1. Applicability and definitions
These General Terms and Conditions are applied to Services provided by Fuxia Oy (“Supplier”) to its customers (“Customer”).
These General Terms and Conditions shall form an integral part of a separate service agreement (“Agreement”) concluded between the Supplier and the Customer. The Customer agrees to be bound by these terms and conditions.
Affiliated Supplier of a Party means any Finnish or foreign legal entity that is (a) directly or indirectly controlling the Party, or (b) under the same direct or indirect control as the Party, or (c) directly or indirectly controlled by the Party for so long as such control lasts. Control shall exist through direct or indirect ownership of more than 50 % of the nominal value of the issued equity share capital or more than 50 % of the shares entitling the holders to vote for the election of the members of the board of directors or persons performing similar functions.
Confidential Information means any information and material in whatever form disclosed to one Party by the other Party and either marked as confidential or should be understood to be confidential.
Customer Data means information or material transferred by the Customer to Service or information, or material otherwise provided or made available to Supplier for Customer’s benefit and for purposes of the Service or other information or material specified as Customer Data by the Parties.
Customer Equipment means the hardware and software which the Customer is required to have in use in order to use and enable the Service to be provided in accordance with the Agreement.
Customer Support shall mean the support functions provided by Supplier to the Customer as further specified in Section 7.
Effective Date is the date when the Agreement is duly signed by both Parties.
Intellectual Property Right means any and all patents, utility models, designs, copyright, trade secrets, domain names, trademarks, trade names and any other intellectual property rights, whether registered or not and applications for any of the aforementioned respectively as well as any trade secrets.
Related Service means any service not included in the Services, but provided by Supplier to the Customer pursuant to the Agreement or other agreement referring to the Agreement including but not limited to training services, implementation projects and Customer specific amendments to the Service.
Service means the Fuxia Service for automated contract review and redlining, as defined in the Service agreement.
Service Fee means the agreed fee which covers the provision of the Service for the term of the Agreement.
Service Level means the levels of performance to which the Service are to be provided to the Customer by Supplier.
User means personnel and contractors of the Customer and any third parties acting on Customer’s behalf for the Customer’s normal business purposes during the term of the Agreement or as further specified in Appendices of the Agreement.
User ID shall mean usernames, passwords or other identification method of the Service.
2. Supplier Responsibilities
Supplier undertakes to perform the tasks for which it is responsible in conformity with the Agreement, with due care and with the professional skills reasonably expected from an experienced service provider.
For applicable legislation on personal data and privacy, Supplier may act as a processor of Customer’s personal data. Supplier agrees to follow instructions and policies of Customer related to such processing.
3. Customer Responsibilities
The Customer is responsible for all use of the Service by its Users and shall comply with all applicable laws and regulations in connection with the Customer’s use of the Service, including those related to data privacy and the transmission of personal data.
The Customer shall be responsible for ensuring that the Service fulfils Customer’s intended purpose. Supplier specifically excludes any liabilities and warranty for a particular purpose.
The Customer shall notify Supplier immediately of any unauthorized use of the Service or any other known or suspected breach of security.
4. Access to the Service
Supplier agrees in full consideration of the payment of the Service Fee by the Customer to provide access to the Service on a non-exclusive basis pursuant to the terms and conditions of the Agreement.
Customer shall permit access to the Service only by those employees, contractors or other third parties who fall within the limiting definition of a User.
Customer shall not transfer, lease, loan, resell, distribute or otherwise make the Service or materials contained in the Service available in whole or in part in any form whatsoever to any third parties.
Customer shall not attempt to gain access to any parts of the Service to which the Customer has not acquired access rights nor will the Customer attempt to modify, copy, decompile, adapt, reverse engineer or otherwise attempt to derive source code of the Service or any computer software programs the Service is based upon. The Customer shall not store or install the Service on any Customer’s servers or device.
5. Service Levels
- SLA target for system availability is 99%.
- Support levels: related to customer support:
| Priority Level | Response time (max) | Resolution time (max) |
| A) Critical | 30 min | 8 hours |
| B) High | 30 min | 16 hours |
| C) Normal | 30 min | 7 days |
- Priority levels:
- Critical: System failure or any issue causing major operational disruption
- High: Any issue affecting the operational processes
- Normal: Operational processes are not affected or affected lightly
6. User IDs
The Customer shall be responsible for ensuring that its Users maintain User IDs with care and do not disclose them to third parties. The Customer shall be responsible for the use of the Service using its User IDs.
