Geist IQ – General Terms and Conditions

Version: 21.8.2026

 

1                                 Scope and Agreement Structure

1.1                            These General Terms and Conditions form part of the Agreement between Geist IQ and the Customer. Under the Agreement, Geist IQ grants the Customer the right to use the Service via a data network.

1.2                            The Order Form identifies the Customer and sets out key Service details, including the start date, contact persons, customer-specific terms and applicable appendices.

1.3                            In the event of a conflict between Agreement documents, the documents prevail in the following order: (a) the Data Processing Agreement, but only in matters relating to personal data processing; (b) the Order Form; (c) the appendices other than the Data Processing Agreement; and (d) these General Terms and Conditions.

2                                 Definitions

Unless expressly stated otherwise or evident from the context, the following capitalised terms have the meanings set out below. References to the singular include the plural, and references to a Clause or Appendix are to a clause or appendix of this Agreement.

Agreement

means the Order Form and the appendices identified in it, including these General Terms and Conditions and the Data Processing Agreement.

Confidential Information

means all material and information received from the other Party in any form that is marked confidential or that should reasonably be understood to be confidential.

Customer

means the customer identified in the Order Form.

Customer Data

means all information and data transferred to, or otherwise processed in, the Service on behalf of the Customer, including feedback, reviews and other User input.

Data Act

means Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data.

Data Processing Agreement

means Appendix 3 (Data Processing Agreement), including its schedules, which sets out the terms for processing personal data.

Error

means a material deviation from the Service Description that materially impairs use of the Service. Deviations caused by third-party products or services, the Customer’s hardware, connections or information systems, or other reasons attributable to the Customer are not Errors.

Fees

means the fees, charges and other amounts payable for the Service, additional services and separately charged work, as set out in the Order Form or Appendix 2 (Pricing), including applicable billing criteria, usage limits and fee schedules.

Geist IQ

means Geist IQ Oy

Intellectual Property Rights

means copyrights (including the right to adapt and sub-license), patents, utility models, registered and unregistered trademarks and designs, trade secrets, and other intellectual property rights.

Order Form

means the order form entered into between Geist IQ and the Customer for the Service.

Party

means Geist IQ or the Customer; “Parties” means both of them together.

Service

means the software service provided by Geist IQ via a data network for measuring leadership effectiveness and providing feedback and development support.

Service Description

means Appendix 1, which describes the content, features and requirements of the Service.

Service Output

means any report, analysis, recommendation, assessment or other output generated by the Service based on or derived from Customer Data, using Geist IQ’s models, methodologies, algorithms or analytics functionalities.

User

means a natural person designated by the Customer who is authorised to use the Service on the Customer’s behalf.

3                                 Content of the Service

3.1                            Geist IQ shall ensure that the Service materially complies with the Service Description. The Service is provided “as is”, and Geist IQ does not warrant that it will be error-free, continuously available or suitable for the Customer’s intended use. Geist IQ shall use commercially reasonable efforts to keep the Service available and rectify Errors without undue delay.

3.2                            Geist IQ has the right to develop and update the Service at any time at its sole discretion. Geist IQ shall notify the Customer of changes to the features and content of the Service in accordance with the procedure described in Clause 8.

3.3                            The Service includes user support as determined by Geist IQ and described in the Service Description. Geist IQ may change the content, availability and terms of support by notifying the Customer in advance.

3.4                            All services not included in the Service, including consultancy, training, integration work and data migration, require a separate written agreement and are subject to separate Fees.

3.5                            Open-source software and third-party products or services included in the Service are governed by the relevant third-party terms, which Geist IQ shall make available upon written request. Geist IQ is not liable for third-party products or services, including their availability, functionality, quality or modifications.

