Terms & Conditions

AVREA TERMS OF SERVICE
Last updated: 27.4.2026
TERMS OF SERVICE
1. DEFINITIONS AND INTERPRETATION
1.1. The definitions and rules of interpretation set out in Schedule 1 (Definitions and Interpretation) apply to this Agreement.
2. COMMENCEMENT AND DURATION
2.1. The Customer shall enter into this Agreement with the Supplier by subscribing to the Service through an Order Form. The Order Form incorporates these Terms of Service (the "Terms"), which together with the Order Form and any schedules, annexes or other attachments attached to either these Terms or the Order Form shall constitute the entire "Agreement" between the Parties.
2.2. This Agreement shall commence on the Commencement Date and shall continue for the Term specified in the Order Form, unless earlier terminated in accordance with Clause 14 or renewed in accordance with any renewal terms set out in the Order Form.
3. SUBSCRIPTION AND LICENCE
Licence Grant
3.1. Subject to the Customer's payment of the Subscription Fees and compliance with the terms and conditions of the Agreement, the Supplier hereby grants to the Customer a limited, non-exclusive, non-transferable right (without the right to grant sub-licences) to access and use the Service solely for internal business purposes during the Term (the "Licence").
3.2. The Customer may permit Customer Users to access and use the Service on its behalf, subject to the terms and conditions of the Agreement. The Customer shall ensure that the total number of Customer Users does not exceed the number set out in the Order Form, where applicable.
Service Description and Amendments
3.3. The Supplier may amend the Service and the Service Description from time to time. The Service Description is made available on the Supplier's website or otherwise provided to the Customer. The Supplier will endeavour to notify the Customer of material changes to the Service at least thirty (30) days in advance.
Intellectual Property Rights — Service
3.4. The Customer acknowledges and agrees that the Supplier and its licensors own all Intellectual Property Rights in the Service, Information, Software and the Service Description. Except as expressly stated in this Agreement, this Agreement does not grant the Customer any rights to, or in, any Intellectual Property Rights in respect of the Service, Information, Software or the Service Description.
Feedback
3.5. The Customer assigns to the Supplier all Intellectual Property Rights in any Feedback provided by the Customer or any Customer User. The Supplier shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the Service, Information, Software and/or the Service Description any such Feedback, provided that the Customer shall not be identified as the source of such Feedback without its prior written consent. For the avoidance of doubt, the Supplier shall not be obliged to implement any such Feedback.
Trial Subscriptions and Beta Features
3.6. The Supplier may offer trial subscriptions at its discretion. If a trial subscription applies, this shall be specified in the Order Form, together with the length of the trial and any other relevant details. The Supplier's warranties under Clause 5 and any service level commitments shall not apply in relation to any trial subscription.
3.7. The Supplier may make Beta Features available to the Customer from time to time. Beta Features are provided on an "as-is/as-available" basis without any warranties or representations of any kind. No Service Level Agreement shall apply to Beta Features. The Supplier may discontinue any Beta Feature at any time without notice and without incurring any liability to the Customer.
Third-Party Software
3.8. The Service includes Third-Party Software. The Supplier does not grant the Customer any licence in respect of Third-Party Software. Third-Party Software is provided solely under the applicable third-party licence terms and is made available on an "as-is" basis without any warranty or representation of any kind from the Supplier. The Customer is solely responsible for compliance with all applicable third-party licence terms governing its use of Third-Party Software in connection with the Service.
3.9. Certain functionality of the Service may require the Customer to obtain licences for Customer-Licensed Software directly from third-party vendors. The Customer represents and warrants that it holds, and shall maintain throughout the Term, valid licences for all Customer-Licensed Software used in connection with the Service. The Supplier makes no representations regarding the licensing requirements for Customer-Licensed Software and does not provide, broker or validate third-party licences. The Customer shall indemnify, keep indemnified and hold the Supplier and the Supplier Personnel harmless against any and all claims, damages, costs and expenses arising from any third-party licensor's claims in connection with the Customer's use of Customer-Licensed Software.
Open-Source Software
3.10. Certain components included in or distributed with the Service are Open-Source Software, governed by the applicable Open-Source Terms. The Open-Source Terms and a list of the relevant Open-Source Software are available at avrea.com/open-source-components. These Terms apply solely to the Supplier's proprietary software and services; Open-Source Software remains governed by the applicable Open-Source Terms. For the avoidance of doubt, nothing in this Agreement grants the Customer any rights in respect of Open-Source Software beyond those conferred by the applicable Open-Source Terms.
SLA
3.11. Where the Supplier provides a Service Level Agreement ("SLA") to the Customer, such SLA shall be made available at avrea.com/sla. If no SLA is provided, the Supplier makes no commitment as to any specific level of availability of the Service.
4. SUPPLIER OBLIGATIONS
4.1. The Supplier shall perform its obligations under this Agreement in compliance with Applicable Law.
4.2. The Supplier makes no representation, and gives no warranty or undertaking, that the operation or availability of the Service will be uninterrupted or error-free.