The Customer shall ensure that if any Customers User IDs has been revealed to a third party or if the Customer has a reason to suspect misuse of a User ID, the Customer shall immediately terminate or disable such User ID.
The Customer shall change the User IDs required for the use of the Service upon written request of Supplier if necessary due to severe data security risk to the Service.
7. Customer Support
Supplier shall provide the Customer reasonable technical and use-related Customer Support. Supplier shall provide Customer Support during Supplier’s normal working hours on weekdays at 09:00 – 16:00 (CET) time. The customer support requests shall be sent to support@fuxia.ai via email.
For the avoidance of doubt, Supplier shall not be obliged under the Agreement to provide support, assistance or maintenance concerning third-party equipment or software.
8. Changes to the Service
The Supplier is responsible for ensuring that the Service essentially complies with the service description available at the given time. The Supplier does not guarantee the Service content or functioning beyond the scope of the guarantees and warranties included in the Agreement and its Appendices.
9. Suspension of the Service
Supplier shall have the right to suspend delivery of the Service for scheduled maintenance breaks. The time used for the scheduled maintenance breaks shall not be taken into consideration to the Supplier’s detriment in relation to agreed Service Levels.
Supplier shall have the right to suspend delivery of the Service due to installation, change or maintenance work of general data network outside Supplier’s control or due to severe data security risk to the Service or if required by mandatory law or competent authorities. Supplier shall notify the Customer of the suspension and the duration of the suspension in advance or, if this is not reasonably possible, without delay after Supplier has learned of such matter.
Supplier shall have the right to prevent Customer’s access to the Service without prior notice, if Supplier reasonably suspects that the Customer burdens or uses the Service in such a manner as to jeopardize the delivery of the Service to other users. If the Customer demonstrates that it has used the Service in conformity with the Agreement, Supplier shall compensate the Customer in accordance with agreed Service Levels.
10. Production and Use Environments
Supplier shall be responsible for the production environment of the Service and for ensuring that the Service corresponds to what the Parties have agreed in writing. Supplier shall provide the technical requirements for use environment to the Customer. The Supplier shall not be responsible for the usability and compatibility of the equipment or software used by the Customer with the Service.
The Customer shall be responsible for acquiring and maintaining the functional status of the Customer Equipment that the Customer needs to use the Service. The Customer shall be responsible for the protection of Customer’s data environment and comparable costs related to use of the Service.
11. Maintenance of the Service
Supplier shall be responsible for maintaining the Services in agreed order and condition. If the Service shall fail or break down Supplier shall use its reasonable endeavors promptly to restore the Services to its proper operating condition in accordance with the Agreement.
In the event of any failure or breakdown of the Services with the consequent loss or corruption of the Customer’s Data or any part thereof Supplier shall notify the Customer as soon as reasonably practicable after the Service is available for use again. This paragraph states the entire liability of Supplier for any loss or corruption of the Customer’s Data caused by any failure or breakdown of the Service. Supplier shall not be liable for any other loss or damage sustained or incurred by the Customer as a result of any failure or breakdown of the Service except expressly stated in the Agreement and to the extent that such loss or damage arises from any unreasonable delay by Supplier in performing its obligations under the first paragraph above.
12. Prices and Terms of Payment
The Service Fees and other prices are specified in the Service Agreement.
Work orders by the Customer not included in the Service will be invoiced according to the following price list:
- Expert work: EUR 160 per hour + VAT
- Customer service work: EUR 120 per hour + VAT
The prices specified in the Agreement are fixed during the term of the Agreement. Supplier may change the prices by giving the Customer prior written notice sixty (60) days in advance. The price change does not affect payments which are due before the change becomes effective. Should the Customer not accept the price change, the Customer has the right to terminate the Agreement upon the coming into force of the price change by giving Supplier a prior written notice thirty (30) days in advance.
Unless otherwise agreed in writing, the prices specified in the Agreement shall include all public charges determined by the authorities and effective on the Effective Date, except value-added tax. Value-added tax shall be added to the prices by the current regulations. Should the amount of public charges determined by the authorities, or the collection basis of such charges, change due to changes in regulations or taxation practice, the prices specified in the Agreement shall be revised correspondingly.
