GENERAL TERMS & CONDITIONS
These terms and conditions apply to all products and services provided to customers by Exemi Ltd (Exemi or We). These terms & conditions apply to purchase orders made upon on or after 30 January 2018.
By purchasing our goods or services, you accept these terms & conditions and form a contract between Exemi.
In case of any discrepancies between these general terms & conditions and a distinct agreement entered into with you, the latter shall prevail.
- PRODUCT AND SERVICE INFROMATION
Goods and services provided by Exemi are listed on www.tuulakaunisto.com. All relevant information relating to goods and services (prices, technical specifications etc.) is displayed on the afore-mentioned website.
- SERVICE. CONTENT
We provide educational content on our website for you to watch on a pay per view basis. When you purchase access to our content We grant you limited, non-exclusive, non-transferable license to watch content on our service.
The license granted to you is designated only for your personal and non-commercial use. You shall not receive any rights, title or benefits other than the afore-mentioned limited license. You are not allowed to use our service for public displays or other similar purposes.
You hereby agree to use our service according to all applicable laws, regulations, rules, orders and under these general terms & conditions and other limitations relating to the service and provided content. You shall not archive, copy, share, edit, display, publish, license, use for creating derivative work, sell or use our content for other purposes than those set out in these general terms & conditions.
You shall not attempt to work your way around, evade, remove or obstruct our service’s protection.
You hereby agree not to obstruct or impede our service in any way.
You hereby acknowledge that the quality of our content may vary. Factors that may cause variation in the quality are e.g. your location, device, bandwidth and/or internet connection.
User who has created an account to our service uses and administers the account. To maintain control of the account user undertakes to create a password and not to disclose it or other account information to anyone.
You are responsible for updating your personal information that you provide for us relating to your account.
We have right to remove or freeze your account in order to protect you, Exemi or our business partner from identity theft or similar fraudulent activities.
We aim to deliver within the time indicated by us at the time of your order. We always aim to deliver within 2 – 4 working days from the date of any order which we accept, but We CANNOT GUARANTEE ANY FIRM DELIVERY DATES.
You agree to inspect the product for any obvious faults, defects or damage before you sign for delivery. You need to keep the receipt of the delivered product in case of future discussions with us about it.
All risk in the product shall pass to you upon delivery, except that, where delivery is delayed due to a breach of your obligations under a contract, risk shall pass at the date when delivery would have occurred but for your breach. From the time when risk passes to you, We will not be liable for loss or destruction of the product.
If delivery or collection is delayed through your unreasonable refusal to accept delivery or if you do not (within two weeks of our first attempt to deliver the product to you) accept delivery or collect the product from the carrier, then we may (without affecting any other right or remedy available to us) do either or both of the following:
- charge you for our reasonable storage fee and other costs reasonably incurred by us; or
- no longer make the product available for delivery or collection and notify you that we are immediately cancelling the applicable contract, in which case we will refund to you or your credit or debit card company as applicable any money already paid to us under the applicable contract, less our reasonable administration charges (including for attempting to deliver and then returning the product, and any storage fees).
It is your responsibility to ensure that the products are sufficient and suitable for your purposes and meet your individual requirements. We do not warrant that the products will meet your individual requirements. You acknowledge that the products are standard and not made bespoke to fit any particular requirements that you may have.
We offer payment by credit or debit card (VISA, Master Card). However, We reserve the right to offer less than our full range of payment options.
Invoice as payment method may be offered for business clients.
- RETURN POLICY. WITHDRAWAL
You may withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the last good.
To exercise the right of withdrawal, you must inform Exemi of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or e-mail).
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
If you withdraw from this contract, We shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which We are informed about your decision to withdraw from this contract.
We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. We may withhold reimbursement until We have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.
You shall send back the products or hand them over to us, without undue delay and in any event not later than 14 days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of 14 days has expired. We will bear the cost of returning the goods if you use the provided return documents.
You are only liable for any diminished value of the products resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.
FOR THE SAKE OF CLARITY THIS CLAUSE 6 DOES NOT APPLY IN BUSINESS-TO-BUSINESS TRANSACTIONS OR PURCHASES RELATING TO THE LICENSES MENTIONED IN CLAUSE 2.
