General Terms and Conditions for SaaS Services effective from 1 September 2025
These General Terms and Conditions for SaaS Services apply to delivery agreements between Shipit Oy Ab, Askonkatu 9 A, 15100 Lahti, Business ID: 2705721-8 ("Supplier") and the customer. The customer ("Customer") refers to an entity that has entered into an agreement with the Supplier for the delivery of software services ("Software"). The delivery agreement ("Delivery Agreement") may be a separate written agreement with appendices, or it may be formed on the basis of a quotation made by the Supplier and accepted by the Customer either in writing or orally. Hereinafter, the Supplier and the Customer are jointly referred to as the "Parties" and individually as a "Party".
1. Scope of Application
The Supplier delivers the Software to the Customer as a SaaS service (Software as a Service) via a data network, whereby the Supplier specifies to the Customer the identifiers and network address related to the use of the Software.
2. Content of Delivery
The Customer receives a limited right to use the content of the Software agreed upon in the Delivery Agreement for use via a data network on the Supplier's or the Supplier's subcontractor's server. The Software is intended for the Customer's internal use in connection with its own operations in accordance with the Delivery Agreement for the duration of the Delivery Agreement.
The Customer is responsible for procuring and maintaining its own devices, applications, telecommunications connections and other operating environment for the use of the Software. The Customer is responsible for telecommunications and other similar costs related to the use of the Software. The Software operates in a normal cloud and web environment and its use requires normal office equipment and the most common web browsers. In addition, the Software can be used via application programming interfaces (APIs) defined and provided by the Supplier and through separately offered mobile applications. The Supplier may from time to time update and expand supported operating environments, interfaces and applications, which will be communicated to the Customer appropriately. The use of the Software requires a functioning Internet connection. However, the Customer is responsible for ensuring that the devices, software and telecommunications connections it uses meet the minimum requirements notified by the Supplier from time to time.
The Customer may use third-party add-ons and applications with the Software.
The Supplier is not responsible for the functionality, availability or suitability of third-party add-ons for the Customer's needs. However, the Supplier is responsible for ensuring that the Software's interfaces and the Supplier's own software environment operate in accordance with these terms.
The Supplier endeavors to make available to the Customer only such third-party add-ons that are compatible with the Software and function as intended, but the Supplier does not provide warranties regarding the continued functionality or availability of such add-ons.
3. Supplier's Responsibilities
The Supplier is responsible for tasks related to the implementation and management of the Software, such as system monitoring, usage support, backups, restoration of backups when necessary, and software updates. Backups are produced regularly. If the Customer's data must be restored from a backup due to a reason attributable to the Supplier, no separate fee will be charged to the Customer for the restoration of the Customer's data.
However, the Supplier is not liable for the loss, damage or corruption of the Customer's material or data except to the extent that it results from the Supplier's gross negligence or intent.
The Supplier has the right to use subcontractors in the production of services and Software. The Supplier is responsible for the work and activities of subcontractors as if they were its own.
4. Fees
The Customer shall pay the Supplier usage fees for the Software and charges for other services as agreed in the Delivery Agreement. Other expenses and costs will be charged as incurred. The payment term for invoices is 14 days net, the interest on late payment is in accordance with the Interest Act. The Supplier has the right to increase the prices specified in the Delivery Agreement by a maximum of 5% per calendar year. In addition, the Supplier has the right to transfer to the Customer such cost increases that result from official regulations, changes in legislation or third-party pricing. The Supplier must notify of price adjustments at least one (1) month before the price change enters into force.
5. Intellectual Property Rights
All intellectual property rights (e.g. patents, copyrights, design rights and trade secrets) and other rights to the Software and service remain with the Supplier or a third party. Unless otherwise agreed in writing, the Customer does not receive any intellectual property rights, licenses or other rights to use the Software other than the right to use it in the manner specified in the Delivery Agreement and/or these terms.
The Customer retains the right to its own data and material that it has stored in the Software ("Customer Data"). The Supplier is granted a non-exclusive, worldwide, royalty-free and transferable right to use Customer Data only to the extent necessary to provide the Software and services to the Customer in accordance with the Delivery Agreement. This right to use includes the right to store, process, transmit and display Customer Data in a technically necessary manner to produce the service. The Supplier does not have the right to use Customer Data for any other purpose without the Customer's prior written consent.
The Supplier warrants that the Software does not infringe the intellectual property rights of a third party in the agreed country of use. Unless otherwise agreed in writing, the agreed country of use is Finland.