Neither Party may set off other Party’s claim or receivables.
Interest on overdue payments shall accrue in accordance with the Interest Act of Finland.
13. Subcontractors
Supplier shall have the right to subcontract its obligations under the Agreement. Supplier shall ensure that its sub-contractors comply with the confidentiality provisions specified in section 14. Each Party shall be liable for the work of its subcontractor as for its own.
14. Confidentiality
Each Party shall keep in confidence all Confidential Information and shall not disclose the Confidential Information to any third party or use the Confidential Information for any purpose other than for the purpose of the Agreement.
A receiving Party shall have the right to:
- copy Confidential Information only to the extent necessary for the purpose of the Agreement; and
- disclose Confidential Information only to those of its employees and sub-contractors fulfilling the obligations of the Agreement who need to know Confidential Information for the purpose of the Agreement.
- disclose Confidential Information to its own legal and financial advisors provided that such advisors are bound by confidentiality provisions at least as restrictive as contained in this Section 14.
Notwithstanding the foregoing the confidentiality obligation shall not be applied to any material or information:
- which is generally available or otherwise public other than by a breach of the Agreement on the part of the receiving Party; or
- which the Party has received from a third party without any obligation of confidentiality; or
- which was in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; or
- which a Party has developed independently without using material or information received from the other Party; or
- which a Party shall disclose pursuant to a law, decree, or other order issued by the authorities or judicial order.
Each Party shall cease using Confidential Information received from the other Party promptly upon termination of the Agreement or when the Party no longer needs the Confidential Information in question for the purpose of the Agreement and, unless the Parties separately agree on the destruction of such material, return the material in question and all copies thereof. Each Party shall, however, be entitled to retain copies required by law or regulations.
Each Party warrants the observance and proper performance of this section 14 by all of its subcontractors and other parties to which Confidential Information has been disclosed.
Each Party is entitled to use the professional skills and experience acquired in connection with the Agreement.
The rights and obligations under this Section 14 shall survive the termination or expiration of the Agreement and shall remain in force for a period of 5 years from the Effective Date, or if the Confidential Information is disclosed after the Effective Date, for a period of 5 years from the date of disclosure.
15. Publicity
Notwithstanding anything in contrary in Section 14, both Parties may use the other Party’s logo and Supplier name on its website and in marketing materials to represent that the other is a customer or supplier, as applicable, and shall respect any procedures and/or guidelines provided by the other Party for the use of such logo.
16. Force Majeure Event
Force Majeure Event means any failure by a Party to perform its obligations under the Agreement caused by an impediment beyond its control, which it could not have taken into account at the time of the conclusion of the Agreement, and the consequences of which could not reasonably have been avoided or overcome by such Party. If not proven otherwise such impediments may include, but are not limited to, acts of government in its sovereign or contractual capacity, fires, disturbance of data networks, floods, epidemics, pandemics, quarantine restrictions, strikes, lock-outs, industrial disputes, riots, acts of terror or specific threats of terrorist activity, transportation or energy. Strike, lock-out, boycott and other industrial action shall constitute a Force Majeure Event also when the Party concerned is the object or a party to such an action.
Save for the obligation to pay money properly due and owing, neither Party shall be liable for delays and damages caused by a Force Majeure Event.
A Force Majeure Event suffered by a subcontractor of a Party shall also discharge such a Party from liability if subcontracting from other source cannot be made without unreasonable costs or a significant loss of time.
A Party shall notify the other Party in writing without delay of a Force Majeure Event. The Party shall correspondingly notify the other Party of the termination of a Force Majeure Event.
17. Intellectual Property Rights
The Intellectual Property Rights to the Service and any amendments, modifications, new versions thereto shall belong to Supplier or third parties. The product names associated with the Service are service marks and trademarks of Supplier or third parties, and no right or license is granted to use them. The Agreement does not grant the Customer any rights of ownership in or related to the Service or the Intellectual Property Rights owned by Supplier. The Customer acknowledges that, except as specifically provided under the Agreement, no other right, title, or interest is granted.
The Intellectual Property Rights and the title to the Customer Data shall belong to the Customer.
The Agreement has no effect on the Intellectual Property Rights each Party had prior the Effective Date. The Agreement shall not give a Party any direct, indirect or implied right or license to use or otherwise exploit Intellectual Property Rights belonging to the other Party.
