General Terms and Conditions of Sale
1. General information
1.1 The Finnish company Quanturi Oy headquartered at Lars Sonckin kaari 16, 02600 Espoo, Finland (hereinafter referred to as ‘Quanturi’) has developed an innovative solution called ‘HAYTECH’ that is designed for agricultural hay producers. The HAYTECH system is designed to warn against farm fires and to provide an indicator of the hay’s quality through the continuous real-time monitoring of the status of the fodder.
1.2 The system enables users to not only enhance the safety of the hay by warning agricultural producers (hereinafter referred to as ‘Customers’) of any conditions deemed to be abnormal, but also to support good hay quality by continuously monitoring the status of the fodder.
1.3 These General terms and conditions of sale (hereinafter referred to as the ‘General TCS’) apply to all HAYTECH sales systems in Europe. They prevail over any and all other contractual or commercial provisions including those shown on the Customer’s commercial documents.
1.4 These General TCS, together with annex A and to the accepted quote, represent the entirety of the Agreement between the Parties. No general or specific conditions or other documents sent or submitted by one party to the other party may be joined to these documents.
2.1 The terms defined below have the meaning given herein between the Parties:
‘confidential information’: all information noted as being ‘confidential’ is considered to be confidential, as well as all orally communicated information confirmed as being confidential by electronic means within 2 working days of the communication;
‘Customer’: this refers to the individual person or legal entity within the confines of their business activity seeking to benefit from the HAYTECH system, and accepting the quote submitted by Quanturi together with these General TCS. The person shown on the quote is deemed to be the Customer;
‘quote’: this refers to the document drawn up by Quanturi based on the information provided by the Customer specifying the service provisions and goods to be delivered within the confines of the HAYTECH implementation system for the Customer to use, according to the costs and time periods given. These General TCS are attached to the quote when it is sent to the Customer;
‘accepted quote’: this refers to the quote that has been completed and signed by the Customer, acting as the acceptance of the offer made by Quanturi and these General TCS;
‘material’: this refers to the temperature probes and the transmission element – the physical elements of the Haytech system;
‘party/parties’: this refers to Quanturi and/or the Customer or both of these depending on the context;
‘intellectual property’: this refers to all intellectual property rights such as patents, drawings and models, knowledge, brands, databases, industry secrets, methods and copyright whether or not they have been registered, including applications for all protections rights and types that have an effect equivalent or similar to any of the aforementioned items that may either now or at any point in the future exist anywhere in the world;
‘HAYTECH’ system: this refers to the whole set of items that includes the temperature probes, the transmission element (material) and the SaaS Service provision enabling the user to continually monitor the hay and receive alert messages in the event that a situation is judged to be abnormal;
‘SaaS Services’: this refers to the totality of the services provided to the Customer via the application and the internet site.
3. Duration of Agreement
The Agreement comes into force on the date of the receipt of the accepted quote by Quanturi. It is concluded for the duration of the provision of the services set out in these General TCS and in annex A.
4. Conclusion of contract
4.1 Business proposal: The Customer submits a request for a quote in respect of the installation of the HAYTECH system to be operated by the Customer. This submission is made by way of a form requesting information that is sent to Quanturi.
Upon the quote request’s receipt, Quanturi then forwards a quote setting out the core elements of the proposed service together with these General TCS. The quote and the General TCS constitute a firm contract offer.
The offer is valid for the duration indicated in the quote. By default, the offer will be valid for a period of fourteen (14) days counting from its receipt by the Customer.
4.2 Acceptance: Acceptance of the quote is formalised through the completion of the fields given and the signature of the quote. Quanturi’s receipt of the accepted quote acts as the acceptance of the quote and these General TCS and annexs. In any case, the relationship between the Parties is governed by the General TCS unless they have been expressly excluded.
4.3 Pre-contractual information: The Customer acknowledges having been provided with these General TCS and technical details of the HAYTECH system in a legible and comprehensible manner prior to placing the order, and has all the determining information for the purposes of giving their consent.
5. Delivery and reception of material
5.1 Delivery of material. Quanturi will deliver the material within the time period stated on the accepted quote. In the event of any delivery delays occurring, no late interest payment or compensation payment is due to the Customer, nor are the General TCS rendered invalid.
