Setera Communications Oy’s General Delivery Terms for Business Customers

IMPORTANT NOTICE

VoIP calls made in the registered office address are routed to nearest Emergency service centre. VoIP calls in nomadic use made with Mobile App or Softphone outside registered office address are NOT routed to nearest Emergency service centre. In the case of emergency outside registered address, please use mobile phone for emergency calling.

1. Scope of application

1.1. Application of the Delivery Terms

These delivery terms are applied to voice and data communication services delivered to a business customer by Setera Communications Oy or any of its group companies (hereinafter “Setera”). These delivery terms are applied unless the customer and Setera have otherwise agreed in writing. However, these delivery terms are not applied to consumer customers acquiring services mainly for purposes other than their business activities.

In addition to these delivery terms, the delivery of e.g. service-related equipment and/or maintenance service by Setera to customer may be subject to separate special terms and conditions as set forth in the agreement between customer and Setera.

2. Conclusion and assignment of an agreement

2.1. Conclusion of an agreement

The parties shall enter into a written agreement on the service.

The agreement enters into force (i) when the parties have duly signed the agreement, (ii) when Setera has accepted the customer’s order by written order confirmation or (iii) when the customer has accepted Setera’s offer in writing.

Setera shall have the right to reject and not enter into an agreement with a customer, if

a. the customer is in debt to Setera or any other telecommunications company;
b. the customer has willfully caused serious harm or damage to the telecommunication network or to other users.

Furthermore, Setera shall have the right to request security or advance payment from the customer subject to the provisions of Section 10.3 below before entering into an agreement with the customer.

2.2. Assignment of an agreement

Neither party is entitled to assign an agreement to a third party without

the prior written consent of the other party. Notwithstanding the aforesaid, Setera has the right to assign, without the customer’s consent, either all or part of the agreement to a group company or a third party to which the business referred to in the agreement is transferred. Setera shall inform the customer of the assignment in advance. In addition, Setera

has the right to transfer its receivables based on the agreement to a third party. After a notice concerning the transfer of the receivables, payments are valid only when made to thetransferee.

3. Service Delivery

3.1. Time of delivery

Setera shall use all reasonable efforts to deliver the service within the agreed delivery time or, if no time of delivery has not been specifically agreed, within a reasonable time from the entering of the agreement.

3.2. Acceptance of a delivery

The customer must inspect the service and any service-related

delivery (as the case may be) immediately after the delivery. A delivery is considered accepted, if the customer does not make a written complaint about the defects detected within seven (7) days of the delivery or in case the customer has commenced the ordinary use of the service. Regardless of a complaint, a delivery is deemed accepted if the service does not contain a defect as defined in Section 5.1. The customer is liable for the costs of the inspection and any tests not included in the service.

3.3. Customer’s obligation to cooperate

The customer must allow Setera access to any necessary equipment rooms, and, to the best of its ability, also otherwise contribute to the delivery of a service. The customer must provide Setera in good time with sufficient and correct technical and other information necessary for the provision of the

service, and inform Setera in good time of any changes in the information provided and of other matters relevant to the provision of the service. The customer is responsible for the information, instructions and orders it has provided to Setera and for the suitability of the services provided according to them for the intended use.

3.4. Delays due to customer

Setera is entitled to collect any charges related to a service even for a period of non-delivery attributable to the customer. When necessary, Setera stores service-related equipment at the customer’s expense and

risk for a reasonable time. If the service is delivered after the time agreed on for a reason attributable to the customer, Setera is entitled to select a suitable time for the delivery.

4. Provision and use of a service

4.1. Provision of a service and service alterations

Setera has the right to provide the service defined in the agreement

in such a manner as it deems best and to use subcontractors to provide

the service. Setera is entitled to make alterations affecting the technology and use of the service provided, however, that the level of functionality of the service is not reduced. If these alterations require changes in the customer’s equipment or software, the customer must effect these

changes at its own expense. Setera takes every effort to communicate any alterations in the service that will affect the customer within a reasonable time in advance. A charge fixed by Setera is collected for any changes made in the contents of the service at the customer’s request.

