Latest update [01.03.2023]
This Cadmatic eCommerce platform (hereinafter “Service”) is provided by Cadmatic Oy (business ID: 0614265-9 / address: Linnankatu 52 A, 20100 Turku, Finland) and Cadmatic EAC Oy (business ID: 14456076 / address: Heikinkatu 7, 48100 Kotka, Finland), which both are limited liability companies established under Finnish law (hereinafter together “we” or “Company”).
Via this Service, the customer of the Company (hereinafter “Customer”) may purchase a subscription that grants the Customer a right to use Cadmatic software (hereinafter ”Software”) for the duration of the agreed period of time (hereinafter “Subscription”). All payments and fees related to the Service are visible to the Customer in the Service before any purchase of a Subscription.
The Company may use third parties to act on the Company’s behalf on the sale, maintenance, or other matters related to the Service as specified in the Agreement (hereinafter “Authorized Reseller”).
The Company and the Customer may also be referred to collectively as “Parties” and individually as “Party”.
1.2. The Company reserves the right to unilaterally change the Agreement. The Company shall notify the Customer through email or the Service of such changes. The changes take effect 14 days after the notification. By using the Service after the changes, the Customer accepts the changes as legally binding.
1.3. The right to use the Service is contingent upon the following: (i) the Customer is legally competent to use the Service, and (ii) the Customer is not prohibited from using the Service under any applicable law.
1.4. Where the Customer is a legal entity, the representative of the Customer uses the Service on behalf of the Customer (hereinafter “User”) by creating an account to the Service (hereinafter “Account”) and when purchasing the Subscription via the Account. The Customer shall be solely liable for the actions of its Users. Where the Customer is a consumer, the Customer is the sole Account user and shall be solely liable for the Customer’s actions in the Account and in the Service.
About the Software:
2.1. The Software is purposed to facilitate bespoke 3D-based design, engineering and information management needs of the Customer that acquires a Subscription from the Company in order to use the Software. The Software in this Agreement means any and all of the Company’s software products’ official versions to which the Customer has acquired the right to use.
2.2. The Company offers several different Software which are visible in the Service. To the extent applicable, if there are separate licensing terms for a particular Software, such terms shall be approved by the Customer in connection with purchasing the Subscription and in any case before the particular Software is installed. Furthermore, to the extent there exists separate licensing terms applicable to a particular Software, such terms shall prevail over the terms specified in this Agreement.
2.3. The right of ownership to the Service, the Software, and any and all related documentation shall remain with the Company in any and all events. The right of ownership shall not be affected by further Software developments carried out by the Company, an Authorized Reseller, a third party or the Customer.
2.4. The Company is entitled to make any and all improvements to the Software in its sole discretion and without notifying the Customer of such improvements in advance, provided that the Software continues to meet the requirements as per this Agreement.
Ancillary functions of the Software:
2.5. The Company undertakes to provide Software related training services to the Customer provided that the Customer pays the Company for the services in accordance with the applicable pricing of the Company valid from time to time. The Parties shall agree upon the provision of training services separately in writing.
The Customer’s right of use of the Software:
2.6. The Customer has right to use the Software only in the Customer’s own design activities and only according to this Agreement. Educational institutes have the right to use the Software for their training purposes.
2.7. The Customer agrees to use the name “CADMATIC” in their written references to the Software only as approved and instructed by the Company.
2.8. The Customer is responsible for ensuring that all Customer employees and Users comply with the terms of this Agreement.
2.9. The Customer must at all times ensure that a valid contact person is known by the Company regarding the Company’s communications with the Customer.
2.10. The Customer’s right to use the Software is personal, and it shall only be used in the or for the benefit of the Customer’s own operations. The Customer in not entitled to transfer or otherwise resell, rent, hand over, lease or lend the Customer’s right to use the Software to a third party or use the Software for the purposes of offering similar services as the Company. The Customer’s right to use the Software may not be transferred to another Customer group company, unless otherwise agreed between the Parties concerning the Customer’s broader right to use the Software (a group agreement).
3.1. The right to use the Software is provided by the Company to the Customer by the sale of Subscription involving the Software.
3.2. The period of each Subscription is defined separately for each Subscription in the Service. The Subscription period starts on the order day of the Subscription and ends at on the last day of the month in which the Subscription expires. When the Subscription ends, the right to use the Software also ends.
3.3. If the Subscription period renews automatically:
- The Company shall inform the Customer, at the latest, two (2) weeks before the end of the Subscription by email to the contact person of the Customer that the Subscription will be automatically renewed.
- The Customer has the opportunity to cancel the renewal of the Subscription in the Service up to two (2) weeks before the end of the Subscription through the Customer’s Account.
- Subscription shall be automatically renewed and invoiced for the new Subscription period at the then applicable price and conditions. The Customer shall be informed at the latest two (2) weeks before the end of the ongoing Subscription about the applicable price and conditions.
