SustainOnline

Purchase Agreement 1.2


License and Services Agreement
Last updated 30 September 2019 15:00 CDT

This License and Services Agreement (“Agreement”) is entered into by and between

SustainOnline OY (“SO”) and {{billing_company}} (“Customer”)

1. General

1.1  SO hereby grants to Customer, for the term of this Agreement, a non-assignable right and license to use SO’s user portal www.sustainonline.com (“License”).

1.2  The License will give access to:

     1.2.1  Micro Modules i.e. E-learning,

     1.2.2  Measurement contribution

     1.2.3  The above-described information, 1.2.1-1.2.2 is in this Agreement referred to as “Content”.

     1.2.4  ESG Reporting from H1, 2020

1.3  This license is expressly limited to {{product_2188_quantity}} Individual Users (“Individual Users”) in the Customer’s organization. These licenses are owned by this organization and may be transferred between Individual Users. Transference of licenses will result in Individual Users data to be removed from the system within 30 days.

1.4 Individual Users will gain access to the License through email invitation to www.sustainonline.com via internet browsers. Each Individual User establishes their personal account. The License can be accessed via personal computers, laptops, and mobile devices that meet the Technical Requirements, Appendix A.

1.5  The Customer and its Individual Users are prohibited from making any copies, archival or otherwise, of the License and their associated software.

1.6 The Customer shall take no steps in attempting to reverse engineer the License or the associated software.

2. Fees

2.1  In consideration of the licenses granted through this Agreement and during the Term of the Agreement, the Customer agrees to pay the Fee {{display_totals_ex_tax}} Euro (excluding VAT) (“Fee”) to SO.

2.2  The principle for determining the Fee is 1 Euro per Individual User per month. The Client pays fees for 12 months upfront for all Individual Users. When the payment is received by SO, the Customer will designate an admin responsible for inviting other employees to the platform, up to the number of licenses purchased. The Fee will be invoiced upon signing this Agreement, if not already completed by credit card. The payment term will be 10 days. Failure to meet system requirements in Appendix A may result in lack of access by Customer or Individual User(s), in which case SO will not take responsibility or be required to give refund.

2.3  In the event that the Customer desires to give access to the License to more Individual Users than specified above, it must purchase additional Individual User licenses.

2.4 Each license is valid to one Individual User only and cannot be shared.

2.5  Any sales taxes relevant to the country where the License takes place will be added to the Fees in accordance with that country’s tax regulations.

2.6 SO also offers online payment by credit card as method of payment for Customers with less than 100 Individual Users.

2.7 SO reserves the right to review the pricing and take appropriate action when changes occur.

3. Services

3.1  SO provides services administrating the License and other consultancy services (“Services”) at a rate of 150 Euro per hour.

3.2 SO is allowed to create usage statistics for the portal, for regions, for industries, for specific content, etc. without publishing concrete company names or individual information.

 
3.3 SO reserves the right to change the Content at any time. Changes to content may or may not be communicated by SO to the Customer.
 
3.4 This Agreement expires in 12 months. All data, including course completion and information uploaded, will be saved for 30 days past subscription expiration. Failure to renew before or within this 30-day window will result in all organizational and Individual User data and information to be permanently deleted. Organizations can select automatic-renewal with credit card payment or will be given 90-day notice prior to the expiration date to the below signed contact and SuperAdmin via email or other proper notification. Individual Users will receive a 30-day expiration notice of their individual license if no Agreement is renewed.

4. Administration

4.1 The Customer will be granted limited administrator access to www.sustainonline.com in order to be able to use the License for Individual Users. The registration can be done by:

     4.1.1  Manual entry of individual users information, prompting a unique invitation email sent to the                     individual; or

     4.1.2  Importing a text file (.csv) with multiple users, prompting unique invitation emails sent to                            multiple users.

5. Content

5.1  The Content and information on www.sustainonline.com are the property of SO.

5.2 The Content has been prepared, maintained, updated and/or distributed by SO.

5.3 The Customer or its Individual Users shall not copy, share, modify, transmit, distribute, or in any way, exploit the copyrighted Content provided by SO. Use for any other purpose is expressly prohibited by law and any violators will be prosecuted.

5.4 The Customer or the Individual Users shall not permit anyone else to copy, use, modify, transmit, distribute, or in any way, exploit copyrighted Content.

5.5 The Content made available by SO are provided “as-is” without warranties of any kind, either expressed, or implied, including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose, title or non- infringement.

5.6 SO does not warrant that the Content will be error-free including technical inaccuracies, nor free of viruses, or other harmful matter. The entire cost of any necessary service, repair, or correction, is the Customer’s responsibility.

5.7 SustainOnline is a trademark of SustainOnline OY worldwide. Unauthorized use is prohibited.

5.8 All rights not expressly granted herein are reserved to SO.

6. Access to the License

6.1  SO strives to provide access to www.sustainonline.com on a continuous basis. To that end, SO will take all commercially reasonable efforts to provide uninterrupted access.

