CeLLife Standard Terms And Conditions

1. APPLICATION OF THE TERMS 

These general sales terms (“Terms”) apply to, and form part of, Agreement(s) on purchases of Products, Services or Consulting provided by CeLLife Technologies Oy (“CeLLife” or “Supplier”) to the customer (“Customer”). Without limiting the foregoing, any additional or conflicting terms specified in any purchase order or other document issued by Customer are, unless specifically acknowledged and agreed by Supplier in writing, deemed proposals only and are hereby rejected. Supplier and Customer are also hereinafter referred to each as a “Party” and together as ”Parties”.

These Terms will also be applicable in case a reseller of Supplier is selling the Products to the Customer and these Terms have been attached to that contract. In such situations, the reseller is considered to be Supplier under these Terms and the reseller assumes all rights and obligations towards Customer. In such a case CeLLife Technologies Oy is not a contracting party with Customer and any and all claims should be made to the reseller alone, provided that Customer provides CeLLife Technologies Oy the rights granted under Section “Data” to CeLLife Technologies Oy and not to the contracting party.

2. DEFINITIONS

The following terms shall have the meanings assigned to them herein, unless otherwise agreed in the Agreement:

“Agreement” shall mean an agreement, in which the Parties agree in writing on provision of Products, Services and/or Consulting to Customer, such as (i) an agreement signed (manually or electronically) by the Parties, (ii) Supplier’s offer accepted in writing (by manual signature, email confirmation or otherwise electronically) by Customer, or (iii) Customer’s order accepted by Supplier (by manual signature, email confirmation or otherwise electronically).

“Documentation” shall mean usage manuals and specifications in written or electronic format that are supplied by Supplier to Customer along with the Products or Services but excluding marketing materials.

“Error” shall mean an error in the Product’s material or workmanship, which causes the Product not to function at all or not to function materially as set out in the Documentation.

“Intellectual Property Rights” shall mean any and all intellectual property rights, such as patents, inventions, rights in designs, rights in know-how, trademarks, database rights, trade secrets, domain names, techniques, methods and copyrights (including without limitation right to amend and further develop as well as assign one’s rights), in each case whether registered or not, whether registrable or not, and including applications for grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may now or at any time hereafter exist anywhere in the world.

“Products” shall mean measurement devices and related hardware provided by Supplier to Customer.

“Service” shall mean access by Customer via web-based user interface or client software to Supplier’s system or separate reporting to view information about and related to battery cells generated by Products and Service.

“Consulting” shall mean professional services provided by Supplier to Customer from time to time not including Service.

3. ORDERING AND DELIVERY OF THE PRODUCTS, RISK AND TITLE 

Customer shall place each order (“Order”) in writing as instructed by Supplier from time to time. The Orders are subject to a written acceptance by Supplier and there is no obligation for Supplier to accept an Order. Supplier’s acceptance is deemed if Supplier delivers ordered Products.

Supplier will use reasonable efforts to provide the Products within the agreed delivery times. Supplier will notify Customer of any expected delays.

Customer shall examine the Products upon delivery. Customer shall notify any defect in quality, volume, weight or condition of the Products or their failure to correspond with specifications to Supplier in writing within 14 days from (i) date of delivery or (ii) (where the defect or failure was not apparent on reasonable inspection) the date the defect or failure was or ought to have been discovered. If Customer fails to notify Supplier accordingly, Customer shall be treated as having waived all claims connected with the matter which should have been notified.

Unless otherwise agreed, delivery term will be FCA Supplier’s factory in Finland (Incoterms 2020). Risk of loss and damage to the Products will pass to Customer according to the relevant Incoterm.

Ownership of the Products shall not pass to Customer until Supplier has received in full all sums due to him in respect of the Products. If Products are rented, the Supplier or its assignees or transferees retain ownership of the Product. Customer is responsible for returning rented Products and loss and damage thereto. Customer will compensate the repair cost of a damaged Product, the list price of a lost or unreturned Product less than 24 months old, and the Product’s replacement price thereafter.

