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These Supplier Terms of Service (the “Terms”) govern the provision, access and use of the Services agreed between the Client and Supplier identified in an Order.
For the purpose of the Order, 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.
“AI Functionality” means Aibidia’s artificial intelligence-powered functionality in the Solution, except TP Aurora.
“Authorized User” shall mean the Client’s and its Affiliates’ employees, contractors, consultants or other individuals who need to access and use the Solution for the purposes agreed in the Order.
“Client” shall mean the Client entity identified in the Order.
“Client Data” shall mean all information and material of the Client that the Client, its Affiliate or an Authorized User submits to the Solution or otherwise to the Supplier for the provision of the Services or that is submitted to the Solution or for the provision of the Services on behalf of the Client, its Affiliate or Authorized User.
“Confidential Information” shall mean any non-public information disclosed by or on behalf of a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether before or after the Effective Date, in any form or medium (including written, electronic, visual, or oral), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: (a) business and strategic plans; (b) financial information and pricing; (c) customer, prospect, and supplier information; (d) product roadmaps; (e) software, source code, object code, APIs, algorithms, models, inventions, processes, and other technical information; (f) security information, audit reports, and vulnerability data; and (g) the non-public terms and conditions of the Order.
“Contract Term” shall mean the initial fixed contract period agreed in the Order and each subsequent fixed contract period as set out in the Order.
“Contract Year” shall mean each consecutive twelve (12) month period during the term of the Agreement, with the first Contract Year commencing on the Effective Date specified in the Order and ending on the day immediately preceding the first anniversary of the Effective Date, and each subsequent Contract Year commencing on the anniversary of the Effective Date.
“Deliverables” shall mean the datasets, documentation and files created by the Supplier specifically and solely for the Client based directly on Client Data as part of the scope of the Managed Services or Professional Services agreed in the Order, expressly excluding the Solution and Supplier Materials.
“Effective Date” shall mean the effective date stated in the Order.
“Input” means any text, information or content input by the User of the Client to the AI Functionality.
“Intellectual Property Rights” shall mean all intellectual property rights, title and interest, 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.
“Managed Services” shall mean the consultation, compliance and advisory work identified as managed services as agreed in the Order. Managed Services exclude the Solution.
“Order” shall mean any order form, order letter or other ordering document entered into by and between the Client and the Supplier for the provision of the Services.
“Output” means any text, information, files, documents or content generated by AI Functionality in response to any User query of the Client.
“Professional Services” shall mean all consultation, compliance, advisory and professional services provided by the Supplier that are not in the scope of the Managed Services. Professional Services exclude the Solution.
“Services” shall mean the Solution, Managed Services, Professional Services and any other products and services provided by Aibidia to the Client in the Order.
“Solution” shall mean Supplier’s cloud-based solutions in the form provided by Supplier from time to time and which may be accessed and/or used via a web browser.
“Supplier” shall mean the supplier entity identified in the Order.
“Supplier Materials” shall mean any and all data, documents, tools, methodologies, templates, software, algorithms, materials, information and processes of the Supplier and the Supplier’s partners that are created before the Effective Date of the Order or outside of the Order and used in providing the Managed Services or Professional Services.
“TP Policy” shall mean each distinct policy record or configuration, or unit maintained in the Solution and classified under the category “TP Models”, “TP Functions” or “TP Frameworks” within section “Standard Policies” or any successor or substantially similar category, as determined by the Solution’s then-current functionality and classification logic. In general, TP Policy refers to a documented set of principles, methodologies, and pricing rules established for a specific category or group of intercompany transactions between associated enterprises in accordance with the arm’s length principle and applicable transfer pricing regulations.
2.1 General
2.1.1 The person signing or otherwise accepting the Order represents and warrants that it has the authority to bind the Client to the Order.
2.1.2 The Parties shall collaborate under the Order in good faith.
2.2 Grant of rights to the Solution
2.2.1 Subject to the compliance with the terms of the Order and the payment of the fees, the Supplier grants to the Client a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Solution for the Client’s internal business purposes during the term of the Order.
2.2.2 The Client may allow its Affiliates to access and use the Solution in accordance with the Order, provided that the Client shall remain liable for the acts and omissions of its Affiliates.
