General Terms and Conditions of Sale — Softagram Oy
Version 1.0 — effective 22 October 2026
Suomeksi: softagram.com/terms
1. Scope and order of precedence
These general terms and conditions of sale ("Terms") apply to services, software and expert work supplied by Softagram Oy ("Supplier") to its business customers ("Customer").
These Terms apply in full only where the parties have not signed a framework agreement (Puitesopimus). Where a signed framework agreement, service annex, order form or separate written offer exists, those documents prevail over these Terms in the following order of precedence, strongest first:
- A written amendment agreement concerning a specific clause
- A signed order form or separate offer concerning an individual assignment
- A service annex and its sub-annexes
- The framework agreement
- These Terms
These Terms are directed at business customers. They do not limit rights that mandatory consumer protection law grants to a consumer.
These Terms are published in Finnish and English. In the event of any discrepancy between the language versions, the Finnish version prevails.
2. Provision of services
The Supplier undertakes to provide the services with due care, professionally and in accordance with industry practice. The Supplier's obligations are obligations of due care, not obligations to achieve a specific result, unless a service annex expressly provides otherwise (for example, defined service levels).
The Supplier may use subcontractors and is liable for their work as for its own.
The Customer shall assign sufficient personnel, supply requested information, materials and decisions without delay, ensure its contact person has adequate decision-making authority, and maintain the network, hardware and software infrastructure required to use the service. Where delivery is delayed or prevented for reasons attributable to the Customer, the Supplier is not liable for the resulting delay, and the Supplier's right to invoice work performed is not reduced.
3. Prices and value added tax
Prices are set out in the applicable service annex, order form or offer. Prices are stated exclusive of value added tax unless otherwise indicated. Value added tax is added to invoices in accordance with legislation in force at the time.
4. Payment terms
The payment period is fifteen (15) days from the invoice date, unless another period is agreed in the applicable service annex or order.
5. Late payment
Where payment is delayed, the Supplier is entitled to charge late payment interest in accordance with the Finnish Interest Act (633/1982) and reasonable collection costs in accordance with the Finnish Act on Debt Collection (513/1999).
Where payment remains outstanding more than sixty (60) days after the due date, the Supplier is entitled to transfer the receivable to a debt collection agency, whose costs the Customer bears in full.
The Supplier is entitled to suspend provision of the service where the Customer's payment is more than fourteen (14) days overdue. During suspension the Customer's payment obligation remains unchanged, and the Supplier is not liable for detriment arising from the suspension. The service is restored within a reasonable time after payment of the overdue receivable, late payment interest and costs.
6. Price adjustment
The Supplier is entitled to review recurring service charges annually by notifying the Customer in writing at least three (3) months before the change takes effect. Any increase may not exceed three per cent (3%) of the previous period's price or the annual change in the cost-of-living index, whichever is higher.
Recurring service charges means repeatedly invoiced fees such as monthly or annual charges. Project prices and hourly rates for individual assignments are agreed per order and fall outside the scope of this clause.
7. Withholding at source
Where the legislation of the Customer's country of establishment requires withholding at source on the invoiced amount, the Customer is responsible for paying the withheld tax to the local tax authorities. The amount owed to the Supplier remains the full invoiced amount and is not subject to deductions for withholding at source.
8. Intellectual property rights
Supplier's pre-existing material — software, libraries, tools, modules, documentation, models, processes, training material and know-how developed independently by the Supplier — remains the exclusive property of the Supplier or its licensors. The Supplier grants the Customer a non-exclusive, non-transferable right to use such material to the extent it is included in the delivered service and is necessary for contractual use of that service. The right of use is valid for the duration of the service and does not include the right to resell, sublicense, translate, create derivative works from or decompile the material, unless otherwise agreed in a service annex.
Customer-specific material — work expressly tailored for the Customer and not based on the Supplier's pre-existing material — transfers to the Customer's ownership once the Customer has paid for it in full.
Customer data remains the property of the Customer. The Supplier may use it solely to provide the service, and returns or destroys it at the end of the service in accordance with the Customer's written request, unless the Supplier has a mandatory statutory retention obligation.
The Supplier retains the right to use general expertise, ideas, concepts, processes and know-how accumulated while providing the service in other assignments, provided that no confidential information or customer-specific material of the Customer is disclosed.
Where the service includes open source or third-party software (for example Odoo Community or Enterprise, OCA modules, Linux distributions), use of that software is governed by its own licence. The Supplier grants no rights broader than those of the original licence.
9. Confidentiality
Each party undertakes to keep confidential information received from the other party confidential and to use it only to perform its obligations. Confidentiality does not apply to information that is or becomes public without the receiving party's involvement, was known to the receiving party without an obligation of confidentiality before disclosure, is received from a third party without an obligation of confidentiality, has been developed independently without use of the confidential information, or must be disclosed by law or by order of an authority.
The confidentiality obligation remains in force for the duration of the agreement and for five (5) years thereafter. For trade and professional secrets it remains in force indefinitely.
The Supplier is entitled to use the customer relationship as a general reference (name, logo, type of service) in its marketing and sales material. Customer-specific details such as technical solutions, financial information or measured benefits require the Customer's prior written consent.
