Gasum Service Platform Terms and Conditions

1    SCOPE OF APPLICATION

1.1    Gasum Oy ("Gasum”) or its Affiliate and the customer of the Master Agreement (the “Customer”) have on the date specified in the Master Agreement also entered into these Gasum Service Platform General Terms and Conditions (the “Service Terms”) concerning the provision of Services by Gasum based on its service platforms.

1.2    These Service Terms cover the provision of the Services to the Customer and/or its Affiliates. The Customer shall be liable for any of its Affiliates with access to the Services and the term “Customer” shall also refer to such Affiliates. A Customer Affiliate’s right to use the Service and all obligations of Gasum towards such Affiliate shall cease as soon as it no longer is an Affiliate of a Customer. These Service Terms shall prevail over the Master Agreement in relation to the Services.

2    DEFINITIONS

The following definitions shall apply in these Service Terms:
2.1    “Affiliate” means any company, as long as at least fifty per cent (50%) of the outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) of which are now or later directly or indirectly owned by a Party.

2.2    “Authorised Users” means the employees and representatives of the Customer who are authorised to use the Services and the Documentation, as further described in these Service Terms.

2.3    “Customer Data” means the customer-specific data stored or otherwise provided by the Customer or Authorised Users. Customer Data shall not include usernames, other names and addresses allocated in the Service for the Customer or any parameters entered in the Service by Gasum, which are personal data as per section 12.

2.4    “Data Source” shall mean a third-party data content supplier (including input data) whose information or Information is accessed and used in the Service, such as (without limitation) Nasdaq OMX price quotes. The data from a Data Source is the property of the Data Source in question and may be subject to additional terms and conditions.

2.5    “Documentation” means the documentation made available to the Customer by Gasum from time to time, setting out a description of the Services and the user instructions for the Services.

2.6    “Intellectual Property Rights” means any registered or unregistered rights in inventions, including patent applications, patents and utility models, design rights, copyrights, trademarks, trade names and service names, domain names, knowhow and other trade secret rights and all other intellectual property rights, derivatives thereof and forms of protection of a similar nature anywhere in the world.

2.7    “Master Agreement” means the agreement between Gasum or its Affiliate and the Customer for provision of services or sale of goods and products, which includes access to the Services.

2.8    “Party” means Gasum and the Customer.

2.9    “Service(s)” has the meaning specified in Section 3.

2.10    “Service Centre(s)” means the service centres operated and owned by Gasum or under the responsibility of and by a subcontractor of Gasum, in which the Services are produced and offered to the Customer.

2.11    “Sourced Data” means any market data and other data made available to the Customer in the Service by either Gasum, its Affiliate or a Data Source. Sourced Data may relate to, for example: a) securities or other financial instruments, markets, products, vehicles, indicators or devices; b) activities of a Data Source or Gasum or its Affiliate c) other information and data from a Data Source or Gasum. Sourced Data also includes any element of Sourced Data as used or processed in such a way that the Sourced Data can be identified, re-calculated or re-engineered from the processed Sourced Data or that the processed information can be used as a substitute for Sourced Data.

3    SERVICES

3.1    Gasum provides to the Customer the services described below (the “Services”).

a)    Feria.io is a customer portal for Gasum’s electricity market portfolio, emission trades and guarantee of origin customers. The portal provides an overview of total electricity procurement costs for past month and an estimate cost for predictable future, including physical market, financial price hedging settlement and third-party fees.

4    GENERAL OBLIGATIONS OF PARTIES

4.1    Gasum agrees to perform the Services in accordance with these Service Terms and the Service descriptions.

4.2    Gasum endeavours to comply with the agreed delivery dates. If no delivery dates have been agreed, Gasum shall commence the provision of the Services within a reasonable time from the date of the Master Agreement. If the delivery is based on the Customer Data, any specified delivery timetable shall be calculated from the date on which Gasum notifies to the Customer that it has received such Customer Data. All delivery dates specified in these Service Terms or in the Master Agreement regarding the Services are estimates only, and the Customer shall not be entitled to any compensation or damages due to a delay of the delivery.