4.3. The Customer acknowledges that the Supplier and/or the Supplier Personnel may from time to time carry out routine and/or emergency maintenance of the Service. The Customer may be unable to access the Service during any period in which such maintenance is being carried out, although the Supplier will use its reasonable endeavours to keep any such disruption to a minimum.
4.4. Without limitation to Clause 19.1 (Force Majeure), the Customer acknowledges that the Supplier has no direct control over the availability of, or limitations in, bandwidth over the internet and that the Supplier shall not be responsible for delays in or unavailability of the Service caused by such bandwidth limitations or unavailability.
5. WARRANTIES AND DISCLAIMERS
Supplier Warranty
5.1. The Supplier warrants that it will provide the Service in accordance with the Service Description and SLA.
Disclaimer
5.2. Except as expressly provided in Clause 5.1, the Service is provided on an "as-is" and "as-available" basis. To the fullest extent permitted by Applicable Law, the Supplier disclaims all other conditions, warranties, representations, undertakings or other terms which might have effect between the Parties with respect to the Service, or be implied or incorporated into this Agreement, whether by statute, common law, custom or otherwise, including any implied conditions, warranties or undertakings relating to satisfactory quality, reasonable skill and care, fitness for any particular purpose or ability to achieve a particular result.
5.3. The Supplier does not warrant that: (a) the use of the Service by the Customer or its Customer Users will meet the Customer's requirements; (b) defects in the Service will be corrected; or (c) the Service will operate in the combinations which the Customer selects for use.
5.4. Under no circumstances shall the Supplier or the Supplier Personnel have any liability for any losses, claims, damages, costs or expenses caused by errors or omissions in any information, instructions or scripts provided to the Supplier and/or the Supplier Personnel by or on behalf of the Customer in connection with the Service, or any actions taken by the Supplier and/or the Supplier Personnel at the Customer's direction.
6. CUSTOMER OBLIGATIONS
Acceptable Use Policy
6.1. The Customer shall not (and shall ensure that its Customer Users do not) use the Service:
6.1.1. to store, distribute or transmit any Malware, or any material, information or data that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; that facilitates illegal activity; that constitutes illegal images; or that promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
6.1.2. to access, develop, supply or market all or any part of the Service in order to build a product or service which replicates, competes with or is substantially similar to the Service;
6.1.3. to attempt to undertake any security, vulnerability, penetration, or similar testing of the Service without the prior written consent of the Supplier;
6.1.4. to assist third parties in obtaining access to the Service; or
6.1.5. for any purpose that is not an Accepted Purpose.
6.1.6. to engage in any form of resource abuse, including using the Service in a manner that disproportionately consumes computational resources, disrupts or degrades the performance of the Service for other customers of the Supplier, or runs workloads unrelated to the building, testing or deploying of software — including, without limitation, cryptocurrency mining, proof-of-work computation, and machine learning model training.
6.2. The Customer shall not (and shall ensure that its Customer Users do not) attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Service, Information, Software or Service Description.
General Customer Obligations
6.3. The Customer shall:
6.3.1. pay the Subscription Fees in accordance with the Payment Terms;
6.3.2. provide the Supplier with all necessary co-operation in relation to this Agreement and access to such information as may be required by the Supplier in order to provide the Service;
6.3.3. ensure that the Customer Users comply with this Agreement and any acceptable use policies specified or provided by the Supplier from time to time;
6.3.4. maintain adequate technical capabilities to access and use the Service, including complying with any Minimum Technical Requirements, and the Customer acknowledges that it is solely responsible for ensuring that its firewalls, security and privacy systems and settings, and other plug-ins or applications, do not interfere with or restrict access to the Service;
6.3.5. use its best endeavours to prevent any unauthorised access to, or use of, the Service and shall notify the Supplier promptly of any such unauthorised access or use;
6.3.6. comply with all Applicable Laws and regulations with respect to its activities under this Agreement; and
6.3.7. undertake appropriate back-ups of its data with such regularity and in such a manner as to ensure that it can restore such data in the event of data loss or corruption from any cause.
6.3.8. represent and warrant, on a continuing basis, that: (a) it is not located in, organised under the laws of, or ordinarily resident in a Sanctioned Country; (b) it is not a Sanctioned Person and is not owned or controlled by a Sanctioned Person; and (c) it shall not use the Service, directly or indirectly, in any manner that would cause the Supplier to violate any applicable export control laws or regulations or any applicable sanctions regimes.
6.4. The Supplier may audit the Customer's compliance with Clauses 6.1, 6.2 and 6.3 by any lawful, technical means, and the Customer shall provide all reasonable assistance and information to the Supplier necessary to establish that the Service is only being accessed and used in accordance with this Agreement.
7. CUSTOMER USERS
7.1. The Customer shall ensure that the Customer Users comply with the terms of this Agreement, and shall be responsible for any acts and omissions of a Customer User as if committed by the Customer itself.