5.2 Reception of material. After the material has been delivered, the Customer has seven (7) calendar days to check that it is working properly.
Within this time period, it is down to the Customer to express all necessary reservations in writing to Quanturi in the event of any damage having been done to the delivered material or in the event that anything is missing or ruined. Quanturi will, where applicable, arrange for the material to be replaced and deal with the reservations expressed as quickly as possible, and by working together with the Customer.
Any Material about which a reservation has not been expressed to Quanturi within seven (7) calendar days of its reception will be deemed to have been definitively received by the Customer. This also applies if the Customer begins to use the material. It should be pointed out that material is considered to have been definitively received by the Customer if noted errors do not impede the usage of the material.
In any case, Quanturi undertakes to remedy errors raised as quickly as possible, in line with the guarantee obligations set out in these General TCS.
5.3 Costs of delivery of material and transfer of risks. The material’s delivery conditions are in line with the rules established by the 2015 Incoterm, EXW.
6. SaaS Services
SaaS Services are governed by annex A of these General TCS.
In the event of any discrepancy arising between the General TCS and annex A in relation to the SaaS Service, then the contents of annex A prevail.
7. Right to withdraw from the sale
The Customer has fourteen (14) clear days counting from the reception of the material to exercise their right to withdraw from agreeing to buy any unused material without any penalty and without giving a reason.
In order to exercise this right, the Customer is to notify Quanturi of their decision, and must return the material in its original packaging.
The Customer has the right to obtain a full refund of the sum paid unless the material has been used, or is no longer in perfect working order, or is not in its original packaging. If any of these apply then the Customer does not have the right to withdraw from the sale.
The Customer’s withdrawal means that the SaaS Services provided by Quanturi will not be provided, and the Agreement is retroactively destroyed.
8. Price and methods of payment
8.1 Price. The price of the material ordered within the confines of these General TCS is stated in euros exclusive of taxes and is shown on the accepted quote. All costs relating to dispatch, customs and insurance where applicable are to be met by the Customer and are invoiced for by Quanturi. Prices stated will have taxes added to them, such as the VAT applicable on the date of invoice. All payments are to be made by the Customer by bank transfer to Quanturi.
8.2 Payment conditions. Invoices are to be settled by the Customer by bank transfer within fourteen (14) days of the date of issue of the invoice by Quanturi.
Any late or non-payment of all or part of an invoice issued by Quanturi in the fourteen (14) days following its issue then – without any reminder being required – late penalties will be due. The interest rate will be the interest rate used by the European Central Bank for its most recent refinancing operation plus 10 percentage points. This rate is the rate in force on the 1st of January of the year in question for the first half-year period of the relevant year. For the second half-year period of the relevant year, it will be the rate in force on the 1st of July of the relevant year.
These penalties are calculated on the sum shown on the invoice inclusive of all taxes, with no restriction on Quanturi’s right to claim compensation for any damages caused that are related to late or non-payment. Penalties will be due counting from the day on which the invoice is due to be paid until the day the money is collected by Quanturi.
In addition, any Customer that is in a late payment situation is as of right liable to pay a fixed fee for the cost of recovery, this fee being fixed at 40 euros. In the event that the recovery cost is higher than this, then Quanturi may ask for an additional fee payment upon production of the supporting evidence.
8.3 Suspension/cancellation of the delivery of the material. Quanturi reserves the right to suspend or cancel the delivery of material in the event of any payment default by the Customer, or if the Customer’s financial situation appears too precarious for them to meet their payment obligations.
As soon as sufficient guarantee of payment is submitted by the Customer then Quanturi will lift the delivery suspension.
8.4 Reservation of ownership. Quanturi remains the owner of the material provide until complete payment of the price of the material has been made, the risks nevertheless being assumed by the Customer.
8.5 Right of pledge. Quanturi has the right to pledge the material.
8.6 Plurality of Customers. If several Customers agree to these General TCS and act as a single Customer, then these Customers are jointly responsible for the execution of these General TCS.
Manufacturer guarantee. Unless expressly stated otherwise by Quanturi, the guarantee given by the third-party manufacturer on products and merchandise included with the material applies.
