General terms and conditions of supply for AAC Global Oy’s (“AAC”) services 

AAC Global Oy’s ecommerce learning services operate under the Acolad brand name.

1                         SCOPE OF APPLICATION

The general terms and conditions for AAC’s services apply to all services supplied by AAC to customers (hereinafter referred to as “the Customer” or “the Customers”) unless otherwise agreed between the parties in writing.

AAC’s services refer to those services produced by AAC that have their service descriptions appended to the Agreement between the parties, or to a separately specified services offered by AAC to the Customer (hereinafter referred to as “the Service” or “the Services”).

 

2                         DEFINITIONS

2.1                      “AAC Material”

refers to AAC’s work protected by copyright (such as AAC’s Learning Materials), AAC’s glossary/term bank, and any other material that was not created specifically and exclusively for the Customer and that AAC or another company in the same Group or its partner has created or obtained. All the above material will remain in the exclusive ownership of AAC.

2.2                      “Translation”

refers to a translation created on the basis of a Service provided by AAC.

2.3                      “Learning content”

refers to AAC Material produced as a result of a Service provided by AAC or separately for any learning purposes.

2.4                      “Reference material”

refers to material that is supplied by the Customer to AAC and used in providing the Service.

2.5                      “Parties”

refers to the Customer and AAC collectively.

2.6                      “Service Output”

refers to material or other output created on the basis of each Service provided by AAC.

2.7                      “Portal”

refers to an electronic language and communication service that is owned by AAC and through which it possible, for example, to order translations or enroll on a language course.

 

2.8.                    “Web shop”

refers to a public website from which Customers are able to order and purchase Services.

2.9                      “Agreement”

refers to the Service supply agreement between the Parties.

 

2.10                   “Order”

refers to a purchase done by the Customer on Webshop, Portal, email or other ordering channel.

 

2.11                   “Order Confirmation”

refers to a notice sent by AAC to Customer where AAC confirms the receipt of Customer’s order.

2.12                   “Assignment”

refers to a Service supplied to the Customer on the basis of the Customer’s offer request and AAC’s offer accepted.

 

2.13                   “License”

refers to a right to use the Service Output or Learning content that AAC grants to Customer based on Customer’s Order.

 

2.14                   “Payment service”

refers to a service AAC provides to Customer where the Customer has the possibility to pay for the Service Output as immediate purchase on the Webshop. External provider is used to arrange for this Payment service.

 

3                         SUPPLY OF SERVICES

3.1                      Prerequisites of supply

The Customer must provide AAC, at the agreed time or, if no specific time has been agreed, without delay, the information required for supplying the Service. The Customer must inform AAC in case there are changes regarding the information provided and this will affect the supply of the Service. The Customer is responsible to AAC for ensuring that the information provided by the Customer is correct, up to date, accurate, and sufficient.

3.2                      Ordering and performing Services

The contents of the Service to be supplied to the Customer are specified in the product descriptions on Webshop. The Customer orders the Service by submitting an Order  to AAC for the Services to be supplied. On the basis of the Order, AAC delivers the Services and Learning content to Customer. .

3.3                      Delivery time or schedule

AAC is obligated to deliver the Service to the Customer within the delivery time agreed and within a reasonable time from receiving the Order, unless otherwise agreed in writing between the Parties. AAC will not assume responsibility to the Customer for not being able to start or complete the supply of Service due to reasons that are not attributable to AAC.

 

3.4                      Acceptance of delivery and defect in the Service

For its part, the Customer must use its best endeavors to contribute to AAC being able to supply the Services in the agreed manner.

The delivery of Services will be deemed accepted if the Customer does not file a complaint regarding errors or defects in supplying the Services within thirty (30) weekdays fromthe delivery of the Service. If the Customer fails to complain within the above time, the Customer loses its right to plead a defect as defined below.

Unless otherwise agreed, the Service has a defect if the Service substantially deviates from what has been agreed on the Service properties between AAC and the Customer, in product or service descriptions (hereinafter referred to as “the Defect”). The Customer shall submit a written description of the Defect to AAC.

