Anti-Corruption Clause
Anti-Corruption and Ethical Principles
The parties commit to complying with all applicable anti-corruption laws, regulations, and governmental requirements in all activities under this agreement, including but not limited to Finnish legislation, the United States Foreign Corrupt Practices Act (“FCPA”), international anti-bribery regulations, and the ethical requirements of Red Hat and Red Hat partner programs. The FCPA prohibits bribery of foreign officials and requires adequate internal control systems and transparent accounting.
The parties assure that they will not directly or indirectly offer, pay, promise, approve, or receive any bribe, illegal advantage, commission, facilitation payment, or other improper benefit in connection with business, contracts, or governmental matters in violation of the United States Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation.
The parties commit to maintaining adequate internal control, accounting, and compliance procedures to prevent, detect, and investigate corruption. To ensure compliance with the agreement, the parties will conduct an anti-corruption activity review and audit at least once after the end of each fiscal year.
If either party detects or suspects a violation related to corruption, bribery, fraud, or other unethical conduct, it must promptly notify the other party in writing. A material breach will be considered a serious breach of this agreement, entitling the other party to terminate the agreement immediately without liability.
The parties also commit to fully cooperating with any audits, inspections, investigations, and governmental inquiries, and to provide all reasonably necessary information and documentation to demonstrate compliance with anti-corruption regulations and ethical standards.
Official U.S. Legal Sources and References
- Official U.S. Government Text of the FCPA
- U.S. Department of Justice – Foreign Corrupt Practices Act (FCPA)
- DOJ & SEC FCPA Resource Guide
- U.S. International Trade Administration – FCPA Overview
- Cornell Law School – FCPA Legal Definition
Delivery and Complaints
The supplier is responsible for delivering the work in accordance with the terms and technical requirements specified in the offer.
All complaints and claims must be made in writing to: matti.kiviharju@i4ware.fi, and the supplier must be given a reasonable time to correct any errors or deficiencies. The supplier’s liability for damages is limited to the total amount paid by the customer under the respective contract.
Right to Suspend or Cancel the Assignment
The supplier has the right to suspend or cancel the assignment if the customer fails to meet their payment obligations or does not provide the necessary information for the execution of the project within 60 days of the supplier’s written request. Payments already made in connection with the cancellation or suspension are non-refundable.
Force Majeure
Neither party, neither i4ware nor the customer, shall be liable for delays or failures to perform due to exceptional events or circumstances beyond the control of the parties. These include, among others: natural disasters, earthquakes, labor disputes, material shortages, riots, wars, fires, epidemics, transportation problems, or other generally recognized force majeure events. The obligations and rights of the released party shall be extended day by day for the duration of the impediment.
Applicable Law and Dispute Resolution
This agreement and the relationship between i4ware and the customer shall be interpreted and governed by the laws of Finland, excluding principles of conflict of laws.
All disputes arising from or related to this agreement or the relationship between the parties shall be subject exclusively to the jurisdiction of the Helsinki District Court.
No Warranty
Unless otherwise expressly stated, the software is provided “as is” and “as available”, without any express or implied warranties, including but not limited to: implied warranties of performance level, merchantability, or fitness for a particular purpose. i4ware does not warrant that the software is error-free, complete, or accurate. Evaluation versions are provided to customers for testing the software before commitment.
3. Third Party Services and Software
i4ware is not responsible for any third-party services, systems, or software, including but not limited to: internet connections of the housing company, the customer’s own internet connections or mobile connections, email servers, internet connection devices, web hosting services, virtual servers, as well as closed and open-source software.
i4ware is not responsible for whether the aforementioned third-party services or software work together with the systems provided, nor are any potential compatibility issues the responsibility of the vendor.
Any integrations, compatibility assessments, troubleshooting, or other tasks related to third-party services or their usage are separate and chargeable services.
Command Work
All command work is chargeable at an hourly rate. This also applies to situations where a vendor representative is waiting at the customer’s premises without active tasks, or when the vendor is called to the customer’s office without any actual work being performed.
Also, all meetings, appointments (remote or on-site), and the time spent on them are chargeable according to the hourly rate.
Usage Rights for References and Testimonials
The customer grants the Service Provider the right to use the Customer’s name, logo, trademark, and other identifiable materials for reference and marketing purposes, unless otherwise agreed in writing. This usage right also applies to materials that are registered trademarks in Finland (PRH) or contain ® or ™ markings. The Service Provider commits to using these trademarks appropriately and in accordance with the Customer’s branding guidelines.
Usage may include, but is not limited to: websites, brochures, portfolio content, proposal materials, and social media posts. If the Customer acts as a referrer, they grant permission to use their provided statement (recommendation) in the aforementioned channels.