2.2.3 The user credentials of the Solution are personal to each Authorized User. The use of Solution is not allowed by anyone other than the Authorized Users of the Client.
2.3 Managed Services
2.3.1 The Supplier shall provide the Client with the Managed Services and Professional Services agreed in the Order.
2.3.2 The scope of the Managed Services and Professional Services is agreed in the Order and does not include any goods or services not expressly included in the scope.
2.3.3 The Supplier shall perform the Managed Services and Professional Services with due care, skill and diligence.
2.3.4 The Client’s sole and exclusive remedy, and Supplier’s sole and exclusive liability for any deviation from the obligation in Section 2.3.3 and for any other defect, error or non-conformity in the Managed Services and Professional Services shall be that Supplier shall, at its cost and within a reasonable period, re-perform the affected Managed Services and Professional Services to bring them into conformity with the Order.
2.3.5 The Supplier will use the Solution for providing the Managed Services and Professional Services. The Client must have a valid and active subscription to the Solution for the provision of the Managed Services and Professional Services.
3.1 Changes
3.1.1 The Supplier reserves the right to make changes to the Solution and develop the Solution, including making any updates or upgrades, at the discretion of the Supplier. However, such changes and developments shall have no materially adverse effect on the Client’s use of the Solution.
3.1.2 If such changes of the Solution require changes to be made to the Client’s equipment or software, the Supplier shall notify the Client of all such changes at least thirty (30) days in advance prior to implementing such changes to the Solution. The Client is responsible for carrying out such changes to its equipment or software at its own expense.
3.1.3 The terms and conditions agreed in the Order shall automatically apply to all updates, modifications or amendments to the Solution.
3.2 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 Solution or a part of the Solution may be interrupted, suspended or 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 Solution due to a planned change, it will use commercially reasonable efforts to give the Client no less than five (5) days’ written notice of any such modification or suspension.
4.1 The Client shall not use the Services in violation of applicable laws.
4.2 The Client may use the Services solely for its internal business purposes. The Client may not use the Services or their part for selling, renting, licensing, leasing, loaning or otherwise distributing or providing any services to third parties.
4.3 The Client may not use the Services to develop any applications, software or services. The Client is strictly prohibited from using the Services to develop, train or improve products, services and tools, including artificial intelligence models.
4.4 The Client shall not make the Solution available to anyone else than the Authorized Users.
4.5 The Client shall not attempt to gain unauthorized access to the Solution or its related systems or networks and shall not probe, scan or test the vulnerability of the Solution. The Client shall not attempt to crawl, scrape, copy or download any data and content provided by or to the Solution by Supplier, its partners or third-party suppliers.
4.6 Except to the extent required by applicable mandatory law: The Client shall have no rights to modify, decompile, bootleg, reverse engineer, disassemble or translate the Solution or its part. The Client shall have no rights to attempt to derive the source code of the Solution or its part, to create derivative works of the Solution or its part or to perform any actions that could damage, disable, disrupt, overburden or impair the Solution or its part.
4.7 The Client shall not copy the Solution or any part, feature, function or user interface of the Solution.
4.8 The Client shall not use any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., in connection with the Solution. The Client shall not transmit any viruses or malware or other computer programming that may damage or detrimentally interfere with the Solution or its underlying services or systems or use the Solution in any way that would cause interruption of or interfere with the Solution.
4.9 The Client agrees that the Supplier may suspend or terminate the Client’s access to the Solution and the provision of the Services immediately, if the Client is in violation of this Section 4.
5.1 The Supplier uses automated backup capabilities and geo-redundancies to back-up Client Data that is stored in the Solution. However, the Supplier does not guarantee the availability of backup functionality or backup copies.
5.2 The Client shall be solely responsible for making backup copies of Client Data. In the event of any loss of or damage to Client Data, the Client’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial efforts to restore the lost, altered or damaged Client Data from the latest back-up of such Client Data maintained by the Supplier or its subcontractor.
5.3 Without prejudice to the grant of rights in this Section 5, the Client shall retain all Intellectual Property Rights, title and interest in and to all of the Client Data, Input and Output and shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of, or right to use, all Client Data, Input and Output.
