2. DEFINITIONS
The following terms shall have the meanings assigned to them herein, unless otherwise agreed in the Agreement. 

“Agreement” means an agreement in which the Parties agree on the provision of the Software Service and/or the Consultation Services to the Customer, such as (i) an agreement signed by the Parties, (ii) eMabler’s written offer accepted by the Customer, or (iii) the Customer’s order accepted by eMabler.  

”Consultation Services” means eMabler’s professional services, which have been agreed to be provided to the Customer, such as support services, deployment, integration, configuration, customization, consultation and/or training service.  

”Customer Data” defined in Section 9. 

”Documentation” means any usage manuals and service descriptions in written or electronic form, which are supplied by eMabler to the Customer or are accessible through the Software Service, but excluding marketing materials. 

 “Error” means (i) an error in the Software Service, which causes to the Software Service not to function at all or not to function materially according to the Documentation. The service breaks listed in Section 5 or service breaks or errors due to a Force Majeure event are not Errors, and (ii) an error in the provision of the Consultation Service, which causes the Consultation Service to be materially non-compliant with its written specifications in the Agreement or in the applicable order.  

“Intellectual Property Rights” means intellectual property rights, such as patents, inventions, database rights, trademarks, domain names, design rights, copyrights and rights related to copyrights, and other industrial and intellectual property rights.  

“Service(s)” means the Consultation Services, the Software Service and the Support Service provided by eMabler to the Customer based on the Agreement.  

”Software Service” means eMabler’s Open EV Charging Platform -software service. The Software Service is defined in the service description included in the Documentation, as may be amended by eMabler from time to time. 

”Statistical Information” is defined in Section 9. 

”Support Service” is defined in Section  5. 

“Support Service Description” means the description that summarizes the main practices used in the delivery of eMabler’s support services and is attached to the Agreement. 

3. PROVISION OF SERVICES
The Services provided by eMabler shall conform to what the Parties have agreed on the content, provision and quality of the Services in the Agreement. If the Software Service does not correspond to the foregoing, eMabler provides the Support Service as agreed in Section 5.  

The Customer may order Consultation Services from eMabler also by separate orders agreed by the Parties. The orders are part of the Agreement and these Terms apply to the orders.  

Each Party shall contribute to the provision of the Services with respect to factors under the command or control of the Party. The Services are performed by using eMabler’s working methods with reasonably required workmanship. The tasks for which the Customer is responsible will be performed by using the Customer’s working methods with reasonably required workmanship. The Customer is responsible for the availability of the third-party interfaces and for the provision of the documentation related to the said interfaces and for the content of the third-party interfaces.  

eMabler shall be entitled to make such change to the Software Service that (i) relates to the production environment of the Software Service and does not affect the contents of the Software Service or service level as described in the Support Service Description; (ii) is necessary to prevent severe a data security risk related to the Software Service; or (iii) results from law or regulation by authorities.  

In case eMabler shall make a change to the Software Service other than specified in section 3.4 having a material effect on the contents of the Software Service or the service level as described in the Support Service Description, eMabler must inform the Customer about the change in writing at least 6 months before the effective date of the change and the Customer shall have the right to terminate the agreement by giving 30 days prior notice. In such case the termination notice shall be given in writing no later than 30 days following the effective date of the change or the Customer shall be deemed to have accepted the change. 

If the Customer taken the Software Service in commercial use and/or the Customer has not notified eMabler about Errors within twenty (20) days from the occurrence of an Error, the Customer is deemed to have accepted the Service.  

4.  USER ACCOUNT AND COMPATIBILITY
The Customer is responsible for activities made by using its user accounts and passwords. If the Customer has a reason to believe that the security of its user account or password has been compromised, the Customer shall notify eMabler immediately.  The Customer will, at its expense, acquire the devices, connections and software, as well as the information security that is not included in the Software Service, that are needed for the Customer’s usage of the Software Service and for the data transfer with the Software Service.  

5. SUPPORT SERVICE
eMabler will provide Support Services in accordance with the service level agreement described in the Support Service Description updated from time to time. Only the designated users, who are trained in the use of the Software Service can contact eMabler’s helpdesk. 

Customer may notify Software Service’s Errors which are resolved as defined in the Support Service Description. The Customer shall describe and, at eMabler’s request, more accurately demonstrate, how the Error occurs. eMabler shall make its best efforts to correct the Errors. Errors can be corrected in one of the future updates or versions of the Software Service. Possible downtime and excess of the workaround and resolution times shall be compensated with service credits as described in the Support Service Description.   