A party using a subcontractor is responsible for the subcontractor’s performance in the same way as for its own performance.

4.2. Contents of a service and service-specific terms and conditions

The contents of a service and the service-specific terms and conditions are determined according to the service agreement and its appendices.

4.3. Licence to use software and documents

Setera grants the customer a licence to use the documents and the object code versions of the software delivered by Setera under the agreement

and to use the material and information provided for purposes of testing the service. The licence gives the customer the right to use the software

and documents and the test material and information only according to the instructions given by Setera and only for purposes directly connected with the use or testing of the service. The title and all

intellectual property rights to the software, documents, test material and test information and any revised versions thereof belong to Setera or a third party (such as Setera’s principal or subcontractor). The customer is not entitled, without the prior written consent of Setera, to copy, translate or modify the material, documents or software, or to place them at a third party’s disposal unless otherwise provided by mandatory legislative provisions.

Upon the expiration of the licence, the customer is obliged to return or, at Setera’s request, destroy the originals and copies and the data media and documentation in its possession at its own expense.

4.4. Customer’s equipment and software

The customer is responsible for acquiring the equipment, telecommunications connections and software not included in

the service as defined in the service specification or the agreement with Setera, and for ensuring that they are in working order. It is also the customer’s responsibility to ensure that the equipment and the software are approved and do not disturb or interfere with Setera’s operations or the traffic in the telecommunications network. Any equipment or software causing interference must be immediately disconnected from the service.

4.5. Material delivered through a service

The customer is responsible for any material delivered through a service

to other users or to servers belonging to Setera or a third party. In particular, it is the customer’s responsibility to see to it that no material sent by the customer or through the customer’s service causes disturbance to the telecommunications network, infringes the copyright of a third party or violates good practice, legislative provisions or regulations issued by the authorities. If Setera, the authorities or a third party can show that such material has been delivered through the customer’s service to other users or to servers belonging to Setera or to a third party, Setera has the right to remove such infringing material or prevent its use without hearing the customer. As Setera does not control the material sent to or received from a third party through the service, Setera is not responsible for the availability of such material and information or for their illegal or infringing contents. Further, Setera is not responsible for any damage caused by potential delay, distortion or disappearance of material transmitted by the use of the service.

5. Service fault, service maintenance and fault repair

5.1. Service fault

A service is considered faulty if it significantly differs from the features specified in the service agreement and if this difference essentially complicates the use of the service.

5.2. Service maintenance and fault repair

Setera maintains the service in working order in compliance with the agreement and repairs service faults on weekdays (Saturdays excluded) between 8am and 4.30pm and as soon as possible. At other times faults may be repaired if so separately agreed, and the customer will be charged for the repair according to the price-list. Setera has the right to interrupt the provision of the service temporarily if this is necessary for purposes of construction, repair or maintenance. Setera takes every effort to keep the interruption short and to cause as little inconvenience to the customer as possible. Setera informs the customer of the interruption in so far as possible.

5.3. Maintenance restrictions

Maintenance does not cover the repair of faults that are beyond Setera’s control or attributable to the customer, such as:

5.3.1. incorrect use of the service, carelessness or neglect in following the instructions on the use or maintenance of the service or in meeting the environmental requirements of the service, or

5.3.2. faults of equipment, telecommunications connections, software or specifications not falling within the scope of the service, or an alteration, correction or connection made or accessory used by a party other than Setera.

5.4. Fault repair

Setera’s liability for a fault in a service is limited to repairing the faulty service for which Setera is responsible or to reproviding the faulty service.

6. Infringement of intellectual property rights

6.1. Setera’s responsibility for intellectual property rights

Setera is responsible for that the services do not infringe any third party intellectual property rights valid in Finland at the time the agreement is concluded.

6.2. Defending of rights

If a suit is brought or claims are presented against the customer on the grounds that the use of a service provided by Setera in Finland infringes a protected intellectual property right of a third party, Setera shall handle the customer’s defence as it deems best and pay any compensations the court orders the customer to pay to the infringed entity. The customer is not entitled, without Setera’s prior written consent, to agree or otherwise settle the matter with anyone who has brought a suit or presented a claim. A precondition for Setera’s responsibility is that the customer informs Setera of such claims in writing immediately after learning about them and simultaneously authorizes Setera to handle the customer’s interests and provides Setera with any information and assistance necessary for handling the matter.