3.4. The Customer cannot cancel a Subscription during an on-going Subscription. If the Customer cancels their Subscription during an on-going Subscription, they are not eligible for a refund for the remaining Subscription period, the Subscription is cancelled and the Customer’s right to use the Software ends along with the Subscription.
3.5. The Customer with a trial subscription has the right to only test the Software for a short and predetermined period of time (hereinafter “Trial Subscription”). Once the predetermined period of time has lapsed, the Trial Subscription is automatically terminated with immediate effect.
4. DELIVERY OF THE SOFTWARE
4.1. The Company and/or the Authorized Reseller shall deliver the Software to the Customer by sending a download link to the Software and the associated activation key to the Customer via separate emails.
4.2. The Software is considered to have been made available and accepted together with the relevant Subscription by the Customer immediately when the Customer has been granted an access to the Software by the Company, if not otherwise informed in writing by the Customer to the Company within two (2) weeks after the Customer has been granted an access to the Software by the Company.
5. PRICING AND INVOICING
5.1. The pricing for each Subscription is detailed in the Service.
5.2. The Customer will be invoiced during the purchase of the Subscription or the at the start of each renewing Subscription.
5.3. The Company may charge interest on overdue payments. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate in accordance with the Finnish Interest Rates Act.
6. MAINTENANCE OF THE SOFTWARE
General information about the maintenance of the Software:
6.1. The Company undertakes, according to this Agreement, to maintain the Software to which the Customer has acquired the right of use. If there are separate licensing terms applicable to a particular Software, such terms shall prevail over the terms specified in this Agreement.
Updating the Software:
6.2. The Company shall make available to the Customer a new Software release whenever necessary as per the sole discretion of the Company. The updating of related documents and user manuals shall take place simultaneously with the Software update.
6.3. The Company shall continuously adapt the Software to new system environments developed by hardware manufacturers, to a reasonable extent.
6.4. The Company shall ensure that Software support is available for as long as the specific Software is made available to Customers.
6.5. The Company undertakes to continuously update the Software based on Customer feedback.
6.6. The Company undertakes to provide additional assistance to the Customer in regard to the Service, the Software, the Subscription or any other similar matter, provided that the Customer pays the Company for the services in accordance with the applicable pricing of the Company valid from time to time. The Parties shall agree upon the provision of assistance services separately in writing.
7. RIGHTS AND RESPONSIBILITIES OF THE CUSTOMER
7.1. The Customer has an obligation to deliver to the Company the information needed for the granting of the right of use to the Software in connection to the Subscription.
7.2. The Customer agrees not to, and shall not permit any third party to: (i) redistribute, sell, lease, lend or rent the Service, the Subscription or the Software; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Service or the Software; (iii) copy (except for back-up purposes), modify, adapt, alter, improve or create derivative works of the Service, the Software or any part thereof; (iv) use the Company’s name, logo or trademarks in any other context except for using the Service and/or Software without our prior written consent; (v) use the Service or the Software to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible or inappropriate purpose, or in any manner that breaches this Agreement; and/or (vi) engage in any activity that interferes with or disrupts the Service.
7.3. The Customer is solely responsible for the actions or inactions that the User or the Customer’s staff member undertakes while using the Service and the Software. The Customer guarantees that when its Users use the Service, the Users shall comply with the Customer’s obligations under the Agreement.
7.4. In connection to the use of the Service and the Software, the Customer is solely responsible for the electronic devices, communication devices and other such devices and matters such as hardware condition, internet connection, antivirus, backup, and other similar matters.
7.5. The Customer agrees to use the Service and the Software only for the purposes permitted by the Agreement and any applicable laws, regulations and generally accepted policies and guidelines in the relevant jurisdiction.
7.6. The Customer agrees not to take up any actions that disturb or in any other way hinder the Service or the Company’s servers or networks.
7.7. The Service may contain links to third party websites. When the Customer visits third party websites, the Customer does so on its own responsibility and risk.
7.8. If the Customer does not comply with this Agreement, the Company may terminate the Agreement with immediate legal effect, revoke the Subscription of the Customer and implement any other similar procedure.
7.9. Any information supplied by the Company or obtained by the Customer in accordance with this Agreement, may only be used by the Customer for the purpose described in this Agreement and may not be disclosed to any third party or used to create any software which is substantially similar to the Software.
8. RIGHTS AND RESPONSIBILITIES OF THE COMPANY
8.1. The Company is not responsible for the availability, redemption, marketing or any related obligations of the Service or liabilities, errors, reliability, damages, or any other matters related to the Service. The Company is also not responsible for the use, obstruction, or content of the Service, nor for the actions of the Customer in the Service.