6.2 However, from time to time, Individual Users may be unable to use the License due to conditions beyond SO ’s control. Such conditions include, but are not limited to: force majeure, acts of God, power outages, and the acts of computer hackers and others acting outside the law.

6.3 Also, from time to time, access may be unavailable due to software issues, server downtime, increased Internet traffic or downtime, programming errors, regular maintenance of the system, and other related reasons.

6.4 In response to any unavailability of the License to the Individual Users, SO will take all commercially reasonable steps to ensure access is restored within a reasonable period of time. The term “commercially reasonable,” as used in these Terms, shall mean reasonable efforts taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel or money.

6.5 SustainOnline shall be available in accordance with Service Level Agreement (Appendix B)

6.6 SO endeavours to provide the highest quality content. To that end, SO reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of www.sustainonline.com in whole or in part, including, without limitation, the Content, availability, and access. Such changes, modifications, additions or deletions will be effective immediately upon notice thereof, which notice may be made by posting such changes on this Site, email, and within the platform notification.

6.7 SO may also provide Content from third parties such as scientists, environmental specialists, etc. (“Content Providers”). This content will be sourced responsibly and may be available for further review off of the SustainOnline platform. .

7. Intellectual Property Rights – Hyperlinks

7.1 SO makes no warranty, either expressed or implied, of the accuracy, merchantability, fitness for a particular purpose, or non-infringement of the Content provided by third parties. This includes, but is not limited to, any information found on a link located on www.sustainonline.com that allows users to access information found on another site or from a third party. Additionally, SO does not warrant the existence or functionality of any website which can be accessed through a link located on this Site. Access to these links may be restricted due to firewall, intranet, etc., which is beyond the control of SO and may be an issue with the external organization.

7.2 SO, or its third-party Content Providers, shall retain all worldwide rights in the intellectual property in and on www.SustainOnline.com, including, but not limited to, trademarks, service marks, trade dress, inventions, ideas, trade secrets, the source code, the HTML code, the “look and feel” of the site, its color combinations, layout, and all other graphical elements, and the copyrights in and to its original content.

7.3 Nothing in this Agreement grants the Customer an express or implied license to use any of SO intellectual property.

8. Disclaimers and Limitation of Liability

8.1  Individual Users access www.sustainonline.com at their own risk. The site is provided on an “as is, as available” basis without warranty of any kind, expressed, implied or statutory, and any and all warranties of merchantability, fitness for a particular purpose or non-infringement of third parties’ rights are specifically disclaimed. SO does not warrant any particular result from use of the software or Site. SO does not warrant that the Content on the Site is accurate, complete or complies with any particular law or regulation, or that the operation of and your access to the Site will be uninterrupted, error-free, virus-free or completely secure.

8.2 Under no circumstances and under no legal theory (tort, contract or otherwise) shall SO or any of its affiliates, agents, employees, shareholders, directors, officers, third party Content Providers, successors or assigns be liable for any indirect, special, incidental, punitive or consequential damages of any character, including without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, loss of data, loss of productivity or contract, or any and all other commercial damages or losses.

8.3 In no event will SO be liable for any damages in excess of the amount SO received from the Customer for access to www.SustainOnline.com, even if SO have been informed of the possibility of such damages, or for any claim by any other party.

8.4 This disclaimer is applicable to any damage or injury resulting from the negligence or an omission of SO, computer virus or other similar item, telecommunications errors, or unauthorized access to or use of user information through theft or any other means. SO is not liable for criminal, tortious, or negligent actions or omissions of third parties that affect this site.

9. Data Protection

9.1  The Client consents to SO holding and processing all necessary personal data relating to the Services.

9.2  SO shall comply with the relevant obligations under the Data Protection Regulation, and other applicable laws and associated codes of practice when processing this data.

10. Confidentiality

10.1  Any information exchanged between the Parties shall be kept strictly confidential by each Party (“Confidential Information”). The Parties shall neither use in any form nor disclose to any third party any Confidential Information unless explicitly authorized.

10.2  The Parties shall ensure that their employees, directors and any other representatives, as well as the advisors of each Party to whom any such Confidential Information is entrusted, comply with these restrictions.

10.3  Without limiting the generality of the foregoing, the term Confidential Information shall include in particular:

     10.3.1 any information regarding this Agreement, the commercial terms, and conditions thereof, and

     10.3.2 any trade secrets, financial or confidential information of SO or the Customer.

10.4  The term Confidential Information shall not include any information: (1) which as of the time of its disclosure by a Party was already lawfully in the possession of the receiving Party as evidenced by written records, or (2) which at the time of the disclosure was in the public domain, or (3) the disclosure of which was previously explicitly authorized by the respective Party.

10.5  The non-disclosure obligation shall not apply to any disclosure of Confidential Information required by law or regulations. In the event a disclosure of Confidential Information is required by law or regulations (including, without limitation, for tax, audit or regulatory purposes), the disclosing Party shall use all reasonable efforts to arrange for the confidential treatment of the Content and information so disclosed.