4                                 Licence

4.1                            Subject to payment of Fees and compliance with the Agreement, Geist IQ grants the Customer and the Users a limited, non-exclusive and non-transferable right to use the Service during the Agreement term in the Customer’s internal business operations and within the agreed limits. The Customer may designate third parties acting on its behalf as Users in accordance with Geist IQ’s instructions. The Customer must keep access rights up to date and ensure that the Service is used only on its behalf and in accordance with the Agreement. The Customer’s right to use Service Outputs is subject to Clause 4.5.

4.2                            The Customer may not sub-license the Service or transfer access rights to any third party without Geist IQ’s prior written consent, except to Users referred to in Clause 4.1. The Customer’s post-termination rights to access, export and use Customer Data are set out in Clause 20.

4.3                            The Customer may not copy, decompile, reverse engineer or modify the Service, or attempt to discover its source code or underlying concepts, except to the extent required by mandatory law.

4.4                            The Customer is responsible for ensuring that its Users comply with the Agreement.

4.5                            The Customer may use Service Outputs solely for the Customer’s internal business operations and may not share, disclose or otherwise make available any Service Output to third-party service providers, coaches, consultants or other external actors unless such person or entity has been contracted through the Service or Geist IQ has given its prior written consent. For the avoidance of doubt, this Clause 4.5 does not restrict the Customer’s right to export Customer Data in accordance with Clauses 19 and 20 or under applicable mandatory law.

5                                 The Customer’s Obligations

5.1                            The Customer must use the Service in accordance with the Agreement and applicable law. The Customer must not store, share or transfer unlawful content via the Service.

5.2                            The Customer is responsible for the equipment, network connections and software required to use the Service, all related costs, and ensuring that its operating environment meets the technical requirements in the Service Description.

5.3                            The Customer must provide Geist IQ with sufficient and accurate information for the provision of the Service and must cooperate reasonably in the implementation and delivery of the Service.

5.4                            The Customer must notify Geist IQ in writing and without undue delay of any changes to the contact persons and their contact details specified in the Order Form.

5.5                            If the Customer’s delay or failure to perform affects Geist IQ’s performance, Geist IQ may adjust its schedules and charge the Customer for resulting additional costs.

6                                 Delivery and Acceptance of the Service

6.1                            Geist IQ shall make the Service available on the implementation date or within the timeframe agreed in the Order Form. If no timing has been agreed, Geist IQ shall do so within a reasonable time after the Agreement enters into force.

6.2                            Geist IQ’s right to invoice for the Service begins when Geist IQ has notified the Customer that the Service is available, unless otherwise agreed in the Order Form.

6.3                            If the launch of the Service is delayed for reasons attributable to the Customer, the launch period shall be extended until the cause preventing the launch has been rectified or removed.

6.4                            After Geist IQ has notified the Customer that the Service is available, the Customer must inspect it without delay and notify Geist IQ in writing of any Errors. The Service is deemed accepted when the Customer confirms acceptance in writing or fails to provide a detailed written Error description within fourteen (14) days of Geist IQ’s notification.

7                                 Credentials

7.1                            Geist IQ shall provide the Customer with the credentials required to use the Service.

7.2                            The Customer is responsible for ensuring that its Users keep their credentials secure and do not disclose them to third parties. The Customer is liable for all use of the Service made using its credentials.

7.3                            The Customer must notify Geist IQ without delay of any actual or suspected credential compromise. Unless attributable to Geist IQ, the Customer remains liable for misuse until Geist IQ has received the notice and had a reasonable opportunity to prevent further misuse.

7.4                            Geist IQ may require the Customer to change credentials for information security, Service functionality or another justified reason.

8                                 Changes to the Service

8.1                            Geist IQ may change the Service without prior notice if the change (a) relates to the production environment and does not affect Service content or service level, (b) responds to a serious security threat, or (c) is required by law or an authority order. Geist IQ shall notify the Customer as soon as possible.

8.2                            In other cases, Geist IQ shall notify the Customer in writing of any change that materially affects the content or functionality of the Service at least thirty (30) days before the change takes effect.