7.2. The Customer shall ensure that:
7.2.1. each Customer User keeps any user log-in(s) and password(s) for their use of the Service secure and confidential, and that passwords are of adequate strength and conform to any password policies of the Service;
7.2.2. each Customer User does not share their login password(s) with any other individual or third party; and
7.2.3. no Customer User account is used by more than one (1) individual Customer User.
7.3. If a Customer User leaves the employment or engagement of the Customer, or if the Customer does not intend for them to have access to the Service, the Customer shall promptly ensure that the Customer User's access to the Service is revoked.
7.4. The Customer acknowledges that the Service may provide functionality or features that enable Customer Users to perform functions or order services that may incur additional Subscription Fees (as specified in the Service Description and/or on the Service itself), and the Customer agrees to pay any additional Subscription Fees arising as a result.
8. CUSTOMER DATA
8.1. The Customer shall own all rights, title and interest in and to all of the Customer Data and shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data and for ensuring that its use does not infringe the rights of any third parties.
8.2. The Customer hereby grants to the Supplier and the Supplier Personnel a non-exclusive, non-transferable licence to use the Customer Data for the purposes of: (a) providing the Service; (b) exercising the Supplier's rights under this Agreement; and (c) improving and developing the Service (including any data analytics specified in the Service Description), provided that the Supplier's use of Customer Data for the purposes set out in this sub-clause (c) shall be limited to anonymised data only, together with the right to sub-licence these rights to the Supplier's subcontractors to the extent necessarily required for the performance of the Supplier's obligations. The Customer warrants to the Supplier that the use of the Customer Data in accordance with this Agreement will not: (i) breach Applicable Law; (ii) infringe the Intellectual Property Rights or other legal rights of any person; or (iii) give rise to any cause of action against the Supplier, in each case in any jurisdiction.
8.3. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by the Customer, its Customer Users, or any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance, in which case the Supplier's liability shall be subject to the limitations and exclusions set out in this Agreement).
8.4. The Supplier shall be entitled to retain Build Logs for operational, debugging and service improvement purposes. Build Logs may contain metadata such as timestamps, command outputs, pipeline execution records and error messages. The Customer is solely responsible for ensuring that no sensitive data is printed to Build Log output. Upon written request from the Customer, the Supplier shall use reasonable endeavours to delete Build Logs relating to the Customer, provided that the Supplier shall not be obliged to do so where retention is required for the Supplier's legitimate operational or legal purposes.
9. DATA PROTECTION
9.1. These terms in Clause 10 (the "Data Processing Terms") set out the terms and conditions for the processing of Personal Data by the Supplier on behalf of the Customer under this Agreement. The Supplier shall act as a processor on behalf of the Customer, who may act either as a controller or as a processor on behalf of a third-party controller. Terms defined in Data Protection Legislation which are not otherwise defined in this Agreement shall have the meaning given to them in Data Protection Legislation.
9.2. The Personal Data processing carried out by the Supplier on behalf of the Customer under this Agreement is described as follows: (a) the purpose of the processing is to provide source code testing of the Customer's code and to perform access management and communications in connection with the Service; (b) the processing activities include collection, storage, access, transmission, analysis and deletion of Personal Data as necessary for the provision of the Service; (c) the categories of Personal Data processed comprise the name, email address and phone number of the Customer's representatives, and any Customer-uploaded content used for testing which may contain Personal Data; (d) the categories of Data Subjects are the Customer's representatives and any other Data Subjects whose Personal Data the Customer provides to the Supplier; and (e) the duration of the processing shall be the Term, and thereafter only to the extent required by Applicable Law.
Rights and Responsibilities of the Customer
9.3. The Customer shall process Personal Data in compliance with Data Protection Legislation and good data processing practice.
9.4. At the time of signing this Agreement, the written instructions given by the Customer to the Supplier are included in these Data Processing Terms and the Service Description. Any new instructions from the Customer to the Supplier shall be agreed upon in writing between the Parties. The Supplier is entitled to charge for any additional costs incurred in complying with new or amended instructions from the Customer.
9.5. The Customer undertakes to:
9.5.1. ensure that there is a legal ground for processing the Personal Data covered by these Data Processing Terms, and that necessary data processing agreements in accordance with Data Protection Legislation are in force;
9.5.2. warrant, if the Customer acts as a processor on behalf of a third-party controller, on an ongoing basis that the third-party controller has authorised: (a) the Customer's documented instructions; (b) the Supplier as a subprocessor of the Customer; and (c) the Supplier's engagement of Subprocessors;
9.5.3. ensure that Data Subjects, as required by Data Protection Legislation, have received sufficient information regarding the processing, including information that the Supplier may process the Personal Data on behalf of the Customer; and
9.5.4. act as the Data Subjects' point of contact.
