1.1 The purpose of this agreement (hereinafter the ”Agreement”) is to set out the terms and conditions applicable to the Platform of Trust Partnership Program.
1.2 By accepting the terms and conditions of the Agreement, the partner entity (“Partner”) enters into the Agreement with Platform of Trust Oy (Business ID 2980005-2), having its registered office at c/o Vastuu Group Oy, Tarvonsalmenkatu 17 B, 02600 Espoo, Finland (“Supplier”).
1.3 The Partner and the Supplier hereinafter jointly the “Parties” and each individually a “Party”.
2. BACKGROUND AND PURPOSE
2.1 To encourage the growth of its Platform of Trust ecosystem, the Supplier maintains the Platform of Trust Partnership Program (“Program”) for partners interested in the ecosystem.
2.2 This Agreement governs the Parties’ rights and obligations related to the Program. For the avoidance of doubt, the Parties may have additional agreements concerning the Platform of Trust and its use in place.
3.1 The Partner is a member of the Program during the term of the Agreement, subject to the Partner being qualified for a role and a membership level, as set out below.
3.2 The Program contains various roles and membership levels. Details of the various roles and membership levels are set out in the Supplier’s web site at www.platformoftrust.net (“Web Site”).
3.3 The Supplier reserves the right to change the roles and membership levels from time to time. If a change would have an adverse effect on the Partner’s rights under this Agreement, the Supplier undertakes to inform the Partner of such change at least thirty (30) days in advance. If the Partner does not accept such change, the Partner has the right to terminate the Agreement for convenience by a written notice to the Supplier, effective on the effective date of such change.
3.4 The Partner may change its role and level of membership from time to time, provided that the Partner qualifies to a role and level of membership, and fulfils any required criteria as set out in the Web Site. If at a certain point of time the Partner ceases to fulfil the criteria required for a certain level of membership or a certain role, the Supplier shall have the right to adjust the Partner’s role accordingly.
3.5 Additional terms and conditions may apply to various parts of the Program. The acceptance of such additional terms and conditions is required to take part in the relevant parts of the Program.
3.6 Each Party shall be responsible for their own costs related to the Program and the Partner’s membership to the Program.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 All rights, title and interest, including all intellectual property rights in and to the Platform of Trust, the Program, and any changes thereto shall belong exclusively to the Supplier or its licensors.
4.2 A Party grants to the other Party, for the term of the Agreement, a limited license to use the Party’s trademarks strictly for the purposes set out in the Agreement and strictly in connection with the Program. Any such use shall be in strict compliance with the granting Party’s guidelines concerning the use of such trademarks. A Party agrees not to dispute the other Party’s trademarks and agrees not to register or use similar or confusingly similar trademarks in any territory.
4.3 The Partner and its authorized users may, at their sole discretion, provide feedback and development ideas to the Supplier. The Supplier shall have a worldwide, non-exclusive, perpetual, irrevocable fully paid up, royalty-free transferrable and sublicensable right to use such feedback and development ideas in the further development of the Service without restrictions and without any obligation to provide any kind of compensation to any party.
5.1 Each Party shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential (“Confidential Information”), and may not use such Confidential Information for any other purpose than those set forth in the Agreement.
5.2 The confidentiality obligation shall, however, not apply to material and information, (a) which is or later becomes generally available or otherwise public; or (b) which the receiving Party has received from a third party without any obligation of confidentiality; or (c) which was rightfully in the possession of the receiving Party prior to receipt of the same from the disclosing Party without any obligation of confidentiality related thereto; (d) which a Party has independently developed without any use of or reference to the Confidential Information received from the other Party; or (e) which a Party is required to disclose under any mandatory law or by order of a court or governmental body of competent jurisdiction.
5.3 Each Party shall promptly upon termination of the Agreement, or when the Party no longer needs the Confidential Information in question for the purpose of performing its obligations or exercising its rights under the Agreement, cease using the Confidential Information received from the other Party and, unless the Parties separately agree on destruction of such Confidential Information, return the Confidential Information in question (including all copies and reproductions thereof) to the other Party. Each Party shall, however, be entitled to retain the copies required by law or administrative orders applicable to such Party.