4. SERVICES AND CONSULTANCY

Supplier may modify, enhance, correct, update and upgrade the Service and modify its Documentation., Supplier may terminate the Services or suspend the production of the Service or access to its system e.g., for the purposes of installation, change or maintenance work. Supplier will use reasonable efforts to minimize the downtime and inform the Customer in advance of any such downtime.

Customer has the right to use the Service solely for its internal business purposes as described in the Agreement, any service description or instructions issued by Supplier. The Customer ensures that user names and passwords are handled so that they do not end up in the possession of an unwanted party or outside the Customer’s organization.

Customer shall at its expense and risk acquire the equipment, utilities, connections, software and data security that are required for its use of the Service, and for the data transfer. Supplier may set requirements for such activities.

Consulting will be provided with due care and in a professional manner. Consulting provided by Supplier shall be deemed accepted if Customer does not report deficiencies within seven (7) days after the relevant Consulting services have been delivered.

5. WARRANTY AND SUPPORT

Supplier agrees to correct the Errors in the Products during the warranty period of twelve (12) months from delivery. After that period, any repairs will be chargeable. To correct an Error in a Product, Supplier may select to supply a replacement product to Customer and such replacement product may also be a refurbished unit. Correction may require Product to be sent to Supplier for repair. Any shipment of Product back to Supplier shall happen only upon Supplier’s written request and in such case, shipment is at Supplier’s expense. Errors with Products may also be corrected by remotely loading new software to them over the Internet.

Supplier’s aforesaid warranty does not cover, and Customer is responsible for all Errors that are caused by: (a) fair wear and tear, damage, negligence, abnormal working conditions, storage, application or a handling failure on Customer's side, or failure to follow Supplier's instructions (whether oral or written); (b) alterations or repairs made by anyone else than Supplier.

No warranty is provided for Products or Services: (a) at consultancy phase (b) provided as free of charge samples or trials; or (c) which have been used in breach of this Agreement.

The Service is provided on an as is and as available basis. The Supplier does not warrant that the Service is error-free. The Supplier will rectify errors in the Service in accordance with its standard software development process.

In case Consulting is not delivered according to the Agreement, the Supplier will upon Customer’s notice use commercially reasonable efforts to correct the deficiencies. If the Supplier fails to do so, the Customer is entitled to an appropriate reduction in the price of the Consulting.

Supplier’s obligations set forth in above in this Section 4 are Supplier’s sole and exclusive obligations and Customer’s sole and exclusive remedy with respect to Errors, defects, malfunctions or other matters relating to the Products and other materials, Services, Consulting and information furnished by Supplier hereunder or Customer’s use of them.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, THE PRODUCTS AND ANY OTHER MATERIALS OR SERVICES, CONSULTANCY AND INFORMATION ARE PROVIDED “AS IS” AND “AS-AVAILABLE.” SUPPLIER DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CUSTOMER USES THE SERVICE AND ALL RELATED INFORMATION, RECOMMENDATIONS AND DOCUMENTS AT ITS OWN RISK.

6. TERM AND TERMINATION

Term and voluntary termination

The term of the Agreement is stated in the Agreement. Orders for Products and Consulting are final once confirmed by Supplier.

Services that have been purchased for an initial term will renew automatically for year at a time unless terminated in writing one (1) month before expiry of the initial or extended term, as the case may be.

Otherwise, either Party may terminate this Agreement with three (3) months’ written notice.

On any termination or expiry, the provisions of this Agreement which are expressed and/or intended to survive termination, including without limitation to intellectual property clauses, confidentiality obligations, applicable law and place of jurisdiction shall survive. Any accrued rights or remedies of either Party at the date of termination are unaffected.

Termination for cause

Either Party may terminate the Agreement immediately with a written notice to the other Party in case: a) the other Party commits any material breach of the Agreement and fails to remedy the same within fourteen (14) days after receipt of a written notice by the other Party, or b) the other Party is adjudicated bankrupt or placed in liquidation, administration or an insolvency proceeding, discontinues the active conduct of its business, fails or is unable to pay its debts as they become due, or is or becomes insolvent.