Responsibilities of the Supplier
9.6. The Supplier shall:
9.6.1. process Personal Data in compliance with these Data Processing Terms, Data Protection Legislation and good data processing practice;
9.6.2. process Personal Data on documented instructions from the Customer, unless required to do otherwise under Data Protection Legislation applicable to the Supplier, in which case the Supplier shall inform the Customer of such requirement before beginning the processing (unless prohibited by Applicable Law);
9.6.3. ensure that persons in the service of the Supplier with access to Personal Data have committed themselves to appropriate confidentiality obligations;
9.6.4. implement technical and organisational measures to ensure an appropriate level of security for the Personal Data against unauthorised access, loss, destruction, damage, alteration or disclosure;
9.6.5. taking into account the information available to the Supplier, provide reasonable assistance to the Customer in responding to requests for exercising the rights of Data Subjects and in ensuring compliance with the Customer's obligations relating to data security, Personal Data Breaches, data protection impact assessments, and prior consulting obligations. The Supplier is entitled to charge the Customer for reasonable costs and expenses incurred in connection with such assistance;
9.6.6. follow the conditions for the use of Subprocessors as set out in Clause 9.8;
9.6.7. make available to the Customer all information necessary to demonstrate compliance with the obligations set out in these Data Processing Terms and in Data Protection Legislation. The Customer shall keep all such information confidential. The Supplier is entitled to charge the Customer for reasonable costs and expenses incurred in connection with such disclosure; and
9.6.8. allow the Customer to perform audits as prescribed in Clause 9.10.
Personal Data Breach Notification
9.7. The Supplier shall notify the Customer of all Personal Data Breaches without undue delay after becoming aware of a suspected Personal Data Breach. The notification shall include: (a) a description of the nature of the Personal Data Breach, including the categories and approximate number of Data Subjects and data records concerned; (b) the name and contact details of the Supplier's contact person handling the breach; (c) a description of the likely or realised consequences of the breach; and (d) a description of the measures taken or proposed to address the breach and to mitigate its adverse effects. Where it is not possible to provide all such information at the same time, the information may be provided in phases. The Supplier shall document Personal Data Breaches and shall disclose such documentation to the Customer upon request.
Subprocessors
9.8. The Supplier is entitled to use Subprocessors in the processing of Personal Data where the Customer has approved such Subprocessors. On the Commencement Date, the Customer agrees to the use of the Subprocessors as agreed under the Service Description. The Customer also agrees that the Supplier may use any of its Affiliates as a Subprocessor. The Supplier shall notify the Customer of any addition of a new Subprocessor at least two (2) weeks before the Subprocessor begins processing Personal Data. If the Customer objects to the use of a new Subprocessor, the Customer has the right to terminate this Agreement within two (2) weeks of being notified, with a two-week notice period. The Supplier shall ensure that Subprocessors are bound by obligations equivalent to those set out in these Data Processing Terms.
Transfers of Personal Data
9.9. The Supplier shall not transfer Personal Data to a Third Country unless the Customer has given its prior written permission for the transfer to take place.
Auditing
9.10. Where the Customer requests an audit, a third party appointed or approved in writing by the Supplier shall audit the Supplier's compliance with these Data Processing Terms. The Customer may request such an audit once in every twelve (12) months. The Customer shall bear all costs and expenses associated with the audit. The Customer must notify the Supplier of an audit at least twenty (20) Business Days in advance, and the audit shall be conducted in a manner that does not disturb the Supplier's normal business operations. Any auditor shall comply with the Supplier's work rules, security requirements and standards, and shall enter into a non-disclosure agreement provided or approved by the Supplier before commencing any audit.
Term and Termination of Data Processing
9.11. The Supplier shall process Personal Data only during the Term. Upon termination or expiry of this Agreement, or upon the Customer's written request, the Supplier shall either destroy or return to the Customer or to a third party designated by the Customer in writing the Personal Data processed, unless otherwise required by Data Protection Legislation. In the event the Customer requests the return or transfer of Personal Data, the Customer shall pay the Supplier for any additional costs thereby incurred. If the Customer does not demand the return of the Personal Data within thirty (30) days from the termination or expiry of this Agreement, the Supplier shall be entitled to delete any such Personal Data, including any copies thereof, unless storage is required under Applicable Law.
10. AI TERMS
10.1. The Supplier may make available certain features of the Service that incorporate artificial intelligence or machine learning capabilities (each an "AI Feature"). AI Features may be powered by third-party artificial intelligence providers ("AI Providers").
10.2. When using AI Features, the Customer or its Customer Users may submit inputs to the Service ("Input") and receive outputs generated by the Service ("Output"). The Customer acknowledges that Outputs are generated by AI systems and may not be accurate, complete or suitable for any particular purpose. The Customer is solely responsible for evaluating the accuracy, suitability and legality of any Output before relying on it.
10.3. The Supplier may make pre-release or experimental AI Features available to the Customer. The Supplier may discontinue any such pre-release AI Feature at any time without notice and without incurring any liability to the Customer.