8.3                            If the Customer does not accept a material change under Clause 8.2, it may terminate the Agreement with effect from the change date by notifying Geist IQ no later than fourteen (14) days before that date. Any refund of advance Fees is determined under Clause 18.4.

9                                 Service Interruptions

9.1                            Geist IQ may suspend the Service for a reasonable period for installation, modification or maintenance work. Geist IQ shall notify the Customer in advance and endeavour to schedule interruptions outside office hours and minimise inconvenience.

9.2                            Geist IQ may suspend the Service without prior notice due to a security threat, public communications network disruption, law, an authority order or force majeure. Geist IQ shall notify the Customer of the interruption and its estimated duration as soon as possible.

9.3                            Geist IQ may block the Customer’s access to the Service if Geist IQ reasonably suspects that the Customer is overloading the Service, jeopardising its provision to other users, or breaching the Agreement. Geist IQ shall notify the Customer of the reasons without undue delay.

9.4                            Geist IQ may restrict or suspend the Service if the Customer fails to pay an overdue and undisputed amount within seven (7) days of a written reminder. Geist IQ shall restore access without undue delay after payment.

10                              Intellectual Property Rights

10.1                         All Intellectual Property Rights in the Service, documentation, user interfaces, analytics and reporting functionalities, training materials and other Geist IQ materials, including development results, belong to Geist IQ or its licensors. No Intellectual Property Rights are transferred to the Customer; the Customer receives only the right of use in Clause 4.

10.2                         Ownership of the Customer Data and the Intellectual Property Rights therein belongs to the Customer or a third party. Geist IQ is entitled to use Customer Data solely for the purpose of providing the Service and fulfilling its obligations under this Agreement.

10.3                         Notwithstanding Clause 10.2, Geist IQ may use data processed in or accumulated through the Service, including data derived from Customer Data, for development, research, analytics, statistical and business purposes, provided the data is anonymised and, where necessary, aggregated so that neither the Customer nor any individual is identifiable. Such data is not Customer Data to the extent the Customer or any individual cannot be identified from it.

10.4                         The Customer is responsible for ensuring that Customer Data is lawful, accurate and complete, does not infringe third-party rights, and may be transferred to and processed in the Service in accordance with the Agreement. Geist IQ is not responsible for Customer-entered information or for the suitability of Service results as a basis for the Customer’s business decisions.

10.5                         Geist IQ is responsible for ensuring that the Service, when used in accordance with Geist IQ’s instructions and the Agreement, does not infringe any third-party Intellectual Property Rights in Finland.

10.6                         If a claim alleges that the Service, when used in accordance with Geist IQ’s instructions and the Agreement, infringes third-party Intellectual Property Rights in Finland, Geist IQ shall defend the Customer at its own expense and be liable for damages legally awarded or agreed in writing by Geist IQ. This requires the Customer to notify Geist IQ without delay, provide necessary information and authorisations, and reasonably assist Geist IQ. Geist IQ controls the defence and settlement, and the Customer may not admit liability or settle without Geist IQ’s prior written consent.

10.7                         If Geist IQ reasonably considers, or a final court or arbitral decision finds, that the Service infringes third-party Intellectual Property Rights in Finland, Geist IQ may, at its expense and discretion, (a) procure continued use rights, (b) modify the Service so the infringement ceases while it remains materially compliant, or (c) replace it with a materially equivalent compliant service. If none is feasible on reasonable terms and cost, Geist IQ may cease providing the Service or the infringing part and refund advance Fees relating to the period after termination of the right of use.

10.8                         Geist IQ shall not be liable for any claim arising from (a) a modification to the Service made by the Customer or a third party, (b) compliance with instructions provided by the Customer, (c) use of the Service in breach of Geist IQ’s instructions, the Agreement or applicable law, (d) use of the Service together with any product, device, software or service not supplied by Geist IQ or not approved in advance in writing by Geist IQ, or (e) Customer Data.

10.9                         Geist IQ’s liability for infringements of third-party Intellectual Property Rights in the Service is limited to what is agreed in this Clause 10.