7. INTELLECTUAL PROPERTY RIGHTS, THE RIGHT TO USE AND INDEMNITY

Each of the Parties owns Intellectual Property Rights owned or licensed by it when entering into this Agreement or subsequently developed by or on behalf of it outside the scope of the Agreement. Each of the Parties own data as set out in Section 8.

Title and Intellectual Property Rights in and to the Products, Services, all materials, software, service and documentation delivered or to be delivered by Supplier, as well as any copies, modifications, translations, amendments and derivatives thereof are property of and shall belong to Supplier and its licensors.

Customer is not entitled to repair, open, disassemble, decompile or reverse engineer or otherwise modify the Product, Service, or any software included in anything provided by or on behalf of the Supplier.

The Supplier shall at its own expense indemnify the Customer against claims presented against the Customer that a Product infringes third party intellectual property rights provided that the Customer promptly notifies the Supplier in writing of such presented claims and permits the Supplier to defend or settle the claims on behalf of the Customer and gives to the Supplier, at the request of the Supplier and at the Supplier’s expense, all reasonably necessary information and assistance available and the reasonably necessary authorisations. The Supplier shall pay all damages awarded in a trial or agreed to be paid to a third party if the Customer has acted in accordance with the foregoing.

If in the reasonable opinion of the Supplier a Product infringes third party intellectual property rights or if such infringement has been confirmed in a trial, the Supplier shall and may at its own expense and discretion either (a) obtain the right to continue use of the Product for the Customer; (b) replace the Product with a product or service that complies with the agreement and corresponds to the Products; or (c) modify the Product in order to eliminate the infringement in such a manner that the modified Product complies with the agreement. If none of the above-mentioned alternatives is available to the Supplier on reasonable terms, the Customer shall, at the request of the Supplier, stop using the Product and return it, and the Supplier shall refund the price paid by the Customer for the Product or Service less the proportion of the price corresponding to the actual time of use.

The Supplier shall, however, not be liable if the claim (a) is asserted by a company, which exercises control over the Customer or which is controlled by the Customer; or (b) results from alteration of the Product by the Customer or from compliance with the Customer’s written instructions; or (c) results from use of the Product or Service in combination with any product, service or process not supplied or performed by the Supplier.

8. DATA

To deliver the agree Services to Customer, CeLLife will use and produce data. If Service is provided by a reseller, Customer agrees that CeLLife processes the data as provided below.

In this Clause:

“Metrics” refers to outputs agreed to be provided by Supplier to Customer based on the Service package purchased by Customer (for example, a health diagnosis, internal resistance values or CeLLife Indicators);

“Reference Data” refers to known ground truth information about batteries and cells (for example their chemistry, or measured capacity);

“CeLLife Measurements, Models, and Algorithms” refers to CeLLife’s proprietary measurements, algorithms, models, and logics used to produce Metrics.

Customer owns the Metrics reported for the measured products. Customer may use and communicate Metrics to its own customers and its suppliers for improving its customer service, production, and supply chain. Customer can disclose the Metrics publicly only with CeLLife’s prior written approval. Customer may not use Metrics to build new products or services or to train commercial models, to reverse engineer the CeLLife Measurements, Models, and Algorithms or any other CeLLife Intellectual Property, for licensing or sublicensing or any other usage not expressly permitted in writing.

Reference Data is owned by the Party providing or generating it.

CeLLife Measurements, Models, and Algorithms are and remain proprietary and confidential to CeLLife.

CeLLife may retain and use Reference Data, Metrics, and data and results processed in CeLLife Measurements, Models, and Algorithms to train its models and improve its Products and Services but may not disclose any customer-specific data to any other customer.

All Parties agree to safeguard data consistent with industry-standard encryption and access controls in physical and cloud environments. CeLLife may use contractors and third-party service providers to process data under strict security and confidentiality agreements.

Compliance with GDPR and data protection laws.

Each of the Parties will comply with data protection requirements applicable to it, including but not limited to Regulation (EU) 2016/679 (General Data Protection Regulation) in its handling of personal data.