11. Arbitration

11.1  Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the court system of Finland, held in English or the language of the courts.

11.2 The arbitral tribunal shall be composed of three arbitrators.

11.3 The seat of arbitration shall be Helsinki, Finland.

11.4 The language to be used in the arbitral proceedings shall be English or the language of the courts.

11.5 This Agreement shall be governed by the substantive law of Finland.

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Appendix A | Technical Requirements | Effective as of 1 January 2019

Minimum Requirements:

Below are the minimum requirements for work on SustainOnline platform. For best performance, we recommend using:

Google Chrome V. 71 or newer
Explorer V 11 or newer

SustainOnline is optimized for desktop and laptop environments. A reliable and fast internet bandwidth is necessary for the best user experience. Additionally, it is recommended that headphones or speakers be available as some of our courses include video and sound.

Troubleshooting browser problems:

Many problems with missing form fields, buttons which do not function, or other page display issues are most likely caused by your browser and its settings.

To correct these problems:

Make sure your browser is the most current version.
Check your browser settings to make sure both JavaScript and cookies are enabled.
Clear your browser’s cache. 

If none of these options work, try opening the browser in private mode, then log in. If problems still persist, contact your internal IT department or your SustainOnline SuperAdmin for second-level support.

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Appendix B | Service Level Agreement | Effective as of 30 September 2019

Minimum Requirements:

We guarantee 99% availability to SustainOnline services. No SLA is provided for demonstration, consultation purposes, or gifted/donated versions. This Service Level Agreement for SustainOnline OY (SLA) applies to the SustainOnline platform listed herein. This does not apply to separate platforms and sources not directly built into the platform. If achievement and maintenance of the Service Levels for each service described in this SLA are not achieved, then you may be eligible for credit towards extension of your subscription. This SLA will be applied during this purchase period only, future purchases and extensions may be applied to the most current SLA available. Should there be adverse material changes to this SLA, you will be notified at least 60 days’ notice.

1. Definitions.

The following definitions apply to this Addendum.

“Downtime” means the time in which any service listed above is not capable of being accessed or used by the Customer, as monitored by Service Provider. “Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.

“Exclusion from Downtime” – The following are not counted as Downtime for the purpose of calculating Monthly Uptime Percentage:
     • Service unavailability caused by scheduled maintenance of the platform used to provide the applicable service (Service Provider will endeavor to provide three days’ advance notice of service-affecting scheduled maintenance); or
     • Service unavailability caused by events outside of the direct control of Service Provider or its subcontractor(s), including any force majeure event, the failure or unavailability of Customer’s systems, the Internet, and the failure of any other technology or equipment used to connect to or access the service.

2. Service Credits Credits are issued as a financial reimbursement if Service Provider does not meet the Service Provider SLA for a particular month of the ordered term. Upon approval of a claim we will provide the applicable remedy set forth below:

Monthly Uptime Percentage Service Credit: Calculation: (Number of hours per month – number of hours downtime) / Number hours per month * 100

Less than 99% but >= 95%: 1 free week total subscription extension
Less than 95% but >= 90%: 2 free weeks total subscription extension
Less than 90%: 1 free month total subscription extension

3. Claim Procedure

To receive a service credit for a particular calendar month, customer must submit a claim by email to support@sustainonline.com within 30 days of which the Service did not meet the SLA conditions, and include the following information:

Customer name and account number;
     • the name of the service to which the claim relates; the name, email address, and telephone number of the Customer’s purchasing agent as signed in this agreement; and
     • information supporting each claim of Downtime, including date, time, and a description of the incident and affected service, all of which must fall • within 30 days for which you are submitting a claim. The said claim can be submitted to support@sustainonline.com .

Date: {{order_date}}

On behalf of
SustainOnline AG
Martin Malmros
CEO 

 

On behalf of

{{billing_first_name}} {{billing_last_name}}
{{billing_company}}
{{billing_address_1}}
{{billing_city}}, {{billing_country}}
{{billing_email}}
{{billing_phone}}

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Signature Certificate
Document name: Purchase Agreement 1.2
Unique Document ID: 1150d01564bb8eb40dd6251f4174fbe6a0f12989
Timestamp Audit
2019-01-28 13:50 CETPurchase Agreement 1.2 Uploaded by Peder Engdahl - peder@sustainonline.com IP 73.94.205.216
2019-01-31 19:36 CETHello SustainOnline - hello@sustainonline.com added by Peder Engdahl - contracts@sustainonline.fi as a CC'd Recipient Ip: 82.209.180.74
2019-06-10 21:52 CETHello SustainOnline - hello@sustainonline.com added by Peder Engdahl - peder@sustainonline.com as a CC'd Recipient Ip: 66.41.81.220
2019-06-10 21:54 CETHello SustainOnline - hello@sustainonline.com added by Peder Engdahl - peder@sustainonline.com as a CC'd Recipient Ip: 66.41.81.220