The Supplier is not responsible for a claim that:
a) Is made by an entity that has control over the Customer or over which the Customer has control as control is defined in the Accounting Act.
b) Results from a change made by the Customer to the Software or from compliance with instructions given in writing by the Customer.
c) Results from the use of the Software together with software or a product or service other than that supplied by the Supplier or approved by the Supplier.
d) Could have been avoided by using a product or software corresponding to the Delivery Agreement that the Supplier has made available to the Customer without separate charge.
6. Development Suggestions
During the term of the Delivery Agreement and thereafter, the Customer may provide development suggestions regarding the Software to the Supplier either in writing or orally. Unless otherwise agreed in writing, the Supplier receives unlimited rights to use development suggestions provided by the Customer in its own business and in its products and services.
7. Service Level
The Supplier strives to ensure that the availability of the Software during a monthly period is at least 99.8% of the service time. Maintenance windows and situations resulting from the Customer, a third party or force majeure are not included in the availability calculation.
The target level is a qualitative guideline, and failure to meet it does not entitle the Customer to damages or a price reduction unless otherwise agreed in writing.
The availability calculation is not affected by the connection between the Customer and the Internet service provider. If the Internet service provider's connection is interrupted during service time, this does not reduce the availability percentage.
The Supplier provides the Customer with support for the use of the Software in the manner agreed in the Delivery Agreement or price list. Usage support covers the Customer's support requests related to the operation and use of the Software.
Support is provided through the Supplier's notified support channels (for example, email, support system or telephone) during the Supplier's normal service hours (weekdays 8:00–16:00, excluding public holidays observed in Finland), unless otherwise agreed in writing.
The Supplier has the right to offer separately billable additional support services, such as extended support hours, training or customized customer support.
8. Production of Software and Changes to Software
The Supplier has the right to make changes to the Software that relate to the Software's production environment and do not significantly affect the Software's content or service level, as well as changes that are necessary to counter information security threats or that are based on law or official regulation.
In addition, the Supplier has the right to make improvements to the Software that increase its usability, information security or performance.
The Supplier shall notify the Customer of material changes within a reasonable time in advance.
9. Software Maintenance Times and Temporary Interruptions
The timing of Software maintenance will be notified separately as far as possible at least one week in advance.
However, the Software may also be temporarily closed or interrupted at other times for maintenance, update or repair measures or to ensure its availability, performance, information security or manageability or for other similar reasons (critical update). In such cases, the Supplier shall act so that the interruption is as short as possible and causes the Customer as little inconvenience as possible. The Supplier shall inform the Customer of such interruption as far as possible in advance.
10. Information Security and Data Protection
The Supplier applies industry-standard information security practices to protect the confidentiality of data stored by the Customer in the Software and to prevent unauthorized access to the system.
The Parties undertake to comply with the data processing agreement (DPA) attached to the Delivery Agreement. When the Customer accepts the Delivery Agreement, the DPA is also deemed to be accepted without a separate signature.
Data Protection
The Parties undertake to comply with the European Union's General Data Protection Regulation (EU) 2016/679 ("GDPR") and applicable national data protection legislation, including the Data Protection Act (1050/2018).
The Supplier acts as a processor of personal data in situations where the Customer as data controller stores personal data in the Software. The Customer is responsible for the obligations of the data controller under GDPR and national data protection legislation, including informing data subjects, the lawful basis for processing personal data and implementing data subjects' rights.
The Supplier processes personal data only in accordance with the Delivery Agreement and DPA and based on the Customer's instructions. The Supplier ensures that its employees and subcontractors who process personal data are committed to appropriate confidentiality and information security practices.
The Supplier has the right to use subcontractors in the processing of personal data. The Supplier is responsible for the activities of the subcontractors it uses as if they were its own and ensures that GDPR-compliant data protection and information security obligations apply to subcontractors.
The Supplier shall notify the Customer without undue delay of personal data security breaches that come to its knowledge.
11. Customer's Rights, Obligations and Responsibilities
The Customer has the right during the term of the Delivery Agreement to store, display, print or give its users the right to use the Software's content only in connection with the use of the Software. Otherwise, the Software's content is confidential.
Rights to data stored by the Customer in the Software remain with the Customer.
The Customer is responsible for the data it stores in the Software and its legality. The Customer is responsible for claims and consequences resulting from violations thereof. The Supplier may, without consulting the Customer, remove such material from its server or subcontractor's server or prevent the use of the Software by existing means.