The Support Service does not cover an Error (or the correction of an Error) that is caused: (i) by Customer’s devices, software, systems or databases or by web or mobile browsers, or by changes in any of the foregoing; (ii) by misuse, such as use in violation of the usage manuals or provisions of the Agreement; (iii) by a fix or a change made by someone else than eMabler; (iv) by products, systems or services manufactured by someone else than eMabler, or by changes in the same; (v) by use against the compatibility requirements set by eMabler; or (vi) by the Customer Data.  

If the Support Service does not cover an Error, eMabler may charge for the location, investigation and correction efforts of the Error in accordance with eMabler’s general price list. In such case, eMabler will agree with the Customer in advance on such corrective actions.  

6. SUSPENSIONS OF SOFTWARE SERVICE
eMabler may suspend the provision or access to the Software Service: 

(a) if it is necessary for the purposes of installation, change or maintenance work. eMabler will use reasonable endeavours to minimize effects of a planned service break, for example by scheduling it outside the normal Finnish office hours or by scheduling it to maintenance windows notified in advance; or  

(b) due to installation, change or maintenance activities in public networks, information security risks, if required by law or an order of an authority or if eMabler suspects misuse.  

eMabler will notify the Customer, where reasonably possible, of the service break and the estimated duration of the service break in advance as defined in the Support Service Description.   

7. PRICES AND PAYMENT
The prices are invoiced:  

(a) Recurring fixed prices, such as monthly or quarterly invoiced fixed fees, in advance of the invoicing period; 

(b) starting prices and other one-time prices, on the date of the order;  

(c) prices based on actual volumes, monthly afterwards; and  

(d) prices based on time spent, monthly afterwards.  

Invoices are payable within thirty (30) days from the date of the invoice. Overdue payment shall be subject to an overdue interest at the rate in the Finnish Interest Act.  

In case of non-payment, eMabler may suspend the Service. If payment is not made on time, eMabler will send a first reminder, followed by a second reminder 14 days later. If the payment remains unpaid 14 days after the second reminder, eMabler can terminate the Agreement immediately. 

All fees payable by the Customer under this Agreement shall be paid by the Customer to eMabler in full without any setoff, deduction, or withholding whatsoever. Any claims or disputes which the Customer may have against eMabler, whether under this Agreement or otherwise, shall not affect the Customer's obligation to make timely payment of fees under this Agreement. 

In case a price is not agreed in the Agreement or in the order, eMabler’s then current general price list shall apply. If applicable in the country of Software Service sales, VAT and similar type taxes and duties will be added to the prices.  e

Mabler may from time to time amend the pricing models and/or the prices agreed in the Agreement by notifying the Customer three (3) months in advance. Prices agreed in the Agreement may be however increased at maximum six (6) percent per year. eMabler may also, when developing new functionalities or features, price the new functionalities and features separately, in which case the Customer can choose whether to take them into use for the additional price.  

A Party (i) may not disclose to any third party any information received from the other Party, which is marked by the disclosing Party as confidential, which is a trade secret or that the receiving Party should reasonably otherwise understand to be confidential (“Confidential Information”); and (ii) may not use the other Party’s Confidential Information for any purpose other than for fulfilling the purpose of the Agreement. A party may disclose the other Party’s Confidential Information only to its employees, directors, owners, investors, subcontractors, officers and representatives (jointly ”Representatives”), who need the Confidential Information for fulfilling the purpose of the Agreement or for the purpose of financing the receiving Party’s operations. Each Party shall be liable for that its Representatives comply with the obligations in this Section.  

The following information is not however considered as Confidential Information: (i) information which is generally available or otherwise available to the public through no breach of this confidentiality obligation; (ii) information which the receiving Party receives separately from a third party; (iii) information which was in the possession of the receiving Party prior to receipt of the same from the other Party; (iv) information which the receiving Party has independently developed without using the other Party’s Confidential Information; or (v) information which must be disclosed based on mandatory law or a court order. In case of the circumstances defined in Section (v), the receiving Party must notify promptly the disclosing Party of such circumstances. The Party shall have the right to utilize in its ordinary business activities the general expertise and experience that it has learnt when performing under this Agreement.

The receiving Party’s obligations in this Section with respect to the disclosing Party’s Confidential Information remain in force for five (5) years from the date the Confidential Information was disclosed to the receiving Party. 

eMabler may place the Customer's trade name, logo and quotes on its Service User Interface, social media, promotional literature, Web-pages, catalogues, advertising material and case studies without prior approval from the Customer. Any other use of the trade name shall be subject to prior written approval by the Customer which shall not be unreasonably withheld. 

9. TITLE AND INTELLECTUAL PROPERTY RIGHTS
The Agreement does not affect the rights to the materials which the Parties deliver to each other for the purpose of the activities under the Agreement. 

The Customer or a third party owns title and Intellectual Property Rights in and to the data, which the Customer or someone behalf of the Customer has given or transferred to the Software Service (”Customer Data”). However, the Customer Data does not include eMabler’s software, code, algorithms, interfaces or data, or any changes in the same.  

