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These Aibidia Terms of Service between the Customer and Aibidia Oy (a Finnish limited liability company with a business ID 2661124-8, “Aibidia” or the “Supplier”) set forth the terms and conditions for the use of the Aibidia Service (the “Agreement“).
IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THESE TERMS AND CONDITIONS. BY REGISTERING WITH THE AIBIDIA SERVICE AND/OR BY CLICKING THE “GET STARTED NOW” BUTTON OR BY OTHERWISE ENTERING INTO THIS AGREEMENT OR BY USING THE AIBIDIA SERVICE YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD AND THAT YOU AGREE TO THE TERMS AND CONDITIONS SET OUT BELOW. PLEASE NOTE THAT IF YOU DO NOT ACCEPT OR AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE OR ACCESS THE AIBIDIA SERVICE.
Any referral to “Agreement” shall include these Aibidia Terms of Service and the documents referred to herein. In addition to these Terms of Service, you agree to comply with any supplemental policies or operating rules of the Aibidia Service, such as any usage restrictions and usage limits, that may be published from time to time on the Aibidia Service.
For the purpose of this Agreement, the following capitalized terms shall have the meanings defined below:
“Affiliate” shall mean any legal entity which is directly or indirectly owned or controlled by a party or directly or indirectly owning or controlling a party or under the same direct or indirect ownership or control as a party for so long as such ownership or control lasts. Ownership or control shall exist through direct or indirect ownership of more than fifty (50%) percent of the nominal value of the issued equity share capital or of more than fifty (50%) percent of the voting rights entitled to vote for the election of directors or persons performing similar functions or right by any other means to elect or appoint directors or persons who collectively can exercise such control.
“Aibidia Service” shall mean Aibidia’s cloud-based Transfer pricing execution management system (TXM) and related services in the form provided by Aibidia from time to time and which may be accessed and/or used via a web browser.
“Authorized User” shall mean the Customer’s and its Affiliates’ employees, contractors, consultants or other individuals who have the right to use the Aibidia Service under this Agreement.
“Customer” shall mean the customer entity entering into this Agreement and subscribing to the Aibidia Service.
“Customer Data” shall mean all information or material that the Customer, its Affiliate or an Authorized User submits to the Aibidia Service or processes, stores or generates in the Aibidia Service. Customer Data may include personal data.
“Intellectual Property Rights” shall mean all intellectual property rights, including copyrights, trademarks, trade names, trade secrets, patents, utility models, designs, database rights, methods, processes and inventions, and any other intellectual property rights, whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights.
2.1 Grant of rights
2.1.1 Upon the subscription of the Aibidia Service and subject to the compliance with the terms of this Agreement and the payment of the applicable service fees, the Supplier grants to the Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to access and use the Aibidia Service for the Customer’s internal business purposes during the term of this Agreement.
2.1.2 The Customer may allow its Affiliates to use the Aibidia Service in accordance with this Agreement, provided that the Customer shall remain liable for the acts and omissions of its Affiliates.
2.1.3 All Intellectual Property Rights in and to the Aibidia Service are and shall at all times remain the sole and exclusive property of the Supplier and/or any relevant third parties. The Aibidia Service is licensed, not sold, to the Customer and the Customer does not acquire any rights of ownership in the Aibidia Service. Nothing in this Agreement shall constitute a transfer of any Intellectual Property Rights of the Supplier or any third party to the Customer. All rights not expressly granted to the Customer shall be retained by the Supplier.
2.2 General
2.2.1 The person signing or otherwise accepting this Agreement represents and warrants that it has the authority to bind the Customer to this Agreement.
2.2.2 The user credentials of the Aibidia Service are personal to each Authorized User and the use of Aibidia Service is not allowed by anyone other than the Authorized User to whom the Supplier has provided access to use the Aibidia Service.
2.2.3 The Customer shall not on the basis of this Agreement have any rights to modify, decompile, reverse engineer, access the source code of or transfer, assign, sublicense or distribute the Aibidia Service or any part thereof.
2.2.4 The Customer is responsible for acquiring any and all network, internet and telecommunications connections and all technical equipment required for using the Aibidia Service.