The Customer receives separately agreed usage rights and credentials for the use of the Software. The Customer may grant the usage rights and credentials it has acquired to stakeholders of that business.
The Customer does not have the right to rent, lend or otherwise transfer the Software or part of it or use it to produce paid or free services for a third party, excluding the Customer's stakeholders.
The Customer is responsible for the usage rights and credentials it has transferred as if they were its own. It is the Customer's obligation to store the username, password and other comparable information needed for access to and maintenance of the Software so that these do not fall into the hands of third parties. The Customer must notify all Software information security risks that come to its knowledge to the Supplier as soon as possible.
The Customer is responsible for ensuring that its users act in accordance with these terms and applicable legislation. The Customer is also responsible for the use of usernames and passwords regardless of whether the use has been authorized.
The Customer is responsible for the costs arising from changing usernames and passwords resulting from the above activities.
The Customer undertakes not to use the Software in a manner that violates laws, official regulations, these terms or good practice. The Customer may not use the Software, for example, for attempting information security breaches, loading the service, disrupting the service or for other harmful or illegal purposes. The Supplier has the right to suspend the use of the Software immediately if its use violates this provision.
Unless otherwise agreed in writing, the Supplier is not responsible for ensuring that the Software meets the requirements of special regulations, official requirements or standards applicable to the Customer's industry. The Customer is responsible for such requirements and their fulfillment.
The Supplier may collect log data from the use of the Software with the Customer's username. Log data may be used to investigate error situations, data breaches or other misuse and attempts thereof, as well as to develop and improve the operation of the Software.
12. Suspension of Software Due to Breach of Agreement
The Supplier has the right to stop providing the Software immediately in whole or in part if:
a) The Customer does not pay its undisputed invoice on the due date after notice or the Customer's use of the Software or the content the Customer produces in it violates the laws of the countries in which the Customer uses the Software; or
b) The Customer has been petitioned for liquidation or bankruptcy and the bankruptcy estate does not commit to the Delivery Agreement or the Customer has otherwise been found to be insolvent.
Suspension of the provision of the Software does not terminate the obligation to pay fees that are independent of the amount of use.
13. Supplier's Liability for Damages and Limitations Thereof
The Supplier shall compensate the Customer only for direct damages proven by the Customer and resulting from defects in the Software and delays in its delivery, provided that the Supplier has caused the damage through its gross negligence or intent.
The Supplier is in no way liable for indirect or consequential damages, such as production losses, lost revenue or expected savings.
The Supplier has no liability to compensate for costs, expenses or damages resulting from the following events:
a) Destruction or loss of the Customer's data, files or documents stored in the Software.
b) Damages resulting from the Customer's unauthorized use of the Software or attempts at unauthorized use.
c) Damages resulting from disruptions or interruptions in the telecommunications network.
d) Damages resulting from force majeure.
The maximum amount of the Supplier's liability for damages is at most the amount that the Customer has paid for the use of the Software for that calendar month excluding value added tax. Damages must be claimed from the Supplier within one month from when the defect underlying the compensation was discovered or should have been discovered or within one month from the occurrence of the delivery.
The Supplier is not responsible for costs arising from restoring or repairing data unless the damage results from the Supplier's gross negligence or intent.
14. Right to Use Software Data
The Supplier has the right to transmit to other users of the system such information related to the Customer in the Software that would otherwise be available to that user. Other data to be transferred will be agreed upon on a case-by-case basis with the customer.
The Supplier has the right to collect pseudonymized and/or anonymized data on the use of the Software and services and to analyze and utilize the collected data.
15. Notices
The Customer's notices related to these terms must be sent to the Help Desk address notified by the Supplier.
The Supplier sends written notices concerning these terms to the email address of the Customer's contact person.
Notices sent by the Parties to each other by post are deemed to have come to the knowledge of the other Party on the 7th day from their dispatch. Notices sent by email are deemed to have come to the knowledge of the other Party on the business day following their dispatch.
16. Confidentiality Obligation
A Party undertakes to keep confidential materials and information received from the other Party and not to use them for purposes other than those in accordance with the Delivery Agreement. This does not apply to material or information
a) That is generally available or otherwise public.
b) That the receiving Party has received from a third party without a confidentiality obligation.
c) That was in the possession of the receiving Party without a confidentiality obligation concerning them before receiving them from the other Party.
d) That the receiving Party has independently developed without utilizing material or information received from the other Party.
e) That the receiving Party is obliged to disclose under law or official regulation.