11                              Subcontractors

11.1                         Geist IQ may use subcontractors to perform its obligations under the Agreement and is liable for their actions as if they were its own.

11.2                         Geist IQ may select and change subcontractors without the Customer’s prior approval. Subcontractors processing personal data on behalf of the Customer are governed by the Data Processing Agreement. Geist IQ determines the division of work between its personnel and subcontractors, and the Customer may not require specific individuals or subcontractors unless agreed in writing.

11.3                         Upon the Customer’s request, Geist IQ shall provide necessary information regarding the subcontractors involved in the provision of the Service.

12                              Fees and Payment Terms

12.1                         The Customer shall pay the Fees. If no specific Fees are agreed for a service, task or cost, Geist IQ’s generally applicable Fees apply. Geist IQ may update Fees in accordance with this Clause 12.

12.2                         Fees are in euros and exclude value added tax, which shall be added in accordance with applicable law. Fees shall change accordingly if public charges imposed by authorities, or their basis of assessment, change.

12.3                         Unless otherwise agreed in the Order Form or in writing, recurring Fees shall be invoiced in advance according to the agreed billing cycles. Other Fees shall be invoiced under Geist IQ’s then-current invoicing practices.

12.4                         Invoices are payable within fourteen (14) days of the invoice date. Interest on late payments shall be determined in accordance with the Interest Act (633/1982, as amended).

12.5                         Unless otherwise agreed in the Order Form, recurring Fees for the Service shall be adjusted at the end of each contract period for the next period according to changes in the Producer Price Index for Services (2021=100), Statistics Finland class CPA 62 “IT services”. The adjustment compares the latest published index with the index for the month in which the Agreement entered into force. If that index is discontinued or no longer substantially reflects Service cost development, the closest corresponding index published by Statistics Finland or another generally accepted Finnish body shall be used. Geist IQ shall notify the Customer of the revised recurring Fees before the next contract period starts.

12.6                         Geist IQ may increase recurring Fees for the Service by more than the index change from the start of the next contract period by notifying the Customer of the increase and its grounds at least two (2) months before the current period ends. If the Customer does not accept the increase, it may terminate the Agreement at the end of the current period by giving notice no later than one (1) month before that date. The change does not affect Fees for the current period.

12.7                         Geist IQ may update Fees and charging criteria for additional services, separately charged work and other non-recurring Fees by notifying the Customer within a reasonable period before the update takes effect. Updated terms apply only to work and services ordered or performed after the effective date, unless otherwise agreed in writing.

12.8                         Geist IQ may charge additional Fees for costs caused by incorrect or incomplete Customer information or any other reason attributable to the Customer.

13                              Data Security and Backup

13.1                         Geist IQ shall ensure the information security of the Service by complying with appropriate technical and organisational information security practices and any arrangements agreed in writing by the Parties.

13.2                         Geist IQ is responsible for backing up Customer Data in the Service in accordance with its applicable policy. Geist IQ may charge for the restoration of backups requested by the Customer in accordance with the applicable Fees.

13.3                         Each Party shall notify the other without undue delay of any significant information security risk, breach or suspected breach it becomes aware of, promptly take reasonable mitigation measures and cooperate in investigating the breach.

13.4                         The Customer is responsible for the information security of its own environment, equipment and connections. Neither Party shall be liable for the information security of the public communications network or for any disruptions occurring in it.

 

14                              Processing of Personal Data

14.1                         To the extent that Geist IQ processes personal data on behalf of the Customer in the Service, the Customer acts as the data controller and Geist IQ acts as the data processor. The processing of personal data shall comply with the EU General Data Protection Regulation (2016/679, “GDPR”) and other applicable data protection legislation.

14.2                         The Data Processing Agreement sets out the personal data processing terms, purposes, data categories and Parties’ obligations and responsibilities, and prevails in matters relating to personal data processing.