9.1 Quanturi contractual guarantee. The material benefits from a contractual guarantee against all flaws arising from design or manufacturing defects.
9.2 The contractual guarantee does not cover the following:
– requests relating to a failure to abide by the user instructions or relating to abnormal usage of the material;
– defects due to defective maintenance or poor installation attributable to the Customer;
– changes to substantive repairs undertaken directly by the Customer;
– normal wear and tear of the material;
– damages arising from an operative event that occurred prior to the transfer of the risk to the Customer.
The contractual guarantee for replaced parts is six (6) months. The duration of the guarantee for all of the material is extended by the duration during which the material was not available for use where the defect was attributable to Quanturi.
9.3 Implementation of the guarantee: As soon as the Customer becomes aware of a defect in the material, then the Customer is to get in touch straight away with the Quanturi after-sales services in writing, giving a sufficient description of the alleged defect.
9.4 Deadline: the contractual guarantee covers a period of one (1) year from the date of the reception of the material;
9.5 Exceeding of deadline: If the Customer fails to proceed with notifying Quanturi of a problem in writing as set out above, then the Customer forfeits the right to benefit from the contractual guarantee. If the written notification is not submitted within the given time period, then the Customer likewise forfeits the right to make any claim for any damages that could have been avoided had such a notification been made and the defect remedied.
9.6 Repairs: Quanturi is to repair and/or replace defective material immediately. In order to do so, the Customer must return the material together with their sales invoice to Quanturi or to the sub-contractor chosen by Quanturi.
9.7 Customer invoicing: The Customer is responsible for the transport costs related to the repair and/or replacement of defective materials.
Additionally, the Customer will also be invoiced in the following cases:
– costs of diagnostics if the tests exclude Quanturi from being liable for any defect.
– additional costs incurred for the repair and/or replacement of materials (i) if these operations involve working on other materials (ii) if the defective material is found at a location other than the one shown on the accepted quote.
9.8 Ownership of defective parts: Defective parts that have been replaced become the property of Quanturi unless otherwise decided by Quanturi.
9.9 Limitation of liability: Quanturi’s liability for defective materials is limited to the execution of its guarantee obligations.
9.10 At the end of the guarantee period. At the end of the guarantee period, the Customer may ask Quanturi to be involved in a paying maintenance agreement in respect of the material.
10. Intellectual property rights
10.1 Intellectual property rights: In line with intellectual property legislation, rights relating to the HAYTECH system, the material, the website https://quanturi.com, the mobile application, the SaaS Services, the data flow and all related documentation is the exclusive property of Quanturi or the third party to whom they have conceded a licence.
10.2 These General TCS do not in any way involve the transfer of any kind of intellectual property rights in respect of all or any part of the elements belonging to Quanturi or to any third party to whom it has granted a licence.
These General TCS confer the simple right to the Customer to use the HAYTECH system; SaaS Service usage rights are set out in annex A.
10.3 All partial or total representation of one of the elements covered by intellectual property right is forbidden without the express authorisation of Quanturi, and constitutes an infringement.
Consequently, the Customer may not act or behave in any way that is likely to directly or indirectly breach Quanturi’s intellectual property rights.
The Customer may likewise not erase, remove or conceal in any way whatsoever any Quanturi or third-party person brand names or ownership information on the material.
10.4 Expertise: Quanturi remains the owner of the methods and expertise or tools that belong to it that were used to execute the contractual services. This expertise is confidential.
11.1 The Parties undertake to refrain from communicating to third parties information of which they have become aware that is deemed to be confidential.
They undertake to use the confidential information solely for purposes necessary to the execution of these General TCS.
11.2 The Parties are to take the necessary measures in respect of this Article in respect of their own staff and/or sub-contractors.
11.3 This clause applies in the event that these General TCS become null and void or are terminated.
11.4 This confidentiality obligation applies for the duration of the contract and for a period of 5 years counting from its termination.
12. Personal data
12.1 In its capacity as the processing management entity, Quanturi implements a personal data handling process designed to ensure that all of the services it provides are handled in an optimum manner, as well as to ensure that its services are improved and that it carries out statistical research.
12.2 Collection of data is limited to information that is strictly necessary to fulfil these ends. The personal data that is collected is vital to this processing, and is used for Quanturi’s relevant services and also – where applicable – the services of its sub-contractors, service providers and business partners.