8.2. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR ACCIDENTS, DAMAGES, LOSSES OR CRIMES RELATED TO THE SERVICE, THE SOFTWARE OR THE WORKS DERIVED FROM THE USE OF THE SOFTWARE. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT DAMAGES IN ANY MANNER IN CONNECTION WITH THE SERVICE OR THE SOFTWARE OR THE USE, INFORMATION, AND NOTICES AVAILABLE THROUGH THE SERVICE OR THE SOFTWARE. THE COMPANY IS ALSO NOT LIABLE FOR ANY DAMAGES OR OTHER DISADVANTAGES THAT MAY BE CAUSED TO THE CUSTOMER OR THIRD PARTIES BY INCORRECT OR INSUFFICIENT INFORMATION.
8.3. The Company is not responsible for any losses arising from the use of the Service or the Software. The Customer agrees to be solely responsible for any failure to comply with its obligations under this Agreement and for their consequences.
8.4. The Company does not express or imply warranties or representations about the operation of features of the Service or the Software, and the Company does not promise that the Service or the Software will function without interruptions or errors. The Company is not responsible for any damages to the Customer or third parties caused by the use, malfunctions, technical defects or malicious software of the Service or the Software or third-party links or any other such causes.
8.5. The Company has a right to disable the Service or the Software or a part of it due to maintenance, installation, modification, public order and safety, system overload or other similar cause.
8.6. The Company may terminate (permanently or temporarily) or cease the provision of the Service (or any part of it) or the Software (or any part of it), either to the Customer or the Customers in general, entirely at the Companies own discretion and without prior notice. Cause for such termination can be (including, but not limited to) the cessation of the development of the Software (or any part of it) due to it being financially unsustainable to the Company.
8.7. The Service may also enable the Customer to view, access, communicate and interact with third party sources, meaning e.g., third party websites and services. The Company does not assume any responsibility for the content, actions, or practices of, any such sources. The Customer’s interaction with such a source and the Customer’s use of, and reliance upon, any content provided by such sources is at the Customer’s sole discretion and risk.
8.8. The Company is not responsible for the content of the Service or its correctness, except for the content generated by the Company. Thus, the Company is not responsible for e.g., information the Customer or the Users disclose through the Service.
8.9. The Company has the right to remove material (i) that has been denied or reported by the Company in the Service, or (ii) which, according to the Company is unlawful, contrary to good practice or this Agreement, inappropriate or erroneous, or (iii) harmful to the Company, the Customers or third parties. The Company also has the right to remove material from the Service if the material contains any legally questionable or offensive information or content that is inappropriate for the Company.
8.10. The Company has the right to use the co-operation between the Customer and the Company in its own marketing and as a reference, in accordance with good practice.
9. DATA PROTECTION
10.1. The Customer agrees to defend, indemnify and hold harmless the Company and its affiliates, and its respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) Customer’s use of, or inability to use, the Service and/or the Software; (ii) Customer’s violation of this Agreement; and (iii) the Customer’s violation of any third party right, including without limitation any intellectual property rights or data protection right.
11. INTELLECTUAL PROPERTY RIGHTS
11.1. The Company owns and retains all proprietary rights in the Service and the Software and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Service and the Software contains the copyrighted material, trademarks, and other proprietary information of the Company and its licensors. The Customer agrees to not, in any possible situation, copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Service and the Software. The Customer agrees to not remove, obscure, or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.
11.2. If the Customer provides any communications or materials to the Company by email, telephone, or otherwise, suggesting or recommending changes to the Service and the Software, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, the Company is free to use such feedback irrespective of any other obligation or limitation between the Parties governing such feedback. The Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in feedback, for any purpose whatsoever, although the Company is not required to use any of such feedback.
12. LIMITATION OF LIABILITY
12.1. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO THE CUSTOMER OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, COVER, EXEMPLARY, INCIDENTAL, SPECIAL, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF GOODWILL, DAMAGES FOR LOSS, CORRUPTION OR BREACHES OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2. Notwithstanding anything to the contrary contained herein, the Company’s aggregate liability to the Customer for any cause whatsoever, and regardless of the form of the action, shall at all times be limited to the amount paid, if any, by the Customer to the Company for the Service and the Software within the three (3) months preceding the date of bringing a claim.
12.3. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this Section may not apply to the Customer.
12.4. Unless otherwise expressly stated by the Company, the Service and/or the Software, material related to the Service and/or the Software, and any content, services, or features made available in conjunction with or through the Service and/or the Software are provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, the Company and its affiliates disclaim all warranties, statutory, express, or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.
12.5. Unless otherwise expressly stated by the Company, the Company and its affiliates do not warrant that the Service and/or the Software and any content, or features made available in conjunction with or through the Service and/or the Software will be uninterrupted or error-free, that defects will be corrected, or that the Service and/or the Software and any content, data related to the Customer or the Users, services, or features made available in conjunction with or through the Service and/or the Software or the server that makes them available are free of viruses or other harmful components.
