These General Terms and Conditions for Services (“Terms”) shall
apply to the Event Metrics service and other potential related
services (together ”Services”) provided by Prime Event Ltd.
(“Supplier”) to its contracting party (“Customer”). Hereinafter the
Supplier and the Customer shall be referred together as the
“Parties” and individually as a “Party”.
“Agreement” shall mean these Terms and any other terms and
conditions that have been agreed mutually by the Parties in writing.
2. Contents of the Services and Service Description
The detailed description and scope of the Services (including the
number of users) is as set out in the service description in the
Supplier’s website eventmetrics.fi and/or as separately agreed by
The Services do not include any devices (such as tablets or laptops)
and the Customer shall be responsible for acquiring the required
devices and communications link for the Services. The Supplier
shall provide the necessary compatibility information to the
Customer. For clarification, the Supplier shall not be liable in any
way for any downtime relating to the communications link or
4. Prices and Terms of Payment
Unless otherwise agreed in the Agreement, the Services shall be
charged according to the Supplier’s valid price list at the time in
question. Value added tax shall be added to the prices.
Unless otherwise agreed, the Services shall be charged at the time
of purchase. If using invoicing method, the payment term is 14 days
from the date of the invoice. Interest on delayed payment is 10 %
per annum. When invoicing method is used, the access to the
service will be provided when payment has been received.
5. General Responsibilities of the Parties
The Supplier undertakes to perform the Services in conformity with
the Agreement, with due care and with the professional skills
required for the tasks.
The Customer undertakes to (i) perform the tasks for which it is
responsible in conformity with the Agreement and with due care, (ii)
provide the Supplier with sufficient and correct information and
content in order for the Services to be performed and (iii) with best
of its ability to contribute to the performance of the Services. The
Customer shall be responsible and liable for the information that it
provides for or in connection with the Service. The Customer shall
not allow any third parties to use or have access to the Service.
6. Personal Data
Both the Supplier and the Customer shall comply with all legal
requirements set out in applicable laws related to the protection of
In connection with the provision of the Services, the Supplier shall
process personal data, for example in the form of user account
information, as an independent controller. The Supplier does not
act as a processor of the Customer when providing the Services.
However, should this premise change, the Parties shall take
necessary measures in order to comply with the applicable data
The Customer assures that the content that it provides for the
provision of the Services includes no personal data. The Customer
shall immediately inform the Supplier, if it however appears that
personal data is included in the content provided by the Customer,
in which case the Customer and the Supplier shall take necessary
measures in order to comply with the applicable data protection
The Customer is responsible for ensuring its own compliance with
applicable personal data legislation in its use of the Services.
7. Data Security
The Supplier shall use and implement appropriate technical and
organizational measures to ensure adequate and ongoing data
security in accordance with the good industry practice.
The Supplier shall be entitled to change the prices of the Services
and terms of the Agreement by notifying the Customer on the
changes at least one (1) month prior to the change will take place.
In case the Customer does not accept the changes, the Customer
shall be entitled to terminate the Agreement with a one (1) month
period of notice.
The Supplier shall be entitled to change the content of the Services
at any time. If the Supplier changes the content of the Services
materially, the Customer shall be entitled to terminate the
Agreement with a one (1) month period of notice.
9. Intellectual Property Rights and Data
All copyrights and other intellectual property rights related to the
Services shall belong to the Supplier or a third party (such as a
subcontractor of the Supplier). The Customer shall not acquire or
receive any title or interest in the intellectual property rights of the
Services, including without limitation any user manuals and other
corresponding materials relating to the Services.
Unless otherwise agreed, the Supplier is entitled to exploit in any
way any data that the Supplier inputs into the Service or provides in
connection with the Service for developing, analyzing and evaluating
the Service and the Supplier’s business (including without limitation
for providing other services and products). The Supplier is also
entitled to distribute such data to third parties in such form that the
third party cannot identify the Customer or the event. For
clarification, the foregoing shall apply also after the termination of
the Agreement and the right of the Supplier to exploit such data set
out in this Clause shall survive any termination of this Agreement.
10. No Warranty
The Customer agrees and acknowledges that all use of the Service
is carried out at the Customer’s own risk and responsibility. The
Supplier is constantly developing the Service, which may lead to
downtime of the Service and the Supplier does not guarantee that
the Service will be provided uninterrupted, timely or error-free.
