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STANDARD TERMS AND CONDITIONS OF SALE

These Standard Terms and Conditions of Sale (“Terms”) govern all sales of software licenses, digital products, and related services provided by ELMI oy (“Supplier”) to any client (“Client”), unless otherwise expressly agreed in writing by both parties. By placing an order, the Client accepts these Terms and explicitly waives the application of its own standard terms and conditions. Any derogation shall only be valid if expressly agreed to in advance in writing.

1. Orders and Payment

1.1. All invoices for software licenses and services are payable strictly in advance.

1.2. Delivery of license activation keys and electronic versions of software products shall only occur after full receipt of the corresponding payment by the Supplier.

1.3. The maximum delivery period shall be three (3) working days from the date of payment, unless a different timeframe is expressly stated in the order confirmation.

2. Late Payment​

2.1. In case of late payment for services already performed or products already delivered, the Supplier shall be entitled to charge a fixed interest amounting to 10% of the outstanding sum.

2.2. The Supplier shall further be entitled to suspend the provision of any ongoing services without prior notice until full settlement of outstanding amounts.

2.3. If payment remains outstanding for more than sixty (60) days after the due date, the Supplier reserves the right to engage a debt recovery company, and all related legal or collection expenses shall be borne by the Client.

3. Taxes and Withholding

3.1. Certain jurisdictions apply withholding taxes at source on the invoiced amount. Any such withholding shall be borne by the Client and remitted directly to the tax authorities.

3.2. Under no circumstances shall the Supplier be responsible for costs, taxes, or deductions imposed by the Client’s jurisdiction. The full invoiced amount shall remain payable to the Supplier without deductions.

4. Scope of Obligations

4.1. The Supplier undertakes to provide its software products and IT services diligently, using reasonable skill, care, and industry-accepted practices.

4.2. However, given the nature of software and IT services, the Supplier’s obligations are obligations of means (best-effort obligations) and not obligations to achieve a specific result.

4.3. In particular:

  • The Supplier does not warrant that the software will be error-free or will operate without interruption.
  • The Supplier does not guarantee that services will achieve any specific business outcome for the Client.
  • The Supplier shall not, under any circumstances, be held liable to appear as a third party in claims or disputes between the Client and its end users.
5. Claims and Notifications

5.1. Any claim relating to the delivery of software products or the performance of services must be notified in writing by registered letter to the Supplier’s registered office within eight (8) days of delivery.

5.2. Claims made after this period shall be deemed inadmissible.

6. Governing Law

6.1. These Terms and all contractual relations between the Supplier and the Client shall be governed exclusively by the substantive laws of Finland, without regard to its conflict of law rules.

6.2. Any dispute arising out of or in connection with these Terms shall fall under the exclusive jurisdiction of the competent courts of Finland.