Zenniz General Terms of Sales and Service

Scope

These Zenniz General Terms of Sales and Service (“Terms”) shall be applied as an essential part of the agreement (“Agreement”) between Zenniz Oy, a Finnish private limited company with Business ID 2883597-4, having its registered address at Kutomotie 6 B, FI-00380 Helsinki, Finland (“Zenniz”), and a customer (“Customer”) to whom Zenniz delivers the agreed Zenniz game monitoring system and/or related components and spare parts (“Products”) and/or provides professional services in connection with the delivery of the Products, such as installation, training, and consultation services, as applicable, or agreed recurring post-delivery services such as cloud and maintenance services, including software updates, remote technical support, or other services such as in-Product advertising capabilities (“Services”). Products and Services may be purchased as a "Full Package" or a "Light Package", including the Products and Services as specified in the Agreement.

For the avoidance of doubt, the maintenance services or software updates do not include any new Product features, functionalities, capabilities, or additional services offered by Zenniz to the Customer post-delivery, which shall be subject to separate agreement between the Parties and additional fees.

All amendments to these Terms shall be made in writing and duly signed by both Zenniz and the Customer (each referred to as “Party” and together as “Parties”).

Delivery of Products

Zenniz shall deliver the agreed Products to the Customer. All delivery times are estimates, but Zenniz shall notify the Customer of any material changes to the estimated schedule. Title to the Products shall transfer from Zenniz to the Customer upon delivery and full payment of the Products. All risk of loss or damage to the Products shall transfer to the Customer in accordance with the agreed delivery term.

For the sake of clarity, the following provisions apply solely where Zenniz is responsible for installation and do not apply to the Light Package.

The Parties shall agree on an installation schedule in writing, and the Customer shall ensure that the installation site and all required preparations are completed in full by the agreed installation date. Once an installation date has been confirmed and added to Zenniz’s installation calendar, such date shall be binding on the Customer. Any failure by the Customer to maintain the agreed date, including any request to postpone or reschedule, any inability to install due to the Customer’s lack of site readiness, or any failure to meet the agreed installation requirements, including without limitation failure to provide access to an electric lift or other necessary tools, a stable wired internet cable connection, and a functioning electricity socket in close proximity to the installation area, shall entitle Zenniz to (i) reschedule the installation at its sole discretion based on availability in its installation calendar, and (ii) invoice the Customer for all additional costs arising from the delay, including without limitation reserved but unused technician time, travel and accommodation expenses, administrative costs, and a rescheduling fee of EUR 100 for each affected installation day. The Customer acknowledges that failure to meet the installation requirements will result in operational and financial losses to Zenniz, and that the above fees represent a reasonable estimate of such losses.

The Customer acknowledges that any delay or rescheduling caused by the Customer may impact Zenniz’s broader installation schedule and may result in substantially later installation availability. Zenniz shall not be liable for any costs, delays, losses, or damages incurred by the Customer as a result of such rescheduling or extended timelines.

Prices and Charges

The prices of the Products and Services are set forth in the Agreement. Unless otherwise agreed, all prices are in EUR and quoted excluding shipping costs. Zenniz shall charge the Customer for delivery and possible non-standard packaging, travel and accommodation expenses, daily allowances, and other agreed costs. Value-added tax, sales tax, and possible other taxes and charges, if applicable, shall be added to the prices.

Zenniz reserves the right to amend the prices of any recurring post-delivery Services at any time by providing the Customer with no less than fourteen (14) days' prior written notice. The amended prices shall take effect upon the expiry of such notice period or on a later date specified in said notice. Notwithstanding the requirement for signed amendments to these Terms, price changes made in accordance with this paragraph shall not require an amendment to these Terms signed by both Parties.

Any new Product features, functionalities, capabilities, or additional services offered by Zenniz post-delivery and not expressly included in the Agreement shall be subject to separate agreement and additional fees specified therein or, in the absence of agreed fees, Zenniz’s then-current list prices. Such features, functionalities, or capabilities shall not be deemed included in the original purchase price or the Services.

Payment Terms

The Products and Services shall be invoiced in accordance with the applicable payment schedules set out in the Agreement. Any recurring post-delivery Services shall be invoiced monthly unless expressly otherwise agreed between the Parties. The term of payment is twenty-one (21) days net from the date of the invoice. All objections and claims regarding an invoice must be made before the due date. Annual interest on overdue payments will be 10.5%.