Title and all Intellectual Property Rights in and to the Software Service, the software used to produce the Software Service, the Services, the results of the Services and the Documentation, and any copies, modifications, translations, amendments and derivatives thereof, belong to eMabler. 

”Statistical Information” means the Customer Data stored in or otherwise processed in the Software Service, as in unmodified form or as processed and/or combined with other data or information, but in a form that no individual person’s or the Customer’s identity can be identified from the Statistical Information. During and after the term of the Agreement, eMabler may use and produce the Statistical Information for any and all purposes, such as for developing the Software Service, and to distribute and publish the Statistical Information. During and after the term of the Agreement, eMabler may also use all feedback and ideas that the Customer gives regarding the Services and/or the Documentation. eMabler may use the feedback and ideas for example to develop the Services.  

10. THIRD PARTY DATA PLATFORM SERVICE PROVIDERS
The Parties agree to engage with third party data platform service providers for the purpose of exchanging data, such as locations, availability, and pricing of EV charging stations including Statistical Information (“Data Platform Service Provider”). This engagement aims to facilitate the sharing and receipt of data to improve the Software Service. The data, sourced from public domains or third parties, is not owned or validated for accuracy by eMabler. 

Both Parties shall share the data as per the Section 10.1 with the Data Platform Service Providers aiming for data integrity, and accuracy. The Parties acknowledge that absolute data accuracy, and integrity is not feasible, data is provided “as is” and eMabler does not make any representations or provide warranties regarding the integrity, accuracy, completeness, or appropriateness of the data. 

11. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
eMabler warrants that the Software Service do not infringe third party Intellectual Property Rights in the agreed country of use. Unless otherwise agreed in writing, the agreed country of use shall be Finland. 

eMabler shall at its own expense indemnify the Customer against claims presented against the Customer that the Software Service infringes third party Intellectual Property Rights in the agreed country of use provided that the Customer promptly notifies eMabler in writing of such presented claims and permits eMabler to defend or settle the claims on behalf to the Customer and gives to eMabler, at the request of eMabler and at eMabler’s expense, all necessary information and assistance available and the necessary authorisations. eMabler shall pay all damages awarded in a trial or agreed to be paid to a third party if the Customer has acted in accordance with the foregoing. 

If in the reasonable opinion of eMabler the Software Service infringes third party Intellectual Property Rights in the agreed country of use or if such infringement has been confirmed in a trial, eMabler shall and may at its own expense and discretion either (i) obtain the right to continue use of the Software Service for the Customer; (ii) replace the Software Service with a service that complies with the Agreement and corresponds to the Software Service; or (iii) modify the Software Service in order to eliminate the infringement in such a manner that the modified Software Service complies with the Agreement. If none of the above mentioned alternatives is available to eMabler on reasonable terms, the Customer shall, at the request of eMabler, stop using the Software Service, and eMabler shall refund the price paid by the Customer for the Software Service less the proportion of the price corresponding to the actual time of use. 

eMabler shall, however, not be liable if the claim (i) is asserted by a company, which exercises control over the Customer or which is controlled by the Customer within the definition of control laid down in the accounting act; (ii) results from alteration of the deliverable by the Customer or from compliance with the Customer’s written instructions; (iii) results from use of the Software Service in combination with any product or service not supplied or approved by eMabler; or (iv) could have been avoided by the use of a released Software Service that complies with the Agreement and corresponds with the Software Service and which service is offered for use to the Customer by eMabler without separate charge.  

eMabler’s liability for infringement of intellectual property rights in the Software Service shall be limited to this Section. 

12. TERMS OF USE
The Customer may use those Software Service functionalities and features which have been agreed to be licensed to the Customer in the Agreement or in order(s). Subject to the payment of the prices according to the Agreement, the Customer is granted a non-exclusive, non-transferable and non-sublicensable right to use said functionalities and features during the term of the Agreement in the Customer’s own use. The customer's own use includes the integration of the Software Service into the customer's own or third-party ICT-systems. The Customer may use the Software Service, the results of the Services or the Documentation to offer services as part of its own service offering to any third party end-customer, including its end users and subcontractors. The Customer is responsible for the use of the Software Service by its subcontractors and end users. In such case, the Customer is responsible for providing the support to its end-customers, and eMabler will only deliver the support services to the Customer. The Customer remains solely liable for all the obligations towards the end-customers and the Customer indemnifies eMabler against all claims made by the end-customers to eMabler. The Customer may not modify the Software Service, the results of the Services or the Documentation or disassemble, decompile or reverse engineer or otherwise attempt to derive the source code of the Software Service or of the software which is used produce the Software Service. The Customer may use Documentation during the term of the Agreement internally in order to use the Software Service and externally to provide user manuals to its end users and in connection with making offers when offering a Software Service as part of Customer’s own service and the service offered mainly consists of services other than the use of the Software Service. 