4.3    The Services shall be delivered from the Service Centre(s) specified by Gasum. Gasum shall be responsible for such Service Centre(s) and shall have the right to select and change the Service Centre(s) used to produce the Services.

4.4    Gasum has the right to suspend the Service if the Customer breaches these Service Terms or the Master Agreement. Breach of these Service Terms shall also constitute a breach of the Master Agreement.

4.5    The Customer shall be responsible for:

• complying with all applicable laws and regulations with respect to its activities under these Service Terms;
• ensuring that the Authorised Users use the Services and the Documentation in accordance with these Service Terms and that, if any information or Sourced Data is made erroneously available through the Service, such information is not used by the Customer or the Authorised Users;
• its and any Authorised User’s breach of these Service Terms or the terms of any Data Source;
• ensuring that its network, systems and licenses necessary for the use comply with the relevant specifications provided by Gasum from time to time;
• being solely responsible for procuring and maintaining its IT systems and network connections and their compatibility with the Services; and
• backing up and storing the Customer Data unless otherwise expressly agreed.

5    IDENTIFICATION INFORMATION 

5.1    Gasum shall assign user identifiers, numbers, addresses and other such identification to be used by the Customer (hereinafter “Identification Information”) in the use of the Services. Gasum is entitled to change the Identification Information, if required for regulatory or technical reasons. 

5.2    The Customer is responsible for making sure that Identification Information is used only by its named Authorised Users and is kept confidential. The Customer is responsible for any use or possible misuse of Identification Information given to it. If a third party has illegally obtained possession of Identification Information of the Customer, the Customer shall inform Gasum’s support services immediately thereof. Gasum is entitled to close the account with immediate effect after having received information of suspected misuse.

6    CUSTOMER DATA

6.1    The Customer shall provide all information and the material agreed to be provided by the Customer (if any) in the agreed form, or in another form specified by Gasum in writing.

6.2    Furthermore, the Customer has full responsibility of the Customer Data transmitted through the Service, including but not limited to non-interference with the technical operation of the Services (such as malicious code, viruses, computer intrusions, infringements, and illegal tampering of data), non-infringement of third-party copyrights and compliance with the applicable laws or regulations issued by authorities.

6.3    Gasum is entitled to use the Customer Data for the purpose of analysing and improving the Services.

7    SOURCED DATA

7.1    When using any Sourced Data in the Service, the Customer undertakes to comply with any terms of use of a Data Source relating to that Sourced Data, as in force from time to time, and agrees not to use the Sourced Data in its trading, publish, or otherwise exploit the Sourced Data made available through the Service except as expressly authorised herein.

7.2    If the Customer is in breach of the terms of use of a Data Source, Gasum shall have the right to immediately deny the Customer’s access to any Sourced Data provided by such Data Source without incurring any liability to Gasum or its Affiliates under these Service Terms or the relevant Master Agreement.

8    SERVICE USE RIGHTS 

8.1    Unless otherwise agreed in writing, the terms specified in sections 8.2–8.4 shall apply. If the delivery contains a third party’s standard software or other material, such software or material shall be subject to the applicable licence terms and conditions as may be further specified in the Documentation or otherwise in writing in connection with the Service.

8.2    All Intellectual Property Rights as well as title in and to the Services, Documentation and other materials delivered to the Customer or generated during the performance of the Services, and all modifications, alterations, enhancements, and changes thereof, shall always belong to Gasum and/or its suppliers, irrespective of whether such material has been created in co-operation between the Parties.

8.3    Gasum grants to the Customer and its Authorised Users a personal, non-exclusive, and non-transferable licence to use the Service for the Customer’s own internal operations for the purposes specified under section 3 of these Service Terms, or otherwise by Gasum in writing. The Customer may not sell, pass, disclose or otherwise assign its right to a third party. In case an Authorised User ceases to be in an employment relationship with the Customer, such usage right automatically terminates.

8.4    Unless otherwise expressly agreed in these Service Terms, these Service Terms shall not have effect on either Party’s Intellectual Property Rights or any other rights existing prior to the validity of these Service Terms.

9    PRICES AND TERMS OF PAYMENT

Gasum or its Affiliate (as applicable) is entitled to charge the Customer for the Service as agreed in the Master Agreement. 