The Parties recognize and agree that the Service is made available via data networks and that no copies of software programs or other copyrighted works are delivered to the Customer. However, should the Parties separately agree on delivery of software program copies or other works to the Customer, such software program copies and works are governed by applicable third party or Supplier’s separately provided licensing terms and conditions. Unless specifically agreed between the Parties, the Customer shall not copy, make available to the public, distribute or otherwise dispose of, amend, alter, reverse engineer or derive source code from the delivered software program copies or other works.
The Customer shall not remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the delivered software program copies or other works.
18. Infringement of Third Party Rights
Supplier warrants that the Service as used pursuant to the Agreement does not infringe copyrights enforceable in Finland.
Supplier shall at its own expense defend the Customer against lawsuits claiming that the Service infringes any of the above-mentioned rights of a third party provided that the Customer promptly notifies Supplier in writing of such lawsuits and permits Supplier to defend or settle the lawsuits and gives to Supplier all necessary information and assistance available and the necessary authorizations. Supplier shall pay all damages awarded in a trial to a third party, if the Customer has acted in accordance with the foregoing.
If in the justified opinion of Supplier the Service infringes any of the above-mentioned rights of a third party, Supplier may at its own expense either (a) obtain the right of continued use of the Service for the Customer or (b) replace the Service with a comparable service or (c) modify the Service in order to eliminate the infringement. If none of the above-mentioned alternatives is available to Supplier on reasonable terms, the Customer shall, at the request of Supplier, stop using the Service.
Supplier shall, however, not be liable if the claim (a) is asserted by an Affiliated Supplier; (b) results from compliance with the Customer’s instructions; (c) results from the use of the Service in combination with any other service or product not supplied by Supplier or (d) could have been avoided by the use of a released and equivalent Service offered for use to the Customer without separate charge.
The liability of Supplier for infringement of Intellectual Property Rights shall be limited to this Section 18.
19. Feedback
The Customer may from time to time provide suggestions, comments or feedback (“Feedback”) with respect to the Service or Confidential Information provided originally by Supplier. The Customer agrees that all Feedback is voluntary and, even if marked as confidential (unless subject to a separate written agreement), will not create a confidentiality obligation for Supplier. Supplier will be free to use, disclose, reproduce, license or otherwise distribute such Feedback, without obligation or restriction of any kind with relation to a Party’s Intellectual Property Rights or otherwise. Notwithstanding the above, no right shall be granted to any Intellectual Property Rights that were in existence prior to the Effective Date.
20. Customer Data
Supplier has the right to use the Customer Data only for the purposes of the Agreement and provisioning of the Service. Notwithstanding the aforementioned, Supplier shall have the right to use the Customer Data for purposes of statistical analysis and improving the Service.
Customer Data will not be used to train third-party large language models. Supplier ensures that any large language models utilized by Fuxia Service are operated within a secure and private environment, exclusively managed by Supplier, and do not incorporate Customer Data in a way that would expose or share it with external entities.
Designated Supplier’s employees have technical access to the customer database for maintenance and software updates. Up to date list of the designated employees can be requested from Supplier.
Supplier’s employees may not view the Customer Data without permission from the Customer or prior notice to the Customer.
The Customer shall be responsible for Customer Data and for ensuring that the Customer Data does not infringe third party Intellectual Property Rights or violate any legislation in force from time to time. In case of breach of the aforementioned, the Customer will be responsible for, and will indemnify and hold Supplier harmless from all claims, suits, proceedings, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) made against or incurred by Supplier.
The Customer is responsible for any and all personal data contained in the Customer Data and all obligations related to its processing as controller designated in the Finnish Personal Data Act, EU’s General Data Protection Regulation (GDPR) 2016/679 or other applicable personal data or privacy legislation. The Customer represents and warrants that it has the authority and required permissions to transfer the aforesaid personal data to the Service.
Supplier shall provide the Customer with the Customer Data upon Customer’s written request within thirty (30) days of the Customer’s written request. The Customer Data shall be delivered in an electronic form mutually agreed by the Parties or if no agreement is reached, in a commonly available electronic format at sole discretion of Supplier. Supplier shall have the right to charge for the collection, processing and delivery of the Customer Data.
Supplier’s responsibility to retain the Customer Data terminates 60 days from termination or expiration of the Agreement, after which Supplier shall at its own expense destroy the Customer Data unless the Customer has requested delivery of the Customer Data. However, Supplier shall be entitled to destroy or retain the Customer Data to the extent required by law or regulation by a competent authority.