12.3 Customer data is retained for a period of 10 years.
12.4 The legal basis of this processing is the contractual execution of this Agreement.
12.5 Every Customer has the right to ask about, access, correct, remove and challenge all of the data held on them for legitimate reasons relative to the entirety of the data held about them.
12.6 Every Customer is entitled to formulate specific and general instructions relating to their post-mortem data’s preservation, removal and communication. Specific post-mortem instructions and the exercising of their rights are to be made by electronic mail to the email address email@example.com or by post to this address: Lars Sonckin kaari 16, 02600 ESPOO, Finland, together with a copy of a signed identity document.
12.7 Every Customer also has the right to make a claim with the national data protection authority.
13. Usage and precautions
13.1 The Customer is expected to thoroughly familiarise him or herself with the HAYTECH system usage instructions, and to then use the material with care and diligence.
13.2 The Customer’s installation of the HAYTECH system is not to take the place of the normal usage and safety precautions that the Customer should continue to take to avoid a fire breaking out. The HAYTECH system acts as an additional tool to safeguard the hay, but under no circumstances should it be used as the sole surveillance system. Quanturi cannot be held responsible for a fire breaking out nor for any of the consequences of this.
13.3 The Customer undertakes to regularly check that the whole HAYTECH system works properly, and to take all necessary precautions with respect to the material’s upkeep.
13.4 The Customer hereby notes that each temperature probe is to be used to measure the temperature of only one single haystack, and may not be used to measure several things.
13.5 Furthermore, the Customer undertakes to remove the temperature probes from the haystacks before they are used for any purposes other than conservation.
13.6 Quanturi may not under any circumstances be held liable for any damages arising from the Customer’s negligent use of the material whether this be direct or indirect, including – but not limited to – loss of profits, loss of savings or any other damages or expense.
14. Termination with cause
14.1 In the event that one of the parties fails to meet the obligations set out herein and that these failures are not remedied within thirty (30) days counting from the sending of a registered letter with proof of receipt setting out the failure in question, then the other party may as of right pronounce the contract terminated without prejudice to any damages or interests that they may claim by virtue of this document.
14.2 Cancellation, expiry or termination of these General TCS automatically bring to end the applicability of annex A.
15.1 The parties jointly and expressly agree that the liability of Quanturi may not be invoked by the Customer unless fault is proven.
16.1 The Parties also agree that the liability of Quanturi is to be invoked only in respect of the consequences of direct damages, and that indirect damages are excluded from being indemnified.
16.2 The Parties jointly agree by way of this document that indirect damages are to encompass loss of time, of benefits, of revenue, of margins, loss of orders, loss of income, loss of savings, and loss or changes to data or datafiles.
16.3 The liability of Quanturi is, by common agreement, limited to the lower amount out of:15% of the price of the accepted quote; the sums of money actually paid by the Customer to Quanturi during the six (6) months prior to the termination.
16.4 Liability limits do not apply to damages caused by a deliberate act or a serious error.
16.5 This clause is still applicable in the event that this contract becomes null and void, ended or terminated.
17. Other provisions
17.1 Force majeure A ‘force majeure’ incident is defined as an event whose occurrence is beyond the control of one of the Parties and that could not reasonably have been foreseen during the contract’s conclusion, and whose effects could not be avoided by appropriate measures. An incident of ‘force majeure’ prevents the execution of the obligation of the affected party.
17.2 If a ‘force majeure’ event has a duration greater than four (4) months, then each party has the right to bring this Agreement to an end, where this is reasonable, by advising the other party in writing of this without the other party being able to claim damages or interest.
17.3 The following occurrences are expressly considered to be incidents of ‘force majeure’ or unforeseen circumstances:
– Strike action, a lock-out or other adverse employment situation, fire, flood, embargo, war, governmental or legal restrictions and/or regulations and/or any other event that is independent of the express will of the parties and that prevents the normal execution of these General TCS.
17.4 Notifications All notices and requests set out hereinafter are drafted in the French language and are notified by electronic mail and/or by letter to the Party’s address given in the accepted quote or to the email address given by the parties. All postal letters must be sent by registered post with proof of receipt.'