Revenue Share and Non-Circumvention

Where the Parties have agreed to share revenue generated from certain monetization activities enabled by Zenniz’s Products and Services, all related transactions and payments shall be processed through the Zenniz platform (the “Zenniz Platform”, accessible at club.zenniz.com), unless otherwise agreed in writing by the Parties. The Customer shall not circumvent or otherwise avoid Zenniz’s entitlement to its agreed share of revenue, including by collecting payments directly or through third parties.

Zenniz shall collect the payments, deduct applicable payment processing fees, refunds, chargebacks, and transaction taxes, and allocate the remaining revenue in accordance with the agreed revenue share percentages. Zenniz shall retain its share and remit the Customer's share, together with a statement of the relevant transactions and deductions, within thirty (30) days after each event generating such revenue, unless a different remittance frequency is agreed in the Agreement.

Any revenue received by the Customer or a third party in breach of this Section shall remain subject to the agreed revenue share. The Customer shall account to Zenniz for such revenue and pay Zenniz’s corresponding share upon request. Upon Zenniz’s reasonable request, the Customer shall provide sufficient transaction and payment information to verify compliance with the agreed revenue share arrangement.

Inspection of Products

Within two (2) weeks after the delivery of the Products, the Customer shall carry out an inspection in order to detect any clearly noticeable defects or deficiencies. The Customer shall promptly notify Zenniz in writing if the delivered Products do not conform to the Agreement. The notice shall contain a description of the defect or deficiency.

Products Warranty

In case there are defects in the workmanship or material of the Products at the time of delivery, which appear as deviations from specifications set forth in the Agreement, and the Customer cannot, therefore, reasonably utilize the Products, Zenniz shall at its discretion without undue delay either repair or replace the defective Products or refund the price paid by the Customer for the defective Products. The warranty does not cover defects that result from (i) faulty repair or maintenance by the Customer or third parties, (ii) the use of the Products in operating conditions that deviate from the specifications, (iii) the use of the Products contrary to Zenniz’s written instructions, (iv) modifications undertaken without Zenniz’s prior written authorization, (v) normal wear and tear, deterioration, or accidents, (vi) severe weather conditions, (vii) under the Full Package, installation performed by any party other than Zenniz or its authorized technicians; or (viii) under the Light Package, installation not carried out strictly in accordance with the installation instructions provided by Zenniz. At Zenniz’s request, the Customer shall deliver the defective Products to Zenniz for inspection, and Zenniz shall compensate the Customer for reasonable shipping costs. The Customer shall be responsible for the dismantling and re-installation of the Products at its own cost. Unless otherwise agreed, Zenniz shall deliver repaired or replacement Products in accordance with the delivery term agreed in the Agreement. The warranty is valid for two (2) years from the date of delivery of the Products. The Customer shall notify Zenniz of a defect or a deficiency in the Products without undue delay and, in any case, within two (2) weeks after the expiry of the warranty period. The notification must be in writing and give sufficient details to enable Zenniz to identify and investigate the defect or deficiency. 

Zenniz does not give the Customer any other warranty or guarantee, express or implied, for the Products, including but without limitation warranties of merchantability, fitness for any particular purpose, performance, non-infringement, or warranties and guarantees under applicable laws or otherwise. The aforesaid warranty is the sole and exclusive remedy of the Customer concerning defects and deficiencies in the Products.

Notwithstanding the foregoing, the Customer may, at its option, purchase an extended warranty for the Products beyond the standard warranty period set forth above. The price of such extended warranty shall be in accordance with Zenniz’s then-current prices or as agreed in writing by the Parties. Any such extended warranty shall be agreed upon in the Agreement.