14.3                         Where the Parties act as independent data controllers, including for their own administration, accounting or marketing, each Party is responsible for its own processing under applicable data protection law. The Data Processing Agreement does not apply to such independent processing.

15                              Confidentiality

15.1                         Each Party undertakes to keep confidential all Confidential Information received from the other Party and not to use it for any purposes other than those set out in the Agreement.

15.2                         Confidentiality does not apply to information or material that (a) is public, (b) is received from a third party without confidentiality obligations, (c) was already in the receiving Party’s possession, (d) was independently developed without using the other Party’s Confidential Information, or (e) must be disclosed by law or authority order, provided that the other Party is notified in advance where permitted.

15.3                         A Party may disclose the other Party’s Confidential Information to subcontractors and advisers who need it for the Agreement, provided they are bound by equivalent confidentiality obligations.

15.4                         The confidentiality obligation shall remain in force for the duration of the Agreement and for five (5) years after termination of the Agreement.

15.5                         Geist IQ may use professional skills, experience, expertise and general ideas gained under the Agreement in its other activities, provided it does not disclose the Customer’s Confidential Information. Geist IQ may refer to the Customer in customary client or reference lists unless the Customer objects in writing. Broader marketing cooperation, case studies, press releases or marketing rights require prior written agreement.

16                              Force Majeure

16.1                         A Party is not liable for delay or damage caused by an impediment beyond its control that it could not reasonably have foreseen, avoided or overcome. Unless otherwise proven, force majeure includes war, insurrection, earthquake, flood or comparable natural disaster, disruption to public transport, public telecommunications or public electricity supply, import or export bans, strikes, lockouts, boycotts or comparable industrial action, including where the Party itself is subject to or involved in the action, or failures or service interruptions of third-party service providers, technology platforms or other external providers on which the Service depends.

16.2                         A force majeure event affecting a Party’s subcontractor shall also be deemed a force majeure event for that Party if the performance subject to the subcontract cannot be carried out or procured elsewhere at reasonable cost.

16.3                         A Party shall notify the other Party in writing without delay of any force majeure event and of its cessation.

16.4                         If performance is delayed by more than sixty (60) days due to force majeure, either Party may terminate the Agreement in whole or in part without liability for damages.

17                              Limitations of Liability

17.1                         A Party’s aggregate liability under this Agreement, including delay, service level and other contractual penalties, but excluding payment obligations and expressly agreed refunds, shall not exceed the calculated VAT-exclusive Fees payable for the Service for six (6) months at the time of the breach. If a Party must pay a contractual penalty or compensation, damages are payable only to the extent the loss exceeds that amount.

17.2                         A Party is not liable for indirect damage, including loss of profit, reduced or interrupted turnover or production, reputational damage, or wasted purchases.

17.3                         Geist IQ is not liable for damage or costs arising from destruction, loss or alteration of Customer Data, including recreation costs, except as expressly agreed for backup or restoration. Geist IQ is also not liable for damage caused by data transmission disruptions or network problems.

17.4                         The maximum liability of the Parties towards each other for breaches of contractual obligations relating to the processing of personal data shall be double the liability limit described in Clause 17.1.

17.5                         The limitations of liability shall not apply to payment obligations under the Agreement, damage caused intentionally or through gross negligence, damage resulting from a breach of confidentiality, or damage resulting from the Customer’s breach of obligations relating to Geist IQ’s Intellectual Property Rights.

18                              Term and Termination

18.1                         The Agreement enters into force on the date of the later signature of the Order Form and remains in force for fixed twelve (12)-month terms unless otherwise agreed in writing. It automatically renews for successive twelve (12)-month terms unless terminated under this Clause 18.

18.2                         Either Party may terminate the Agreement at the end of the then-current term by giving written notice no later than one (1) month before that date.