The Customer may revoke the usage license with written notice. In this case, the Service Provider will remove or replace materials related to the Customer within a reasonable time, however, without the obligation to remove already printed or materials shared with third parties that cannot reasonably be modified afterwards.
AGREEMENT ON IT CONSULTING SERVICES AND WORK PRICE
1. Parties
This agreement is made between the service provider (hereinafter referred to as “Consultant/Supplier”) and the customer (hereinafter referred to as “Customer”).
2. Subject of the Agreement
The Consultant agrees to provide the Customer with IT consulting services, which may include, among other things, software development, system architecture, technical consulting, and other expert services as separately agreed.
3. Pricing and Billing
- The price of consulting services is 400 € / hour (VAT 0 %).
- Billing is based on actual hours worked, unless otherwise agreed in writing.
- Payment terms are 14 days net, unless otherwise agreed.
4. Value Added Tax (VAT)
- Sales in Finland: The applicable value added tax will be added to the price.
- For business customers in the EU (B2B): reverse charge VAT applies in accordance with EU directives.
- Sales to outside the EU: VAT 0 % (tax-exempt sales in accordance with applicable legislation).
5. Performance of Work
The Consultant will perform the work professionally and in accordance with good IT practices. The work can be carried out remotely or at a separately agreed location.
6. Liabilities and Limitations
The Consultant is not liable for indirect or consequential damages, such as business interruption or lost profits. Liability is limited to the value of the billed work, unless otherwise required by mandatory law.
7. Intellectual Property Rights
Unless otherwise agreed, the Customer will acquire the right to use the produced material after payment has been made. The Consultant reserves the right to use general expertise and know-how.
8. Confidentiality
The parties agree to keep all information related to each other’s business and technology confidential.
9. Duration and Termination of the Agreement
The agreement is valid indefinitely and can be terminated in writing with a 14-day notice period, unless otherwise agreed.
10. Applicable Law and Dispute Resolution
The agreement is governed by Finnish law. Any disputes will primarily be resolved through negotiations, and if necessary, in the competent court in Finland.
Source Code Licenses – GNU GPL (WordPress)
This online service uses the WordPress publishing system, which is licensed under the GNU General Public License (GPL).
WordPress and GNU GPL
WordPress is free and open-source software distributed under the GNU General Public License, version 2 (GPLv2) or later.
- Official WordPress site:
https://wordpress.org - Original text of the GNU GPL license:
https://www.gnu.org/licenses/old-licenses/gpl-2.0.html - GNU GPL (general license description):
https://www.gnu.org/licenses/gpl.html
GNU GPL – Copyleft Clause
GNU GPL is a copyleft license, which means the following:
- You have the right to use, study, modify, and distribute this software.
- If you modify WordPress or its source code and share or distribute it further:
- The modified version must be licensed under the same GNU GPL license.
- The source code must be made available according to the terms of the GPL license.
- You may not impose additional restrictions that limit the recipient’s rights under the GPL.
This ensures that the software and any improvements made to it remain free and open for all users.
This is a direct source URL (search term “GNU GPL traps in SaaS”) that you can use as is without modification to the agreement:
- Open Source License Traps For SaaS Businesses and direct URL: https://blog.promise.legal/startup-central/open-source-license-traps-for-saas-businesses/
Additionally, another relevant background source on the same topic:
- The SaaS Loophole in GPL Open Source Licenses and direct URL: https://www.mend.io/blog/the-saas-loophole-in-gpl-open-source-licenses/
These specifically address GPL/AGPL risks in the SaaS environment (“traps”), such as copyleft effects and the AGPL’s network distribution obligation
Copyrights and Limitation of Liability
WordPress and its related GPL-licensed components are provided “as is”, without any express or implied warranty, including but not limited to merchantability or fitness for a particular purpose, in accordance with the GNU GPL license.
i4ware SDK – Source Code License (MIT)
i4ware SDK (low-code platform) is licensed under the MIT License.
Copyright
Copyright ©
i4ware Software
MIT License – License Terms
This software and its associated documentation (hereinafter “Software”) is provided freely to anyone who obtains a copy of the Software. The license grants the right to:
- use
- copy
- modify
- combine
- publish
- distribute
- sublicense
- sell
Copies of the Software may be made without restriction, provided that the following copyright notice and this permission notice are included in all copies or substantial portions of the Software.
Limitation of Liability (Disclaimer)
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR OTHER PARTIES BE LIABLE FOR ANY CLAIMS, DAMAGES, OR OTHER LIABILITIES, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
Original MIT License
- MIT License (Open Source Initiative):
https://www.justice.gov/criminal/criminal-fraud/foreign-corrupt-practices-act?utm_source=chatgpt.com0
i4ware’s games are released as open source under the MIT license. You can use, modify, and distribute the source code of the games for commercial purposes in accordance with the terms of the MIT license.