2.2.5 This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
3.1 Changes
3.1.1 The Supplier reserves the right to make changes to the Aibidia Service and develop the Aibidia Service, including any updates or upgrades of the same, which changes the Supplier, in its own reasonable opinion, deems necessary and which changes shall not materially affect the Aibidia Service.
3.1.2 If such changes of the Aibidia Service require changes to be made to the Customer’s equipment or software, the Supplier shall notify the Customer of all such necessary changes at least one (1) month in advance prior to implementing such changes to the Aibidia Service. The Customer is responsible for carrying out such changes to its equipment or software at its own expense. The terms and conditions agreed in this Agreement shall automatically apply to all updates, modifications or amendments to the Aibidia Service.
3.2 Temporary interruptions
3.2.1 In the event of an emergency, failure, suspected failure, or a security breach, without limiting any other rights of the Supplier hereunder, the Aibidia Service may be temporarily interrupted or suspended, or permanently discontinued.
3.2.2 In all other cases, except for those covered in section 3.2.1 above, should the Supplier elect to modify or suspend the Aibidia Service due to a planned change, it will use commercially reasonable efforts to give the Customer no less than five (5) days’ written notice of any such modification or suspension.
4.1 The Aibidia Service is licensed to the Customer only under the terms of this Agreement, and the Supplier reserves all rights not expressly provided herein.
4.2 The Customer shall not use the Aibidia Service in violation of applicable laws and shall not make the Aibidia Service available to anyone else than the Authorized Users.
4.3 The Customer may not sublicense, rent, lease, loan, sell, or distribute the Aibidia Service.
4.4 The Customer may use the Aibidia Service solely for its internal business purposes and may not use the Aibidia Service to develop any applications, software or a service substantially similar to the Aibidia Service and may not use the Aibidia Service otherwise in a way that could in any way interact or interfere with the performance of the Aibidia Service or any portion thereof.
4.5 The Customer shall not attempt to gain unauthorized access to use the Aibidia Service or its related systems or networks and shall not probe, scan or test the vulnerability of the Aibidia Service.
4.6 The Customer shall not on the basis of this Agreement have any rights to modify, decompile, bootleg, reverse engineer, disassemble, translate, or extract the inner workings of any software constituting part of the Aibidia Service, or the Aibidia Service’s structural framework, or otherwise attempt to derive the source code of, modify, or create derivative works of any such software or perform any actions that could damage, disable, disrupt, overburden or impair the Aibidia Service or its underlying services or systems.
4.7 The Customer shall not copy the Aibidia Service or any part, feature, function or user interface thereof, or create derivative works of the Aibidia Service or any part, feature, function or user interface thereof.
4.8 The Customer shall not use any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., in connection with the Aibidia Service.
4.9 The Customer shall not transmit any viruses or malware or other computer programming that may damage or detrimentally interfere with the Aibidia Service or its underlying services or systems.
4.9 The Customer agrees that the Supplier may terminate the Customer’s access to the Aibidia Service immediately, if the Customer is found to be in violation of this Section 4.
5.1 Customer Data
5.1.1 The Supplier uses Azure automated backup capabilities and geo-redundancies to back-up Customer Data as part of the Aibidia Service. However, the Supplier does not guarantee availability of backup functionality or backup copies in all cases, and the Customer shall be solely responsible for making backup copies of Customer Data. In the event of any loss of or damage to Customer Data, the Supplier’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial efforts to restore the lost, altered or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier or its subcontractor.
5.1.2 The Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of, or right to use, all Customer Data.
5.2 Data Protection and Processing of Personal Data
5.2.1 The Supplier acts as a data processor and the Customer acts as a data controller, within the meaning of the applicable data protection legislation and this Agreement.
5.2.2 For the purposes of this clause, “controller”, “processor”, “personal data” and “processing” shall have the meanings given to them in them in the applicable data protection legislation and this Agreement.
5.2.3 For the purposes of this clause, the applicable data protection legislation shall mean the applicable laws and regulations in respect of the processing of personal data and data protection, including the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation, “GDPR”) as well as supplementary Finnish legislation, case-law and guidance from supervisory authorities.
5.2.4 The processing of personal data is specified as follows:
Subject-matter, nature and purpose of the processing: Personal data is processed to provide the Aibidia Service to the Customer. The processing includes storing, analyzing and modifying the data.