10. Personal data
Where the Supplier processes personal data for which the Customer is the controller, the parties sign a separate data processing agreement (DPA) in accordance with Article 28 of the EU General Data Protection Regulation. Where the Supplier acts as controller for its own purposes, such as customer relationship management, the processing is described in the Supplier's privacy policy.
11. Acceptance and liability for defects
When the Supplier notifies the Customer that a delivery is ready for acceptance testing, the Customer has a ten (10) working day test period within which to accept the delivery in writing or to submit written observations of defects preventing acceptance. If the Customer does neither within the test period, the delivery is deemed accepted. A delivery is in any event deemed accepted when the Customer takes it into production use, meaning use in support of the Customer's actual business processes rather than internal testing or training.
The Supplier corrects defects in an accepted delivery for three (3) months from acceptance, at the pricing of the applicable service annex or, where no service annex exists, of the applicable order or offer, provided the Customer has reported the defect in writing within that period. Liability for defects does not cover minor deviations, defects arising from modifications made by the Customer or a third party, defects in third-party software, or defects arising from incorrect use or use contrary to the Supplier's instructions. The Supplier selects the method of correction; a workaround is an acceptable correction where it does not materially impair use of the delivery.
After three months the Supplier's liability for defects ends unless otherwise agreed in a maintenance agreement or a corresponding service annex.
12. Liability and limitation of liability
Each party is liable to the other for direct damage caused by its breach of contract, provided the damage has been notified in accordance with clause 13.
Neither party is liable for indirect or consequential damage, such as loss of turnover or profit, interruption of production, loss of data (to the extent the Customer is responsible for backups), claims by the Customer's customers or third parties, or damage to goodwill.
The Supplier's total liability for damage relating to the same service annex — or, where no service annex exists, the same order or offer — during one (1) contract year is limited to the amount of payments made by the Customer to the Supplier under it during the preceding twelve (12) months, excluding value added tax. For project-type service annexes, orders and offers, liability is limited to 100% of their total value.
These limitations do not apply to damage caused intentionally or by gross negligence, intentional breach of confidentiality, intentional infringement of intellectual property rights, personal injury, or damage for which limitation of liability cannot be agreed under mandatory law.
The Supplier cannot under any circumstances be required to participate as a third party in claims for damages brought against the Customer by an end consumer or other third party.
13. Claims
The Customer shall notify the Supplier in writing of defects or breaches of contract within thirty (30) days of the date on which the Customer discovered, or should have discovered, the grounds for the claim. The Supplier shall be given a reasonable opportunity to respond and to correct any defect before other remedies are invoked.
A claim may be submitted by letter to the Supplier's registered address or by email to the contact address agreed between the parties.
14. Force majeure
Neither party is liable for delay or failure in performing its obligations where this results from a cause beyond its control that it could not reasonably have taken into account when entering into the agreement and whose consequences it could not reasonably have avoided or overcome. Such causes include war, insurrection, general transport or energy disruption, power or telecommunications outage, pandemic, act of authority, labour dispute, and large-scale cyber attack directed at general infrastructure.
The affected party shall notify the other party of the situation and its estimated duration without delay. Where a force majeure situation continues for more than six (6) months, either party may terminate the affected agreement or service annex in writing.
15. Term and termination
Either party may terminate a continuing agreement in writing with three (3) months' notice. Either party may terminate with immediate effect where the other party materially breaches the agreement and fails to remedy the breach within thirty (30) days of a written notice. Repeated payment delays, material breach of confidentiality and the commencement of bankruptcy proceedings are considered material breaches.
On termination, financial obligations accrued up to the date of termination remain in force; each party returns or destroys the other party's confidential information and the Customer's data at that party's choice; and clauses on confidentiality, limitation of liability, intellectual property rights and other clauses that by their nature survive remain in force.
At the end of the service the Supplier makes the Customer's data available in a machine-readable, commonly used format (for example CSV, SQL dump or JSON) at no separate cost on one occasion. Broader migration support may be agreed as a separate assignment.
16. Exclusion of the Customer's own terms
The Customer expressly waives the application of its own general terms and conditions to this agreement, even if drawn up after it. Derogations are valid only where expressly agreed in writing in connection with this agreement or a service annex.
17. Changes to these Terms
The Supplier may update these Terms. The version in force at the time an order is placed applies to that order. Material changes affecting continuing services are notified in writing at least three (3) months before they take effect.
18. Assignment
Neither party may assign the agreement or the rights or obligations arising from it to a third party without the other party's prior written consent, which shall not be unreasonably withheld. The Supplier may however assign the agreement to a group company or in connection with a business reorganisation without separate consent, provided the receiving party commits to all terms of the agreement.
19. Governing law and dispute resolution
These Terms are governed by Finnish law, excluding its conflict of law provisions. Disputes are primarily resolved through negotiation. Where negotiation does not lead to a resolution, the dispute is resolved by the District Court of Helsinki as the court of first instance.
Where the Customer is established outside Finland, the parties may agree in a service annex that disputes are resolved by arbitration under the Arbitration Rules of the Finland Chamber of Commerce, seated in Helsinki, in Finnish or English.
20. Contact
- Company: Softagram Oy
- Business ID: 2532004-3
- VAT: FI25320043
- Address: Voimatie 6E, 90440 Kempele, Finland
- Email: info@softagram.com