Note on License Differences
- WordPress (GNU GPL) → copyleft, requires re-licensing under GPL
- i4ware SDK (MIT) → permissive license, no copyleft requirement
- i4ware’s games are released as open source under the MIT license → permissive license, no copyleft requirement
These can be used in the same project, as long as the terms of both licenses are met.
Google search term “GNU GPL traps in SaaS”
In the context of SaaS (Software as a Service), GNU GPL traps generally relate to situations where the traditional “SaaS loophole” (the fact that running software on a server is not legally considered “distribution”) closes due to technical implementations or stricter license versions.
Here are the key risks in Finnish:
1. JavaScript Distribution Trap
The GPL license allows running backend code on your own server without the obligation to distribute the source code. However, any JavaScript sent to the user’s browser is legally considered distribution (using the GPLv3 term “conveying”).
- Risk: If you use a GPL-licensed JavaScript library (e.g., for drawing charts or UI components) in your SaaS service’s user interface, you must make the source code of that library – and possibly your own code linked to it – available under GPL terms.
- Avoidance: Prefer using permissive licenses (MIT, Apache 2.0) in browser-executed code.
2. AGPL Trap (Affero GPL)
GNU Affero General Public License (AGPL) is specifically designed to close the SaaS loophole.
- Risk: If your SaaS service’s backend uses AGPL-licensed code, you must provide the entire service’s source code to all users who access the service over the internet.
- Surprise factor: A popular database or library may change its license to AGPL, and automatic updates can bring it into your production environment, which immediately triggers distribution obligations.
3. “Private instance” trap
SaaS models where a customer is provided with their own isolated version or “on-premises” installation can inadvertently trigger GPL obligations.
- Risk: As long as you host the software yourself, it is not considered distribution. But if you provide a copy of the software to the customer (e.g., to their own cloud or hardware), it is considered distribution.
- Consequence: At the moment of distribution, all GPL “copyleft” requirements come into effect, and you must provide the customer with the complete source code of the product.
4. Proxy server and injection (Proxy & Injection)
Customization layers, such as reverse proxy that injects CSS or JavaScript into a hosted GPL application, can cause legal ambiguities.
- Trap: If the proxy server modifies GPL code on the fly before it reaches the user, it can be argued that you are distributing a modified version of the program.
- Safer approach: Ensure that your additions (such as branding) remain clearly separate and do not merge with the GPL code.
5. Investor and valuation risks
License violations often come to light during technical due diligence checks in connection with mergers or funding rounds.
- Trap: If there is even one AGPL library found deep in the system, it can “contaminate” the entire codebase. This can lower the company’s value or derail the deal, as core IP must be shared as open code legally.
Are you currently auditing existing code for licenses or selecting libraries for a new project?
Other agreements and terms of delivery
Atlassian Marketplace products and the agreements regarding their purchase:
Legal Expert and Legal Support Services
The owner of the company, Matti Kiviharju, is not yet an OTM (Master of Laws), but the degree will be obtained later in the future. For this reason, he can only provide legal services that do not require a license or membership from the Finnish Bar Association (Verified by Finnish Entrepreneurs Legal Advice and i4ware Software is a member of Finnish Entrepreneurs in 2026 (https://www.justice.gov/criminal/criminal-fraud/foreign-corrupt-practices-act?utm_source=chatgpt.com8).
Fairness
Operations are based on fairness, transparency, and prioritizing the client’s interests.
Special Expertise
Licenses for source codes (open and closed), comprehensive understanding of international legislation, and the interdependencies of laws. Expertise in supporting decision-making for global companies in situations where, for example, China’s law change X, the United States law change Y, and Hong Kong law Z come into effect simultaneously and affect each other.
Contract Law
We draft and review contracts. We ensure that your contracts are clear and legally binding.
Corporate Law
Legal matters for companies and protecting business interests.
Advocacy for Businesses
Legal advocacy for businesses and ensuring business continuity.
Legal Documents
95 € / hour (VAT 0%) unless otherwise agreed on a case-by-case basis and/or according to demand.
Use of Artificial Intelligence and Tools
Right to use AI-assisted tools (“vibe-coding”)
The provider has the right to use modern software development and data acquisition tools in the workplace, including but not limited to the Visual Studio Code development environment, its built-in or plug-in-based AI-assisted functions such as GitHub Copilot, as well as other AI-based solutions such as ChatGPT, Google Antigravity, and AI functions of Google Search.
These tools can be used, among other things:
- support for the preparation of legal documents (the legality validation is the responsibility of the Provider “i4ware”)
- analysis of technical and legal entities
- so-called “reality-check” verifications (e.g. evaluation of questionable investment offers or messages and background checks)
- information retrieval and support for decision-making
However, the Provider is responsible for the quality of the final result and ensures that the delivered work meets the agreed requirements. The use of artificial intelligence tools does not transfer responsibility to third parties.