Duration of the processing: Personal data is processed for as long as the Customer is using the Aibidia Service.
Categories of data subjects: Users of the Aibidia Service and any other subjects whose data the Customer includes.
Type of personal data: User account data (name, e-mail, unique user ID in the Aibidia Solution), contact details, data input by the Customer.
5.3 Responsibilities of the Customer
5.3.1 Where the Customer Data includes personal data, the Customer acts as a data controller under the applicable data protection legislation. This Agreement shall be deemed to form the documented instructions issued by the Customer to the Supplier concerning the processing of such personal data.
5.3.2 The Customer commits to ensuring compliance with the data controller’s obligations under the applicable data protection legislation.
5.4 Responsibilities of the Supplier
5.4.1 For the purposes of this Agreement, with regard to personal data included in the Customer Data, the Supplier acts as a data processor under the applicable data protection legislation. The Supplier processes the personal data, on behalf of the Customer, solely to the extent necessary to provide the Aibidia Service, in accordance with the requirements set out in the applicable data protection legislation and this Agreement.
5.4.2 The Supplier shall implement appropriate technical and organizational measures for ensuring the security of the processing and maintain appropriate documentation of these measures and processing activities. The Customer understands that the personal data shall be stored on Microsoft Azure and is, therefore, subject to the data security standards applied by Microsoft Azure which measures the Customer hereby agrees to as appropriate for the purposes of this clause.
5.4.3 The Supplier shall not use the Customer’s personal data for any other purpose than the purposes of and in accordance with this Agreement. However, the Supplier shall have the right to generate anonymous usage, statistic, and other data from the Customer Data and by analyzing the Customer’s use of the Aibidia Service for updates and development of Aibidia’s services. The Intellectual Property Rights and title of such generated data shall belong to the Supplier.
5.4.4 The Supplier commits to ensuring that all the persons processing personal data under the authority and supervision of the Supplier have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality, in addition to which such persons shall process personal data only pursuant to this Agreement.
5.4.5 At the request of the Customer, the Supplier commits to assist the Customer to ensure compliance with the provisions on the data subject’s rights by appropriate technical and organizational measures and to inform the Customer about the requests received from the data subjects.
5.4.6 The Supplier shall provide the Customer all information necessary to demonstrate compliance with the obligations concerning the processing of personal data. At the cost of the Customer and against reasonable compensation to the Supplier, the Supplier shall allow the Customer, either on their own or through a third party, which third party shall not be a competitor of the Supplier, to conduct audits in the presence of the Supplier, provided that the audit does not in any way compromise the security of the Supplier’s operation or services, or the protection of any personal data of other customers of the Supplier. The Customer shall notify the Supplier in writing at least thirty (30) days in advance, after which the Parties shall mutually agree on the extent and timing of the audit, always conducted during the Supplier’s normal working hours. The Customer and the third party are bound by confidentiality obligations over any trade secrets or other confidential information of the Supplier disclosed during such audit. Notwithstanding the foregoing, the Customer understands and acknowledges that the personal data is stored on Microsoft Azure and that any audit the Customer wishes to extend to Microsoft Azure shall be subject to Microsoft Azure terms and conditions.
5.4.7 At the request of the Customer the Supplier shall assist the Customer in completing possible data protection impact assessments, notifications of personal data breaches and prior consultation requests to data protection authorities to the extent they relate to the processing of personal data performed by the Supplier in connection with the Supplier’s provision of the Aibidia Service.
5.4.8 After the end of the provision of the Aibidia Service under the Agreement, the Supplier undertakes to either delete or return all the personal data under the Customer’s responsibility to the Customer. The Supplier deletes existing copies of the personal data, unless legislation requires storage of the personal data.
5.4.9 Should the Supplier need information or other assistance from the Customer in order to fulfil its assistance obligations pursuant to this Clause 5, the Customer shall be obliged to provide such information or other assistance requested by the Supplier without undue delay and without cost.
5.4.10 The Supplier shall be entitled to charge reasonable compensation for costs incurred from assisting the Customer pursuant to this Clause 5.