6.3. Remedying proven infringement

If an infringement of an intellectual property right of a third party as referred to in Section 6.2 becomes legally valid or if Setera considers such an infringement probable, Setera acquires, at its own discretion and expense, the right to continue the use of the service or part of the service, replaces the service with a corresponding product whose use does not infringe the said rights or alters the service in such a way that infringement no longer occurs. In this case, Setera also has the right to stop providing the service without a period of notice. Setera’s liability for any infringement of immaterial rights is limited to the actions stated in this Chapter 6.

6.4. Liability limitation

Setera is not responsible to the customer for infringement of

intellectual property rights of a third party occurring because the service has been changed or used for a purpose for which it was not designed or approved, or because the service is used with a product or service provided by another supplier or produced by the customer or contrary to Setera’s instructions.

7. Identification data

7.1. Customer’s identification data

Having heard the customer, Setera has the right to select the customer’s user IDs, numbers, addresses, and other identifiers pertaining to the service (hereinafter “Identification Data”). The Identification Data remains Setera’s property, and the customer will have no right to it after the expiry or termination of the agreement, unless otherwise agreed in writing.

7.2. Changing the Identification Data at the customer’s request

The Identification Data can be changed at the customer’s request against payment, provided that this is technically possible and that the change can be performed without undue prejudice to Setera or a third party.

7.3. Setera’s right to change the Identification Data

Setera has the right to change the Identification Data, if

7.3.1. so required by regulations issued by the authorities or by reasons related to the telecommunications network’s structure or service or by other technical reasons; Setera informs the customer of the change no later than two (2) months prior to the entry into force of the change; or

7.3.2. Setera has justifiable cause to believe that the change is necessary to ensure the information security of the customer or the service. Setera informs the customer of any changes made for security reasons as soon as reasonably possible.

8. Customer information and its use

8.1. Providing information

Before a service is opened, the customer must give Setera any and all information that is necessary for the service and which is requested by Setera (hereinafter “Customer Information”). The customer shall check that the Customer Information registered with Setera is correct and accurate. The customer must inform Setera without delay of any changes

in the Customer Information. The customer is responsible and remain liable for that the users of the service that are designated by the customer are at all times aware of that their Customer Information is provided to Setera.

8.2. Directories and number assistance

Setera has the right to make a list of the Customer Information and Identification Data necessary for the identification of the customers and service users and to publish them in a printed or electronic directory. The information can also be used in national and international number assistance services. The information given by the customer is published according to the terms and price-list applied to directories. The customer has the right to forbid the publication of its directory information and the use of the information in number assistance services.

käytettävien ehtojen ja hinnastojen mukaisesti. Asiakkaalla on oikeus kieltää tietojen julkaiseminen hakemistossa ja numerohakupalveluissa.

8.3. Processing of Customer Information and Identification

Data

Setera may process registered Customer Information e.g. for managing customer relationships, developing its services and for marketing purposes as specified in Setera’s register description for Customer Information in effect at each given time. Setera’s register description and the data protection principles (“Data Privacy Statement”) are available on Setera’s website (www.setera.com). Unless otherwise agreed or unless explicitly requested by the customer, Setera shall have the right to send to the customer and customer’s users direct marketing messages, announcements and other customer communications in electronic form (by email or sms). Setera has the right to disclose Customer Information and Identification Data within the limits allowed or required by valid legislation.

Setera is allowed to process Customer Information and Indentification Data for the purposes of service production, invocing and technical development work in compliance with the laws and regulations in force at each given time. The information to be processed may include, but not be limited to, the device type of the relevant phone, other information related to terminal devices, location data of user connections, and other identification data related to communication and service use, e.g. subscriber numbers and times and durations of established connections. Identification Data and locations data shall be processed only for the duration of the operations required for the above purposes.

Setera shall have the right to record customer calls and other customer communication to be used amongst others to verify business transactions, resolve customer of user complaints and monitor quality.