21. Back-Up of Customer Data
Supplier shall be responsible for making back-up copies of the Customer Data included in the Service. If no specific obligations regarding Customer Data back-ups have been agreed upon, Supplier shall be responsible for making back-up copies at least once during Supplier’s normal working day and for maintaining the back-up copies in suitable manner in conformity reasonable industry standards.
If the Customer Data is deleted, lost, altered or damaged by using Customer’s own User ID or the Customer has otherwise by its own action deleted, lost, altered or damaged the Customer Data, Supplier shall have the right to charge for the recovery of such Customer Data on the agreed pricing principles.
22. Term and Termination
The Agreement shall become effective on the Effective Date.
Unless otherwise agreed between the Parties, the Agreement shall be valid until the Agreement is terminated by either Party by giving a written notice to the other Party thirty (30) days before the termination.
If it becomes evident that the fulfillment of the Agreement will be delayed for more than three (3) months due to a Force Majeure Event, each Party shall have the right to terminate the Agreement to the extent it is reasonable with immediate effect by notifying the other Party thereof in writing. In such an event neither Party has right to claim damages for such termination.
If the fulfillment of the Agreement has been delayed for more than three (3) months due to a Force Majeure Event, each Party shall have the right to terminate the Agreement with immediate effect by notifying the other Party thereof in writing. In such an event neither Party has right to claim damages for such termination
Each Party shall have the right to terminate the Agreement with immediate effect upon written notice to the other Party already prior to the date of its fulfillment if it becomes evident that the other Party will commit such a breach of any of the provisions of the Agreement that would entitle the other Party to terminate the Agreement with immediate effect. Such a Party shall notify the other Party thereof in writing. Such termination shall be without effect if the Party in breach either fulfills its obligations under the Agreement or provides a guarantee reasonably acceptable to the other Party for the fulfillment of the Agreement within 14 days of the written notice of termination.
Each Party shall have the right to terminate the Agreement with immediate effect upon written notice to the other Party if
- the other Party commits a material breach of any of the terms and conditions of the Agreement and fails to remedy such a breach within thirty (30) days of the other Party’s written notice thereof; or
- the other Party is insolvent, declared bankrupt (and bankruptcy estate is not willing to commit to its obligations under the Agreement), is put into liquidation, sells all of its assets, ends its business or it otherwise ceases with its payments; or
- there is a material change in control or ownership of the other Party. A change is deemed material if control or ownership is acquired by a competitor of the other Party. Each Party shall notify the other Party of such material changes in the ownership or control without undue delay.
23. Warranties
Supplier provides the Service and any specifically agreed Related Service in accordance with the Agreement. Supplier undertakes to perform the tasks for which it is responsible in conformity with the Agreement, with due care and with the professional skills reasonable expected from an experienced service provider.
To the full extent permitted by law, the warranty set forth in this section 23 is supplier’s exclusive warranty and is in lieu of all other warranties, conditions, undertakings or terms of any kind, express or implied, written or oral, by operation of law, arising by statute, course of dealing, usage of trade or otherwise, including, warranties or conditions of merchantability, fitness for a particular purpose, satisfactory quality, lack of viruses and back doors, title, non-infringement, accuracy or completeness of responses, results, and/or lack of workmanlike effort.
No representation or other affirmation of fact, including statements regarding performance of the service, which is not contained in the agreement, will be binding on supplier. The foregoing warranty specifically excludes third party modifications.
Fuxia does not represent or warrant that the fuxia service will produce accurate or relevant content for the customer, or otherwise perform without interruption or error.
THE OUTPUT IS INTENDED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE CONTRACTS BASED ON CUSTOMER CONTRACT GUIDELINES AND OTHER INPUTS. WHILE SUCH OUTPUT MAY CONCERN ISSUES RELATED TO LEGAL SERVICES OR DOCUMENTS, SUCH CONTENT IS NOT FORMAL LEGAL ADVICE. CUSTOMER WILL NOT RELY ON ANY OUTPUT OF THE FUXIA SERVICE WITHOUT SEEKING THE ADVICE OF, AND/OR VETTING ANY OUTPUT THROUGH, A DULY LICENSED AND QUALIFIED LAWYER IN THE APPLICABLE SUBJECT MATTER AND JURISDICTION. FUXIA EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF CUSTOMER OR USER ACTIONS TAKEN OR NOT TAKEN BASED ON ANY OUTPUT, OR OTHERWISE IN CONNECTION WITH CUSTOMER’S USE OF FUXIA SERVICE. FUXIA’S PROVISION OF THE FUXIA SERVICE, INCLUDING ALL RELATED OUTPUT, ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THEY DO NOT, AND ARE NOT INTENDED TO, CONSTITUTE FORMAL LEGAL ADVICE.