5.4 The Client hereby grants to Supplier a worldwide, irrevocable, non-exclusive, non-transferable and royalty-free right to access and use the Client Data, Input and Output including the right to reproduce, modify and display the Client Data, Input and Output (i) to provide and maintain the Services to the Client and (ii) to analyse, improve and further develop the Services and the underlying data, software and systems. However, the Supplier shall not have the right to use the Client Data, Input or Output for training artificial intelligence without the prior written consent of the Client. For the purposes of this clause, "Training AI" means the direct use of Client Data as an input to modify the underlying algorithm of an artificial intelligence system. For the avoidance of doubt, Training AI does not include the use of Client Data for inference, the generation of Outputs, quality assurance, system monitoring, or any other operation where Client Data is processed by the Supplier without directly altering the underlying AI algorithm.
5.5 The Supplier shall have the right to generate anonymous usage, statistical, and other data from the Client Data, Input and Output, provided that the Client cannot be identified from such derivative data and the derivative data cannot be linked back to the Client. The Intellectual Property Rights and title of such derivative data shall belong to the Supplier.
6.1 The Client shall:
- acquire any and all network, internet and telecommunications connections and all technical equipment required for using the Services;
- maintain confidential and secure all identifying codes, passwords and any other Confidential Information relating to the Solution;
- ensure that all Authorized Users access and use the Solution in accordance with the terms and conditions of the Order. The Client shall be liable for the Authorized Users and be responsible for any Authorized User’s breach of the Order;
- prevent unauthorized access to or use of the Solution, and notify the Supplier promptly of any such unauthorized access or use; and
- comply with all applicable laws and regulations with respect to its activities under the Order.
6.2 The Client represents and warrants that it has all necessary rights, licences, consents, and permissions to provide and make available the Client Data and Output to the Supplier.
6.3 The Supplier shall have no liability 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.
7.1 As a compensation for the use of the Services, the Client shall pay the Supplier the fees set forth in the Order. If no prices have been agreed in the Order, the Supplier’s applicable price list in force from time to time shall apply.
7.2 Except as expressly set forth herein, all fees are non-refundable. The Client shall be liable for all fees for the entire Contract Term except if the Client terminates the Order due to the Supplier’s material breach of contract in accordance with Section 9.1.3.
7.3 All fees payable under the Order are exclusive of VAT, GST, digital services tax, withholding tax, and any other taxes, levies, or duties imposed by any governmental or tax authority (“Taxes”). All Taxes shall be paid by the Client in addition to the agreed fees. Where the Supplier is required by law to collect and remit the Taxes, the Taxes will be added to the relevant invoice and the Client shall pay them in full together with the fee. If the Client is required to withhold any tax from a payment to the Supplier, the Client shall gross up the payment so that the Supplier receives the full amount due after withholding. The Client shall promptly provide the Supplier with official evidence of any tax withheld. If the Client claims a tax exemption, it is the Client’s responsibility to provide valid exemption documentation to the Supplier before the relevant invoice is issued.
7.4 The Client shall provide the Supplier with accurate, complete and up-to-date invoicing information. The Client shall promptly notify the Supplier of any changes in the invoicing information.
7.5 The Parties acknowledge and agree that the fees in the Order are subject to adjustments to reflect the evolving costs of service delivery, inflation, and continued investment by the Supplier. Accordingly, the Client agrees to a five percent (5%) increase to the Fees at the end of the first Contract Term and every year thereafter.
7.6 If the Client fails to pay any fees by the due date of the invoice, the Supplier may, without limiting its other rights and remedies: (a) charge interest on the overdue amount at a rate of the lesser of the following: 1.5% per month or the maximum interest for late payments permitted by applicable mandatory law, accruing daily from the due date until payment is made in full and (b) suspend the Client’s access to the Solution upon ten (10) business days’ prior written notice to the Client. The Client shall reimburse the Supplier for all reasonable costs incurred in collecting any overdue amounts, including legal fees, court costs, and collection agency fees, to the extent permitted by law.
7.7 Notwithstanding Section 7.5, the Supplier shall not charge interest on late payments or suspend the Services due to late payments to the extent the Client has disputed the fees in good faith with objectively justified reasonable grounds.