AAC is entitled to rectify the Defect or, if rectifying the Service Defect is not possible, to perform the Service again in the manner agreed with the Customer. The rectification of Service Defects does not apply to Defects caused by the Customer’s negligence, carelessness, defects or shortcomings in the Source Material or the Reference Material, or actions contrary to the instructions regarding the use of the Service.

The obligations of AAC to rectify the Defect specified in this clause constitute the entire liability of AAC regarding Service Defects.

 

 

3.5                      Producing the Service

AAC supplies the Service using the methods and processes of its choice, and observes good practices and current laws in all its Services-related actions. However, AAC has the right to change the method of producing the Services when required, provided that the content of Services is not significantly altered. AAC endeavors to notify the Customer of such changes as early as possible. AAC has the right to use subcontractors for producing the Service and supplying it to the Customer. AAC is responsible for its subcontractors’ work as it is for its own. AAC uses its best endeavors to have the Services produced correspond to the purpose specified by the Customer in the Order Confirmation to ensure that the Service Outcome is without fault with regard to its quality.

3.6                      Delays

Should AAC notice in the course of supplying the Service that the Service will not be completed by the agreed delivery time, AAC shall immediately inform the Customer and provide an estimate of the new delivery time.

 

3.7                      Cancelling an Order

An Order placed on the Webshope by the Customer is binding. If the Customer cancels an Order when the supply of the Service is already in progress, or at such a stage that supplying the Service has already incurred costs for AAC, the Customer is liable to compensate those incurred costs or to pay for that portion of the work that was completed before the Assignment was cancelled.

 

If an instructor-led session – online or onsite – that has been scheduled as part of a training course (hybrid learning path, group training or one-to-one training package) is cancelled no later than two (2) working days before the scheduled date, the session can be rescheduled. If a session scheduled as part of a training course is cancelled later than two (2) days before the scheduled date, AAC will regard it as having taken place.

 

 

4                         RIGHT OF USE AND RESPONSIBILITY FOR THE SERVICE

4.1                      Rights to Service content

The Customer is granted the right to use the Service Output produced on the basis of the Service after the Customer has paid the price charged for the Service in full to AAC. The right to use the Service Output may be limited to a certain period of time, depending on the License purchased. If the Service Output contains AAC Material, the Customer has the right to use the ServiceOutput in conjunction with the delivery of the Service performed by AAC, and the rights of use remain valid for the term of validity of the Agreement or License between AAC and the Customer, unless otherwise agreed in writing between the Parties.

 

AAC and its partners hold a copyright and title to the Service Output, AAC Material, Learning content and term/word databases created as a result of the Service.

The Customer will not obtain title or copyright to such computer software and products used in the Services that have been licensed from a third party or to which the Customer obtains rights of use from AAC’s subcontractor on the basis of a separate License agreement or other arrangement.

If the Customer agrees on starting to use AAC’s Portal or AAC’s Webshop, AAC or its partners will hold the title and copyright to the Portal, Webshopand other software applications referred to in the service descriptions of the Services or in these Terms and Conditions. The Customer does not have the right to transfer, copy or modify the software applications used in the Service, AAC Material, passwords or any other similar material without the written consent of AAC.

 

 

4.2                      Responsibility for the contents and use of the Service

AAAC is responsible for ensuring that the AAC Material it produces for the Service complies with the law and good practices. AAC is liable to compensate the Customer for such losses that the Customer has suffered because AAC Material infringes a third party copyright or patent, business secret, trademark or service trademark valid at the time of signing the Agreement (hereinafter referred to as “the Incorporeal Rights”). The above liability of AAC to pay compensation requires that the Customer: (a) informs AAC immediately of the claim of the third party, (b) provides AAC with an opportunity to respond to and control the actions related to settling the dispute, (c) assists AAC in the actions related to settling the dispute, (d) stops using the AAC Material when requested to do so by AAC.

However, the above conditions will not apply to infringements that are caused by: (a) using AAC Material or Service Output contrary to instructions, or the Customer using them in a context different to the one for they were produced for the Customer; or (b) having made such amendments or further specifications to the AAC Material or Service Output that AAC had not approved in writing beforehand; (c) the Customer transferring the AAC Material separate from the Service Output for use by a third party; (d) or the Source or Reference Material or any other similar information, material or definitions supplied by the Customer to AAC.