10.4. Each Party shall comply with the AI Regulation in connection with its use of the Service and, in particular:
10.4.1. the Customer shall not use the Service for any Prohibited Practices under the AI Regulation; and
10.4.2. the Customer shall not use the Service for any purpose falling within the scope of High-Risk Use Cases without the Supplier’s prior written permission or without ensuring that all applicable obligations under the AI Regulation are complied with in respect of such use.
10.5. The Customer acknowledges that AI Providers may maintain their own terms of use, acceptable use policies and related terms applicable to the use of their AI Feature ("AI Provider Terms"). The Supplier assumes no liability for the acts or omissions of any AI Provider. To the extent that any AI Provider Terms expressly require compliance by end customers or end users of the Supplier's service, and the Supplier has made such AI Provider Terms available to the Customer (whether in the Service Description or otherwise), the Customer shall comply with those AI Provider Terms as they apply to the Customer's use of the relevant AI Features.
11. INDEMNIFICATION
11.1. The Customer shall indemnify, keep indemnified and hold the Supplier and the Supplier Personnel harmless against any and all damages, claims, actions, proceedings, losses, reasonable costs (including legal fees) and expenses arising from any third-party claims arising out of or in connection with: (a) the Customer's or any Customer User's use (or misuse) of the Service in breach of this Agreement; and/or (b) any breach of the Customer's warranty in Clause 8.2.
12. LIMITATION OF LIABILITY
12.1. Nothing in this Agreement excludes or limits the liability of either Party to the other for:
12.1.1. death or personal injury caused by negligence;
12.1.2. fraud or fraudulent misrepresentation;
12.1.3. gross negligence or wilful misconduct; or
12.1.4. any other liability that cannot be excluded or limited by Applicable Law.
12.2. Subject to Clause 12.1, neither the Supplier nor the Customer shall be liable, whether in tort (including negligence), breach of statutory duty, contract, misrepresentation, restitution or otherwise, for any:
12.2.1. loss of profits, loss of business, loss of savings, depletion of goodwill or similar losses, or pure economic loss;
12.2.2. loss or corruption of data or information; or
12.2.3. special, indirect, incidental, punitive, exemplary or consequential loss or damage, in each case however arising under or in connection with this Agreement, and even if the Supplier or the Customer was aware of the possibility that such loss or damage might be incurred.
12.3. Subject to Clauses 12.1 and 12.2, and save for the Customer's payment obligations in respect of the Subscription Fees, the total aggregate liability of either Party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the performance, non-performance or contemplated performance of this Agreement, shall in no event exceed the lesser of: (a) EUR 50,000 (fifty thousand euros); and (b) the total Subscription Fees paid by the Customer to the Supplier in the twelve (12) months immediately preceding the event giving rise to the claim.
12.4. The provisions of this Agreement allocate risks between the Supplier and the Customer and form an essential basis of the bargain between the Parties. The Supplier's pricing reflects this allocation of risks and the limitation of liability set out in this Clause 12. The provisions of this Clause 12 shall apply to the fullest extent permitted by Applicable Law, even if any remedy fails its essential purpose.
13. CONFIDENTIALITY
13.1. The Receiving Party shall:
13.1.1. only use (including making copies of) Confidential Information in connection with and to the extent necessary for the purposes of this Agreement;
13.1.2. not disclose the Confidential Information to any person except with the prior written consent of the Disclosing Party or in accordance with Clause 13.2; and
13.1.3. keep all Confidential Information secret and securely protected against theft or unauthorised access.
13.2. The Receiving Party may disclose Confidential Information to its legal advisors who are subject to statutory obligations of professional confidentiality, to the extent necessary for the purposes of obtaining legal advice in connection with this Agreement.
13.3. The Receiving Party may disclose Confidential Information to any regulator, law enforcement agency or other third party if required to do so by Applicable Law or similar authority. In such circumstances, the Receiving Party shall (to the extent practicable and lawful to do so) notify the Disclosing Party in writing as soon as practicable before the disclosure and shall use all reasonable endeavours to consult with the Disclosing Party with a view to agreeing the timing, manner and extent of the disclosure.
13.4. All Confidential Information shall remain the property of the Disclosing Party, which reserves all rights therein. Nothing in this Agreement shall operate to transfer, or operate as a grant of any licence or right to use, any Intellectual Property Rights in the Confidential Information.
13.5. The Parties' obligations under this Clause 13 shall continue in force for five (5) years after the termination or expiry of this Agreement. Notwithstanding the foregoing, the obligations of confidentiality with respect to any Confidential Information that constitutes a trade secret shall continue indefinitely for as long as such information remains a trade secret.
13.6. Each Party acknowledges that damages alone would not be an adequate remedy in the event of a breach of this Clause 13 by the other Party. Accordingly, either Party shall be entitled, without proof of special damages, to seek injunctive or other interim relief for any threatened or actual breach of this Clause 13, without prejudice to any other rights and remedies which that Party may have.