Customer ensures no personally identifiable information (“PII”) is transferred to Supplier. If PII data is delivered contrary to the foregoing, the Customer must notify Supplier immediately so that the PII data can be removed at Customer’s cost. If PII is exceptionally used with a prior written agreement, Customer warrants it has obtained all required permissions and at all times has a valid lawful basis and required consents of the data subjects for processing or handling any personal data in connection with the Products, Services or Consulting. Supplier will be deemed to be a data processor acting on customer’s instructions in respect of any PII. Supplier is not responsible for recognizing PII or treating any data provided by Customer as PII data.

9. PRICES, ACCEPTANCE AND PAYMENT TERMS

Prices

If a price for some product or item has not been specified in the Agreement, it shall be in accordance with Supplier’s then current price list.

The Supplier may increase prices annually based on the increase in the consumer price index after the previous such price adjustment or entering into this Agreement.

Invoicing and Payment Terms

If not otherwise agreed in the Agreement:

(a) the prices for Products are invoiced and need to be received by the Supplier prior to the delivery of Products;

(b) Service and rental fees are billed monthly. Service fees are non-refundable and will run until the end of each billing period even if a Service or this Agreement has been terminated; and

(c) Consulting specified as work packages is billed 50% before starting the work package and 50% when the work is finished. Otherwise, Consulting is billed in arrears after completion or on a monthly basis, as defined by Supplier.

Invoices are payable within thirty (30) days from the date of the invoice. Any overdue payment shall be subject to an overdue interest at the rate of fourteen percent (14 %) per annum, or at the maximum rate allowed by law whichever is lower.

Commercial use

Products and Services are deemed accepted by the Customer when they are put into commercial use, and the Supplier may invoice the Products and Services. Any remaining Errors will be corrected under warranty.

Taxes and Expenses

All prices are expressed exclusive of any taxes, duties and other such public fees and charges. If sales, use excise, value-added (VAT), withholding or other similar taxes or levies are required by laws and regulations to be applied, such amounts will be added to the prices and shall be invoiced to and payable by Customer.

10. EXPORT AND ANTI-BRIBERY COMPLIANCE

All obligations to furnish goods, technology, or software under this Agreement are subject to export control laws and regulations of the countries and regions relevant to the Agreement, including U.S. and EU export control laws and regulations. In particular and without limitation, neither Party shall export, import, re-export or provide goods, technology, or software to the extent that any such export, import re-export or disclosure shall contravene any export or import acts, regulations or restrictions, including those for preventing the proliferation of weapon of mass destruction or similar acts or regulations of the governments of relevant nations. Both Parties agree to comply fully with all applicable laws and regulations before exporting or re-exporting any goods, technology, or software. Both Parties recognize that its obligations to comply with export control laws and regulations survive the termination or expiration of this Agreement. Each Party agrees it will not, directly or indirectly, pay or offer to pay money or give anything of value to any domestic or foreign official in order to influence any action or decision for the purpose of obtaining or retaining business or securing any competitive advantage, or otherwise fail to comply with anti-bribery or anti-corruption legislation in the EU, the U.S., the U.K, or any country it operates in.

11. CONFIDENTIALITY

Except where otherwise provided in the Agreement, each Party (i) shall keep in confidence all information of the other Party that is marked as confidential or that the receiving party should reasonably understand is confidential from the circumstances of disclosure or the nature of the information, including but not limited to the Supplier’s methods, diagnostic results and accompanying analytics (except to the extent permitted to be shared in the Agreement) and Measurement or Reference Data owned by Customer or Supplier (“Confidential Information”); (ii) may not disclose the other Party’s Confidential Information to any third parties and (iii) may not use or utilize such Confidential Information for any other purposes than to fulfill the purpose of the Agreement. Supplier may disclose Customer’s Confidential Information to its subcontractors for the purpose of the fulfillment of the purpose of the Agreement, provided that it has agreed on a confidentiality provision substantially similar as that herein with the subcontractors.

This confidentiality obligation shall not apply to information: (i) which at the time of disclosure is or later becomes generally available or otherwise public through no breach of the Party receiving the information; (ii) which was in the possession of the receiving Party without a confidentiality or non-use obligation prior to receipt of the same from the other Party; (iii) which the receiving Party receives from a third party who did not breach an obligation of confidentiality when disclosing the information; (iv) which the receiving Party can prove the receiving Party has developed independently without using the Confidential Information of the other Party; or (v) which the receiving Party is obliged to disclose pursuant to an order by an authority or court or otherwise in accordance with law. Without limiting the foregoing, Supplier shall have the right to utilize the general know-how, skills and expertise that its and its subcontractors’ personnel have learned in conjunction with the performance under any Agreement.