17.5 Language. All documents relating to the Agreement are governed by the English language version. The sub-headings of the articles in this document do not form part of this contract and may not be used to facilitate their interpretation.
17.6 Transfer of agreement. This Agreement may not be the subject of any partial or total transfer either free of charge or at a cost by one party without the prior written agreement of the other party.
17.7 Sub-contracting. The obligations arising from the Agreement may only be sub-contracted out on the part of Quanturi at their sole discretion.
17.8 Appendices. The Agreement may be changed only by way of a separate appendix signed by the two parties’ duly authorised representatives, and identifying the changes to this document.
17.9 Tolerance/Renunciation. The parties mutually agree that the fact of one party tolerating a situation does not have the effect of the other party having the right to acquire rights to that end. Furthermore, such tolerance may not be interpreted as waiving the right to assert the rights in question.
17.10 Invalidity. If one or more stipulations in this contract are deemed to be not valid or declared as such in application of a legal act or regulation, or following a legal decision handed down as a final judgement with the force of legal authority by a competent legal entity, then the other stipulations retain all of their force and scope. However if the invalidity of a provision changes the initial intention or changes the balance of the parties’ interests in a substantial manner then the parties are to negotiate in good faith new provisions to restore their initial intention.
17.11 Totality: These General TCS cancel and replace all other quasi-contracts, implicit and explicit commitments and promises that have the same purpose as this document.
17.12 Other third-party beneficiaries. There are no third-party beneficiaries to the Agreement.
18. Applicable legislation
18.1 The Agreement is governed by Finnish law. The same applies in respect of the rules of form and of substance, regardless of the location at which the substantial or accessory obligations are being executed. The Agreement expressly excludes the application of the United Nations Convention of international merchandise sales contracts.
19.1 In the event of a difference of opinion, claim or dispute arising that relate to the provisions of the Agreement, the Parties are to strive to settle the conflicts amiably between each other within thirty (30) days of the written request of the more diligent party. If a decision is arrived at by common agreement then it carries a contractual value. This clause continues to apply even if these contractual relations become null and void, ended, terminated or dissolved.
20.1 IN THE EVENT OF A DISPUTE ARISING, THEN EXPRESS COMPETENCE IS ATTRIBUTED TO THE HELSINKI DISTRICT COURT IN FINLAND (‘HELSINGIN KÄRÄJÄOIKEUS’ IN FINNISH) REGARDLESS OF THE EXISTENCE OF MULTIPLE DEFENDANTS OR RECOURSE TO GUARANTEES. HOWEVER QUANTURI MAY, PRIOR TO OR DURING THE LEGAL PROCESS, APPROACH ANY COMPETENT COURT TO OBTAIN ANY PROVISIONAL OR PROTECTIVE MEASURE WHERE THIS MEASURE IS NECESSARY TO PROTECT ITS INTERESTS. IN THE EVENT THAT A CUSTOMER BREACHES CLAUSES RELATING TO INTELLECTUAL PROPERTY RIGHTS AND THE CONFIDENTIALITY OBLIGATION THEN QUANTURI IS ENTITLED, AT ITS DISCRETION, TO LODGE A PLEA WITH THE COURTS OF ALL TERRITORIES CONCERNED.
ANNEX A: SaaS Services
1.1 Quanturi provides a software solution in SaaS mode through its own HAYTECH web interface. These SaaS services are for the Customer’s use and are designed to enable the Customer to visualise and process the data collected by the HAYTECH system.
1.2 The Customer’s access model for the service is based on the Software as a Service (SaaS) model that relies on remote access to the solution and associated data. Prior to the conclusion of the agreements set out herein, the Customer is to have ensured that the functions they have contracted as part of the SaaS services are properly suited to their needs. The services chosen by the Customer are set out in the quote.