Services Warranty

Unless otherwise agreed, Zenniz offers the following limited warranty on the Services performed in connection with the delivery of the Products. In case the Services are provided without due skill and care, and such Services or their results are therefore essentially without their expected usefulness to the Customer, Zenniz shall, at its sole discretion, provide the Customer with (i) new Services or corrected results of the Services without undue delay or (ii) a refund at the maximum of 100% of the prices paid by the Customer for defective Services or their results. The Customer shall notify Zenniz of any defect in the Services in writing without undue delay and within the applicable warranty period, providing sufficient detail for Zenniz to identify and assess the defect. This warranty does not cover defects arising from (i) incorrect or incomplete information or instructions provided by the Customer,  (ii) the Customer’s failure to fulfill its agreed obligations in connection with the Services, (iii) under the Full Package, installation performed by any party other than Zenniz or its authorized technicians, or (iv) under the Light Package, installation not carried out strictly in accordance with the installation instructions provided by Zenniz. This limited warranty is valid for one (1) month from the performance of the defective Services.

Notwithstanding the foregoing, with respect to agreed post-delivery recurring Services, Zenniz’s sole warranty obligation is that such Services are performed with reasonable professional care and, where applicable, provide the technical functionalities agreed in the Agreement. This warranty does not extend to the content, configuration, selection, or performance of any materials provided or controlled by the Customer or third parties through such Services. In the event of a defect, Zenniz shall, at its sole discretion, provide corrective performance, such as a corrective update or a follow-up support session, within a reasonable time. No fee refund shall be available for such Services. This limited warranty is valid for one (1) month from the date of the relevant performance.

These limited warranties are the sole and exclusive remedy of the Customer for defective Services; thus, Zenniz does not give the Customer any other warranty or guarantee, express or implied, for the Services, including, without limitation, warranties of merchantability, fitness for any particular purpose, performance or non-infringement.

Confidentiality

Each Party shall keep confidential information (including technical, commercial, financial, operational, and other non-public information) of the other Party as strictly confidential, shall not disclose same to any third party, and shall not use it for any unauthorized purposes. These obligations of confidentiality shall survive the termination or expiry of the Agreement for a period of five (5) years following expiry or termination. Notwithstanding these obligations of confidentiality, each Party shall be entitled to use the name of the other Party for reference purposes in advertising, promotional and sales materials. For the avoidance of doubt, the Parties note that each Party shall be entitled to use expertise and experience originating from the Products in its general work and activities irrespective of the Agreement provided, however, that such Party complies with the confidentiality obligations above.

Intellectual Property Rights

All intellectual property rights (including patents, copyrights, trademarks, trade secrets, software, know-how, and other proprietary rights) related to the Products, the Services, and the Zenniz Platform shall remain the property of Zenniz or its suppliers or licensors. The delivery of the Products is a sale of goods, not a transfer of any intellectual property rights.

Subject to the Customer's compliance with the Agreement, Zenniz grants the Customer a limited, non-exclusive, non-transferable, and revocable license to access and use the Zenniz Platform in connection with the Customer’s business operations and its provision of the Products and Services to its end customers. If the Customer materially breaches the Agreement, Zenniz may, with immediate effect, suspend the Customer’s license to access and use the Zenniz Platform, in whole or in part. Zenniz may revoke the license in accordance with the Term and Termination (Services) section.

Any ideas, suggestions, or recommendations provided by Customer relating to the Products or Services may be used by Zenniz without restriction or obligation to Customer and shall be deemed confidential information of Zenniz. Customer shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, modify, or otherwise attempt to derive the source code, underlying structure, algorithms, or technical functioning of any software, firmware, or technology included in the Products, the Services, or the Zenniz Platform.

Customer Content and Materials

Where the Parties have agreed on features or functionalities enabling the Customer to display, upload, or otherwise make available its own or third-party content or materials through the Products, Services, or Zenniz Platform, the Customer shall be solely responsible for obtaining all necessary rights, licenses, consents, and permissions for such content or materials and ensuring their compliance with applicable laws and third-party rights. Zenniz's responsibility shall be limited to providing the agreed technical features or functionalities, and Zenniz shall have no liability for the content or materials provided or made available by the Customer or third parties through such features or functionalities.

Marketing

Each Party agrees to actively support and cooperate with the other in reasonable marketing and promotional efforts aimed at maximizing awareness and adoption of the Products within the Customer’s organization. This includes, but is not limited to, internal communications, announcements, and other initiatives reasonably requested by Zenniz. Each Party hereby grants the other a non-exclusive, royalty-free license to use its name, logo, and trademarks solely for the purposes of fulfilling the obligations and exercising the rights under this section, including Zenniz’s right to identify the Customer as a client in its marketing materials, website, case studies, and other promotional content. Each Party shall use the other’s name, logo, and trademarks in accordance with any brand guidelines provided by the other Party from time to time, and shall not use them in any manner that is misleading, disparaging, or otherwise harmful to the other Party’s reputation. 