9. Processing and Transferring of Personal Data

9.1. General

A party shall have the right to process personal data managed by the other party as the controller in accordance with the agreement and these delivery terms. The parties’ rights and obligations concerning the the processing of personal data shall be determined based on the service rendered. The parties may agree on their rights and obligations as well as the object, duration, nature and purpose of the processing of personal data in more detail on the agreement or in a separate Data Processing Agreement. In case the customer discloses, transfers or provides Setera with personal data, the customer shall at all times be responsible for ensuring that it has the right to provide such personal data to Setera for the purposes set forth in the agreement. Each party shall be responsible and held liable to third parties for the processing of personal data it carries out as the controller. Setera shall take appropriate technical and administrative actions to protect personal data from accidental, unauthorized or unlawful processing. Setera shall keep the customer informed of significant information security violations of the customer’s personal data without unnecessary delay after receiving information of such violations.

9.2. Setera’s personal data

When ordering services whose provision requires providing Setera with contact information on the customer’s contact persons and users of the service, the customer discloses peronal data to Setera and Setera will become a controller with respect to such personal data (“Setera’s personal data”). As the controller, Setera has the independent right to process Setera’s personal data at its discretion and for the benefit of Setera’s business. The customer shall however be liable for the lawfullness of the processing of the personal data prior to disclosure thereof to Setera. In particular, the customer shall be responsible for providing information to its employees and other data subjects as required by applicable law. With respect to the processing of personal data, Setera shall observe the data protection legislation in force at each respective time (especially the Finnish Data Protection Act (1050/2018), the Finnish Information Society Code (917/2014) and the General Data Protection Regulation (EU) 679/2016 (GDPR)). Setera shall process personal data in accordance with valid data protection principles, its Data Privacy Statement and its description for Customer Information.

Setera does not transfer personal data received from customer outside the EU/EEA.

9.3. Personal data of the customer

Within the scope of the services, Customer Data and personal data may also be processed by Setera for which the customer is considered to be the controller. If the customer is a corporate subscriber referred to in the Act on the Protection of Privacy in Electronic Communications (516/2004) and if Setera provides service to the customer and processes the corporate subscriber’s or user’s data and/or messages while providing the service, Setera acts as the corporate subscriber’s subcontractor. The customer is responsible for having all the rights and consents needed for processing the data (including Identification Data and personal data) and/or messages, irrespective of whether the data and/or messages are processed by the customer itself or by Setera on behalf of or as otherwise requested by the customer. With regard to the personal data processed, the customer acts as a controller referred to in the Data Protection Act (1050/2018) and authorizes Setera to process the personal data in the capacity of the customer’s processor to the extent required by the service.

When Setera acts as a processor, the customer’s personal data shall be processed in accordance with the legislation in force and written instructions of the customer. Setera may refuse to carry out customer’s instructions if it has reasonable cause to consider the instructions to be contrary to law, regulatory provisions, court orders or other binding regulations. Setera shall inform the customer of its refusal to abide such instructions or parts thereof. Setera shall assist the customer in the implementation of the responsibilities set forth for the customer by relevant data protection legislation, such as rights of data subjects.

10. Data security and Data Protection

Both parties shall on their own behalf be responsible for data security and data protection when processing personal data, and comply with applicable legislation. The parties may conclude a separate Data Processing Agree-ment where necessary on the distribution of responsibilites related to data security and data protection between the parties.

Each party shall ensure that the part of the deliverables which that party is responsible for as well as the party’s own production environment, i.e. equipment, service production facilities and other premises are protected against data security threats in accordance with appropriate data security procedures and that measures relating to data security and backup control are complied with.

11. Compensation for costs and damage

11.1. Damage caused by negligence

A party is obliged to compensate the other party for direct damage shown by the other party to have been caused by the first party’s negligence. A party’s liability per month is limited to an amount corresponding to the monthly invoicing related to the part of the service that has been subject to negligence, calculated based on the average monthly invoicing during the six (6) months preceding the damage. If an agreement has been valid for less than six months prior to the damage, the maximum amount of damages is calculated according to the average monthly invoicing during the period of validity of the agreement. However, if the party, under the agreement or otherwise, is liable to pay the other party contractual liquidated damages, indemnification or similar damages for a breach of agreement, the party’s liability for damages is limited to the amount of such standard compensation.