5.5 Sub-processors
5.5.1 The Customer gives the Supplier a general authorization to engage sub-processors in the processing of Personal Data done on behalf of the Customer. The Supplier shall remain liable for the actions of its sub-processors as it is of its own.
5.5.2 The Supplier undertakes to inform the Customer regarding changes in the sub-processors used by the Supplier. The Customer may, for a grounded reason pertaining to privacy and data protection, object to the use of a certain sub-processor. In such case, the Supplier and the Customer shall strive to find an alternative solution pertaining to the processing of personal data. If such a solution is not found, the Supplier may terminate or suspend the processing of personal data without being in breach of the Agreement.
5.5.3 The Supplier shall only use sub-processors that, to the Supplier’s reasonable knowledge, are capable of providing a sufficient level of protection for personal data as required by this Agreement and the applicable data protection legislation. The Supplier shall ensure that the sub-processors are bound by terms substantially similar to the data protection provisions of this Agreement.
5.6 Transfer of Personal Data
5.6.1 The Supplier is entitled to transfer personal data outside the European Union or the European Economic Area, provided that the Supplier commits to ensuring that the Supplier itself and its subcontractors transfer personal data in compliance with the applicable data protection legislation, including provisions stipulated in Chapter V of the GDPR.
5.6.2 Some features of the Aibidia Service may enable the Customer to transfer personal data outside the Aibidia Service to third party service providers, such as payment processors. Such service providers are outside the scope of the Aibidia Service and the Supplier is not responsible for the use of these service providers. The location of such third party service providers may be anywhere in the world, and depending on the third party service providers the Customer chooses to use, personal data may also be transferred outside the European Union or the European Economic Area.
5.7 Personal Data Breaches
5.7.1 In the event of a personal data breach, the Supplier shall without undue delay after becoming aware of such breach notify the Customer thereof in writing.
5.7.2 The Customer must inform the Supplier without undue delay if the Customer becomes aware of a personal data breach which concerns the personal data which the Supplier processes on behalf of the Customer. Should the Supplier need information in the event of a personal data breach in order to fulfil its obligations under this Agreement and the applicable data protection legislation, the Customer must give such information to the Supplier without undue delay.
6.1 The Customer shall:
7.1 As a compensation for the use of the Aibidia Service, the Customer shall pay the Supplier the fees set forth in the Supplier’s price list in force from time to time.
7.2 The Customer shall pay the fees in accordance with the payment terms provided by the Supplier through the Aibidia Service. Except as expressly set forth herein, all fees are non-refundable once paid and the Customer shall not be entitled to refund of any fees in the event of termination of this Agreement.
7.3 All prices quoted are net amounts and exclusive of VAT or any other applicable sales tax, as the case may be, which will be added to the invoices where applicable.
7.4 The Supplier shall have the right to adjust the fees and prices for the Aibidia Service from time to time. Any change in the pricing for the Aibidia Service shall be notified by the Supplier to the Customer in writing at least three (3) months prior to such change taking effect. In the case the Customer does not accept the price amendment, the Customer shall have the right to terminate the Agreement as of the effective date of the price amendment by a written notice to the Supplier, which notice shall be issued at least thirty (30) days prior to the effective date of the price amendment. Any price list changes shall not apply to ongoing subscription terms that have already been paid for by the Customer, but they shall be applied to any renewals of such Aibidia Service subscription terms. If the Customer does not issue a termination notice as set out above, the price amendment shall be deemed to be approved by Customer.
8.1 Except for the limited license rights expressly granted to the Customer in section 2.1 above, the Supplier shall retain all Intellectual Property Rights, title and interest in and to the Aibidia Service, as well as any related documentation and any copies, modifications, translations, amendments and derivatives thereof, whether or not specifically recognized or perfected under the laws of the country where the Aibidia Service is used. The Customer shall not take any action that jeopardizes such Intellectual Property Rights or acquire any right in or to the Aibidia Service, except for the limited license specified in this Agreement.
8.2 Except as expressly stated herein, this Agreement does not grant the Customer any Intellectual Property Rights in the Aibidia Service and all rights not expressly granted hereunder are reserved by the Supplier.
9.1 Term and Termination
9.1.1 This Agreement commences on the date the Customer first accepts it and continues until the subscription to use the Aibidia Service hereunder has expired or has been terminated.