CUSTOMER UNDERSTANDS THAT IT, AND ITS USERS, ARE ULTIMATELY RESPONSIBLE FOR ALL DECISIONS MADE, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON CUSTOMER’S USE OF FUXIA SERVICE, WHICH USES THIRD-PARTY LARGE LANGUAGE MODELS TO GENERATE PREDICTIONS BASED ON PATTERNS IN DATA. OUTPUT GENERATED BY LLMS IS PROBABILISTIC AND SHOULD BE EVALUATED FOR ACCURACY AS APPROPRIATE FOR YOUR USE CASE, INCLUDING BY ENSURING QUALIFIED LAWYER REVIEW OF SUCH OUTPUT.
24. Limitation of Liability
The aggregate total liability of a Party towards the other Party in respect of any cause of action relating to or arising out of the Agreement shall not exceed the amount paid by the Customer under the Agreement during the last 12 months’ prior the cause for the claim has arisen.
Neither party will be liable to the other party or any third party for any special, indirect, incidental, or consequential damages, arising out of or related to the agreement, including, without limitation, damages resulting from delay of delivery or from loss of profits, data, business, or goodwill, however caused and on whatever theory, whether based on breach of contract or warranty, tort (including negligence), the failure or asserted failure of a party to perform its obligations hereunder, or otherwise, and whether or not the party alleged to have caused such damages has been advised or is aware of the possibility of such damages.
Notwithstanding Supplier’s obligations of taking back-up copies of Customer Data as specified in Section 21, both Parties shall be responsible for taking back-up copies of data and data files and for verifying the functionality of such back-up copies. Neither Party shall be liable for the loss of, damage to, nor alteration of data or data files of the other Party due to any cause and the resulting damages and expenses incurred, such as expenses based on the re-creation of data files.
The limitations of liability shall not apply to:
- damages caused by willful misconduct or gross negligence; or
- breach of confidentiality provisions in section 14; or
- claims and costs covered by section 18.
25. Assignment
Neither Party shall have the right to assign the Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of the other Party. Notwithstanding the foregoing each Party may transfer its receivables under the Agreement to a third party.
Supplier may transfer the Agreement and the rights and obligations hereunder to such a third party to which the business activities related to the Agreement has been transferred.
26. Applicable Law; Dispute Resolution
The Agreement and all matters arising out of or in connection with the Agreement shall be interpreted, construed and governed exclusively in accordance with the laws of Finland without reference to its choice of law rules.
In the event no settlement can be reached by means of negotiations, any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finnish Central Chamber of Commerce. The arbitration shall take place in Helsinki, Finland. The arbitration shall be conducted and the arbitration award shall be given in the English language. The Parties agree that the arbitration procedure and all thereto related material and information shall be treated as Confidential Information in accordance with Section 14.
The Parties have nevertheless right to claim for outstanding receivables under the Agreement at the courts of the other Party’s registered domicile.
Either Party, before or during any legal proceedings, may apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect that Party’s interests in pending completion of the legal proceedings.
27. Termination Assistance
Upon expiration or termination of the Agreement, Supplier shall reasonably contribute to the transition of the Service to another supplier or to the Customer. Unless otherwise agreed in writing, the obligation to contribute expires after 3 months from the expiration or termination of the Agreement. The agreed pricing principles shall apply to Services relating to Supplier’s obligation to contribute to the transfer.
The obligation to contribute to the transfer specified herein does not apply if the Agreement is terminated due to a material breach by the Customer. Supplier shall, however, also have the obligation to assist the Customer if the Customer settles all amounts due to the Supplier and provides an acceptable guarantee for further payments under the Agreement and related assistance obligation.
28. Other Provisions
No modification of this Agreement shall be valid unless in writing and signed by duly authorized representative(s) of each Party.