10    SERVICE LEVELS, ERRORS, AND DISCLAIMER OF WARRANTIES

10.1    The Services are offered on an “as is” and “as available” basis without any warranty. Gasum does not warrant the uninterrupted, secure or error-free operation of the Service or that Gasum is able to prevent all third-party disruptions of the Service or that Gasum is able to remedy all defects. Except as required by the mandatory provisions of law, there are no other warranties, express or implied, by operation of law or otherwise. Gasum expressly disclaims any implied warranties of fitness for a particular purpose and satisfactory quality.

10.2    Gasum is entitled to interrupt the delivery of Services temporarily if necessary due to technical reasons. Gasum will use commercially reasonable efforts so that the interruption lasts only a short time and causes the Customer as little harm as possible. Gasum will inform the Customer of the interruption as soon as practicably possible.

10.3    In case of an error preventing the Customer from using the Service as intended, the Customer is entitled to report the issue to Gasum’s customer service via phone or e-mail. All opening hours and exceptions to them are listed here: https://www.gasum.com/en/gasum/about-gasum/contact-us/customer-service. 

10.4    Gasum shall use reasonable efforts to start the error diagnosis no later than the next working day after the reception of the Customer’s error report. The time required for error correction depends on the corrective measures the error in question demands. The correction of an error may be done by providing a workaround or by providing the Customer written instruction on how to bypass the error. Gasum does not guarantee that all errors are corrected. The error correction shall continue during the working hours of the support services until the error is corrected or a workaround is found.

11    CONFIDENTIALITY

11.1    Each Party shall keep in confidence all material and information received from the other Party which is marked as confidential, or which should be understood to be confidential. A Party shall have the right to use such material and information only for the purposes set forth in these Service Terms or the Master Agreement. The confidentiality obligation shall, however, not be applied to material and information that: (a) is generally available or otherwise public; (b) the receiving Party or its Affiliate has received from a third party without any obligation of confidentiality; (c) was in the possession of the receiving Party or its Affiliate prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; (d) a Party or its Affiliate has developed independently without using material or information received from the other Party; or (e) a Party or its Affiliate must disclose pursuant to a law, decree, or other order issued by competent authorities or judicial order.

11.2    Each Party shall cease using confidential material and information received from the other Party promptly upon termination of the Service Terms or when that Party no longer needs the material or information in question for the purpose stated in the Service Terms and, unless the Parties separately agree on the destruction of such material, return the material in question. Each Party shall, however, be entitled to retain the copies required by law or regulations.

11.3    Gasum is entitled to use the professional skills and experience acquired in connection with the provision of the Service.

12    DATA PRIVACY

12.1    Each Party shall ensure that it complies with applicable data protection legislation and bears full responsibility for its data and its processing under such legislation.

12.2    Gasum processes any personal data of the Customer as the data controller and Gasum’s privacy statement is available at https://www.gasum.com/en/privacy-statement/. Except for the user names and similar identifiers necessary for the use of the Service and included in Gasum’s customer register, no personal data of the Customer will be stored in the Service.

12.3    The Customer acknowledges and agrees that personal data may be transferred or stored outside the EU or the country where the Customer and the Authorised Users are to carry out the Services and Gasum’s other obligations under these Service Terms. In case personal data is transferred outside of the EU, Gasum ensures adequate level of data protection and agrees to contractually secure this with its Affiliates or subcontractors.

12.4    The Customer shall ensure that the Customer or Authorised User is entitled to transfer the relevant personal data included in Customer Data to Gasum so that Gasum may lawfully use, process, and transfer the personal data in accordance with these Service Terms.

12.5    The Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.

12.6    Each Party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction, or damage.

13    FORCE MAJEURE

13.1    Neither Party shall be liable to the other for loss, damage, or delay in work caused by an impediment beyond its control which that Party could not have taken into account when these Service Terms became binding, and whose consequence it could not have reasonably avoided or overcome including, but not limited to war, riot, the act or order of any competent civil or military authori-ty, strikes, unauthorised work stoppage or by fire or flood or comparable event (“Force Majeure”). Strike, lock-out, boycott and other industrial action shall constitute a Force Majeure also when the Party concerned is the target of or a party to such an action. A Force Majeure suffered by a sub-contractor of a Party shall also discharge such Party from liability if subcontracting from another source cannot be done without unreasonable costs or a significant delay. A Party shall inform the other Party without delay of the occurrence and end of a Force Majeure in writing.