18.3                         Either Party may terminate the Agreement with immediate effect by written notice if the other Party materially breaches the Agreement and, if remediable, fails to remedy the breach within thirty (30) days of notice, or is placed in bankruptcy, enters into liquidation (whether voluntary or compulsory), or ceases business. Geist IQ may also terminate with immediate effect if the Customer fails to pay a due and undisputed amount within thirty (30) days of a written reminder and does not provide acceptable payment security.

18.4                         If the Customer has prepaid Fees beyond premature termination and termination is not attributable to the Customer, the Customer is entitled to a refund for the unfulfilled period. This Clause does not apply where compensation is payable under Clause 19.2.

19                              Termination Pursuant to Mandatory Law

19.1                         The Service is a data processing service under the Data Act. To the extent the Customer is entitled under the Data Act to switch to another data processing service provider, switch to on-premises ICT infrastructure, use several data processing service providers in parallel, or have exportable data and digital assets erased, this Clause 19 and Clause 20 apply. Data Act requirements prevail over conflicting Agreement terms to the extent the matter falls within the Data Act.

19.2                         If the Customer terminates the Agreement or any affected Service pursuant to mandatory law before the end of the current contract period, the Customer shall pay only the Fees accrued up to the effective termination date and any compensation or switching charges permitted by the relevant mandatory law. Geist IQ shall not impose any contractual penalty, switching charge or other charge that is prohibited under the Data Act or that would prevent or unduly hinder switching.

19.3                         Geist IQ shall not impose commercial, technical, contractual or organisational obstacles that prevent or unduly hinder the Customer from exercising switching rights under the Data Act, including obstacles relating to notice periods, data export, data deletion, interfaces, interoperability information or transition assistance, except to the extent permitted by the Data Act.

19.4                         This Clause 19 does not limit the Customer’s other rights of termination under the Agreement or by law.

20                              Customer Data, Switching and Termination Assistance

20.1                         The Customer may request transfer, export, switching assistance or deletion of Customer Data in writing during the Agreement term or within thirty (30) days after termination. Where the Data Act applies, such request may also cover other exportable data and digital assets that the Customer is entitled to receive or have erased under the Data Act. The request must reasonably identify the requested action, the relevant data, the intended recipient or destination, and any target provider or on-premises ICT infrastructure.

20.2                         Subject to mandatory retention obligations, information security requirements and the Customer’s reasonable cooperation, Geist IQ shall assist the Customer in transferring or exporting the data referred to in Clause 20.1 to the Customer, its designee, another data processing service provider or on-premises ICT infrastructure, or in deleting such data from the Service. Deletion requests do not limit Geist IQ’s right under Clause 10.3 to retain and use anonymised or aggregated derived data generated before fulfilment of the request.

20.3                         Geist IQ shall make the data referred to in Clause 20.1 available in a commonly used, machine-readable format and within the period required by the Data Act or other applicable mandatory law. If the requested switching or export cannot technically be completed within the applicable period, Geist IQ shall notify the Customer without undue delay of the reasons, the measures required and the expected completion period, to the extent permitted by the Data Act.

20.4                         During the switching period, Geist IQ shall use reasonable efforts to maintain continuity of the Service and the integrity and confidentiality of the data to be transferred, exported or deleted, subject to the Customer’s compliance with the Agreement and any limitations inherent in the Service or the target environment.

20.5                         Geist IQ may charge applicable Fees for transition support, migration work and other assistance requested by the Customer only to the extent such charges are permitted by mandatory law. Where the Data Act prohibits switching charges, Geist IQ shall not charge separate Fees for mandatory switching assistance. Any services outside mandatory switching assistance, including consultancy, training, integration work, data transformation, or development work required by the Customer’s target provider or environment, require separate written agreement and may be charged separately.

20.6                         After completion of the requested transfer, export or switching, or after expiry of the request period in Clause 20.1 if no request has been made, Geist IQ may delete Customer Data and other exportable data and digital assets from the Service after giving prior notice to the Customer, unless retention is required by law, the Agreement or legitimate backup, security or compliance requirements. Backup copies may be deleted in accordance with Geist IQ’s ordinary backup cycle.