2.1 The terms defined in the Definitions article of the General TCS apply to this annex A.
2.2 The defined terms below are in addition to the already existing definitions:‘documentation’: this designates all of the documents setting out the implementation and functioning of the SaaS services, the documentation is accessible online;
‘aggregated data’: this designates the statistical data organised within a data structure that makes it possible to extract information on groups of data with common characteristics;
‘raw data’: this designates the data gathered by the HAYTECH system that has not yet been organised, formatted or analysed;
‘Customer space’: this designates a virtual space that is accessible on the application or the website www.haytech.net by way of a Customer login and password identifier, within which the Customer data can be visualised;
‘Login information’: this is the password and login identifier given to the Customer and allocated to each user personally and confidentially, enabling access to SaaS services from a securitised connection;‘SaaS services’: all of the IT applications given online that have been chosen by the Customer;
‘User’: this is the physical person authorised by the Customer to access the SaaS services that are the subject of this document;
‘Periodic service charges’: this refers to the periodic service charges payable by the Customer to Quanturi to access and use the SaaS services as set out in the accepted quote;
‘Service charges’: this refers to the charges payable by the Customer to Quanturi to access and use the SaaS services as set out in the accepted quote and that are not shown in the periodic service charges
3.1 This annex A comes into force upon the receipt of the quote accepted by Quanturi for a period lasting to the end of the calendar year following the parties’ agreement.
3.2 This annex A is then to be extended by yearly time periods.
3.3 This annex A may be repudiated by one or other Party subject to their adherence to a three (3) month notice period. The party wishing to repudiate this annex A is to communicate their decision by way of a registered letter with proof of receipt.
4. Quanturi’s General obligations
4.1 General information. The purpose of this contract is to define the conditions under which the company Quanturi Oy:– hands over SaaS Service usage rights to the Customer, who accepts them;– ensures that the SaaS Services are maintained and that the data is hosted.
4.2 Industry standards and practice. Quanturi undertakes to abide by all of the standards that apply in respect of the purposes of this annex A. Quanturi also undertakes to execute its obligations in respect of this annex A in line with industry practice.
5. Customer’s General obligations
5.1 Login information. The Customer is to ensure that only authorised persons that have the login details to connect to the Customer space are able to access the dedicated personnel space. The Customer is responsible for the preservation and confidentiality of the login information as well as for the other related confidential data. The Customer undertakes to take all useful measures to ensure the complete confidentiality of this information, and to avoid any identity theft or fraudulent activity within the Customer space.
5.2 Information: The Customer undertakes to provide to Quanturi all of the information necessary to providing the services and the access to the SaaS Services. The Customer is to inform Quanturi of all changes to their situation that affect the supply of the services.
5.3 Compatibility. Prior to any use of the SaaS Services, the Customer is invited to check that their hardware is compatible with the SaaS services. The Customer alone is responsible for the proper functioning of their equipment. The applicable technical requirements related to accessing the SaaS Services are set out in the SaaS Service documentation published by Quanturi. Quanturi is entitled to change the technical requirements set out in the documentation that relate to accessing the SaaS Services at any time. The Customer is responsible for abiding by these new requirements at their own expense in order to continue using the SaaS Services. Quanturi is to give the Customer a 1 month notice period of any changes so that the Customer can ensure that they are in conformity with the new technical requirements.
5.4 Liability. The Customer is responsible for the SaaS Services users’ usage.
6. Description of SaaS Services
6.1 Scope. The SaaS Services are set out in the quote accepted by the Customer.
6.2 Hosting. The SaaS Services are hosted on Quanturi’s servers or external servers at a service-provider designated by Quanturi that assures levels of guarantees and safety equivalent to the very highest. Unless specifically stipulated, the SaaS Services do not encompass the provision of supports to the Customer.
6.3 Quanturi handles the routing of data flows towards the IT applications hosted via a connection to the Customer space so that the data transmitted can be processed by the Customer’s material. Quanturi hosts the raw and aggregated data produced by the HAYTECH system and then processes that data.
6.4 Availability and security of SaaS Services. Quanturi implements all means necessary to ensure that the SaaS Services can be accessed 24 hours a day 7 days a week. Quanturi will also do everything possible, in line with industry practice, to safeguard the service, taking into account the complexity of the internet. Maintenance operations that cause the SaaS Services to be unavailable are undertaken as fast as possible, and Quanturi’s maintenance service strives to optimise the service delivery so as to minimise any inconvenience caused by maintenance.