11.2. Limitations of liability

A party is not liable for indirect damage or damage that the party cannot reasonably have anticipated. Further, a party is not liable for damage caused by reasons for which the other party or a third party is liable (such as damage caused by the operations of the customer, service user, another telecommunications company or service provider, or by equipment, telecommunications connections or software for which they are responsible), nor for damage caused by a reason beyond the party’s control (such as damage caused by voltage disturbance, thunder, electrical network, fire, water damage or other accidents). A party is not liable for problems resulting from the exercise of the rights under this agreement, such as problems due to temporary service interruptions referred to in Section 5.2.

A party’s total liability is limited to the damage specified in this Chapter 11. The standard compensation according to the Finnish Information Society Code (917/2014) is not applied in a contractual relationship between Setera and a business customer, unless otherwise separately agreed by the parties.

12. Payments and invoicing

12.1. Service charges

The customer pays Setera for a service and its use pursuant to a price-list or agreement according to invoicing periods defined by Setera. Setera may also invoice the customer for the charges of other telecommunications companies and service providers used through Setera’s service if this has been agreed on with the said telecommunications company or service provider.

12.2. Maturity of invoices

Invoices must be settled no later than on the due date indicated on the invoice. If the customer exceeds the credit limit agreed on, or if the total of charges accumulated during an invoicing period is exceptionally high, Setera may invoice the customer differently from the normal invoicing schedule. In addition to collection costs and handling fees, Setera has the right to charge annual interest for delay under the Interest Act (633/1982, as amended from time to time) for overdue payments, starting from the due date of the invoice. If the customer, despite a payment reminder and closing of the service, has not settled the overdue invoices, any other outstanding receivables related to the service that have not yet become due, shall also fall due for immediate payment.

12.3. Advance payment or security

Setera has the right to check the customer’s credit information.

Setera is also entitled to require an advance payment or security from the customer, if Setera sees it necessary – on account of the customer’s credit information, payment history or another justifiable reason – to secure its receivables. Setera does not pay interest on advance payments or securities. Setera has the right to collect its due receivables, including interest for delay and collection costs, from the security or advance payment.

12.4. Liability for the use of a service

The customer is responsible for paying the charges for the service to Setera even if a party other than the customer has used the service, unless the customer can prove that the service has been used unlawfully and that the unlawful use has been rendered possible by Setera’s negligence.If the customer’s mobile subscription unlawfully falls into the hands of a third party, the customer must inform Setera’s customer service of this immediately. Having received the above information, Setera has the right to close the mobile subscription immediately.

12.5. Complaints about invoices

Any complaints about an invoice must be made in writing prior to the due date. Notwithstanding the complaint, the customer must pay the undisputed part of the invoice by the due date. If an examination shows that the complaint is groundless, the customer must pay the invoice with interest for delay within two (2) weeks from being notified of the outcome of the examination.

12.6. Basic charge

Setera has the right to collect a fixed, time-based basic charge separately for each subscription or service element in accordance with the price-list or agreement, starting from the delivery. The basic charges are collected per invoicing period in advance. The basic charge is also payable for a period during which the service is closed. If an agreement related to the service terminates in the middle of an invoicing period, the basic charge is collected for the entire invoicing period, and the basic charge is not refundable.

12.7. Invoice itemization

At the customer’s request, Setera provides itemized information on the invoicing to the extent technically and legally possible. Setera is entitled to collect a charge for the itemization according to the price-list.

12.8. Changes to a price-list

Setera has the right to change its price-lists and the charges invoiced for the use of a service. The customer will be informed of any increases in prices at least fourteen (14) days before the changes enter into force through a customer magazine, bulletin or other written medium sent to the most recent invoicing address given by the customer. The customer has the right to terminate the agreement with immediate effect upon the entry into force of the raised prices by written notice to Setera.

