Radiator Cloud General Terms and Conditions (“Terms”)

Radiator Cloud General Terms and Conditions Version 1.0
Last Changed 2024-03-07


1.1 These Terms apply to Order(s) (defined in Section 2) on the licensing of the Software and the Documentation (both defined in Section 2) by Radiator Software Oy (“Supplier”) to the customer named in the Order (“Customer”). These Terms form an integral part of the Order. Customer’s purchase, procurement or other terms shall not apply to the Order, even if referred in or attached to Customer’s purchase order or other document submitted by Customer. Supplier and Customer are hereinafter referred to each as a “Party” and together as the ”Parties”.



The following terms shall have the meanings assigned to them herein:
“Documentation” means usage manuals and other documentation in written or electronic form that are supplied to Customer or accessible via the Software.
“Intellectual Property Rights” means any and all intellectual property rights, such as patents, inventions, utility models, trademarks, domain names, copyrights, rights related to copyright, rights in designs and rights in know-how, whether registered or not, and including without limitation the right to amend and further develop the objects of such rights and to assign and sub-license the rights to third parties, and including applications for grant of any of the foregoing, and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may exist anywhere in the world.
“Marketplace” means Microsoft Azure Marketplace.
“Order” means Customer’s order of the Software Subscription in the Marketplace once confirmed by the Marketplace. The Order is entered into between the Marketplace and Customer.
“Service Description” means the Software’s written product description, as modified by Supplier from time to time, excluding at all times marketing materials.
”Software” means Supplier’s software offered by Supplier through the Marketplace and defined in the Order.
“Software Subscription” means the license granted by Supplier to Customer based on the Order and these Terms to use the Software.
“Plan” means a specific tier of the Software Subscription. Supplier offers different tiers of Software Subscription to its customers.
“Plan Description” means Supplier’s description of a Plan in the Supplier’s written Plan Documentation describing (i) the Software features and functionalities included in the Plan, (ii) possible standard services included the Plan, (iii) the possible user, service and/or other limits applicable to the Plan and/or (iv) any other possible content and limits of the Plan, as defined in the Supplier’s written Plan Documentation, as may be amended by Supplier from time to time.


3.1 The Plan applicable to Customer’s Software Subscription is defined in the Order. Customer is not entitled to select different features, functionalities, services or anything else from another Plan that is not applicable to Customer’s Software Subscription. Only one Plan is applicable to Customer’s Software Subscription at a time. Anything not explicitly mentioned in the Plan Description of the Plan applicable to Customer’s Software Subscription is not included in Customer’s Software Subscription.

3.2 Supplier does not host or operate the Software for Customer and is not liable for any cloud outages or unavailability of the Software in the hosting or operating environment, or for any security of the hosting or operating environment. Customer is liable for all expenses of the operating and hosting of the Software.

3.3 Customer shall, at its own expense, acquire also other equipment, connections, data transfer services, hardware, software and information security services that are required to be used in connection with the Software, according to the compatibility requirements set by Supplier from time to time.

3.4 Supplier may make changes to the Software and Documentation at any time.


4.1 The Software Subscription or the Order do not contain consultation services, support services or implementation, training or other services, unless otherwise defined by Supplier in the Plan Description.

4.2 Consultation services, support services and/or other services may be available for purchase by Customer separately from Supplier. In such case the Parties agree on Customer’s order of such services separately in written form.

4.3 Supplier’s General Terms and Conditions for Support and Consultation (attached) apply to all services included in the Plans and to all orders and other agreements on provision of services, along with Supplier’s applicable service descriptions. The “Agreement” in the General Terms and Conditions for Support and Consultation thus includes also the Order, if service(s) is/are included in the Plan. In addition, the Radiator Email Support Service Description (attached), along with the General Terms and Conditions for Support and Consultation, applies to email support service possibly included in the Plan(s) and to all orders and other agreements on provision of email support service. These Terms prevail over the General Terms and Conditions for Support and Consultation in case of discrepancy.


5.1 Subject to Customer’s payment of the prices payable for the Software Subscription under the Order, Customer is granted the right to use the Software in accordance with the Documentation during the term of the Software Subscription. Except for the users allowed in the Documentation, Customer may not use the Software to offer services to any third party or otherwise transfer the Software to any third party or allow any third party to benefit from the Software. There are no implied licenses.

5.2 Customer may use the Documentation internally to support the use of the Software during the term of the Software Subscription.

5.3 Customer may not repair or otherwise modify the Software or the Documentation. Customer may not disassemble, decompile or reverse engineer or otherwise attempt to derive the source code of the Software.

5.4 Customer agrees not to remove or conceal any copyright, trademark and other notices or other form of identification affixed by Supplier to the Software or the Documentation.