6.5 Quanturi may not be held responsible for any unavailability whatsoever of SaaS Services if these are down to external factors – particularly for technical reasons, network congestion, improper use of SaaS Services, or negligence on the part of the Internet Service Providers. Likewise, Quanturi may not be held responsible for damages caused to an operating system and to the functionality of materials used that may arise as a result of service disruptions or interruptions.
6.6 The Customer must inform Quanturi as soon as possible of any service defect.
6.7 The Customer agrees to take all appropriate measures to protect their own content, data and/or software from contamination by any internet network virus. The Customer is also responsible for the quality, security and speed of their own internet connection.
6.8 Suspension. In the event that the Customer fails to abide by their obligations, Quanturi reserves the right to suspend the SaaS Services as of right and without prior notice. Access to the SaaS Services will be suspended for the time period necessary to undertake checks.
7. Ownership of services and usage rights
7.1 All elements that comprise the SaaS Services, including the interfaces made available to the Customer for the purposes of executing this agreement, documents and all other information provided by Quanturi to the Customer are and remain the exclusive property of Quanturi or its partners.Quanturi is likewise the holder of all intellectual property rights (copyright and sui generis rights of the database producer) relating to the databases created by Quanturi.
7.2 Consequently, the Customer may not behave or act in any way that is likely to directly or indirectly breach the intellectual property rights in relation to the SaaS Services, as well as the associated brands more generally.
7.3 Quanturi grants to the Customer – who accepts this – a personal, non-exclusive and non-transferable licence for the SaaS Services for the duration of annex A.
7.4 This usage right is exercised via remote access from the Customer’s login connection via their Customer space. The usage right is limited to the functionalities selected by the Customer and referred to in the accepted quote. All usage that is not expressly authorised by Quanturi is unauthorised.
7.5 The Customer is therefore prohibited from the following, among other things:making any representation or divulging or distributing the SaaS Services and associated document either free of charge or at a cost, and particularly from placing it online in any way;
using the SaaS Services and its associated documentation in any way whatsoever for the purposes of designing, making, distributing or marketing similar or equivalent services;
adapting, modifying, transforming, arranging or decompiling the IT applications that form the SaaS Services for any reason whatsoever, including to correct errors;
making any direct or indirect transcription or translation into another language of the IT applications and the user documents;
using the SaaS Services for any unauthorised or illegal processing.
8. Ownership of data produced by the Haytech system
8.1 The HAYTECH system generates raw data that is hosted within the Quanturi servers for processing. The processing of this data leads to the production of aggregate data designed to provide information on the external environment analysed by the temperature probes.
8.2 Quanturi is the owner of the raw data produced by the HAYTECH system and all other output arising from the processed data. Quanturi is also the owner of all databases created on the basis of the data produced (raw data and aggregated data) by the HAYTECH system.
8.3 Quanturi will then exploit this data within the confines of the law and/or any confidentiality obligation covering the aforementioned data, and under its sole responsibility.
8.4 Quanturi grants to the Customer usage rights for the data produced based on the SaaS Services by way of this document. These usage rights make it possible for the Customer to visualise the data and use the data for personal analysis. The Customer may not market the data or transmit it to a third party unless Quanturi has given its specific express agreement to do so.
8.5 Quanturi undertakes to retain the data that it owns in order to ensure the proper functioning of the services to which the Customer has signed up. Additionally, Quanturi undertakes to provide to every Customer back-up services for the data processed via the Customer interface prior to any termination of contractual relations or when the services have ended.
9. Evolution of services
9.1 Quanturi reserves the right to have the SaaS Services accessible via the Customer interface evolved in order to improve its services.
9.2 Generally speaking, Quanturi Oy reserves the right to take and implement any technical decision whose purpose is to improve its services, subject to ensuring that its continuity and upward compatibility is assured.
9.3 Where changes in the SaaS Services modify the price that has initially been agreed by the parties, then Quanturi will suggest that the Customer subscribe to its evolutions. In this case, the implementation of developments is to be the subject of the Customer’s written acceptance.
10. Support and error correction
10.1 Quanturi provides a support service making it possible for its support teams to be contacted in order to resolve a technical problem, flag up an error or ask questions about the functioning of the SaaS Services.
10.2 The support services can be accessed at firstname.lastname@example.org and is available from 9am to4pm. Access to the support service is subject to access to the Customer space.