14. TERM, TERMINATION AND SUSPENSION
Termination for Convenience
14.1. Unless the Order Form specifies different terms regarding the Agreement’s term or termination periods, the following shall apply: Either Party may terminate this Agreement for convenience in accordance with this clause 14.1 by giving written notice to the other Party. If the Customer terminates this Agreement for convenience, the termination shall take effect on the last day of the calendar month in which such notice is given. If the Supplier terminates this Agreement for convenience, the termination shall take effect immediately upon the giving of such notice or at such later date as the Supplier may determine at its sole discretion.
Effects of Termination
14.2. On termination of this Agreement for any reason:
14.2.1. all licences and other rights granted under this Agreement shall immediately terminate and the Customer and the Customer Users shall immediately cease all use of the Service;
14.2.2. the Supplier may immediately end the Customer's and the Customer Users' use of and access to the Service;
14.2.3. the Customer shall immediately pay all sums and amounts payable to the Supplier under the terms of this Agreement;
14.2.4. each Party shall return or destroy, and make no further use of, any equipment, property, materials and other items (and all copies of them) belonging to the other Party, including the other Party's Confidential Information, except that the Supplier may retain reasonable professional records and shall be entitled to retain the Customer's Confidential Information for the purposes of internal audit, litigation and/or compliance with Applicable Law;
14.2.5. the Supplier shall have no obligation to retain Customer Data after the expiry of thirty (30) days from the date of termination, and the Supplier may destroy or otherwise dispose of any Customer Data in its possession at any point thirty (30) days or more after termination of this Agreement; and
14.2.6. any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination shall not be affected or prejudiced.
14.3. Clauses 1 to 17 and any other provisions which are necessary for the interpretation or enforcement of this Agreement shall continue in force notwithstanding termination.
Suspension
14.4. The Supplier may suspend or limit the Customer's right to access or use any portion or all of the Service immediately upon notice to the Customer if the Supplier determines, acting reasonably, that:
14.4.1. the Customer's or a Customer User's use of or access to the Service: (a) poses a security risk to the Supplier, the Service or any third party; (b) may adversely impact the availability or performance of the Service or the systems of any other customer of the Supplier; (c) may subject the Supplier or any third party to liability; or (d) may be fraudulent; or
14.4.2. the Customer or any Customer User is in material breach of this Agreement.
14.5. The Supplier shall reinstate the suspended Service once it has established that the cause of the suspension has been remedied or has ceased to exist. Where the cause of the suspension persists for more than thirty (30) days, the Supplier may immediately terminate this Agreement without incurring any liability to the Customer.
15. SWITCHING
15.1. This Clause 15 applies to the extent that the Customer exercises its right to switch to another provider or to an on-premises solution in accordance with Regulation (EU) 2023/2854 of the European Parliament and of the Council (the "Data Act"). This Clause does not create a general right for the Customer to terminate this Agreement early.
Switching Request
15.2. To initiate a switch, the Customer must submit a written request to the Supplier (a "Switching Request") specifying: (a) the intended new provider or infrastructure environment; (b) the desired start date for the Transitional Period (which shall not be less than two (2) months after the date of the Switching Request); and (c) the Exportable Data that the Customer wishes to export, by reference to the data formats and structures listed in the Supplier's online register of available data formats and interfaces maintained in accordance with the Data Act.
Transitional Period
15.3. The Transitional Period shall commence on the date agreed in the Switching Request and shall, as a default, last thirty (30) calendar days. If a thirty-day Transitional Period is technically infeasible, the Supplier shall notify the Customer in writing within fourteen (14) working days of receipt of the Switching Request, setting out the technical reasons for the infeasibility and the expected duration of the required extension. In such a case, the Transitional Period shall be extended by the minimum period necessary and shall not exceed seven (7) months in total. The Customer may extend the Transitional Period once by written notice to the Supplier.
15.4. During the Transitional Period, the Supplier shall: (a) continue to provide the Service at the agreed service level; (b) maintain the security and integrity of Customer Data; and (c) provide reasonable technical assistance to facilitate the export of Exportable Data. The Supplier is under no obligation to develop new technology or interfaces, to transfer Intellectual Property Rights or trade secrets, or to take any action that would compromise the security or integrity of the Service or Customer Data.
15.5. The Customer shall cooperate in good faith with the Supplier during the Transitional Period to facilitate an orderly switch.
Retrieval Period and Deletion
15.6. Following the end of the Transitional Period, the Customer shall have a period of at least thirty (30) calendar days (the "Retrieval Period") during which it may retrieve any remaining Exportable Data. Following the expiry of the Retrieval Period, the Supplier may delete the Exportable Data, unless Data Protection Legislation or other Applicable Law requires its continued retention.
Switching Charges
15.7. Switching charges, where applicable, shall be determined in accordance with the Data Act. From 12 January 2027, the Supplier shall not impose switching charges. Prior to that date, any switching charges shall be reduced switching charges capped at the costs directly linked to the switching process, as set out in the Data Act.
