#GENERAL TERMS & CONDITIONS=
GENERAL TERMS & CONDITIONS
for Varihunt Services
Last updated: October 2021
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1. Definitions
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“Solution” means the Varihunt online platform, operated by Varihunt and enabling the management of information and documents related to ISMS – Information Security Management System (“Cyber Security”). The platform is accessible via our website (www.varihunt.com)
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“Service” means the Varihunt services offered by Varihunt and dedicated to the analysis of the maturity level of Company's Information Security Management System (“ISMS”) against industry benchmarks (cyber security performance), excluding any other performance-related services.
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“Affiliate” means any corporation or other legal entity that controls, is controlled by, or is under common control with a Party.
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“Client(s)” means any company subscribing to the Solution enabling it to access information concerning the cyber security performance of its suppliers or of its own subsidiaries.
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“Company(ies)” means any business entity entering in the contract with Varihunt by clicking the acceptance button on the Solution, which is considered as the acceptance of the Agreement and registering on the Solution to provide information on its Cyber Security practices, upon request of a Client or voluntarily.
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“Control” means, for purposes of the definition of “Affiliate” (a) with respect to a corporation, the control or ownership (directly or indirectly) of fifty percent (50%) or more of the shares or securities of such corporation representing the right to vote for the election of directors, and (b) with respect to any other legal entity, fifty percent (50%) or more ownership interest or control representing the right to make decisions for such entity. An Affiliate qualifies as such only for so long as such control exists.
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“Export Controls” means any laws, regulations, and restrictive measures (in each case having the force of law) related to the import, export or re-export of goods, technology and services administered, enacted or enforced from time to time by (i) the United States (including without limitation the Department of Commerce’s Bureau of Industry and Security and Department of State’s Directorate of Defense Trade Controls), (ii) the European Union and its member states, (iii) the United Kingdom, or (iv) other jurisdictions with regulatory authority over Varihunt, the Company(ies) or their respective Affiliates from time to time.
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“Sanctioned Person” means a legal or natural person that is (i) the subject of Sanctions (ii) resident in or organized under the laws of a country or territory which is the subject of country- or territory-wide Sanctions currently or within the past five years (including without limitation Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region), or (iii) owned or otherwise controlled by any of the foregoing.
“Sanctions” means any trade, economic and financial sanctions and embargo laws, regulations, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by (i) the United States (including without limitation the Department of the Treasury’s Office of Foreign Assets Control and Department of State), (ii) the European Union and its member states, (iii) the United Nations, (iv) the United Kingdom, or (v) other jurisdictions with regulatory authority over Varihunt, the Company(ies) or their respective Affiliates from time to time.
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“Users” means, collectively, Companies and Clients.
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2. Subject
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Varihunt operates the Varihunt Services on behalf of Users aimed at monitoring the maturity level of their Information Security Management System of the Companies. Access to this Service and use of the Solution are strictly subject to these General Terms & Conditions (hereinafter collectively referred to as the “Agreement”).
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3. Confidentiality
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3.1. Except as otherwise expressly authorized by the other party, Varihunt and the Users shall only use the information and documents, of any nature whatsoever concerning the other Party, to which they might have access during or in connection with the use of the Solution, for the purpose of this Service. The content of evaluation questionnaires and information related to the Varihunt evaluation methodology is considered as confidential information.
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3.2. For purposes of the Service, the Company grants Varihunt the non-exclusive and royalty-free right, on a worldwide basis, to host, store in cache mode, reproduce, and display, the information the Company will supply in the course of or in connection with the use of the Solution (the “Data”), and to use such Data to develop the Varihunt database. The Company warrants and represents that it has all the rights and authorizations that are necessary to use the Data for purposes of the Service, and that it can freely grant the above license rights.
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3.3. Article 3.1. shall not apply to information pertaining to the public domain or known by the other Party prior to the performance of the Service. Each Party may, if so obliged, disclose, without prior notification, approval or consent by the other Party, to tax authorities, local or governmental authorities and courts any confidential information that is required to be disclosed by law, as well as to such Party's representatives, external counsels and advisors, or for audit purposes.
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3.4. Notwithstanding Article 3.1. above, the Company will have the ability to share via the Solution its scorecard and other assessment results with certain Clients (and individual companies within a Client's group of companies or several Clients in the case of sector initiatives) or with external third-parties of its own choice. A scorecard and other assessment results can only be shared based on a Company’s consent given via the Solution.
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The above rules described in Article 3.4. only apply to recurrent sharing of a valid scorecard and other assessment results. The initial scorecard and other assessment results are simultaneously released for the Company and the initial Client (and individual companies within a Client's group of companies or several Clients in the case of sector initiatives).
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Company grants Varihunt the right to classify and display on the Solution the Company's name, location and performance medals achieved as a result of the assessment.
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4. Responsibility of Varihunt
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4.1. The Service shall be accessible by the Users at any time, 24 hours a day, 7 days a week, except during maintenance periods. Varihunt shall not be responsible for any network-related failures, interruptions, outages, delays, system unavailabilities and other connectivity problems affecting the Solution or the Service. In the event that Varihunt becomes aware of a data breach incident likely to severely compromise the security of the Solution or of the Service, or of the Users' Data, Varihunt may, without notice, momentarily suspend access to the Solution and to the Service in order to remedy the security breach in a timely manner. In such event, the Varihunt shall not incur any liability to Users and Users shall not seek any compensation whatsoever from Varihunt.
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4.2. Varihunt does not warrant any results from the use of the Service and Solution and shall only be held to an obligation to use best endeavors ("obligation de moyens"). Varihunt does not warrant that the functionality of the Solution or of the Service will meet the Users' requirements. The Solution and the Services shall be regarded only as a decision-making tool and Varihunt cannot be and is not liable for any decision taken by the User on such basis. The Parties hereby acknowledge that no software is error-free and that not all software errors need to be corrected or can be corrected in a cost-efficient manner.
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5. Responsibility of Users
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5.1. The User agrees not to (i) interfere with or attempt to interfere with the proper working of the Solution; (ii) post or send to the Solution anything that contains a virus, or any harmful files (iii) reverse engineer the Solution.
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5.2. The User shall secure the access to the Solution and maintain adequate security measures to safeguard the Solution from unauthorized access, use or copying. The User is solely and uniquely responsible for the confidentiality of its employee’s username and password. It shall immediately notify Varihunt of any unauthorized use of personal login data. In the absence of any such notification, all information received by Varihunt from someone using the login and password of the User will be considered as having been sent by the User. The User shall immediately inform Varihunt of any unauthorized access to the Solution.
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5.3. The User shall not without the prior written express consent of Varihunt (i) translate or adapt the Solution for any purpose nor arrange or create derivative works based on the Solution, (ii) make for any purpose any alterations, modifications, additions or enhancements to the Solution (iii) decompile, reverse-engineer or disassemble the Solution or any part of it.
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6. Responsibility of the Company
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6.1. The Company shall cooperate with Varihunt and ensure that it supplies in a timely manner to Varihunt the data, information, and documentation that are appropriate for or in connection with the operation of the Service.
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6.2. The Company shall ensure that all data communicated is accurate, faithful and complete, and agrees not to post or transmit to the Solution any unlawful, fraudulent, harassing, libelous, or obscene data.
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6.3. The Company shall appoint an administrator of its account created on the Solution. Contact information of this administrator shall be visible to all Users that are part of the Company’s Varihunt network.
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7. Compliance with Laws
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In connection with performance of this Agreement, the Parties shall comply with all applicable laws and regulations.
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8. Trade Controls
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8.1. The User represents and warrants that (i) neither the User nor any of its officers or directors is a Sanctioned Person and (ii) it will not use, and will not allow any party to use, any services provided by Varihunt or its Affiliates (including but not limited to, the Service and the Solution) in connection with doing business with or involving Cuba, Iran, North Korea, Sudan Syria or the Crimea region.
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8.2. The User represents and warrants that it will not use, and will not allow any party to use, any services provided by Varihunt or its Affiliates (including, but not limited to, the Service and the Solution)in connection with doing business with any Sanctioned Person, or for any purpose that would violate, or cause Varihunt or its Affiliates to violate, Sanctions and Export Controls.
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8.3. The User acknowledges and agrees that Varihunt and its Affiliates are, from time to time, subject to Sanctions and Export Controls and must take measures to ensure compliance with applicable Sanctions and Export Controls. The User therefore acknowledges and agrees that its access to and use of any services provided by Varihunt or its Affiliates (including, but not limited to, the Service and the Solution) (i) is subject to the representations and warranties provided in this Article 8, (ii) may be blocked and suspended in the event of potential match to a Sanctioned Person, and (iii) may, in case of such a potential match, require the User to provide information necessary to confirm its identity.
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8.4. The representations, warranties, covenants, or obligations provided in this Article 8 are given only to the extent that they would not result in a violation of or conflict with Council Regulation (EC) No. 2271/96, as amended, any law or regulation implementing Council Regulation (EC) No. 2271/96 in any member state of the European Union, the German Foreign Trade Act or any applicable equivalent law or regulation.
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9. Indemnification
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9.1. The User shall indemnify, defend and hold Varihunt harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, incurred by Varihunt in connection with any claim, suit, action or proceeding that arises out of or relates to (i) any breach of any representations, warranties, covenants, or obligations of the User in connection with the Data under this Agreement, (ii) the consequences of any unlawful, fraudulent, harassing, libelous or obscene data, information or documents provided to Varihunt.
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9.2. Subject to Article 13, Varihunt shall indemnify, the User from and against any claims alleging that the Service infringes the intellectual property rights of a third party not associated with the User and shall pay any monetary judgments, reasonable and related attorneys' fees, and costs finally awarded to the third party for such infringement or any settlement of such claim to which Varihunt has agreed. The foregoing obligation does not apply to any claim arising out of or relating to any (a) access to or use of the Service in combination with any hardware, system, software, network or other materials or service not provided or authorized in writing by Varihunt; (b) modification of the Service other than (i) by or on behalf of Varihunt; or (ii) with Varihunt’ written approval (c) Users Indemnity under Section Article 9.1 above.
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9.3. The foregoing indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent.
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9.4. If any Service is, or in Varihunt’ opinion, is likely to become the subject of any infringement-related claim, then Varihunt will, at its expense and in its discretion: (a) procure for the User the right to continue using the Service; (b) replace or modify the infringing technology or material so that the Service becomes non-infringing and remains materially functionally equivalent; or (c) terminate the Agreement and give the User a refund for any pre-paid but unused fees.
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10. Subscription and fees
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10.1. Use of the Solution by the Company is conditioned by the payment of a non-refundable, annual subscription fee, as detailed on https://Varihunt.com/get-assessed/. All payments are due upon receipt. Local taxes, including withholding tax shall be paid by the User or respectively shall be charged to the User and their amounts shall not be deducted from the subscription fee. The payment of the fee won’t be required from the Company, only during the sponsored subscription term in the case where the subscription fee is paid by a Client.
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10.2. Subject to the Company's right to terminate this Agreement in accordance with Article 14, Varihunt reserves the right to revise its annual subscription fee schedule at any time and without incurring any liability whatsoever towards the Users.
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10.3. A processing charge will apply for any method of payment other than credit card.
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10.4. Companies with a billing address within the European Union (including the UK) are invoiced in euros only; all other companies can select between invoicing in euros or in U.S. dollars.
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10.5. Bank-related fees (wire transfer and currency exchange fees, if any), as well as any debt collection services-related fees, shall be borne by the Company. Any failure by the User to make any payment when due may result in late payment fees on the past due amount at an amount corresponding to three (3) times the interest rate permitted under applicable law in Finland.
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11. Intellectual property rights
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The entirety of content on the Solution, including all methodologies, procedures, management tools, workshops, manuals, software packages, databases, questionnaires, designs, ideas, inventions, expertise, commercial methods, analysis methods, evaluation methodologies, evaluation results and all other rights covered by intellectual property rights developed, created or acquired by Varihunt prior to supplying the Service or during operation of the Service, by any other means whatsoever, are and remain the exclusive property of Varihunt. All data and individual entries made on the Solution by each User remain the property of this User. In case of subscription to the Premium service, the Company will be granted a 12-month license to use and reproduce its scorecard and/or any of the associated communication tools from the date these results were published, under the condition that the subscription of the Company remains valid.
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12. Data Protection
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While operating the Solution and providing the Service, Varihunt, as a data controller, will process personal data in accordance with EU General Data Protection Regulation 2016/679 (hereinafter “GDPR”). In connection with this processing, Varihunt will take adequate physical, administrative and technical measures to protect such data against their accidental or unlawful destruction, accidental loss, alteration, disclosure, any unauthorized access, in particular over the Internet, as well as against any form of unlawful processing, in accordance with its Statement of Data Privacy, which can be viewed by clicking on the following link: Varihunt.com/legal-notice.
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13. Limitation of liability
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13.1. Notwithstanding any other provision in this Agreement, Varihunt shall in no event be liable for any indirect loss or damage of any kind (including, without limitation, costs of cover, loss of profits, revenue, business, or loss or corruption of data), including arising from (i) the use or inability to use the Solution or the Services, (ii) Clients’ use of the Data, or the evaluation results of the Company; or (iii) a User's breach of its confidentiality obligations, regardless of the form of action.
13.2. Except for Article 13.3., the total aggregate liability of Varihunt shall, in any case and regardless of the legal ground of the claim, be strictly limited to the amount of the fees paid by the Company for the Services under this Agreement in the preceding 12 months.
13.3. In the case of Companies having sponsored subscription, the total aggregate liability of Varihunt shall, in any case and, regardless of the legal ground of the claim, be strictly limited to the fees due for subscription as specified during the registration stage on the Varihunt platform.
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14. Term – Termination
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14.1. This Agreement shall enter into force, for an initial term of 12 months, starting on the date the User accepts the General Terms & Conditions, as validated by online confirmation on the Varihunt platform. It will renew by tacit renewal per period of 12 months each, unless terminated by either of the Parties.
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14.2. The User may terminate the Agreement at any time, for any reason, by discontinuing using the Solution and sending a written notification to Varihunt. The documentation provided in electronic format will be deleted upon request, subject to the obligations binding on Varihunt to retrain certain information. Varihunt may terminate this Agreement without notice if the Company is found to be in material breach of any of the terms of this Agreement.
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14.3. Moreover, Varihunt may terminate this Agreement at any time, for any reason, by sending written notification (or notification in an electronic form) to the User. In such situation, the User shall be entitled to receive a refund for the pre-paid subscription fees on a pro-rata-basis in respect of any Services not received after the date of termination.
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14.4. Articles 3, 11, 13 and 17 shall survive any termination of the Agreement.
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15. Assignment and transfer
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The Company shall not assign or transfer the Agreement to any third party without the prior written consent of Varihunt. Varihunt may assign this Agreement to any direct or indirect subsidiaries or Affiliates, including newly created companies or to any other third party chosen by Varihunt.
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16. Modification
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Varihunt reserves the right, at any time, to modify the terms of this Agreement, subject to the Users ability to terminate the Agreement pursuant to Article 14.2 hereof. The Users will be informed of any such changes by means of publication on the web site Varihunt.com or through any other adequate means.
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17. Applicable law and jurisdiction clause
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This Agreement shall be governed, construed and interpreted in accordance with the laws of Finland. Any dispute arising out of or in connection with the Agreement, which cannot be settled amicably, shall be submitted to the competent court of Helsinki, Finland, which shall have exclusive jurisdiction notwithstanding the plurality of defendants.
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18. Application of the Agreement
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18.1. The Parties hereby agree that this Agreement sets forth the entirety of their respective rights and obligations relating to the subject matter thereof. This Agreement supersedes all prior agreements, negotiations, and discussions between the Parties relating thereto. Any terms or conditions of any purchase order or other documents submitted by the User in connection with the access to or use of the Solution that are in addition to, different from, or inconsistent with this Agreement are not binding on Varihunt and are ineffective.
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18.2. This version of the General Terms and Conditions are effective from the date indicated in the notification informing the Users about the new version of the Agreement.