- CANCELING ORDER
We may cancel a contract if the product is not available for any reason. Should this be the case, We will notify you and return any payment that you have made.
- RETENTION OF TITLE
The product(s) shall remain property of Exemi until it is paid for in full, to the extent that such retention of title is valid.
Exemi shall, in accordance with the provisions set herein, by replacement or repair, remedy any defect in the product resulting from faulty design, materials or workmanship.
Exemi’s liability does not cover defects caused by circumstances, which arise after the risk has passed to you. The liability does not, for example, cover defects due to conditions improper use of the Product. Nor does it cover defects due to faulty maintenance or incorrect installation on the part of you, alterations undertaken without Exemi’s written consent or faulty repairs by you. Finally, the liability does not cover normal wear and tear or deterioration.
Exemi’s liability is limited to defects which appear within a period of fourteen (14) days from the date of delivery. If the defect is substantial, you may terminate the purchase order by written notice to Exemi.
IN NO EVENT SHALL EXEMI BE LIABLE FOR ANY INDIRECT DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PRODUCTION, LOSS OF PROFIT, LOSS OF GOODWILL OR OTHER CONSEQUENTIAL ECONOMIC LOSS.
- INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights related to the services and products delivered by Exemi including, without limitation, any and all software and/or documentation or data included in, with or comprising products or services (“IPR”), and all ownership rights in and to the IPR shall remain solely and exclusively with Exemi or with the relevant product manufacturer in case of third party products.
You hereby agree to indemnify and keep Exemi indemnified for any injury, loss, damages, costs, fees, judgment, settlement, or other expenses caused by, related to, or arising from your use of the product(s), including without limitation damages to real or personal property, personal injuries, fluid spills or leaks, down time, or other claims however arising in connection with the operation of the product(s), unless such injury, loss, damages, costs, fees, judgment, settlement, or other expenses is caused by the gross negligence of Exemi in connection with these general terms & conditions.
- FORCE MAJEURE
Exemi shall not be responsible for any consequences, including damages of the non-performance, caused by any circumstances beyond its reasonable control, including but not limited to war (whether declared of not), act of terrorism (whether actual or threatened), acts of government, export or import restrictions, fire, explosions, floods, accidents, strikes or other labor disputes of every kind and however caused, sabotage, civil commotion, riots, embargoes, restrictions in the use of power, severe weather conditions, epidemics delays of deliveries by suppliers or subcontractors and breakage or loss during transportation or storage.
The Parties shall not disclose or reveal any confidential information of the other party without prior written consent of such party to any third party for any other purpose than for the proper fulfillment of the duties of the Parties towards the other Party. You acknowledge that all technical, commercial and financial data disclosed to you by Exemi is confidential information of Exemi.
- GOVERNING LAW
These general terms & conditions are governed by, and shall be construed in accordance with, the Finnish law without regard to its principles and rules on conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. HOWEVER, THESE TERMS & CONDITIONS DO NOT RESTRICT ANY APPLICABLE CONSUMER PROTECTION LEGISLATION.
In case any provision or any part of a provision of these terms & conditions is held invalid or unenforceable, the validity of the remaining provisions of these terms & conditions shall not be affected thereby and each remaining provision or part thereof will be valid and enforceable to the full extent permitted by law.
- ENTIRE AGREEMENT
These terms & conditions, state the entire agreement between Exemi and you relating to the subject matter hereof and supersede all prior communications, whether written or oral, between the parties.
- DISPUTE RESOLUTION
All disputes arising in connection with these terms & conditions shall be finally settled under the Rules of Arbitration of the Finnish Chamber of Commerce by one arbitrator appointed in accordance with the said rules. Such arbitration shall be held in Helsinki, Finland in the English language.
Any collection by Exemi of overdue payments related to deliveries made under these terms & conditions may, at Exemi’s sole election, be resolved by a court of competent jurisdiction.
We reserve all rights to modify and alter these terms & conditions in our own discretion. However, We will inform you in advance should We make changes to these terms & conditions.
3 FEBRUARY 2018