8.1 The Supplier and its partners shall retain all Intellectual Property Rights, title and interest in and to the Supplier Materials and the Services, 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 Supplier Materials and the Services are created or used.
8.2 In the relationship between the Parties, the Client shall own all Intellectual Property Rights, including the right to further develop, modify, amend and copy, in and to the Deliverables, Input and Output, except for any Supplier Materials included in the Deliverables, Input and Output, whether or not specifically recognized or perfected under the laws of the country where the Deliverables, Input and Output are created or used. The Client acknowledges and agrees that the users of the other customers of the TP Functionality may make the same or similar inputs as the Client, and the TP Functionality may generate the same or similar outputs for the other customers as for the Client based on the inputs of the other customers of the TP Functionality.
8.3 The Supplier grants the Client a non-exclusive, worldwide, royalty-free, non-transferable license to use the Supplier Materials incorporated in the Deliverables and Output solely for the Client’s internal business purposes.
8.3.1 Nothing in the Order shall constitute a transfer, whether expressly, by implication, estoppel, or otherwise, of any Intellectual Property Rights of the Supplier or any third party to the Client. All Intellectual Property Rights in and to the Services not expressly granted to the Client shall be retained by the Supplier.
9.1 Term and Termination
9.1.1 The Contract Term is agreed in the Order.
9.1.2 Either Party may terminate the Order with immediate effect if the other Party materially breaches the provisions of the Order and fails to correct the breach within thirty (30) days of the other Party’s written notification of the breach. The Client acknowledges that a failure by the Client to pay the fees set forth in the Order shall constitute a material breach of the Order.
9.1.3 If the Order is terminated by the Client due to a material breach of the Supplier in accordance with Section 9.1.3, the Supplier will refund the Client any prepaid fees covering the remainder of the Contract Term after the termination has become effective. If the Order is terminated by the Supplier in accordance with Section 9.1.3, the Client is liable to pay any unpaid fees covering the remainder of the Contract Term.
9.2 Termination assistance
9.2.1 Unless the Parties agree otherwise, the Supplier shall provide the Client with reasonable termination assistance for thirty (30) days from the expiry or termination of the Order to help facilitate the Client’s business continuity and a secure winding down of the Solution or a switching of the Solution to the services provided by another service provider. The Supplier shall provide the Client with the readily available data and other reasonable support as necessary for the termination assistance.
9.2.2 Upon the Client’s written request, the Supplier shall return to the Client or a third party designated by the Client the Client Data in a format readily available in the Solution during the termination assistance period agreed in Section 9.2.1. The Supplier shall promptly destroy the Client Data after the termination assistance period. The Client may request the Supplier to retain the Client Data in the Solution for an additional 30-day period for the Client to retrieve the Client Data after the termination assistance period has ended. For clarity, the Agreement is considered ended, and the obligations of the Parties ended at the end of the termination assistance period, if the Client does not request the Supplier to retain the data for the 30-day period. The Agreement shall be considered ended already during the termination assistance period when the termination assistance is completed.
9.2.3 The Supplier may charge the costs for providing termination assistance to the Client in accordance with Section 9.2.1 and for retaining the Client Data for the Client’s retrieval after the termination assistance period agreed in Section 9.2.2.
9.2.4 The Supplier shall continue providing the Services during the termination assistance period agreed in Section 9.2.1 if the Parties consider it necessary. The Supplier shall have the right to charge for the provision of the Services during the termination assistance period.
9.2.5 Notwithstanding anything in the Order, the Supplier shall have the right to retain copies of the Client Data to the extent that the applicable laws require storage of the copies of data. The Supplier shall not be required to delete copies of Client Data from its backup servers until such time that the backup copies are scheduled to be deleted.
9.2.6 The Supplier may retain copies of the Deliverables in case needed to provide proof of having provided the Deliverables in accordance with the Order.
10.1 Except as expressly agreed in the Order, the Services 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 or outcomes of the Services. The Client is solely responsible for ensuring that the Services are suitable for the purposes for which the Client intends to use them.
10.2 The Client acknowledges that the Supplier does not control the transfer of data over communication facilities, including the Internet, and that the Services may be subject to limitations, delays and other problems inherent in the use of such communication facilities.