THE SERVICE IS PROVIDED “AS IS” AND NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, IS GIVEN AS TO
(INCLUDING WITHOUT LIMITATION) THE ACCURACY, EFFICACY,
COMPLETENESS, CORRECTNESS, CAPABILITIES, FITNESS FOR
PURPOSE, OR USABILITY OF THE SERVICE. THE SUPPLIER
SHALL NOT BE LIABLE FOR ANY INFORMATION PROVIDED BY
THE CUSTOMER IN CONNECTION WITH THE SERVICE OR FOR
ANY RESULTS BASED ON DATA THAT THE CUSTOMER HAS
PROVIDED FOR / INPUT INTO THE SERVICE.
Each Party (“Receiving Party”) shall not disclose to third parties nor
use for any purpose other than for the proper fulfillment of the
purpose of the agreement between the parties any technical,
financial or commercial information marked as confidential or which
should be understood to be confidential (“Confidential Information”)
received from the other Party (“Disclosing Party”) in whatever form
under or in connection with the parties’ agreement without the prior
written permission of the Disclosing Party. For clarification, all
information concerning the Services shall be the Confidential
Information of the Supplier. The confidentiality obligations shall not
apply to information which:
a. was in the possession of the Receiving Party prior to disclosure
b. was in the public domain at the time of disclosure or later
became part of the public domain without breach of the
confidentiality obligations herein contained;
c. was disclosed by a third party without breach of any obligation
of confidentiality owed to the Disclosing Party; or
d. was independently developed by personnel of the Receiving
Party having no access to the Confidential Information.
This Clause 11 shall bind the Parties also after the termination of the
12. Force Majeure
Events of force majeure (“Force Majeure”) are events beyond the
control of the Party which occur after the time of signing of the
agreement and which were not reasonably foreseeable at the time
of signing of the agreement and whose effects are not capable of
being overcome without unreasonable expense and/or loss of time
to the Party concerned. Neither Party shall be liable to the other for
any delay or non-performance of its obligations hereunder in the
event and to the extent that such delay or non-performance is due
to an event of Force Majeure.
13. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES,
INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, GOOD
WILL, REVENUE, DATA OR PROFITS, BY REASON OF ANY ACT
OR OMISSION ARISING OUT OF OR IN CONNECTION WITH
THESE TERMS OR THE AGREEMENT.
THE MAXIMUM LIABILITY OF SUPPLIER SHALL BE LIMITED TO
50% OF THE SERVICE FEE AT THE TIME OF BREACH OF THESE
TERMS OR THE AGREEMENT.
14. Validity and Termination
The term of the Agreement shall be agreed upon in the Agreement.
Unless otherwise agreed, the Agreement shall be in force for a
period twelve (12) months, after which the Agreement shall continue
to be automatically renewed for consecutive twelve (12) months’
periods, unless terminated by either Party in writing three (3) months
before the commencement of the next 12 months’ period. For
clarification, the foregoing does not affect the termination rights set
out in Clause 8.
The Supplier is entitled, without prejudice to any other right or
remedy available to the Supplier, to suspend the Service
immediately in case the Customer (i) fails to follow any of its payment
obligations; or (ii) the Customer in any other way breaches the
Agreement (including without limitation situations, where the
Customer is not compliant with the agreed number of users). The
Supplier is entitled to continue the suspension for as long as the
Customer is in breach of the Agreement.
Both Parties are entitled to terminate the Agreement with immediate
effect in case of a material breach of the Agreement by the other
Party, provided that the Party in breach does not rectify the breach
within thirty (30) days of written notice by the other Party. For
clarification, any violation of the agreed number of users by the
Customer is considered to be a material breach.
15. Other terms
Governing law and dispute resolution. The Agreement shall be
governed and construed in accordance with the substantive laws
of Finland excluding its choice of law provisions. Any dispute,
controversy or claim arising out of or relating the Agreement, or
the breach, termination or validity thereof, shall be finally settled
by arbitration in accordance with the Arbitration Rules of the
Finland Chamber of Commerce. The place of arbitration shall be
Helsinki, Finland and the language of the arbitration proceedings
shall be the English language.
Transfer. The Customer shall not be entitled to transfer the
Agreement to a third party without the prior written consent of the
Supplier. The Supplier is entitled to transfer the Agreement to its
group company or to an acquiring company in connection with a
Reference. The Supplier is allowed to use the Customer as a
reference in its marketing in accordance with good marketing