5.5 Supplier disclaims any and all warranties with respect to the Software and the Documentation, including but not limited to warranties of merchantability, satisfactory quality and fitness for a particular purpose.

5.6 Without limiting the foregoing, Supplier shall not have any liability for: (i) actions or omissions of the Marketplace or of other third parties, (ii) failures in networks, Internet or other networks, (iii) failures in Customer’s equipment, connections, data transfer services, hardware, software or information security, (iv) misuse, such as use in violation of the Terms, Documentation, provisions of the Order or Supplier’s instructions, (v) the use of the Software with any other product, service, hardware, network or system not supplied by Supplier or (vi) modification of the Software or a faulty integration performed by anyone else than Supplier.


6.1 Title and Intellectual Property Rights in the Software and the Documentation, and any copies, modifications, translations, amendments and derivatives thereof, belong to Supplier and/or its licensors.

6.2 The structure and user interface of the Software, and their underlying ideas and the Documentation are Supplier’s trade secrets.


7.1 Supplier shall have no liability based on the Order, the Software Subscription, the Documentation, these Terms or otherwise for any (i) indirect, incidental, special or consequential damages such as loss of profit, revenue or savings, or for punitive damages or damages payable to third parties, or (ii) loss or alteration of data nor for any damages incurred as a result thereof such as expenses involved in the reconstitution or transfer of data, or for cover purchase, even if Supplier was advised of the possibility of such damages.

7.2 Supplier’s aggregate maximum liability for damages for any and all causes of action occurred during any calendar month shall not exceed twenty (20) % of the amount of the prices without VAT paid by the Marketplace to Supplier during the said calendar month for the Order being the cause of or related to the action.


8.1 Term
The term of the Software Subscription is defined in the Order.

8.2 Termination Due to Cause
Supplier may terminate the Software Subscription immediately by giving a written notice if Customer commits a material breach of these Terms and fails to remedy the same within thirty (30) days after receipt of a written demand from Supplier to cure the breach.


9.1 Assignment and Subcontractors
Customer may not assign the Software Subscription or other of its rights to a third party, without the prior written consent of Supplier. Supplier may assign its rights, obligations and liabilities arising out of the Terms to a transferee. Supplier may use subcontractors.

9.2 Recruitment Restriction
Customer may not hire any employee or director of Supplier or enter into any other agreement or other arrangement, whose purpose is to obtain the work contribution of such person where as a consequence the employee or director terminates his/her director agreement or employment with Supplier, until twelve (12) months has passed from the earlier of (i) termination or expiration of the Software Subscription or (ii) cessation of the person’s employment or director relationship with Supplier. In case of a breach of this recruitment restriction, Customer shall pay to Supplier as liquidated damages seventy thousand (70.000) euros for each breach.

9.3 Survival
Upon termination of the Software Subscription, the provisions relating to Intellectual Property Rights, disclaimers of warranty, trade secrets, limitations of liability, recruitment restriction and governing law and dispute settlement, shall survive. Also, any other provisions which by their nature or wording contemplate effectiveness beyond the termination of the Software Subscription, shall survive the termination.

9.4 Entire Agreement
These Terms supersede previous proposals, marketing materials and other communications between the Parties with respect to the subject matter of these Terms.

9.5 Severability
If any provision of these Terms is found to be contrary to law, the other provisions of the Terms will remain in full force and effect. Such invalid provision shall be amended by the Parties and the Terms shall be interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law.

9.6 Waiver and Amendment
Amendments of these Terms are valid only if made in writing and signed by each Party. A failure by Supplier to use any of its rights based on the Terms shall not be construed as a waiver of such right.

9.7 Force Majeure
Supplier shall not be liable for delays, defects or damages that are caused by factors due to an impediment beyond his control, which he cannot reasonably be deemed to have taken into account at the time of the conclusion of the Order, and the consequences of which he could not reasonably have avoided or overcome. Such events of force majeure shall include (without being limited to) war, strikes and other labour disputes, acts of government, statutes, ordinances or regulations, embargo, natural disasters, accidents, failures of telecommunication, general shortages of energy, security attacks, and failures in Internet and other networks outside Supplier’s control.

9.8 Governing Law and Dispute Settlement
These Terms, shall be construed in accordance with Finnish laws, excluding the choice of law provisions and the UN Convention on Contracts for the International Sale of Goods. All disputes arising out of these Terms shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce, in Helsinki in English language. Notwithstanding the above, Supplier may also seek equitable and/or injunctive relief to prevent or stop a violation of the terms and conditions contained in the Terms in any court of law.

9.9 Attachments
1 General Terms and Conditions for Support and Consultation
2 Radiator Email Support Service Description