If there are valid grounds and a fair probability for assuming that AAC Material or part of it might be considered to infringe the Incorporeal Rights held by a third party, AAC may, within a reasonable time and at its discretion, either: (a) replace, at its own cost, the AAC Material or part of it with other material that does not infringe the Incorporeal Rights held by a third party; or (b) make such amendments to the AAC Material that it no longer infringes the Incorporeal Rights held by a third party. If AAC is incapable of carrying out the action set out in (a) or (b) above, the Customer must return to AAC the AAC Material

infringing the Incorporeal Rights held by a third party. AAC’s maximum liability towards the Customer as a result of such an infringement is limited to the fee for any Service that the Customer pays to AAC and for which the AAC Material has been used.

The conditions set out in clause 4.2 define the entire liability of AAC, and they also deter- mine the Customer’s exclusive and sole grounds for demanding compensation from AAC for any infringement or alleged infringement of Incorporeal Rights held by a third party.

 

 

5                         FEES AND PAYMENT TERMS

Unless otherwise agreed in writing between the Parties, the Customer is obligated to pay AAC for the Service the charges and/or fees for the Service specified in Webshop or in a separate written Agreement between the Parties.

The purchased Services are paid immediately in the Webshop by using Payment services provided. If the Parties agree on AAC issuing an invoice for the Services supplied, instead of immediate payment, the term of payment is fourteen (14) days net from the date of Service invoice. An invoicing charge is added to each invoice delivered by AAC to the Customer.

If the Customer’s payment is delayed, AAC is entitled to charge the Customer, in addition to the delayed payments and/or collection and handling charges, interest for late payment in accordance with the current Interest Act of Finland, starting from the due date of the invoice. AAC is entitled to discontinue its performance under the agreement if the Customer fails to pay its invoice in time.

 

 

6                         CHANGES REQUESTED BY THE CUSTOMER REGARDING INDIVIDUAL ORDERS

The contents, schedule and price of the Service provided to the Customer on the basis of an individual Order are based on the contents of the agreed Assignment, on Service descriptions or on Webshop product descriptions. If the Customer requires changes or alterations to the contents of the Assignment, or the Service included in it, all changes need to be confirmed in writing by both Parties, including information on the cost effect of the potential changes. If changes take place in the information, material or other circumstances forming the basis of the Assignment and they are not attributable to AAC or within its scope of responsibility (such as the Customer’s errors and delays, time schedule alterations made by the Customer, or changes in the Reference or Source Material or delays caused by third parties), they will be deemed alterations to the Assignment that entitle changing the contents, schedule and price of the Assignment correspondingly.

 

8                         CONFIDENTIAL INFORMATION

“Confidential Information” refers to all information and material that the Customer and AAC give each other in the course of supplying the Service and in relation to the Service, and: (a) that bears markings denoting confidentiality or the other Party’s ownership;

(b) that must be treated as confidential due to its properties and nature. However, Confidential Information does not include such results of work or information developed in conjunction with supplying the Service that: (i) was already known to the other Party at the time it was divulged; (ii) is or will be in the public domain without any wrongful or careless action by the other Party; (iii) was developed independently without using the

other Party’s Confidential Information; or (iv) was received from a third party not bound by confidentiality and that therefore does not breach this obligation.

 

 

 

 

Neither Party must use or divulge to third parties the other Party’s Confidential Information without the written advance consent of the other Party, with the exception of its employees, representatives and subcontractors who, for the purpose of the agreement or production of the Services, need to obtain Confidential Information.

Both Parties undertake to protect the other Party’s Confidential Information and keep it in a safe manner. Unless otherwise agreed, the Parties shall return to the other Party all that Party’s confidential information obtained when the Agreement between AAC and the Customer expires. In case returning it is not possible, any Confidential Information belonging to the other Party must be destroyed. The restrictions and obligations associated with confidentiality will expire two (2) years after the expiry of the Agreement.