9.1.2 Unless otherwise agreed, the term of the subscription is one (1) year, after which the subscription will be automatically renewed for additional one-year subscription terms provided that the Customer pays the applicable fees for the additional subscription term before the additional subscription term begins.
9.1.3 Either Party may terminate this Agreement with immediate effect if the other Party materially breaches the provisions of this Agreement and fails to correct the breach within thirty (30) days of having received a written notice of the breach. The Customer acknowledges that a failure by the Customer to pay the fees set forth in this Agreement shall constitute a material breach of this Agreement and the Customer acknowledges that the Supplier may cease to provide the Aibidia Service to the Customer due to such failure by the Customer without prior notice.
9.1.4 The Supplier may terminate this Agreement with immediate effect, in whole or in part, if the Customer becomes bankrupt, liquidated or insolvent or enters any proceedings in this regard.
9.1.5 If this Agreement is terminated by the Customer due to a material breach by the Supplier in accordance with Section 9.1.3, the Supplier will refund the Customer any prepaid fees covering the remainder of the subscription term after the effective date of termination. If this Agreement is terminated by the Supplier in accordance with Section 9.1.3 or 9.1.4, the Customer is liable to pay any unpaid fees covering the remainder of the subscription term.
9.2 Destruction or return of Customer Data upon termination
9.2.1 Within reasonable time from the expiry or termination of the Agreement, the Supplier shall destroy or anonymize the Customer Data (including personal data processed by the Supplier on behalf of the Customer). Upon the Customer’s request, the Supplier shall return to the Customer the Customer Data (including personal data processed by Supplier on behalf of the Customer) electronically in a structured form, as well as destroy all existing copies of such Customer Data. The Supplier may charge for the return of Customer Data to the Customer. Notwithstanding anything in this Agreement, the Supplier shall have the right to retain copies of the Customer Data to the extent that the applicable laws require storage of the copies of data and shall not be required to delete copies of the personal data from its backup servers until such time that the backup copies are scheduled to be deleted.
10.1 The Customer shall indemnify, defend and hold the Supplier harmless from and against any and all liability, loss or damage in connection with any third party claim, demand or judgment (including but not limited to claims related to the Customer Data) arising out of or relating to the Customer’s use of the Aibidia Service or the Customer’s breach of this Agreement.
11.1 The Aibidia Service shall be provided ”AS IS”, without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose or performance, or any warranty concerning the results to be obtained from the Aibidia Service. The Customer is solely responsible for ensuring that the Aibidia Service is suitable for the purposes for which the Customer intends to use it.
11.2 The Supplier does not guarantee that the Aibidia Service will function error-free or uninterrupted. The Customer acknowledges that the Supplier does not control the transfer of data over communication facilities, including the Internet, and that the Aibidia Service may be subject to limitations, delays and other problems inherent in the use of such communication facilities.
11.3 The Supplier shall have no responsibility (or related liability) for backing up customer data or any information that the Customer provides to the Supplier. For the avoidance of doubt, the Supplier does not warrant the continued availability of the Aibidia Service and it shall not be liable to compensate the Customer any downtime of the Aibidia Service. To the extent permitted by applicable law, the Supplier does not warrant that the Customer Data will be protected against loss, misuse or alteration by third parties.
12.1 To the extent permitted by applicable laws, in no event shall the Supplier be liable for any incidental, special, indirect or consequential damages whatsoever, including without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to the Customer’s use or inability to use the Aibidia Service, however caused, regardless of the theory of liability (contract, tort or otherwise), even where the Customer has been advised of the possibility of such loss or damage.
12.2 To the extent permitted by applicable laws, the Supplier shall not be liable for the destruction or loss of Customer Data, nor for any damages and expenses incurred to the Customer as a result. The Supplier shall not in any way be liable for the Customer’s own use of the Aibidia Service or any damages or losses resulting thereof. The Supplier shall have no liability arising out of any unavailability of the Aibidia Service.
12.3 The Supplier accepts no liability whatsoever for any problems caused by network connections or electricity supply, or any other problems relating to any service or product provided by any third party service provider.
12.4 The total aggregate maximum liability of the Supplier towards the Customer for direct damages shall be limited to the amount of total fees paid by the Customer for the Aibidia Service during the period of twelve (12) months immediately preceding the receipt of the claim for damages.