10.3 In the event of there being an error related to the SaaS Services or any other problem related to it, the Customer should check the documentation before getting in touch with the Quanturi staff in order to be able to accurately and comprehensively describe the problems encountered.
10.4 All problems are to be identified by the Customer and signalled to Quanturi together with sufficient detail for their teams to be able to act.
Incomplete or unfounded notifications will release Quanturi from any of its obligations.
10.5 Whilst awaiting a definitive solution, Quanturi may recommend a provisional workaround solution.
10.6 Quanturi reserves the right to totally or partially restrict access to the SaaS Services in order to maintain it, within the confines of its scheduled services. Quanturi will inform the Customer beforehand of the day and estimated length of time for the maintenance to be carried out. Quanturi is not liable for damages of any kind that may arise as a result of the temporary unavailability of the SaaS Services unless this unavailability falls within the scope of the responsibility of Quanturi or one of its sub-contractors.
11.1 Guarantee of peaceful enjoyment. Quanturi guarantees to the Customer that it has the necessary rights to grant the SaaS Services usage rights. Quanturi Oy will meet the costs of all damages and interests that the Customer may have been ordered to pay by way of a legal decision that has become definitive and that is based exclusively on demonstrating that an infringement has taken place. This commitment is subject to the following express conditions:
– that the Customer has given notification of the infringement action or the declaration preceding this promptly in writing;
– that Quanturi has been in a position to ensure that its own interests and those of the Customer can be defended, and in order for this to be the case that the Customer has worked in good faith on this defence by providing all the elements, information and assistance necessary to successfully mount such a defence.
The provisions above determine the limitations of Quanturi’s liability in the matter of infringement, of copyright breach and of licence breach arising from the usage of the SaaS Services.
11.2 Lack of guarantee. As far as the applicable law allows, the SaaS Services are provided to the Customer as they stand and with no particular guarantee, particularly in respect of server response times, relevance of services and data processing, output, or absence of any virus.
12. Service costs and other cost
12.1 Quanturi is to invoice the Customer, and the Customer is to pay the periodic service costs and the service costs specified in the confirmation of the relevant order. All prices are on a DAP basis (2015 incoterms) Helsinki, Finland. Unless otherwise agreed in writing, Quanturi is to invoice the SaaS Service or Services ordered by the Customer and not covered by the Periodic Service Costs in line with Quanturi’s current price list.
12.2 If at the Customer’s request, the Service is carried out outside Quanturi’s normal opening hours, then Quanturi may invoice for supplementary costs for the Service in line with its price list that is current at that time. Unless otherwise agreed in writing, Quanturi has the right to invoice for travel time at fifty (50.00%) per cent of the agreed hourly rate and for transport costs (including – without being limited to – daily allowances, food allowances and transport costs) that are rendered necessary by the execution of their obligations by virtue of this annex A.
12.3 Periodic service costs and other costs are invoiced for in line with the confirmation of the corresponding order. For the initial time period, the appropriate proportion is to be invoiced for on the delivery date. Unless otherwise agreed in writing, Quanturi is to invoice for the Service not included in the Periodic Service Costs and the Service Costs and other monthly costs in arrears.
12.4 Quanturi may change its prices by way of a written notification to the Customer two (2) months beforehand. The price is not to apply to invoices due before the date on which the change becomes effective. If the Customer does not agree to the change then the Customer is entitled to terminate this annex A on the date on which the price change comes into effect by informing Quanturi at least one (1) month of this prior to the effective date of the change.
13.1 Each Party is entitled to terminate annex A wholly or in part with immediate effect by written notification to the other Party if the other Party is declared bankrupt, in the process of liquidation or if payments are suspended.
13.2 In the event that one of the Parties fails to meet the obligations of this agreement and that this failure is not remedied within thirty (30) days counting from the sending of a letter by registered post with proof of receipt notifying the other Party of the failure, then the other Party may as of right pronounce annex A terminated without prejudice to all damages or interests that the Party may claim by virtue of this document.
14.1 The execution of this annex A is conditional upon these General TCS being in force.
14.2 This annex A lapses in the event that the General TCS are terminated or ended for any reason whatsoever.
14.3 However, the cancellation, expiry or termination of this annex A does not affect the application of the General TCS.