Information marked as confidential information of the Supplier or otherwise generally understood as such, regardless of the form in which it has been provided, is considered confidential information of the Supplier. The Customer does not have the right to transfer confidential information of the Supplier to a third party.
Notwithstanding the foregoing, the Supplier has the right to use the Software or service delivered to the Customer as a reference in its own marketing.
However, a Party has the right to use the skills and experience acquired in connection with the delivery in its other activities.
17. Term and Termination
A fixed-term agreement is valid until the date specified in the Delivery Agreement and thereafter continues automatically for successive twelve (12) month fixed periods unless it has been terminated by the Customer or the Supplier in writing at least thirty (30) days before the end of the current period.
Either Party may terminate the Delivery Agreement on the basis of a material breach of agreement if the breach is not remedied within thirty (30) days of written notice.
Either Party may also terminate the Delivery Agreement immediately if the other Party is placed in insolvency proceedings, is petitioned for bankruptcy, liquidation or otherwise ceases to conduct its business.
Upon termination of the Delivery Agreement (i) the Customer's right to use the Software ends and access to the service is closed, (ii) the Customer may request in writing the transfer of Customer Data within thirty (30) days of the termination of the Delivery Agreement. Customer Data will be transferred in a commonly used machine-readable format (e.g. CSV or JSON), and the Supplier has the right to charge a reasonable fee for collecting, processing and transferring the material, and (ii) the provisions of these terms that by their nature remain in force after the termination of the agreement (including intellectual property rights, confidentiality, liability limitations and dispute resolution) remain in force after the termination of the agreement.
The Supplier's obligation to retain Customer Data ends 60 days after the termination of the Delivery Agreement, after which the Supplier has an obligation to destroy Customer Data at its own expense unless the Customer has requested its return. However, the Supplier has the right to retain Customer Data to the extent that it is necessary under law or official regulation.
18. Force Majeure
Neither Party is liable for delays or damages resulting from an impediment beyond its control that the Party cannot reasonably be expected to have taken into account at the time of making the agreement and whose consequences the Party could not reasonably have avoided or overcome. Such impediments may include, for example, war, riot, strike, natural disaster, official order, energy or telecommunications disruption or a widespread cyber attack. Once the effects of the impediment have ceased, the Party must without delay continue to fulfill its contractual obligations.
19. Other Terms
Each Party acts in its own name and on its own behalf. Neither Party has the right to make a commitment binding the other Party.
If a Party fails to exercise any right based on the Delivery Agreement or in a particular case waives its right to invoke a right based on the Delivery Agreement, this does not limit the Party's right to subsequently invoke the agreement terms in similar cases.
If any provision of the Delivery Agreement, its Appendices or these General Terms and Conditions for SaaS Services is invalid or unenforceable, it does not affect the other terms of the Delivery Agreement. The Parties undertake to negotiate in good faith to replace such provision with a corresponding valid and enforceable provision.
The Delivery Agreement and the Appendices mentioned therein contain everything that the Parties have agreed upon in this matter and supersede all previous agreements, offers, commitments and other declarations of intent concerning the subject matter of the Delivery Agreement.
The Customer does not have the right to transfer the Delivery Agreement in whole or in part without the Supplier's prior written consent. The Supplier has the right to transfer the Delivery Agreement to a group company of the Supplier or to a third party in connection with a business reorganization, such as a merger, acquisition or business transfer.
All amendments or additions to the Delivery Agreement must be agreed in writing in a contract amendment signed by both Parties in order to be valid.
20. Applicable Law and Dispute Resolution
Finnish law shall apply to the Delivery Agreement, excluding its conflict of laws provisions.
Disputes arising from the Delivery Agreement shall be resolved through negotiations between the Parties. If disputes cannot be resolved through negotiations within 60 days of their commencement, disputes arising from the Delivery Agreement shall be finally resolved by arbitration in accordance with the Rules for Expedited Arbitration of the Central Chamber of Commerce, whereby the arbitral tribunal shall consist of one arbitrator. The place of arbitration is Helsinki, Finland. The arbitration proceedings shall be conducted and the award rendered in Finnish. If one Party is not Finnish, English shall be used as the language of proceedings. The Parties agree that the arbitration proceedings and all material and information related thereto constitute confidential material.
However, the Supplier has the right to collect a due claim based on the Delivery Agreement in the District Court of the Supplier's domicile.