12.5 Notwithstanding and without limiting the generality of the foregoing, the above agreed limitations of liability shall not apply to damages caused intentionally or by gross negligence.
13.1 The Parties undertake to keep confidential all confidential Information received from the other Party including but not limited to technical, financial and commercial information (“Confidential Information”) and refrain from using such information for any other purpose than for the proper fulfilment of the obligations under this Agreement. The Parties are also liable to ensure that those of its employees and subcontractors who have access to the information, are bound by a similar confidentiality obligation.
13.2 The foregoing non-disclosure obligation shall not apply to information which:
(a) was in the public domain at the time of the disclosure of such information or later became part of the public domain without breach of these confidentiality obligations;
(b) was in the possession of the Party receiving Confidential Information prior to the disclosure;
(c) the receiving Party has received lawfully from any third party without restriction on disclosure;
(d) can be shown to have been independently developed by the personnel of the receiving Party having no access to such information; or
(e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the disclosing Party).
13.3 Without prejudice to the generality of the foregoing, each Party agrees to protect the Confidential Information at least with the same due care that it exercises with respect to its own Confidential Information and business secrets.
13.4 The Parties shall promptly upon termination of this Agreement or when a Party no longer needs the Confidential Information received from the other Party for the purposes of this Agreement, cease using the Confidential Information.
13.5 The rights and obligations defined in this section 13 shall survive the termination of this Agreement and remain in force for a period of five (5) years from the termination of this Agreement.
14.1 Reference use. The Supplier is allowed to use the Customer’s name and logo in its marketing of the Aibidia Service pursuant to good business practises unless the Customer expressly denies the Supplier’s reference right by providing the Supplier a written notice of the same.
14.2 Force Majeure. If the performance of any part of this Agreement by either Party, or of any obligation under this Agreement, is prevented, restricted, interfered with or delayed by reason of any cause beyond the reasonable control of the Party liable to perform, unless conclusive evidence to the contrary is provided, the Party so affected shall, on giving written notice to the other Party, be excused from such performance to the extent of such prevention, restriction, interference or delay, provided that the affected Party shall use its reasonable best efforts to avoid or remove such causes of non-performance and shall continue performance immediately whenever such causes are removed.
14.3 Assignment. The Customer may not, without the Supplier’s prior written consent, assign this Agreement, or any of its rights or obligations under this Agreement, to any third party. The Supplier may assign this Agreement to any of its Affiliates or a third party or as a part of a sale of its business operations pertaining to this Agreement or a part thereof without the Customer’s consent.
14.4 Amendments. The Supplier is entitled to amend the Agreement by providing the Customer with a one (1) month prior written notice to the Customer’s and/or the Authorized Users’ email address. If the Customer does not accept the changes made by the Supplier to this Agreement, the Customer has the right to terminate the Agreement by notifying the Supplier thereof in writing at least two (2) weeks prior to the effective date of such change.
14.5 Waiver. A failure or delay of either Party at any time or times to require performance of any provision of this Agreement shall in no manner affect such Party’s available remedies or right at a later time to enforce the same. No waiver by either Party shall be interpreted as a waiver of any other right provided herein.
14.6 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, offers, negotiations and representations between the Parties, whether written or oral, with respect hereto. This Agreement shall be construed as having been mutually drafted by the Parties without regard to any actual division of responsibility in the drafting hereof.
14.7 Construction. The headings in this Agreement are intended for convenience only and shall not affect the meaning or interpretation hereof. Unless the context otherwise requires, the singular shall include the plural and the plural shall include the singular.
14.8 Partial invalidity. Should any of the provisions of this Agreement be, or become invalid or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions.
15.1 This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of Finland, excluding its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
15.2 Any dispute, controversy or claim arising out of or relating to this Agreement, a breach, termination or invalidity hereof shall be attempted to be amicably settled through negotiations between the Parties and failing the same, shall be finally settled by arbitration in accordance with the arbitration rules of the Finnish Central Chamber of Commerce by one (1) arbitrator. The place of arbitration shall be Helsinki and the English language shall be used throughout the proceedings. The award shall be final and binding upon the Parties.