5.4 Notwithstanding the confidentiality obligation set forth herein, each Party shall be entitled to use the general professional skills and experience acquired in connection with the performance of the Agreement.
5.5 The rights and obligations related to the Confidential Information shall survive the termination of the Agreement for a period of three (3) years from such termination.
6. LIMITATION OF LIABILITY
6.1 The total aggregate liability of a Party towards the other Party under the Agreement shall not exceed ten thousand (10.000) euro per calendar year.
6.2 A Party shall not be liable for any indirect, incidental, or consequential damages such as loss of profits, revenue or business, damages caused due to decrease in turnover or production or loss, alteration, destruction or corruption of data even if the Party has been advised of the possibility of such damages.
6.3 The limitations of liability shall not apply to damages caused by wilful misconduct or gross negligence or to liability under Section 5 (Confidentiality).
7. OTHER TERMS
7.1 Nothing in the Agreement is intended, or shall be construed, to establish a joint venture or partnership between the Partner and the Supplier. Neither Party to the Agreement shall have any express or implied right or authority to assume or create any obligations on behalf of, or in the name of, the other Party, or to bind the other Party to any contract, agreement or undertaking with any third party.
7.2 The Supplier shall be free to use subcontractors in the performance of its obligations under the Agreement. The Supplier shall be liable for the acts and omissions of its subcontractors under the Agreement as for its own.
7.3 A Party shall have the right to use its relationship with the other Party in its marketing and sales promotion activities.
7.4 Neither Party shall be liable for any delays or non-performance of its obligations or any damages caused by an impediment beyond its reasonable control, which it could not have reasonably taken into account at the time of entering into the Agreement, and whose consequences it could not reasonably have avoided or overcome. For instance, errors in public communication networks or electricity supply shall constitute such an impediment. Strike, lockout, boycott and other industrial action shall constitute a force majeure event also when the Party concerned is the target or Party to such action. A force majeure event suffered by a subcontractor of Party shall also discharge such Party from liability, if the work to be performed under subcontracting cannot be done or acquired from another source without incurring unreasonable costs or significant loss of time. Each Party shall without delay inform the other party in writing of a force majeure event and the termination of the force majeure event.
7.5 All amendments to the Agreement shall be made in writing and shall be confirmed by both Parties’ signatures.
7.6 Neither Party shall be entitled to assign nor transfer its rights, benefits and obligations under the Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Supplier shall, however, have the right to assign the Agreement to its group company, or to a third party in connection with a sale or transfer of its business or a relevant part thereof.
7.7 Any terms and conditions that by their nature or otherwise reasonably should survive a cancellation or termination of the Agreement shall be deemed to so survive.
8. TERM AND TERMINATION
8.1 The Agreement shall remain in force until terminated by a Party for convenience by a three (3) months’ written notice to the other Party.
8.2 A Party may terminate the Agreement for cause with immediate effect upon written notice to the other Party if:
8.2.1 the other Party becomes insolvent, applies for or is adjudicated in bankruptcy or liquidation or corporate restructuring or otherwise ceases to carry on its business; or
8.2.2 the other Party is in material breach of the terms and conditions of the Agreement and fails to remedy such breach (if the breach is of such a nature that it can be remedied) within thirty (30) days from the date of receipt of a written notice by the non-defaulting Party, such written notice detailing the breach and the intention to terminate.
8.3 The Supplier shall have the right to terminate the Agreement for convenience with immediate effect at any time by a written notice to the Partner, if the Partner ceases to be qualified to any role or membership level in the Program, as set out in the Web Site.
9. GOVERNING LAW AND DISPUTES
9.1 The Agreement shall be governed by and construed in accordance with the substantive laws of Finland, excluding its choice of law provisions.
9.2 Any dispute, controversy or claim arising out of or relating to the Agreement, 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 number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland.