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Airfaas

User Terms of Service

By using the AirFaas Platform, you and the legal entity you represent (the User) agree to these Terms of Service. Please read the following Terms of Service carefully before using the AirFaas Platform. If you do not agree with the Terms of Service, please do not use the AirFaas Platform. These Terms of Service apply to any use of the AirFaas Platform and to the Transactions between a Supplier and a Customer executed via AirFaas Platform. A more detailed description of the AirFaas Platform and information on system requirements is available at www.airfaas.com. Kindly note, that AirFaas Platform is only available for use on behalf of legal entities, and a credit report may be obtained by AirFaas for any legal entity, registering as a User. As an individual registering as representatives of a company, association or any other legal entity, you represent and warrant that you are authorized to bind the entity into these Terms of Service.

Definitions

“AirFaas” means the AirFaas Oy's platform business, (Business ID 3179643-5, VAT code FI31796435), Heikkiläntie 7, 00210 Helsinki, Finland.

“AirFaas Platform” means both the AirFaas website www.airfaas.com and the AirFaas platform service.

“Customer” means a legal entity, which orders and purchases goods and services through AirFaas Platform for use in commercial activities.

“Partner” means a User that is using AirFaas free of charge, with limited functionality, to react to transactions initiated by other Users.

“Supplier” means a Supplier, OEM producer or other provider, which offers its goods and services, as applicable, through the AirFaas Service.

“Transaction” means a binding agreement for purchase of products and services, entered into through use of AirFaas Platform between a Customer and a Supplier.

“User” means a Supplier, a Customer, or other legal entity using the AirFaas Platform.

Identity of AirFaas

Company name: AirFaas Oy
Trade name: AirFaas
Geographical and correspondence address: Heikkiläntie 7, 00210 Helsinki, Finland
VAT identification number: FI31796435
E-mail address: contact@airfaas.com
Time at which AirFaas can be contacted: 9 - 17 (UTC + 2)

Information about the identity and products and services of the Suppliers will be provided through the AirFaas Platform.

 

3. USER ACCOUNTS

  • In order to use the AirFaas services, the User must create a user account, following the registration instructions in the AirFaas Platform. A User (legal entity) can have only one User account. A User account may, however, have several representatives, with different authorisation levels. Any representative of the User managing the User account on Administrator (highest) authorisation level, must be employed by the User and have sufficient authorisation or authority to execute legally binding Transactions on behalf of the User). The Administrator representative of User may grant access rights (right to view documents, right to submit RFQ:s, right to modify and approve Transactions) to other representatives of User registered in AirFaas. The AirFaas Platform representative credentials are personal. The User shall ensure that any user account credentials and equivalent information required to access the user account of the User are kept confidential and used in a secure manner not accessible by third parties.
  • A User may also establish a profile for an entity not registered in the AirFaas Platform. However, conclusion of any binding Transactions with such profiles through use of AirFaas Platform is not possible until legal representative of such entity validates the created profile, thus creating Partner profile. Transactions, executed with non-validated AirFaas profiles (for instance by exchanging documents outside of AirFaas) are not regulated by these General Terms.
  • Where it is suspected that any unauthorized person has become aware of a User’s user account credentials or has access to the user account of the User, the User shall immediately inform AirFaas thereof. The User shall be responsible for any use of the AirFaas Platform and any activity under the user account of the User.

PAYMENTS AND COSTS

  • The charges for the use of the AirFaas Platform are agreed with each User and available in the AirFaas Software License Agreement and its Annexes.

Intellectual Property Rights and Confidential Information of Users

  • All Intellectual Property Rights in the documentation submitted by the User through the AirFaas Platform, or any products manufactured on the basis thereof, are and will remain the exclusive property of the User and/or its Partners or other subcontractors/licensors. Information, uploaded by the User to the AirFaas Platform, is not public, and may only be used internally by the User or other Users, specifically authorised by the User. The User´s counterparty in the Transaction shall receive a non-exclusive license to use the submitted documentation and material to the extent necessary to fulfil the Transaction.
  • The User guarantees that all material submitted by it to the AirFaas Platform shall be free of third-party property rights and, in particular that no patents, licenses or any other industrial property rights of third parties shall be infringed by the manufacturing and delivery of the products. Agents, sourcing consultants etc. using AirFaas Platform on behalf or for benefit of some third parties, must ensure that all disclosure of their principal´s materials through AirFaas Platform is duly authorized by the principal. The User shall indemnify AirFaas and other Users against claims made by third parties due to any infringements of industrial property rights and shall bear all costs that AirFaas and/or other Users incur in this connection.
  • All Intellectual Property Rights in or related to the AirFaas Platform, documentation thereto related and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of AirFaas and/or its subcontractors/licensors. “Intellectual Property Rights” shall mean copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.
  • These Terms of Service do not grant the User any Intellectual Property Rights in the AirFaas Platform and all rights not expressly granted hereunder are reserved by AirFaas and its subcontractors/licensors.
  • AirFaas and its affiliated companies have a limited right to access, analyse and collect general on the Transactions concluded through AirFaas Platform in order to improve the AirFaas service, compile usage statistics and analytics. No materials identifying the User or contents of any Transaction are released by AirFaas to third parties without permission of the User, and metrics collected through AirFaas Platform are in such format, that no User or User-specific information could be identified from the compilation.
  • Notwithstanding the foregoing, AirFaas is not restricted from disclosing data, submitted to the AirFaas Platform by the Users, to the extent required by mandatory law, other applicable regulations, or an order of competent court or authority.

OTHER TERMS

  • The AirFaas service is only available to legal entities and use of AirFaas Platform is limited to persons of the age of 18 years or older.
  • The User shall observe all applicable laws and regulations when using the AirFaas service.
  • AirFaas is constantly developing the AirFaas Platform and may change or remove different parts of the AirFaas service, including features, services and Suppliers available in the AirFaas Platform in part or in whole.
  • While using the AirFaas Platform, the User may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. AirFaas generally does not review content and information provided by the Users. AirFaas is not responsible for third parties' (including the Users´) content or information or for any damages arising as a result of the use of or reliance on it.
  • User shall be responsible for obtaining and maintaining any devices or equipment (such as computers) and connections needed for access to and use of the AirFaas Platform and all charges related thereto.
  • The User will not: (i) use or attempt to use another user’s AirFaas account and/or access another person’s payment data on the AirFaas Platform or use another person’s payment details when using the AirFaas service, without consent of that other person; (ii) copy, modify or create derivative works of the AirFaas Platform or any related technology; (iii) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the AirFaas Platform or any related technology, or any part thereof; (iv) remove any copyright, trademark or other proprietary rights notices contained in or on the AirFaas Platform; (iv) remove, cover or obscure any advertisement included on the AirFaas Platform; (v) collect, use, copy, or transfer any information obtained from the AirFaas Platform without the consent of AirFaas; (vi) use bots or other automated methods to use the AirFaas service; (vii) create AirFaas account using a fake identity or an identity of another person; and (viii) access the AirFaas Platform except through the interfaces expressly provided by AirFaas, such as the AirFaas Application and AirFaas Website.
  • AirFaas is entitled to remove a User or any material / content submitted by the user from the AirFaas Platform with immediate effect and/or refuse or cancel any Purchase Orders from a User if (i) the User abuses the AirFaas Platform or causes any harm or detriment to the use of the AirFaas Platform or the other Users and/or AirFaas, (ii) the User places a false quote or order (for example with no intention to actually conclude the Transaction or pay the order) or otherwise fails to comply with his obligations arising from these Terms of Service; (iii) if there is reasonable doubt about the correctness or authenticity of the quote by the Supplier or Customer´s Order.
  • AirFaas shall process any personal data collected from the User in accordance with the [Privacy Statement]
  • Unless the Users, concluding a Transaction between themselves, agree otherwise the default terms of the Transaction, attached below as Annex A to these terms, are applied to the Transaction.

Term and termination

  • These Terms of Service are in force as a binding agreement until further notice as long as the User is using the AirFaas Service.
  • The User can discontinue the use of the AirFaas Service at any time. AirFaas can discontinue providing the AirFaas Service permanently or temporarily at any time.
  • If the User or AirFaas discontinues the use or provision of AirFaas service, any existing Transactions are performed subject to the terms and conditions applicable and agreed at the time the Transaction was made.

Limitation of Liability

  • Under no circumstances shall AirFaas be liable to the User for any indirect damages, including lost profits, lost sales or business, lost data or business interruption, or for any direct damages in excess of the amounts actually retained by AirFaas from the User in the three (3) months preceding the event giving rise to the claim. Maintenance of any needed backup copies of the User´s data is on User´s responsibility. In no event will AirFaas be responsible for the loss of, or damage to, the User’s records or data.
  • AirFaas is not responsible for any shortcomings whatsoever in performance of Transactions agreed between the Users using AirFaas Platform.

Responsibilities and Complaints

  • Please note that the AirFaas Platform may at any time be interrupted or permanently discontinued. The AirFaas Platform may also be temporarily suspended. If such discontinuance happens, AirFaas will, as far as possible and permitted by the GDPR and other applicable laws, retain the User data for a reasonable amount of time and release it to the User upon request. However, please note that AirFaas bears no responsibility if the User data uploaded to the AirFaas Platform is lost, and do not use the AirFaas Services for backing up any data.
  • If there are any defects in the AirFaas Platform or its services, please contact the customer service of AirFaas, through the AirFaas Platform customer support feature (Mattermost chat), or via email contact@airfaas.com

Applicable Law and Dispute Resolution

  • These Terms of Service shall be governed by and shall be construed in accordance with the laws of Finland.
  • The parties to any dispute, controversy or claim arising out of or in connection with these Terms of Service shall try to settle the issue amicably through negotiations.
  • Should amicable negotiations fail, any dispute, controversy or claim arising out of or in connection with these Terms of Service shall be finally settled by arbitration under the rules of the Board of Arbitration of the Central Chamber of Commerce of Finland. The arbitration tribunal shall consist of one (1) arbitrator. The arbitration shall take place in Helsinki, Finland. The arbitration shall be conducted and the arbitration award shall be given in the Finnish language, but evidence may be submitted also in English and/or Swedish and witnesses heard in any of the said languages.

Amendments

  • These AirFaas Terms of Service are subject to amendments.
  • AirFaas shall publish the amended AirFaas Terms of Service at the AirFaas website and shall inform the User that the AirFaas Terms of Service have been amended on the AirFaas Platform or by email to the email address submitted to the AirFaas Platform by the User. If the User does not agree to any amended AirFaas Terms of Service, it shall discontinue the use of the AirFaas Platform.

Assignment

  • AirFaas shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of its business assets relating to AirFaas Platform without the User’s prior consent.
  • The User shall not be entitled to assign any of its rights or obligations hereunder in whole or part.

Annex A. Default terms of Purchase Agreement and delivery of an Order

Terms described in this annex A are applied in the Transactions, concluded through AirFaas Plat-form between the Customer and the Supplier, unless specifically otherwise agreed between the said parties in the Transaction concluded through AirFaas Platform.

Delivery

  • 1. The delivery terms are determined by the Transaction. If not otherwise agreed, Orders are delivered FCA (Incoterms 2017) at the Supplier, six (6) weeks from the date of mutual confirmation of the Order by the Parties in PO/SO Loop of AirFaas Platform.
  • 2. If the Order is not delivered at the agreed time, and otherwise is not agreed between the Users, the Supplier will incur a sanction of 1% of the confirmed Order price for each starting week of delay, but not more than 10% of the confirmed Order price. If the delay has exceeded 10 weeks, the Customer has a right to termi-nate the Transaction and claim damages.

Prices and Title

  • 3. Unless otherwise expressly stated, all prices are quoted and agreed in Euros and excluding VAT, and the indicated unit prices exclude all handling and transport costs, customs, taxes and other governmental fees and charges. All such costs are borne by the Customer unless agreed otherwise.
  • 4. If no other payment schedule has been agreed, Supplier shall invoice 30% as a down payment and 70% payable with five (5) days payment notice after delivery. The default interest for delayed payments is sixteen (16) percent p.a.
  • 5. Title to the Order is transferred to the Customer when the Order has been paid for in full, provided that such retention of title is valid under applicable national law. This retention of title shall not affect the passing of risk.

Responsibilities and Liability

  • 6. Each Party of the Transaction is fully responsible for the quality of documentation (specifications, drawings, etc.) submitted by it to the AirFaas Platform, and suitability of that documentation for preparing the material or product as determined in the Order. In case the specifications or drawings do not work when manufacturing as per the specifications, party, which has submitted the drawings or specifications in question will be responsible for any extra costs or delays to the other party of the Transaction.
  • 7. The Supplier is fully responsible for any manufacture and preparation defects in the Order.
  • 8. Neither party is liable for any delay in meeting or for failure to meet any of its obligations under the Transaction due to causes outside its reasonable control, including, but not limited to: any labour disputes, war, pandemic, riot, fire, acts of any governmental or international authority (such as export or personal sanctions) or failure of electricity supply, general interruption of traffic, natural catastrophes and exceptional weather conditions as well as customs procedure delays and transport vehicle breakdown. The party claiming Force Majeure shall promptly inform the other party thereof through AirFaas Platform non-conformity reclamation feature. The performance of the Transaction shall be suspended for duration of the Force Majeure event. If the Force Majeure event lasts longer than 10 weeks, either party has a right to terminate the Transaction.
  • 9. Any party to the Transaction, which has discovered shortcomings in the performance of the Transaction must submit any complaints to its counterparty through AirFaas Platform non-conformity reclamation feature without delay, with clear descriptions of said shortcomings, so that a written trail of the complaint is created and maintained.
  • 10. Unless otherwise agreed, neither party is liable for any indirect damages, including lost profits, lost sales or business, lost data or business interruption, save in case of intentional breach of Transaction or gross negligence.

Warranty

  • 11. The Supplier gives 24 (twenty-four) months´ warranty to the Order from the date of delivery of the Order, unless otherwise agreed, or unless the typical life-span of the Ordered product is shorter than the said warranty period. The warranty presumes that the Ordered products remain during the warranty period fully functional and suitable to their general purpose in normal usage, and of quality usually and reasonably expected of corresponding products of similar price range available in the Customer´s home market. During the warranty period, faulty product is either repaired or replaced by a fully functional one at the Supplier´s expense.

Dispute resolution

  • 12. Unless otherwise agreed, the Transaction shall be governed by the laws of Finland.
  • 13. Unless otherwise agreed, any dispute, controversy or claim arising out of or in connection with the Transaction shall be settled amicably through negotiations. Should amicable negotiations fail, the dispute shall be finally settled by arbitration under the rules of the Board of Arbitration of the Central Chamber of Commerce of Finland. The arbitration tribunal shall consist of one (1) arbitrator. The arbitration shall take place in Helsinki, Finland. The arbitration shall be conducted and the arbitration award shall be given in the English language, but evidence may be submitted also in Finnish and/or Swedish and witnesses heard in any of the said languages.
  • 14. At a mutual request of the Users in dispute, and at any stage of the dispute, AirFaas may give a neutral opinion on the dispute against a fee of 2 500 EUR, paid jointly by the Users in dispute. AirFaas assessment of the dispute shall be based only and solely on the documents, information and material submitted by the Users in dispute to the AirFaas Platform in the Order or Transaction whereof the dispute arose. Such opinion of AirFaas is not binding on the parties, but it may be used as evidence at the discretion of the parties and the chosen dispute resolution forum.

User Terms of Finance Loop Service

1. General

1.1 The definitions in AirFaas User Terms of Service apply.

1.2 These specific terms for Finance Loop are automatically incorporated into and constitute a part of any Pur-chase Agreement the Users conclude in AirFaas Platform, if the Finance Loop is used in the Purchase Agreement.

1.3 The AirFaas Finance Loop is a credit insured financing arrangement, enabling safer transactions for the Us-ers of AirFaas Platform. Finance Loop allows to pay a maximum of 30% (confirmed Order value) prepay-ment for Orders made through the AirFaas Platform by short-term intermediary trade and subsequent factor-ing, reducing the Customer´s need for cash at placing Order, granting additional payment time and reducing the Factory´s risks with initiating projects. Further, Finance Loop protects all parties of a Purchase Agree-ment for up to 90% of their incurred actual material and labour costs in case of insolvency of the other party of Purchase Agreement. This means the Factory is protected in case of Customer insolvency and the Cus-tomer is protected in case of Factory´s insolvency. In essence, when a transaction is approved for the Fi-nance Loop, AirFaas becomes, for the duration of Finance Loop service, a party to the Transaction between the Factory and the Customer. Thus, during this period AirFaas acts temporarily as a customer to the Facto-ry and as supplier to the Customer, taking prepayment of the Order on its balance.

1.4 It is not possible to obtain either the intermediary prepayment financing or credit insurance alone, both ele-ments are essential parts of Finance Loop and not provided by AirFaas on stand-alone basis.

1.5 Finance Loop service is a coordinated effort among AirFaas, Euler Hermes and Nordea Bank. Credit insur-ance is provided by the world’s largest credit insurance company, Euler Hermes and the prepayment financ-ing is provided by Nordea Bank via AirFaas.

2. General

a) The Users involved in use of Finance Loop must be registered in the AirFaas Platform. Finance Loop is available only through AirFaas Platform.

b) The User and its counterparty in the Purchase Agreement must be credit approved by Euler Hermes credit check through AirFaas Platform. The credit report may be obtained at initial registration of the User to AirFaas, if the User pays a registration fee, and it is always obtained when a party to Pur-chase Agreement applies for use of Finance Loop. In case credit approval is denied by Euler Her-mes, Finance Loop is unavailable to the User, but it may continue to use other features of the AirFaas Platform.

c) The Order for products and services to be financed through Finance Loop must be duly registered in AirFaas PO/SO Loop by the User.

d) The Order and its transfer to Finance Loop process must be accepted by both the Customer and the Factory in the AirFaas Platform. AirFaas grants its own approval for the Finance Loop at its own discretion, depending i.a. on availability of external financing to AirFaas, credit rating of the parties involved, complexity of the order and other factors, which may in opinion of AirFaas affect the risk profile of the Order. If no additional information is needed for approval, AirFaas should approve the Order for Finance Loop within seven (7) days from submitting it for approval by the User. If no ap-proval or request for additional information is received within seven (7) days from AirFaas, the Order is considered rejected from Finance Loop.

e) Once the Order is approved by AirFaas for the Finance Loop, the Customer and the Factory may not amend or cancel the Order without explicit approval of AirFaas. In case any monies have been paid by AirFaas in approved Finance Loop Order, such order may be cancelled by the parties only after all the sums, paid by AirFaas, added with its fees, are returned to AirFaas.

f) Additional confirmation of the identity and signatory rights of the representative of the User submit-ting Order for approval to Finance Loop, or additional information on the ultimate beneficiaries of the Customer or the Factory involved in the transaction may be requested by AirFaas. Failure to provide such requested additional information leads to refusal of Finance Loop service.

3. Transport Insurance

3.1 The Users submitting the Order for Finance Loop approval commit to ensure that either the Customer or the Factory obtains a transport insurance for the products purchased using Finance Loop for the transportation of the products under the terms of the Purchase Agreement. The parties to the Purchase Agreement may choose the transport insurance provider and division of the transport insurance costs between the Customer and the Factory at their own discretion, or use their existing transport insurances, but the transport insurance must cover at least the full Order value of the products +10% and transport costs. Finance Loop credit in-surance does not cover damages occurred to the products during transportation or production.

4. Specific Terms of AirFaas Finance Loop

4.1 When the Finance Loop is used, AirFaas acts as an intermediary purchaser between the Factory and the Customer, and the owner of the Order, for the duration of Finance Loop financing, i.e. until the Order is not fully paid by the Customer pursuant to these terms and the terms agreed in the Purchase Agreement. Thus, the prepayment AirFaas makes to the Factory for the Order is a receivable from the Factory on the AirFaas´ balance, which is, at the end of duration of Finance Loop period, sold to the Customer for its nominal value added with the costs of Finance Loop elaborated below.

4.2 Finance Loop prepayment amounts to 30% of the mutually confirmed Order value, or any such smaller per-centage of the confirmed Order value as agreed by the Customer and the Factory and approved by AirFaas in AirFaas Platform.

4.3 The prepayment under Finance Loop is paid by AirFaas to the Factory when the use of Finance Loop for particular Order is approved by AirFaas, and the Purchase Agreement for manufacturing of Order using Finance Loop is approved in the AirFaas Platform by both the Customer and the Factory.

4.4 The basic cost of Finance Loop service is 0,45% of the full approved Order value. This includes the interest for 30% prepayment with up to forty-two (42) days’ pay-back time as well as expenses for back to back credit insurance. If a longer payment time is requested by the Customer in Finance Loop of AirFaas Plat-form (up to 85 days from the date of prepayment is possible), an additional cost of 0,1% of the full ap-proved Order value is charged for each beginning seven (7) days’ period after the initial forty-two days.

4.5 Default duration of the Finance Loop is forty-two (42) days from the date of prepayment, and extended duration of up to eighty-five (85) days from the date of prepayment in total is possible upon preliminary Approval by AirFaas. In case the payment is delayed beyond agreed duration, AirFaas charges default in-terest of 0,3% of the full confirmed Order price for each starting seven days of delay, and has a right to initiate legal collecting process in the court against the Customer immediately when the repayment is de-layed beyond 85 days from the date of prepayment.

4.6 When the Finance Loop is used, The Customer must pay the entire agreed purchase price of the Order by using the payment functionality of the AirFaas Platform. AirFaas collects all payments from the Customer on behalf of the Factory. Repayment of Finance Loop prepayment and cost of Finance Loop service is withheld by AirFaas from the sums payable by the Customer.

4.7 If the payment is not conducted pursuant to 4.4 and 4.5 above, AirFaas has a right to deduct any outstand-ing sums from any other payments of the parties involved, conducted through the payment service of AirFaas Platform.Further, in such case AirFaas has the right to publicly show in the User information of the User in delay in the AirFaas Platform, that the User in question is showing payment difficulties and has overdue payments.

4.8 AirFaas retains the title to the Order until it is fully paid by the Customer.

4.9 Default interest, provided for in 4.5 above is payable directly by the Users to AirFaas, without prejudice to possible other delay sanctions and division of the liability for delays agreed between the Users in the Pur-chase Agreement. In case of substantial delay, the default interest does not preclude AirFaas from seeking the actual damages, exceeding the accrued interest, from the Users.

4.10 In case the delivery of the Order has not happened within the payment period agreed pursuant to 4.4 and 4.5 above, and the Users have not paid the Finance Loop receivables to AirFaas, AirFaas has a right to unilater-ally terminate the Order in question and claim all damages related to termination from the Users involved, who shall be jointly and severally liable to indemnify AirFaas for such damages, irrespective of the cause of delay. AirFaas shall have a right to deduct its Finance Loop receivables fully from any of the funds Users involved transfer through AirFaas Platform and may block any further AirFaas services from the Users in-volved until all its receivables are fully paid.

4.11 In case the Order, delivered by the Factory that has received a Finance Loop prepayment, is not accepted by the ordering Customer due to claimed quality issues or other nonconformity to the Purchase Agreement between the Customer and the Factory, and the parties to the Purchase Agreement have not paid to AirFaas its Finance Loop receivables, AirFaas has a right to unilaterally terminate the Order in question and claim all damages related to termination from the Users involved, who shall be jointly and severally liable to indemni-fy AirFaas for such damages, irrespective of the cause of non-payment by the Users. AirFaas shall have a right to deduct its Finance Loop receivables fully from any of the funds Users involved transfer through AirFaas Platform and may block any further AirFaas services from the Users involved until all its receivables are fully paid.

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