10.3 The Supplier does not guarantee that the Solution will function error-free or uninterrupted. For the avoidance of doubt, the Supplier does not warrant the continued availability of the Solution. The Supplier shall not be liable to compensate the Client for any downtime of the Solution.
10.4 To the extent permitted by applicable law, the Supplier does not warrant that the Client Data will be protected against loss, misuse or alteration by third parties.
11.1 The Supplier shall indemnify, defend, and hold harmless the Client against any and all losses, including reasonable attorneys’ fees, arising out of or resulting from any third-party claim alleging that the Client’s authorized use of the Solution in accordance with the Order infringes such third party’s Intellectual Property Rights.
11.2 If the Solution becomes, or in the Supplier’s opinion is likely to become, the subject of an intellectual property infringement claim, the Supplier may, at its discretion and expense: (i) obtain the right for the Client to continue using the Solution; (ii) replace or modify the Solution so that it becomes non-infringing; or (iii) if options (i) and (ii) are not commercially practicable, terminate the infringing part of the Order and refund any prepaid, unused fees covering the remainder of the Contract Term to the Client.
11.3 The obligation agreed in Section 11.1 shall not apply to the extent that any infringement or claim thereof is attributable to: (i) modifications to the Solution made by anyone other than the Supplier or its partners; (ii) use of the Solution in combination with any data, information, software, application, or service not provided by the Supplier if the infringement would have been avoided by the use of the Solution alone; or (iii) use of the Solution in a manner contrary to the instructions given by the Supplier or use of the Solution in a manner that was not reasonably foreseeable by the Supplier.
11.4 The Client shall indemnify, defend, and hold harmless the Supplier against any and all losses including reasonable attorneys’ fees arising out of or resulting from any third-party claim alleging that the Client Data, Input or Output or the Supplier’s use of the Client Data, Input or Output in accordance with the Order infringes such third party’s Intellectual Property Rights.
11.5 The indemnified Party shall at its own cost and expense: (i) promptly notify the indemnifying Party in writing of any claim or suit; (ii) give the indemnifying Party sole control of the defence and any settlement negotiations; and (iii) provide the indemnifying Party with reasonable information and assistance to defend or settle the claim or suit, provided that the indemnifying Party shall have no right to create any obligations to the indemnified Party or admit any fault on behalf of the indemnified Party.
12.1 EXCEPT AS OTHERWISE PROVIDED IN SECTION 12.3, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
12.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 12.3, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNT OF TOTAL FEES PAID BY THE CLIENT FOR THE SERVICES DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE RECEIPT OF THE CLAIM FOR DAMAGES.
12.3 The limitations of liability in Sections 12.1 and 12.2 shall not apply to damage caused intentionally or by gross negligence or to the indemnification obligations agreed in Section 11.
12.4 Any claim arising out of or in connection with this Agreement must be brought within one year of the event giving rise to the claim.
13.1 Each Party undertakes to keep confidential all Confidential Information received from the other Party. Each Party shall refrain from using such information for any other purpose than for the proper fulfilment of the rights and obligations under the Order. The Parties are also liable to ensure that those of its employees, contractors, service providers, affiliates, partners and agents 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 receiving Party 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 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 and in any case with reasonable care.
13.4 The Parties shall promptly upon termination of the Order cease using the Confidential Information and shall destroy it, except to the extent agreed otherwise in the Order.
13.5 The rights and obligations defined in this Section 13 shall survive the termination of the Order and remain in force for a period of five (5) years from the termination of the Order.
14.1 Logo use. The Supplier is allowed to use the Client’s name and logo in its marketing of the Services pursuant to good business practices unless the Client expressly denies the Supplier’s reference right by providing the Supplier a written notice of the same.
14.2 Force Majeure. Except for agreed payment obligations, a Party is not liable for any delay or failure to perform its obligations under the Order to the extent the delay or failure is caused by an event or circumstance beyond its reasonable control (a “Force Majeure Event”). The affected Party must promptly give written notice to the other Party of the Force Majeure Event. The affected Party must use reasonable efforts to prevent, mitigate, and remove the effects of the Force Majeure Event. The affected Party must resume performance as soon as reasonably practicable after the Force Majeure Event ends.