13. Closing a service

13.1. Customer’s right to request closing of a service

Setera closes a service at the customer’s request for a specified period or until further notice. Setera collects a charge according to its price-list for closing and reopening the service.

13.2. Setera’s right to close or suspend a service

Setera has the right to close or suspend the customer’s services if:

• the customer, despite a payment reminder, has failed to pay any overdue receivable of Setera or another telecommunications company within two (2) weeks from the sending of a reminder;
• the customer exceeds the credit limit granted by Setera;
• the customer does not provide the advance payment or security referred to in Section 12.3 within one (1) week from Setera’s request;
• liquidation, reorganization or bankruptcy proceedings have been instituted against the customer, or the customer has applied for a public summons for its creditors or has otherwise been declared insolvent;
• the customer has caused interference to the telecommunications network or traffic or to other users or, despite a reminder, continues to use faulty equipment or software;
• unwanted material referred to in Section 4.5 (including so-called SPAM mass deliveries) has been supplied by the customer or through the customer’s service to other users of the service or to Setera’s or a third party’s servers, or if the customer has used the service contrary to good marketing practice;
• the customer, despite a reminder, does not meet its contractual obligations or is essentially in breach of its contractual obligations;
• according to a trade register entry or other such entry the customer has ceased to exist; or if
• the customer cannot be reached in order to settle a matter related to this agreement.

If the customer files a written complaint about an invoice with Setera and pays the undisputed part of the invoice, Setera does not close the service because of nonpayment of the part in dispute while the complaint is being examined.

Further, Setera has the right to close the service immediately if the service has been opened based on incorrect information or if the service has been opened by a third party authorized by Setera and if Setera, under Section 10.3, has the right to require an advance payment or security from the customer but no such advance payment or security has been submitted to Setera.

13.3. Barring the use

If the customer’s failure to meet its liability to pay relates to a service other than a telecommunications service, Setera has the right to bar the use of the said service.

At the customer’s or service user’s request, Setera prevents the use of the service for other than telecommunications purposes free of charge if this is technically feasible. If the barring is cancelled at the customer’s or service user’s request, Setera has the right to collect a charge according to the price-list for the measures taken.

14. Termination of an agreement

14.1. Agreements valid until further notice

An agreement that is valid until further notice can be terminated with three (3) months’ notice.

14.2. Customer’s right to cancel an agreement

The customer is entitled to cancel an agreement if the service differs essentially from what has been agreed on and if Setera does not remedy the defect or re-deliver the service within a reasonable time from the customer’s written complaint or if the delivery of the service is excessively delayed due to Setera’s negligence. The customer’s right to cancel the agreement concerns only the defective or delayed part of the service.

14.3. Setera’s right to cancel an agreement

Setera is entitled to cancel a service agreement in full or in part if:

• the service has been closed at the customer’s request for over a year;
• the service has been closed for a reason referred to in Section 12.2 for one (1) month; or if
• the customer has materially breached its contractual obligations and has not remedied the breach within fourteen (14) days from Setera’s written request.

14.4. Notices of cancellation and termination

Notices of cancellation and termination must be given in writing.

14.5. Ceasing to provide a service

Setera has the right to cease to provide a service or a service feature for a justified reason. In this case, Setera has the right to terminate the agreement as regards the parts related to the service or feature concerned by notifying the customer of this within a reasonable time in advance.

15. Fixed network connections

In addition, the following terms are applied to fixed network connections:

15.1.1 A telecommunications connection is owned by Setera.

15.1.2 Terminal equipment and internal communication networks are not included in the subscriber connection.

15.1.3 The customer is responsible for seeing to it that there is an internal communications network on the premises to which the subscriber connection can be connected and which complies with the technical regulations valid at any given time and is appropriately documented.

15.1.4 The customer is responsible for the power supply required by the connection.

15.1.5 The customer is liable for any extra costs caused by the building of the connection or the transfer of the connection to another address.

15.1.6 If necessary, the customer acquires, at its own expense, any permissions that Setera may need to build the connection.

