Codeax® software service general terms and conditions for companies and organizations, effective from November 12, 2026

General
Formation of the agreement
The service and its use
Pricing
Liability for defects
Force majeure
Assignment of the Agreement
Duration and termination of the Agreement
Interpretation of the Agreement
Validity and modification of the general terms and conditions
Notifications

1. General

These terms apply to the provision of Codeax Oy’s (“Supplier”) Codeax® software services (“Service”) to corporate and organizational customers (“Customer”), unless otherwise agreed. The Supplier and the Customer are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”

Codeax® services refer to digital software services developed and maintained by the Supplier, which enable users to manage, create, store and present information related to properties, safety and other purposes of the Service. The content and available features of the Services are determined by the service ordered by the Customer. The Service is accessed via a web browser.

The following IT2022 terms apply to the Service:

IT2022 ETP Special terms and conditions for services delivered over data network (cloud service)
IT2022 YSE General Terms and Conditions
IT2022 EHK Special terms and conditions for the processing of personal data

If the Parties have agreed on expert work offered alongside the Service, IT2022 EAP Special terms and conditions for consulting and other professional services.

2. Formation of the agreement

Unless a specific contractual document has been signed between the Parties, the Agreement between the Parties is formed when:

The Customer has accepted the Supplier’s offer, and the Supplier has confirmed it with an order confirmation; or
The Customer begins using the Service online and simultaneously accepts these terms.

3. The service and its use

3.1 Intellectual property rights and usage rights to the Service

The Supplier and/or its licensors own all intellectual property rights to the Service. Except as explicitly stated in these terms, no rights to patents, copyrights, databases, trade secrets, trade names, trademarks, or other similar rights related to the Service are granted to the Customer.

All rights to materials input by the Customer into the Service, including intellectual property rights, belong to the Customer or a third party. The Customer is responsible for such material and must ensure it does not infringe on any third-party rights or violate applicable laws.

By providing information to the Supplier, the Customer guarantees that it has the necessary rights, licenses, and permissions under applicable laws and agreements to allow the Supplier and its subcontractors to process the information to provide the Service.

The Supplier grants the Customer a right to use the Service for the duration of the Agreement in exchange for agreed payments. The usage right is organization-specific, and the Customer may grant third parties (such as authorities, property management, and maintenance services) access to the Service to an appropriate extent.

The Customer has the right to use the Service in compliance with these terms for lawful and appropriate purposes.

3.2 Functionality, maintenance, and servicing of the Service

The Supplier delivers the Service in the manner it deems best, on an “as is” basis.

The Supplier may use subcontractors to provide the Service and is responsible for the actions and omissions of subcontractors under the Agreement as if they were its own.

The Supplier will ensure, to the best of its ability, that the Service operates in such a way that it is available to the Customer. Maintenance and repair work on the Service is primarily performed on weekdays (excluding Saturdays) between 8:00 a.m. and 4:00 p.m. The Customer acknowledges that interruptions and disruptions may occur in the Service, which are not considered defects or delays. These include normal maintenance activities. The Customer should prepare for such situations using measures it deems necessary.

3.3 Responsibility for data in the Service

The Supplier is not responsible for the accuracy or reliability of the data presented in or accessed via the Service. The Customer must verify the accuracy of the data if needed. The Supplier makes no guarantees regarding the accuracy or suitability of such data for any particular purpose.

3.4 Service interruptions

The Supplier has the right to suspend the use of the Service, either wholly or partially, immediately in the following cases:

For building and maintaining the functionality of the Service; the Supplier will notify the Customer of such interruptions in advance if reasonably possible.
If the use of the Service, software, or devices under the Customer’s responsibility causes harm or disruption to the Service, its use, other users, or the Supplier, or if the Customer, despite being notified, continues to use defective devices or software.
If the Customer has not paid a due invoice to the Supplier within two (2) weeks of a payment reminder.
If there is justified reason to suspect that the Service is being used in violation of third-party rights, laws, or good practices.
If the Customer, despite being notified, fails to fulfil its contractual obligations or materially breaches the Agreement.