Limitation of Liability

To the maximum extent permitted by applicable law, neither Zenniz nor any supplier or licensor of Zenniz shall be liable for any indirect, special, consequential, punitive or incidental damage, or loss of revenue, profit or data, in relation to the Products or Services, whether arising out of the Agreement or applicable law or regulation. The maximum liability of Zenniz shall be limited to the amount actually paid by the Customer for the Products or Services. These limitations shall not apply to damage caused by willful misconduct or gross negligence. In order to be valid and enforceable, all claims for damages must be made within one (1) month from the date when the damage was or should reasonably have been noticed. The Customer expressly acknowledges and accepts that these limitations of liability constitute an essential part of these Terms. Nothing in this section shall limit or exclude the Customer’s obligation to pay Zenniz any amounts due under the Agreement, including any revenue share amounts payable under the Revenue Share and Non-Circumvention section.

Term and Termination (Services)

Zenniz shall provide any agreed recurring post-delivery Services for as long as the Products remain in use with the Customer, or for such term as separately agreed in the Agreement. These Terms shall remain in full force and effect for so long as Zenniz continues to provide Services to the Customer in connection with the Products and shall automatically terminate upon cessation of all such Services, without the need for any further action or notice by either Party. A temporary suspension of Services shall not constitute cessation of Services for this purpose. Termination or expiry of the Agreement shall not affect any rights, obligations, or liabilities of either Party that have accrued prior to the date of termination or expiry, or any provision of the Agreement that is expressly or by implication intended to survive termination or expiry.

If the Customer materially breaches the Agreement, including by failing to pay any fees when due, and fails to remedy such breach within thirty (30) days after receiving written notice from Zenniz, Zenniz may terminate any affected Services, in whole or in part, and/or revoke the Customer's license to access and use the Zenniz Platform. The foregoing notice and cure period shall not limit Zenniz’s right to suspend the Customer’s license to access and use the Zenniz Platform with immediate effect under the Intellectual Property Rights section.

Force Majeure

Force Majeure is an event that prevents, or makes unduly difficult, the delivery of the Products, the performance of the Services, or other duties agreed by the Parties. Such events shall be, for example, war, rebellion, natural catastrophe, epidemics, general interruption in energy distribution or telecommunications, fire, strike, embargo, or some other equally significant and unforeseen event independent of the Parties. Each Party shall be entitled to suspend its duties in case of Force Majeure without liability thereof. The delay of a subcontractor, a supplier, or an affiliate caused by the above events is also considered Force Majeure. Each Party shall inform without undue delay the other Party of both the emergence and ending of Force Majeure.

Independent Contractors

The Parties shall at all times remain independent contractors. Nothing in these Terms or the Agreement shall be considered to constitute a joint venture, partnership, agency, representative, or employment relationship between the Parties. Neither Party shall be entitled to make any commitments on behalf of the other Party.

Severability

Should any provision of these Terms or the Agreement be declared unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms and the Agreement shall remain in full force and effect to the fullest extent permitted by law. The Parties shall attempt through negotiation in good faith to replace the unenforceable provision with such provisions that correspond as closely as possible to the original intention of the Parties.

Governing Law and Disputes

These Terms shall be governed by the substantive laws of Finland, with the exception of any conflict of law principles in any jurisdiction. The Finnish Sale of Goods Act (355/1987, as amended) and the United Nations Convention on Contracts for the International Sale of Goods (CISG) will not be applicable. All disputes, controversies or claims, which the Parties fail to settle amicably, arising out of or relating to these Terms or the 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 (“Arbitration Court”) by one arbitrator appointed in accordance with the said rules. The proceedings of the Arbitration Court shall be conducted in either Finnish or English in Helsinki, Finland. The award of the Arbitration Court shall be final and binding upon the Parties. However, the foregoing arbitration clause does not prevent either Party from submitting claims for the collection of justifiably undisputed debts to the District Court of Helsinki, Finland.