Unauthorized disclosures of Confidential Information that are caused by security breaches or other similar causes are not regarded as a breach of the above confidentiality obligation as long as the Party has used reasonable care in protecting the Confidential Information from such causes.

12. LIABILITY

EITHER PARTY SHALL HAVE NO LIABILITY FOR ANY (I) INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR SAVINGS, OR (II) DAMAGES PAYABLE TO THIRD PARTIES BASED ON CONTRACT, LIABILITY FOR DEFECTIVE PRODUCTS, TORT OR ANY OTHER LEGAL BASIS, OR (III) LOSS OR ALTERATION OF DATA OR EXPENSES CAUSED THEREFROM, OR (IV) COST OF COVER PURCHASE ARISING UNDER OR IN CONNECTION WITH ANY AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In no event shall Supplier’s aggregate maximum liability (including but not limited to price refunds or reductions) to Customer arising out of or related to any Agreement exceed the amount of the net prices paid by Customer to Supplier under the respective Project, Order or Agreement giving rise to the liability.

Each Party assumes liability for direct damages caused by negligence, which results in damage to property of the other Party or injury to persons present in either Party’s premises. The liability of each Party is capped at 1,000,000 euros. Each Party agrees to take insurance cover for any further liability.

The limitations of liability shall not apply to damages caused by gross negligence or an intentional act, or a breach of the Sections “Confidentiality”, “Intellectual Property Rights”, or “Export and Anti-Bribery Compliance”.

13. MISCELLANEOUS

Reference Right and Assignment of the Agreement

Supplier may assign Agreement(s) without the consent of Customer to a transferee, in connection with the sale or transfer of its business or part thereof, or to its affiliate, and by merger or demerger. Supplier shall have the right to assign its receivables arising out of the Agreement to a third party. Except as aforesaid, neither Party may assign any Agreement without the prior written consent of the other Party.

Supplier shall have the right to use any subcontractors. Supplier shall be liable for the work of its subcontractors as work of its own.

Supplier may use Customer as a reference in its marketing provided, however, that Supplier maintains confidentiality, accurately represents the collaboration and the Customer’s role in it, and does not give any statements on Customer’s behalf without Customer’s prior approval. On Customer’s request, Supplier ceases to use the Customer as a reference.

Entire Agreement

The Agreement(s) constitutes the complete agreement between the Parties with respect to the subject matter of the Agreement(s) and supersedes all previous proposals and marketing materials and other communications between the Parties with respect to the subject matter of the Agreement(s).

Severability

If any provision of any Agreement is found to be contrary to law, the other provisions of the Agreement will remain in full force and effect and the Agreement shall be interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law.

Waiver and Amendment

No change or amendment of any Agreement shall be valid unless made in writing and signed by both Parties. No failure by either Party in exercising any right, power, or remedy under any Agreement shall operate as a waiver of any such right, power or remedy.

Force Majeure

Neither Party shall be liable to the other for any delay or non-performance of its obligations in the event of Force Majeure. Events of Force Majeure include war, general strike, and downfall of communication infrastructure, natural disasters, fire, explosions and other events which are beyond the control of a Party and which cannot be reasonably foreseen by the Parties.

Governing Law and Disputes

If not otherwise agreed in other parts of any Agreement, all Agreements shall be construed in accordance with the laws of Finland excluding its choice of law provisions and the UN Convention on Contracts for the International Sale of Goods and all disputes arising out of all Agreements shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce by one (1) arbitrator. The arbitration shall take place in Helsinki, Finland, and shall be conducted in English.

Notwithstanding the above, each Party shall be entitled to seek equitable and/or injunctive relief to prevent or stop a violation of the terms and conditions in any Agreement pending arbitration and Supplier may take legal actions concerning overdue payments, in any court of law.