16. NOTICES
16.1. Any notice required to be given under this Agreement shall be in writing in English and shall be delivered by email to the other Party at its email address as set out in the Order Form.
16.2. A notice sent by email shall be deemed to have been received at the time and date of transmission shown on the saved sent copy kept by the sender (or if delivery is not during business hours, at 9.00 am (EET) on the first Business Day following delivery).
16.3. This Clause 16 shall not apply to the service of legal proceedings.
17. GOVERNING LAW AND DISPUTE RESOLUTION
17.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Finland.
17.2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.
17.3. Any dispute, controversy or claim arising out of or relating to this Agreement, 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 number of arbitrators shall be one.
The seat of arbitration shall be Helsinki, Finland.
The language of the arbitration shall be English unless the Parties agree otherwise.
18. CONSUMER TERMS
18.1. General Provisions. This Clause 18 applies solely where the Customer is a Consumer. In the event of any conflict between this Clause 18 and any other provision of this Agreement, this Clause 18 shall prevail to the extent of the conflict. Nothing in this Agreement shall limit or exclude any rights that the Customer has as a Consumer under mandatory, applicable Consumer Protection Law to the extent that such rights cannot lawfully be excluded or restricted.
18.2. Right of withdrawal. Where this Agreement is concluded online or otherwise by distance or off-premises means, the Customer shall have the right to withdraw from this Agreement within fourteen (14) days from the date on which this Agreement is entered into, without giving any reason and without incurring any cost beyond those expressly provided for by law.
18.3. Refunds. Notwithstanding Clause 1 of these Terms, where the Customer validly exercises the right of withdrawal under Clause 18.2, the Supplier shall reimburse all payments of Subscription Fees received from the Customer without undue delay. Where, at the Customer’s request, the performance of the Service has begun during the withdrawal period, the Supplier is entitled to retain an amount of Subscription Fees paid by the Customer that is proportionate to the Service provided up to the time the Supplier is informed of the Customer’s exercise of the right of withdrawal. The reimbursement shall be made using the same means of payment as used for the original transaction, unless the Customer has expressly agreed otherwise, and in any event at no cost to the Customer.
18.4. Changes to terms and pricing. Notwithstanding any other provision of this Agreement, any change to the Subscription Fees or to these Terms that is to the detriment of the Customer shall be made only on a justified and proportionate basis, shall be communicated clearly and in advance, and the Customer may terminate this Agreement free of charge and without penalty before the change takes effect. Without limitation to the foregoing, such changes may be made only where they are based on one or more of the following justified reasons:
18.4.1. changes in applicable law, regulation, binding authority guidance, or regulatory interpretation that require amendments to the Service, pricing structure or contractual terms;
18.4.2. changes required to maintain the compliance, security, integrity or lawful operation of the Service, including changes related to data protection, information security, cybersecurity, or risk management obligations;
18.4.3. material changes to third-party services, infrastructure, platforms, APIs or licensing terms on which the Service relies and which are outside the Supplier’s reasonable control;
18.4.4. changes to the scope, functionality or technical characteristics of the Service, including the introduction of new features, the modification of existing features, or the discontinuation of features, provided that such changes are not purely cosmetic and have a material impact on costs or value;
18.4.5. changes necessary to address objectively demonstrable increases in the Supplier’s costs of providing the Service, including infrastructure, hosting, security, compliance or maintenance costs, where such increases could not reasonably have been anticipated at the time the Agreement was concluded;
18.4.6. changes made to prevent abuse, misuse or activities that materially impair the performance, security or availability of the Service for other customers; or
18.4.7. changes resulting from the Supplier’s reorganisation, merger, acquisition or change of control, to the extent that such change necessitates amendments to the pricing or contractual structure of the Service.
18.5. Dispute resolution. Notwithstanding Clause 17 of these Terms, the mandatory arbitration provisions of Clause 17.3 shall not apply to the Customer. The Customer may also bring any dispute before the relevant consumer dispute resolution body. In Finland, the relevant body is the Consumer Disputes Board (kuluttajariitalautakunta), available at www.kuluttajariitalautakunta.fi (http://www.kuluttajariitalautakunta.fi/).
18.6. Disclaimers and limitation of liability. The disclaimers, exclusions and limitations of liability set out in this Agreement apply to the Customer only to the extent permitted by mandatory consumer law and shall not exclude or restrict the Supplier's statutory liability for non-conforming Services or digital content where such liability cannot be excluded.
19. MISCELLANEOUS
19.1. Force Majeure. Neither Party shall be in breach of this Agreement nor liable for any delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network or the internet, act of God, war, pandemic, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or sub-contractors. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing its obligations, provided that if the period of delay or non-performance continues for three (3) months, either Party may terminate this Agreement by giving thirty (30) days' written notice to the other Party.