The Customer must pay the agreed fees, such as annual fees, even if the use of the Service has been suspended, unless otherwise agreed.

3.5 Changes to the Service

The Supplier has the right to modify the Service, its implementation methods, and tools in line with industry developments or to discontinue the Service altogether for a compelling reason. The Supplier will strive to minimize inconvenience to the Customer caused by such changes. The Supplier is not responsible for any costs incurred by the Customer due to changes. The Supplier must provide the Customer with at least three (3) months’ notice if the Service is to be discontinued. If the Supplier discontinues the Service, it must refund the Customer any prepaid amounts for the period following the discontinuation.

The Supplier must notify the Customer in writing (including email) in a reasonable time if significant technical changes to the Service that could materially affect its use by the Customer are made.

3.6 Open-source software

Open-source software included in the Service is subject to the terms of the relevant open-source licenses, which take precedence over these general terms and the IT2022 terms. A list of open-source software included in the Service is available from the Supplier.

3.7 Expert services

The Parties may agree that the Supplier will provide additional services, such as processing floor plans or transferring data, for an additional fee during the Service’s implementation.

The Customer must provide the Supplier with the information required for such additional services in the format specified by the Supplier and without undue delay.

The Supplier must notify the Customer in writing (including email) when the additional services have been completed. If the Customer does not provide written feedback within seven (7) days of the notification, the completed additional services and their results are considered accepted.

4. Pricing

The Customer is obligated to pay the Supplier the agreed fees for the Service or fees in accordance with the Supplier’s current price list, based on the billing periods defined by the Supplier. Taxes and other applicable public charges will be added to the fees. The price list is available from the Supplier.

The Supplier has the right to charge a separate fee for changes to the Service or identifiers requested by the Customer. Work performed outside normal working hours and other tasks not included in the Agreement will be charged separately, in accordance with the price list.

Billing-related objections must be made by the due date. The undisputed portion of the invoice must be paid regardless of any objection.

The payment term is fourteen (14) days net. Late payment interest is determined in accordance with the Finnish Interest Act.

If the costs of providing the Service change due to legislation, regulations, authority decisions, or similar reasons, such as changes in taxes or other public charges, or if the fee structure changes due to similar reasons, the Supplier has the right to adjust the fees accordingly. Fee changes and related amendments to the Agreement will be communicated, for example, in the invoice, and take effect immediately.

For recurring fee increases and amendments to the Agreement based on other than the aforementioned reasons, the Supplier must notify the Customer in writing, for example, in the invoice, at least thirty (30) days before the changes take effect. If the increase exceeds the general rise in costs, the Customer has the right to terminate the Agreement, effective from the date the changes come into force.

5. Liability for defects

5.1 Correction of defects

The Supplier will correct any defects in the Service, delivery, or work performed that result from the Supplier’s negligent breach of the Agreement or a defect in the Service, provided such defects are reported without delay.

The Supplier is responsible for the costs of correcting the defect, but no other compensation will be provided.

Instead of correcting the defect, the Supplier has the right to replace the Service with a functionally equivalent service or otherwise bypass the defect, provided it does not materially hinder usage and if correcting the defect would cause the Supplier significant costs.

5.2 Compensation

If the defect is not corrected within a reasonable time due to the Supplier’s negligence or if the defect cannot reasonably be corrected, the Supplier will compensate the Customer for direct costs incurred due to the defect caused by the Supplier’s negligence.

The maximum compensation in all cases is the fee charged for the part of the Service corresponding to the defect, and up to a maximum of three (3) months’ service fees.

The Supplier is not liable for any indirect or consequential damages to the Customer, such as loss of profit, data loss, delays, or changes, even if the Supplier was informed of the possibility of such damages. The Supplier is not responsible for compensating any amounts the Customer may have paid to third parties. No compensation will be provided for issues that do not prevent the use of the Service.

