.
10.2 FOR DEFAULT
These Terms may be terminated for default upon written notice to the other party as indicated in “13.7 Notices” below:
- by either party in case of breach of these Terms by the other party, if the breach has not been cured within thirty (30) days of receipt of a notice from the non-breaching party; or
- immediately by either party if the other party breaches its obligations, as applicable under Sections 5.1 [Intellectual Property Rights] and 13.5 [Indemnification] of these Terms.
Upon termination of these Terms,
- Supplier shall deactivate and permanently delete the Account, as soon as reasonably practicable after the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Supplier shall fulfill such request within one (1) month of its receipt of such request.
- Upon deleting the Lunni Account, all content is permanently deleted from the service and cannot be recovered.
- Client must:
- stop using and prevent the further usage of the Lunni Services;
- pay any amounts owed to Supplier under these Terms; and
- discharge any liability incurred by the Client before under these Terms prior to their termination; and
- The following provisions shall survive the termination of these Terms: Sections 2, 7, 5, 11, 12 and 13.
11. LIMITATION OF LIABILITIES
11.1 NO LIABILITY
Supplier shall not be liable to the Client or User for any consequences resulting from:
- any modifications in these Terms, calculation and rates of Fees, the Lunni Services, Lunni Materials, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Lunni Services or Lunni Materials;
- deletion of, corruption of, or failure to store any Client Data;
- use of Client Data by the Client or any of the Users associated with the Account;
- upgrading or downgrading the current Plan;
- any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential;
- the Client’s use of the Account or the Lunni Services by means of browsers other than those accepted or supported by the Supplier;
- the application of any remedies against the Client or authorized Users by the Supplier, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the Lunni Services or any part or element thereof;
- the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Lunni Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
- the Supplier’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
In addition, Supplier and its affiliates shall not be liable to the Client for any claim by any User, person, Organization or third persons against the Client arising out of the Client’s failure to:
- provide Supplier with accurate information about the Client, Users or Account;
- notify Supplier of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
- provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Supplier’s negligence, breach of these Terms or otherwise);
- ensure the lawfulness of the Client Data;
- obtain the necessary rights to use the Client Data; or
- abide by any of the restrictions described in these Terms.
11.2 LIMITATION OF LIABILITY
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LUNNI, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS OR SUPPLIERS ARISING OUT OF OR RELATED TO THESE TERMS EXCEED FIFTY (50) PER CENT OF THE SUBSCRIPTION FEES ACTUALLY PAID BY CLIENT FROM SIX (6) MONTHS PRECEDING THE RECEIPT OF THE CLAIM FOR DAMAGES. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.
11.3 EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS OR SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11.4 DISCLAIMERS: NO WARRANTY
UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, THE LUNNI SERVICES, LUNNI MATERIALS, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE LUNNI SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.
UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT THAT THE LUNNI SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, APPLICATIONS OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE LUNNI SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE LUNNI SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE LUNNI SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE LUNNI SERVICES, LUNNI MATERIALS OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, AVAILABILITY OR OTHERWISE. WE PROVIDE THE SERVICES “AS IS”.
THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
If the Supplier terminates these Terms as a result of an uncured breach by a Client or User, Supplier is entitled to use the same or similar remedies against any other persons who use the Services in conflict with these Terms. Notwithstanding the foregoing, Supplier may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts or elements of the Lunni Services.
If Lunni has reasonable grounds to believe that the Client’s or User’s use of the Lunni Services, including the Account may harm any third persons, Supplier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
12. GOVERNING LAW AND DISPUTE RESOLUTION
The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms. Any questions relating to these Terms which are not expressly or implicitly settled by the provisions contained in these Terms shall be governed by and construed in accordance with the following:
This Agreement shall be governed by and construed in accordance with the laws of Finland, without reference to its conflict of laws or private international law provisions. Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, shall be attempted to be amicably settled through negotiations between the Parties for a period of thirty (30) days and failing the same, shall be finally settled in arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce of Finland by one (1) arbitrator. The arbitration shall take place in Helsinki, Finland and shall be conducted in the English language. The award of the arbitration shall be final and binding on both Parties. Notwithstanding the above, Supplier may always institute legal action in the District Court of Helsinki against the Client.
13. GENERAL PROVISIONS
13.1 RELATIONSHIPS OF PARTIES
The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either Supplier, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Supplier’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Supplier shall be entitled to assign and transfer this Agreement, in whole or in part, to an affiliate or third party or as a part of a sale of its business operations pertaining to this Agreement or a part thereof.
You agree to defend, indemnify and hold harmless Supplier and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities (including reasonable attorney’s fees) arising out of your use or misuse of the Lunni Services, Lunni Materials, representations made to the Supplier, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Supplier reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Supplier, and you agree to cooperate with such defense of these claims.
13.5 ENTIRE AGREEMENT AND HEADINGS
Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of the Agreement.
13.6 NO WAIVER
Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
Any notices under this Agreement shall be in writing and shall be deemed to have been delivered: (i) upon personal delivery; (ii) the fifth business day after mailing; (iii) the third business day after sending by confirmed facsimile; or (iv) the third business day after sending by email.
Notices to Lunni shall be addressed as follows:
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