16. Mobile services

In addition, the following terms are applied to mobile services:

16.1.1 Setera is entitled to decide on the territorial coverage of its mobile networks. Setera does not guarantee that the service will function everywhere within the coverage area of the service. Setera is not responsible for any restrictions in the use of the service abroad.

16.1.2 Setera owns the SIM card required for the use of a subscription. The customer is responsible for any costs caused by repair, renewal or change of a SIM card.

16.1.3 When the customer uses the mobile subscription abroad, the customer must comply with the legislation of the country concerned and with the instructions and regulations issued by the service provider.

16.1.4 When the customer uses the mobile subscription abroad, the customer’s data protection is governed by the legislation of the country concerned and by the practice of the network operator.

17. Other terms and conditions

17.1. Confidentiality

Each party undertakes to keep confidential any confidential material and information received from the other party. Setera reserves all rights to the material and information supplied, and without a separate written agreement the customer has no right to utilize them otherwise than directly in connection with operations under the agreement. Upon termination of the agreement, each party must return the information and material received from the other party and destroy all material and copies in its possession.

Each party is responsible for seeing to it that all its employees and any subcontractors used by the party agree to be bound by the above confidentiality obligations.

This confidentiality clause will survive the termination of the agreement.

17.2. Settlement of disputes and applicable law

This agreement is governed by the laws of Finland, excluding its choice of law provisions. Any disputes arising from this agreement are settled, according to the plaintiff’s preference, at the District Court of Helsinki or

at the court of first instance of the defendant’s domicile. However, Setera shall always have the right to initiate court proceedings against the customer concerning its receivables in the District Court of Helsinki or the court of first instance of the customer’s domicile.

17.3. Order of priority

If there is any discrepancy between the signed agreement document and its appendices, the agreement document prevails over the appendices, and the appendices then have priority in their numerical order.

17.4. Notices

The customer must send any notices related to this agreement in writing to Setera’s address, fax number or e-mail address as indicated in the agreement or communicated later on.

Setera must send any written notices related to this agreement to the invoicing address most recently given by the customer or to the fax number or e-mail address the customer has given to Setera. Notices mailed by Setera are deemed received by the customer on the seventh day after the mailing, and notices sent by e-mail or fax are deemed received on the weekday following their transmission.

17.5. Force majeure

A party is released from its obligations and liability to pay damages if a breach of contractual obligations or failure to meet the obligations is due to force majeure. An event of force majeure is considered to be constituted by a relevant, unusual event which takes place after the signing of the agreement, which the party to the agreement has had no reason to take into account when concluding the agreement, and which is beyond the parties’ control or the consequences of which cannot reasonably be avoided or overcome.

Such an event can be, for example, a war, mutiny, exchange restrictions, legislative provisions or regulations issued by the authorities, refusal of an export licence, requisition or confiscation, embargo on imports or exports, natural catastrophe, serious epidemic, pandemic, discontinuation of public transportation, telecommunications or supply of energy, shortage of means of transportation, general shortage of goods, restrictions on driving power, labour conflict, fire, defects or delays related to telecommunications connections or equipment acquired from or in the possession of a third party, cable damage caused by a third party, or another unusual event with similar effects and beyond the parties’ control, and defects or delays in deliveries by subcontractors caused by any of the aforementioned reasons. If the fulfilment of a contractual obligation is delayed for a reason mentioned in the preceding paragraph, the duration of the period for the fulfilment of the contractual obligation is extended by a period deemed reasonable in view of all the circumstances relevant to the case.

18. Validity of the delivery terms

18.1. Entry into force of the delivery terms

These delivery terms enter into force on January 1, 2019 and remain in force until further notice. These delivery terms are applied to agreements concluded with business customers after January 1, 2019.

18.2. Provision of the delivery terms

Setera provides the customer with the delivery terms free of charge at the customer’s request. Tehse delivery terms are also made available on Setera’s website.

18.3. Amendments to the delivery terms

Setera is entitled to amend these delivery terms. The customer will be informed of new delivery terms at least one (1) month prior to their entry into force through customer bulletins or otherwise in writing. If the terms have been amended to the customer’s detriment, the customer has the right to terminate the agreement without a period of notice within one (1) month from the notification.