If the defect results from a reason not attributable to the Supplier’s negligent breach of the Agreement (such as the Customer’s operating environment, electrical grid, internal cabling, the Customer’s devices, manner of use, or other reasons attributable to the Customer or a third party), the Supplier has no obligation to correct or compensate for the defect.

The Customer must reimburse the Supplier for costs incurred in investigating and limiting defects, as well as any repair costs and other direct damages, if the defect is caused by the Customer or a party other than the Supplier.

5.3 Expiry of claims

The Customer must report defects to the Supplier in writing (including email) without delay after discovering the defect or when it should have been discovered, or within a separately agreed time frame.

If a claim due to a delay or defect is not submitted to the Supplier within two (2) weeks of the aforementioned time frame, the Customer has no right to demand corrections or compensation from the Supplier.

5.4 Customer’s liability for damages

The Customer must compensate the Supplier for any direct damages or financial losses caused by the Customer’s breach of contract.

6. Force majeure

If a force majeure event prevents or delays the fulfilment of a contractual obligation, the Party affected by the event is released from fulfilling that obligation, including any associated liability for damages.

Force majeure events include war, requisition or seizure for public needs, import or export bans, denial of export licenses, labor disputes, legislation, governmental orders, natural disasters, thunderstorms, storms, fires, damage to cables or other infrastructure caused by third parties, floods and water damage, power surges from the electrical grid, interruptions in the supply of energy or other essential raw materials, events caused by a third party outside the control of the Parties, or any other event that the Party could not foresee when entering into the Agreement and cannot prevent or overcome. The above also applies if the force majeure event affects a subcontractor of the Supplier.

The Party affected by the force majeure event must notify the other Party of the event and its cessation without delay.

7. Assignment of the Agreement

The Customer does not have the right to assign the Agreement to a third party without the written consent of the Supplier.

The Supplier has the right to assign the Agreement to another company as well as agreements related to the Service or service group to the transferee of the business operations related to those services.

Claims under the Agreement may also be assigned to a third party.

8. Duration and termination of the Agreement

The order is valid as per the Agreement, either as a continuous agreement or for a fixed term.

A continuous agreement may be terminated by the Customer with two (2) months’ notice or by the Supplier with six (6) months’ notice. Termination must be made in writing (including email).

The Supplier has the right to terminate the Agreement with immediate effect if it becomes apparent that the Service may infringe on a third party’s intellectual property rights, and the Customer does not accept a nearly equivalent service as a replacement, and a fully equivalent service is not reasonably available.

9. Interpretation of the Agreement

The content of the agreement is determined by the agreement and its attachments. Other materials, such as marketing materials, are not part of the agreement.

If the contents of the agreement documents are contradictory, the order of priority is as follows:

The agreement and its attachments,
These general terms and conditions,
The applicable IT2022 terms

The invalidity of any provision of the agreement does not affect the validity of the other provisions.

The agreement is governed by the laws of Finland.

10. Validity and modification of the general terms and conditions

These terms and conditions are valid from November 12, 2026, until further notice.

The supplier has the right to modify the general terms and conditions of the Service by notifying about the change on the Service or the Supplier’s website at least four (4) weeks before the change. If the change has a significant negative impact on the Customer, the Customer has the right to terminate the Service order on the date when the new terms take effect by notifying the Supplier in writing (including email) at least two (2) weeks before the changes come into effect.

The terms will also apply to Services that were implemented before the changes came into effect.

11. Notifications

The Customer must ensure that the Supplier has up-to-date contact information for the Customer and any third party the Customer may have granted access to the service.

The Party must send notifications to the other Party at the billing address or email address most recently provided. If the Customer provides incomplete or incorrect information for the establishment, the Supplier has the right to charge for changes or the completion of information later.