13. LIABILITY
A Party shall have no liability for indirect or consequential damages, such as for loss of profit, discontinuation of production or damages payable to third parties, or for loss or alteration of data nor for any damages incurred as a result thereof such as expenses involved in the reconstitution of data, or for cover purchase.  

A Party’s aggregate maximum liability for damages to the other Party during a contract year (including the amounts of possible price returns, price reductions and service level credits and other penalties), shall not exceed fifty (50) percent of the Service fees excluding VAT, which the Customer has paid during the same contract year to eMabler. A contract year means each one (1) year time period starting from the date the Agreement became in force.  

The limitations of liability shall not apply to damages caused by gross negligence or intentional act or to breach of section “Confidentiality” or “Terms of Use”. 

14. TERM AND TERMINATION
The Agreement will remain in force initially for twelve (12) months from the date it became in force (“Initial Period”), after which it will continue to be in force for an indefinite time and can be terminated by a Party by giving a six (6) months prior written notice. If a Party wishes that the Agreement expires at the end of the Initial Period, the written termination notice must be given latest six (6) months before the end of the Initial Period. 

A Party may terminate the Agreement also with an immediate effect by giving the other Party a written notice, if the other the other Party commits a material breach of the Agreement and fails to remedy the same within sixty (60) days after the receipt of a written demand from the other Party to cure the breach. 

Upon the termination of the Agreement, the following Sections shall survive: ”Confidentiality”, ”Title and Intellectual Property Rights”, “Infringement of Intellectual Property Rights”, and “Liability”.  Also, any other provisions, which by their nature or wording contemplate effectiveness beyond the termination of the Agreement, shall survive the termination. 

 Effects of termination: 

(a) A Party shall, at its own cost, return, or if requested by the other Party in written form, destroy, the other Party’s Confidential Information in its or its Representatives’ possession; and 

(b) At the Customer’s request, eMabler shall return the Customer Data to the Customer as a paid Consultation Service. The Customer shall request such Service well in advance before the termination of the Agreement. eMabler is not obliged to store the Customer Data for longer than two (2) months after the termination of the Agreement.  

15. MISCELLANEOUS
eMabler may give notifications to the Customer in the user interface of the Software Service, by push notifications, email or otherwise to the Customer’s users or a user.  

A Party may use subcontractors, and for example eMabler may use hosting service providers. A Party shall be liable for the actions of its subcontractors as for actions of its own. 

 If the fulfilment of a Party’s obligation under the Agreement is prevented, becomes more difficult or is delayed due to an impediment beyond the Party’s reasonable control (”Force Majeure”), such as a strike or other labour dispute, fire, water damage or other accident, natural phenomenon, malfunction in telecommunication or lack of source of energy or a change in legislation, the Party is not deemed to be in breach of the Agreement as long as necessary under the circumstances. A labour dispute is deemed as a Force Majeure event also when the Party is the target or a party to such an action. Force Majeure events suffered by a subcontractor of a Party are also deemed as Force Majeure events.    

Either Party may not assign the Agreement to a third party without the prior written consent of the other Party. However, a Party may assign the Agreement without the consent of the other Party to a transferee, when assigning the ownership of the Party’s business assets or part thereof, or to the Party’s affiliated company, and, for the avoidance of doubt, in a merger or a demerger.   

Neither Party may hire any current or former employee or director of the other Party, or enter into any other agreement or arrangement, whose purpose is to obtain the work contribution of such person, until twelve (12) months have passed from the earlier of (i) the termination or expiration of the Agreement; or (ii) cessation of the person's employment or director relationship with the other party, whichever occurs first. This recruitment restriction does not apply if the (i) cessation of the person's employment or director relationship was due to the employer; or (ii) if the recruitment occurs on the initiative of the person in question in response to a public job advertisement. In case of a breach of this recruitment restriction, the breaching Party shall pay the other party as liquidated damages seventy thousand (70,000) euros for each breach.  

The Agreement constitutes the complete agreement between the Parties with respect to the subject matter of the Agreement and supersedes all previous proposals, marketing materials and other communications between the Parties with respect to the subject matter of the Agreement.  

If any provision of the Agreement is found to be invalid, the other provisions of the Agreement will remain in force. The invalid provision shall be amended by the Parties and the Agreement shall be interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law.   

All amendments to the Agreement must be made in writing and signed by each Party. 

All disputes arising out of the Agreement shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce, in Helsinki in English language. Notwithstanding the above, a Party may also seek equitable and/or injunctive relief to prevent or stop a violation of the terms and conditions contained in the Agreement and eMabler has the right to take legal actions concerning overdue payments, in any court of law.