12.6. Unless otherwise expressly stated by the Company, the Company and its affiliates do not warrant or make any representations regarding the use or the results of the use of the Service and/or the Software, the Company platform, other Company services, any Company material or any linked sites, in terms of correctness, accuracy, reliability, or otherwise.
13. GOVERNING LAW AND DISPUTES
13.1. This Agreement and the legal relationship between the Customer and the Company shall be governed by and construed and interpreted in accordance with the laws of Finland without regard to its principles and rules on conflict of laws.
13.2. Any dispute, arising out of or relating to the Agreement, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English. However, evidence may be submitted and witnesses may be heard in Finnish and Swedish, to the extent the arbitral tribunal deems it appropriate.
14. TERM AND TERMINATION
14.1. This Agreement enters into force once the Customer accepts this Agreement via the Service. This Agreement is valid for indefinitely.
14.2. The Customer may terminate this Agreement with immediate effect through the Service. By terminating this Agreement, the Customer is not however exempt from the obligations the Customer has undertaken under this Agreement prior to the termination.
14.3. The Company may terminate this Agreement with immediate effect (in part of in full) if:
14.4. When the Company has a right to terminate this Agreement, the Company is also entitled to terminate all other agreements with the Customer concerning any products and services purchased by the Customer from the Company at the same time. As a consequence of the termination, the Customer’s right to use the Software is immediately discontinued.
14.5. When the Agreement is terminated by the Company, the Company shall notify the Customer in writing of the termination of the Agreement.
14.6. When the Agreement is terminated, the Customer:
14.7. If the Customer does not comply with the provisions set forth in this Agreement, the Company shall have the right, in its sole discretion, to terminate the Agreement between the Parties, with immediate effect by email or through the Service, and thereby deny such Customer’s access to the Service.
14.8. Upon the termination of this Agreement, the Company shall revoke the Subscription granted to the Customer.
15.1. Each Party shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential and may not use such material or information for any other purposes than those set forth in the Agreement. The confidentiality obligation shall, however, not be applied to any material or information: (i) which is generally available or otherwise public, (ii) which the Party has received from a third party without any obligation of confidentiality, (iii) which was in the possession of the Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto, (iv) which the Party has developed independently without using material or information received from the other Party or (v) which the Party shall disclose pursuant to a law, decree or other order issued by the authorities or judicial order.
15.2. The Company shall not be responsible for delays or damages caused by events beyond the Company’s control and which the Company cannot be reasonably expected to take into account at the time of signing the Agreement, and the consequences of which the Company could not have reasonably foreseen, avoided or overcome (force majeure). Force majeure events include unless otherwise demonstrated, events such as war or rebellion, epidemics and pandemics, earthquake, flood or comparable natural disaster, public transport, data traffic or power distribution interruptions, import or export bans, strikes, lockouts, boycotts or similar labour struggle actions. Strikes, lockouts, boycotts or comparable labour struggle events, unless otherwise demonstrated, are considered force majeure events even in the case that the Customer is the target of or party to such actions. Force majeure events affecting the Company’s subcontractors are also considered the Company’s force majeure events, if the contracted transaction cannot be made or acquired elsewhere without unreasonable costs or substantial delays. The Company must notify the Customer of force majeure events and their ending without delay.
15.3. The Customer does not have the permission to surrender, transfer or sublicense this Agreement unless the Customer obtains prior written consent from the Company. The Company has a unilateral right to assign, transfer or delegate any or all of its rights and obligations under the Agreement.
15.4. The Customer agrees that if the Company does not exercise or enforce any legal rights under the Agreement (e.g., the right to compensation), it does not imply that the Company formally waives its rights, nevertheless the Company still has the right to exercise its rights.
15.5. The Customer agrees that any cause of action that the Customer may have arisen out of or related to this Agreement must commence within one (1) year after the cause of action accrues, otherwise such cause of action is permanently barred.
15.6. If, by a court decision, any provision of this Agreement is declared invalid or void, then only that invalid or void provision shall be removed from the Agreement, in which case the Agreement shall continue to be valid.
15.7. When the Customer purchases the Subscription from an Authorized Reseller, the Customer understands and agrees to that they may have to agree to the relevant Authorized Reseller’s terms and conditions in order to complete the purchase.
15.8. When the Customer is a consumer, the Customer agrees upon purchasing the Subscription that the Company provides the Customer immediate access to digital content as soon as the Customer completes their purchase, without waiting the 14-day withdrawal period. Therefore, the Customer expressly waives their right to withdraw from the purchase of the Subscription.
15.9. Sections 5 and 7-13 shall prevail and stay in force even after the termination of the Agreement.