14.3 Anti-Bribery. Each Party represents and warrants that it, and its Affiliates and their respective directors, officers, employees and subcontractors involved in performing the Order, will comply with all applicable anti-bribery and anti-corruption laws. Neither Party will, directly or indirectly, offer, promise, give, authorize, request or accept any undue or improper payment, gift or other advantage to or from any person (including any public official) for the purpose of improperly obtaining or retaining business or securing an improper advantage in connection with the Order.
14.4 Third-Party Disclaimer. The Supplier accepts no liability to any third party who may receive or rely on the Deliverables.
14.5 Service providers. The Supplier may at its discretion use affiliates, service providers, contractors and subcontractors for the performance of the Services and obligations agreed in the Order. The Supplier remains liable to the Client for the affiliates, service providers, contractors and subcontractors under the Order as the Supplier is for itself.
14.6 Feedback. The Supplier shall own all Intellectual Property rights to any outcomes such as, without limitation, changes and updates to the Services that result from any feedback, suggestions or ideas to the Services received by the Supplier from or on behalf of the Client. The Supplier shall have the right to use any feedback, suggestions and ideas made by the Client at its discretion. For clarity, Client Data shall not be considered as such feedback.
14.7 Assignment. The Client may not, without the Supplier’s prior written consent, assign the Order, or any of its rights or obligations under the Order, to any third party. The Supplier may assign the Order to any of its Affiliates or a third party or as a part of a sale of its business operations pertaining to the Order or a part thereof without the Client’s consent.
14.8 Amendments. The Supplier may unilaterally amend and change these Terms to (i) comply with applicable law, regulation, regulatory guidance or industry best practice; (ii) reflect changes, updates or additions to the Services; (iii) correct typos, ambiguities or inconsistencies in the Terms and (iv) make other reasonable changes to any terms and conditions in these Terms. The Parties shall agree on any other changes mutually in writing. For clarity, the Supplier shall not be entitled to unilaterally change prices and payment terms, the scope of the Order or the Client’s ownership and rights to the Client Data. The Supplier shall give the Client at least sixty (60) calendar days’ prior written notice of any amendment to these Terms, except the correction of typos, ambiguities and inconsistencies. Where the amendment to these Terms made unilaterally by the Supplier has a materially adverse effect on the Client, the Client may terminate the Order by written notice before the amendment comes into force.
14.9 Waiver. A failure or delay of either Party at any time or times to require performance of any provision of the Order 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.
14.10 Entire Order. The Order together with its appendices and these Terms constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous Orders, offers, proposals, contracts, negotiations and representations between the Parties, whether written or oral, with respect hereto. The Order shall be construed as having been mutually drafted by the Parties without regard to any actual division of responsibility in the drafting hereof.
14.11 Construction. The headings in the Order 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.
14.12 Partial invalidity. Should any of the provisions of the Order be, or become invalid or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions.
14.13 Mutual Agreement. The Parties acknowledge that the Order has been negotiated and prepared jointly by the Parties and both Parties have had the opportunity to review the Order, including by any counsel of the Party’s choosing. No rule of construction or interpretation requiring ambiguities to be resolved against the drafting Party shall apply to this Agreement.
15.1 The Order shall be governed by and construed in accordance with the governing law applicable to the relevant Supplier, as indicated in the table below. For each applicable jurisdiction, its conflict of law rules shall be excluded. Further, the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Order.
15.2 Any dispute, controversy or claim arising out of or relating to the Order shall be finally resolved by arbitration in the location specified in the table below, in accordance with the applicable arbitration rules stated therein, as in effect on the date the arbitration is initiated. The arbitral tribunal shall consist of one (1) arbitrator, and the language of the proceedings shall be English. The arbitration award shall be final and binding upon the Parties.
15.3 Notwithstanding the foregoing, either Party may seek interim or injunctive relief from a court of competent jurisdiction, where such relief is necessary to prevent irreparable harm, preserve evidence, or enforce confidentiality obligations, pending the constitution of the arbitral tribunal.
15.4 If the Supplier is not listed in the table, the Supplier shall be deemed to be Aibidia Oy, and the governing law and arbitration terms applicable to Aibidia Oy shall apply.