14    IPR INFRINGEMENTS

14.1    Gasum shall at its own expense defend and indemnify the Customer against claims and actions that the Service infringes on any of the Intellectual Property Rights of a third party, provided that the Customer notifies Gasum promptly in writing of such claims and permits Gasum to defend or settle the claims, abstains from making any settlements without Gasum’s approval and gives Gasum all necessary information and assistance available and all necessary authorisations.

14.2    If, in the justified opinion of Gasum, the Service infringes on the Intellectual Property Rights of a third party, Gasum shall at its own expense either: (a) obtain the right to use of the Service for the Customer, or (b) replace the Service, or (c) modify the Service to eliminate the infringement. If none of the above-mentioned alternatives is available to Gasum on reasonable terms, Gasum may suspend the Customer’s access to the Service platform, in which case Gasum or its Affiliate shall carry out the services agreed in the Master Agreement in another manner.

14.3    Gasum shall, however, not be liable to the Customer if the claim: (a) is asserted by the Customer or its Affiliate; (b) results from Customer Data, an alteration of the Service or from compliance with the Customer’s instructions or information; or (c) results solely from the use of the Service in combination with any Service or software not supplied by Gasum or from the use of the Service that is against these Service Terms.

14.4    This section 14 states the entire liability of Gasum and the Customer’s sole and exclusive remedies for an infringement of intellectual property right.

15    LIMITATION OF LIABILITY

15.1    Gasum and its Affiliates’ liability under these Service Terms shall be limited to direct damage of EUR 20,000.

15.2    The Parties shall not under any circumstances be liable to each other for any indirect or consequential damages, such as loss of profit, production or revenue, loss of, damage to or alteration of data or resulting damage and expenses incurred, such as expenses for the re-creation of data files, even if the party has been advised of the possibility of such damage. 

15.3    The above limitations of liability shall not apply to (a) damage caused by wilful conduct or gross negligence or (b) damage caused by the transfer, copying, or use of Sourced Data or Services contrary to law or these Service Terms, including, without limitation, section 6 (Sourced Data).

16    GOVERNING LAW AND SETTLEMENT OF DISPUTES

This Agreement shall be governed by the laws of Finland excluding its choice-of-law provisions. Any dispute, controversy or claim arising out of or relating to these Service Terms, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland, and the language of arbitration shall be English, unless otherwise agreed by the Parties. 

17    ASSIGNMENTS 

Neither Party shall have the right to assign these Service Terms without the prior written consent of the other Party. Gasum may, however, assign these Service Terms to its Affiliate, or to a third party to whom business subject to these Service Terms is transferred. 

18    AMENDMENTS

18.1    The Customer acknowledges and agrees that Gasum continuously develops the Services and therefore the selection and content of the Services may change. Gasum shall be entitled to replace the Service or part thereof with another product or its new model or version or technology at its sole discretion. Gasum shall also have the right to cease the provision of the Services. In such case Gasum may terminate these Service Terms with respect to such terminated Services or their separate parts in with thirty (30) days’ notice.

18.2    Gasum may introduce changes or additions to these Service Terms upon two (2) months’ written notice to the Customer. If the Customer does not accept the change, it may stop using the Services, without incurring any liability to Gasum under these Service Terms or the Master Agreement.

19    VALIDITY

The Service Terms shall be valid between Gasum and the Customer during the validity of the Master Agreement or the date of these Service Terms, whichever occurs later. These Service Terms shall replace any previous service terms concerning the Services. Notwithstanding the end of validity of these Service Terms, provisions that by their nature are meant to remain in force, including (without limitation) Sections 11 (Confidentiality), 15 (Limitation of liability), and 16 (Governing law and settlement of disputes), shall remain in force and binding upon the Parties.

27 February 2024