 

 

11                       PERSONAL DATA

The Customer accepts that in order to perform the Services, AAC may obtain from the Customer personal data relating to its employees, directors, customers or other third parties that the Customer has business dealings with (hereinafter referred to as “the Customer’s Personal Data”) and that it may be necessary for AAC to process such Customer’s Personal Data and/or transfer it to companies within the same Group outside Finland, however, not outside the EU/EEC.

The Customer has obtained the necessary consent that AAC needs in order to process the Customer’s Personal Data and allows AAC to process the Customer’s Personal Data in compliance with the laws governing the protection of privacy and personal data to the extent necessary for performing the Services. The Customer will continue to keep the register of the Customer’s Personal Data. The Customer accepts that AAC and the companies within the same Group have the right to process such personal data of the Customer’s employees that AAC deems necessary for performing the Service.

 

12                       FORCE MAJEURE

The Customer or AAC will not be responsible towards the other Party for delays caused by circumstances beyond their reasonable control. Such circumstances include, but are not limited to, the following: fire or other accident, strike or labor action, interruptions in telecommunications or electricity supply, war or some other act of violence, accident or any act, decree, regulation or decision issued by a public body or authority (hereinafter referred to as “the Grounds for Release”). Force Majeure conditions faced by AAC’s

subcontractors will also be deemed as Grounds for Release regarding AAC. Each Party must immediately inform the other Party of the onset and end of Force Majeure conditions. If the Force Majeure conditions prevail for more than two (2) months, the other Party is entitled to rescind the Assignment regarding the supply of a Service.

 

13                       LIMITATION OF LIABILITY

Neither Party will be liable towards the other Party for consequential or indirect damage, expenses or losses (including lost profits and replacement purchases). In all cases, AAC’s liability for damage is limited to the amount paid by the Customer to AAC for the Assignment or for the Order causing the damage attributable to AAC.

AAC will neither be liable to pay the Customer compensation for damage caused by reasons attributable to the Customer or third parties. AAC is under no obligation to compensate for damage caused by reasons beyond AAC’s control (such as telecommunications problems, natural phenomena or similar). AAC is neither liable to pay compensation for any compensation for damage, refunds, nor other types of compensation possibly paid by the Customer to third parties.

 

Compensation must be claimed from the other Party within one (1) month from the date on which the Party detected, or should have detected, the negligence, action or Defect entitling to compensation.

This clause exhaustively stipulates the amount and extent of the Parties’ liability to pay compensation.

 

15                       VALIDITY OF AND AMENDMENTS TO THE GENERAL TERMS AND CONDITIONS

These general terms and conditions become effective on 29 September  2019 and remain valid until further notice. AAC has the right to amend the general terms and conditions. The amended terms and conditions become binding on the Customer within one (1) month from the date on which the Customer was sent a written notification with the new general terms and conditions. If the Customer does not accept the new general terms and conditions, the Customer must inform AAC of this within two (2) weeks from the notice sent by AAC. In this case, the Customer has the right to terminate the Agreement between AAC and the Customer; if the Agreement is not terminated, the new terms and conditions become effective two (2) months after the Customer announced its refusal.

 

17                       VALIDITY

The supply based on an Assignment or Order that is not based on the Agreement between the Parties is deemed complete when the Service has been delivered to the Customer. When the delivery of the Service is completed, the Customer must pay to AAC all the charges and expenses based on the supply of the Services.

 

18                       SETTLEMENT OF DISPUTES AND APPLICABLE LAW

Any disputes between the Parties arising from and caused by the supply of Services shall be primarily settled through negotiations between the Parties. If the Parties fail to reach a consensus in their negotiations, the disputes shall be finally settled by arbitration for which the Central Chamber of Commerce shall appoint one arbitrator. The rules of the Arbitration Board of the Central Chamber of Commerce shall govern the arbitration proceedings.

The place of jurisdiction shall be Helsinki, and the law of Finland shall be applied to the agreement and supply of Services. The United Nations Convention on Contracts for the International Sale of Goods will not be applied to the agreement or to supplying the Services.

  

AAC GLOBAL, an Acolad company customersupport@aacglobal.com

Porkkalankatu 20 C FI-00180 Helsinki

tel. +358 9 4766 7800