19.2. No Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by Applicable Law shall not constitute a waiver of that right, power or remedy. If a Party waives a breach of any provision of this Agreement, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
19.3. Rights and Remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by Applicable Law.
19.4. Severance. If any provision, or part of a provision, of this Agreement is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of the provisions of this Agreement shall not be affected, unless otherwise required by operation of Applicable Law. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
19.5. Assignment. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement to its Affiliates or in connection with a merger, acquisition or sale of all or substantially all of its assets, without the Customer's prior consent. The Customer shall enter into any further agreements reasonably required by the Supplier to give effect to the above.
19.6. Relationship of the Parties. Nothing in this Agreement is intended to, or shall be deemed to, establish or constitute any partnership or joint venture between the Parties, create a relationship of principal and agent for any purpose between the Parties, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.
19.7. Entire Agreement. This Agreement constitutes the entire agreement between the Parties in relation to its subject matter. It replaces and extinguishes all prior agreements, collateral warranties, collateral contracts, statements, representations and undertakings made by or on behalf of the Parties, whether oral or written, in relation to that subject matter. Each Party acknowledges that in entering into this Agreement it has not relied upon any collateral warranties, collateral contracts, statements, representations or undertakings, whether oral or written, which were made by or on behalf of the other Party and which are not set out in this Agreement. Each Party hereby waives all rights and remedies which might otherwise be available to it in relation to such prior statements or representations. Nothing in this Clause shall exclude or restrict the liability of either Party arising out of its pre-contractual fraudulent misrepresentation or fraudulent concealment.
19.8. Amendments. The Supplier may amend these Terms unilaterally as it deems necessary, including in response to changes in the Supplier's field of business, the Service or the applicable regulatory framework. The Supplier shall notify the Customer of material amendments at least thirty (30) days in advance, unless compliance with Applicable Law or regulation requires that the amendments be made sooner. If the Customer does not wish to accept a material amendment, the Customer may terminate this Agreement by written notice to the Supplier within thirty (30) days of receiving notification of the amendment. Continued use of the Service after the expiry of the notice period shall constitute the Customer's acceptance of the amended Terms. Any amendment not mentioned in these Terms to an Order Form shall require mutual written agreement.
19.9. Conflicts. In the event of any conflict between the Order Form and these Terms, the conflict shall be resolved by giving priority, first, to the Order Form; and, second, to these Terms (including any schedules hereto).
19.10. Third-Party Services. The Supplier may use third-party services, software or infrastructure in providing the Service. The Supplier assumes no responsibility for the performance, availability or security of such third-party services and shall not be liable for any failure or deficiency thereof.
19.11. Third-Party Rights. A person who is not a party to this Agreement may not enforce any of its provisions nor bring a claim for the recovery of any losses, liabilities, expenses or costs arising out of or relating to this Agreement or the Service, except that the Supplier Personnel shall be entitled to rely on and enforce the provisions of Clauses 5, 11 and 12. The consent of any third party is not necessary for any variation or termination of this Agreement. All claims brought by the Customer under or as a result of this Agreement shall be brought against the Supplier only and not any Supplier Personnel.
19.12. Upstream Dependencies. The Service may integrate with or depend upon Third-Party Platforms. The Supplier shall not be liable for any service disruption, outage, degraded performance or other limitation of the Service arising from or caused by any Third-Party Platform or any other upstream dependency that is beyond the Supplier's reasonable control. The provisions of Clause 19.1 (Force Majeure) are without prejudice to this Clause 19.12.
19.13. Marketing Rights. The Parties grant each other the right to identify the Customer as a user of the Service in marketing materials. Either Party may withdraw this consent at any time by giving written notice to the other Party, following which the other Party shall, within a reasonable period, cease to use the withdrawing Party's name or logo in any new marketing materials and shall, to the extent reasonably practicable, update or remove existing materials.
19.14. Notifications. All notifications to the Supplier under the Agreement shall be made to legal@avrea.com.
Interpretation
The following rules of interpretation shall apply in this Agreement:
(a) Clause and Schedule headings are for convenience only and shall not affect the
interpretation of this Agreement.
(b) Unless the context otherwise requires: (i) words in the singular shall include the plural and
in the plural include the singular; and (ii) a reference to one gender shall include a reference
to the other genders.
(c) A reference to writing or written includes electronic forms including email.
(d) References to Clauses are to the clauses of these Terms.
(e) A reference to a statute or statutory provision is a reference to it as it is in force as at the
date of this Agreement and as amended by any subsequent statute or statutory provision.
Where a change to a statute or statutory provision results in the Supplier and/or any
Supplier Affiliates or sub-contractors incurring additional or increased costs to achieve
compliance in relation to the Service, the Supplier reserves the right to charge fees to reflect
such additional or increased costs on no less than thirty (30) days' prior written notice.
(f) Any phrase introduced by the expressions including, includes, in particular or any similar
expression shall be construed as illustrative only and shall not limit the sense of the words
preceding those terms.
(g) The terms "controller", "processor", "personal data" and "process" shall be interpreted in
accordance with the GDPR or other applicable Data Protection Legislation in the relevant
jurisdiction.
(h) Capitalised terms used in these