20.7                         The Customer is responsible for selecting and contracting with any receiving provider, ensuring that the target provider or on-premises ICT infrastructure is technically and legally able to receive the exported data, and providing Geist IQ with the information, access rights, instructions and cooperation reasonably required for the transfer, export, switching assistance or deletion. Geist IQ is not responsible for the acts, omissions, service levels, compatibility or information security of any receiving provider or target environment not controlled by Geist IQ.

20.8                         Geist IQ shall have no obligation to provide assistance beyond mandatory switching assistance if the Agreement is terminated due to a material breach of contract by the Customer, unless the Customer settles any outstanding Fees and provides security acceptable to Geist IQ for payment of future instalments.

21                              Governing Law and Dispute Resolution

21.1                         The Agreement shall be governed by Finnish law, excluding its conflict of laws provisions and principles.

21.2                         Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The seat of arbitration is Helsinki, Finland, and the language of the arbitration shall be Finnish or English, as determined by the arbitral tribunal having regard to the circumstances of the case. A clear and undisputed monetary claim may alternatively be resolved in the general court of the defendant’s domicile.

22                              Miscellaneous

22.1                         Assignment. The Customer may not assign the Agreement, in whole or in part, without Geist IQ’s prior written consent. Geist IQ may assign the Agreement or its obligations, in whole or in part, to a group entity or in connection with a business transfer by notifying the Customer in advance. Geist IQ may also assign Agreement receivables to a third party by notifying the Customer.

22.2                         Export Controls and Sanctions. The Customer shall comply with applicable export control and sanctions laws when using the Service and shall not make the Service available to any person, entity or jurisdiction where such use or access would be prohibited. Geist IQ may suspend the Service or terminate the Agreement with immediate effect if required to comply with applicable export control or sanctions laws, or if the Customer’s use of the Service would expose Geist IQ to a breach of such laws.

22.3                         Notices. Notices must be in writing and delivered by registered post, courier or email to the address specified in the Agreement. Email notices are deemed received on the sending day unless the sender receives a delivery failure notification or the notice is sent outside ordinary business hours, in which case receipt occurs on the next business day. Each Party must promptly notify the other of contact detail changes.

22.4                         Electronic Signatures. The Agreement may be signed electronically, and electronic signatures shall have the same legal effect as handwritten signatures to the extent permitted by applicable law.

22.5                         Amendments. Unless expressly agreed otherwise, Agreement amendments must be agreed in writing. This does not limit Geist IQ’s right to make unilateral amendments, updates, Fee adjustments or Fee increases expressly permitted by the Agreement. Geist IQ may also amend these General Terms and Conditions unilaterally if the amendment results from mandatory law or third-party licence terms, is technical, administrative or clarifying, benefits the Customer, or does not materially impair the Customer’s rights or increase its obligations. Geist IQ shall notify the Customer of unilateral amendments in a reasonable manner. Advance notice is required only where the amendment may materially affect the Customer’s use of the Service or contractual position. Materially adverse amendments shall follow the applicable Agreement change procedure or be agreed in writing.

22.6                         Invalidity of a Clause. If any provision of the Agreement is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in force. The Parties shall endeavour to replace the invalid or unenforceable term with a valid term that corresponds as closely as possible to the purpose of the original term.

22.7                         Waiver of Rights. If a Party does not exercise a right under the Agreement, this shall not be deemed a waiver of that right or of any other rights under the Agreement.

22.8                         Entire Agreement. The Agreement and its numbered appendices constitute the entire agreement between the Parties regarding the subject matter of the Agreement. Other documents, prior proposals, negotiations, marketing materials, side letters and other discussions between the Parties are not binding and do not form part of the Agreement.

22.9                         Surviving Terms. Notwithstanding termination of the Agreement, any terms that, by their nature, are intended to survive termination of the Agreement shall remain in force. Such terms include, for example, those relating to confidentiality, limitations of liability, intellectual property rights and dispute resolution.