Ti	=	General Terms and conditions
1.Ti	=	APPLICABILITY, SCOPE AND GOVERNANCE
1.1.sec	=	The {_Data_Network} is established by the {_Constitutive_Agreement}, which is signed by the {_Founding_Member}s of the {_Network}.
1.2.sec	=	The provisions of these General Terms and Conditions will become applicable to and legally binding on the data sharing agreements of the {_Parties} to the {_Data_Network} upon the execution of the {_Constitutive_Agreement} and any further {_Accession_Agreement}s, as applicable.
1.3.0.sec	=	In the event that a discrepancy arises between any of the terms and conditions established in the {_Constitutive_Agreement}, any {_Accession_Agreement}s and these General Terms and Conditions, including any of their appendices or schedules, any such discrepancy will be resolved in accordance with the following order of priority:
1.3.1.sec	=	the clauses of the {_Constitutive_Agreement};
1.3.2.sec	=	the clauses of any {_Accession_Agreement}(s);
1.3.3.sec	=	{_Dataset_Terms_of_Use} and related {_Schedule}s;
1.3.4.sec	=	these General Terms and Conditions; and
1.3.5.sec	=	other Appendices to the {_Constitutive_Agreement} in numerical order.
1.3.	=	[G/Z/ol-i/s5]
1.4.sec	=	Any amendments to or derogations from these General Terms and Conditions must be agreed upon in the {_Constitutive_Agreement} in order to be valid.
1.	=	[G/Z/ol/s4]
2.Sec	=	{Def.Sec}
Def.Ti	=	DEFINITIONS
Note	=	We parameterize the Defined Terms by converting "Accession Agreement" to "{_Accession_Agreement}." (There is no magic to this. The leading "_" is a convention for signalling that we mean a defined term instead of some data or the like. It also allows us to reference a library of links using the prefix of "_=[LibraryOfLinks]" We generate a series of links using one of the options in parser-openedit.pl - which generates them. Each one of those will link to "Def.*.sec" - e.g. Def.Accession_Agreement.sec. So we give each of the definitions a matching key and make the whole definitions section into "Def.Sec." All this allows hyperlinking each defined term to the definition. (This may sound a bit fiddly, but it is remarkably robust, and enforces discipline about defined terms.
Note	=	"Governance Model" and "List of Members" seem to be defined by not used in this document. Is it used elsewhere? "Member" directs to "Party." "GDPR" directs to "Personal Data".
Def.Intro.sec	=	In these General Terms and Conditions, the following capitalised terms and expressions have the following meanings, and the singular (where appropriate) includes the plural and vice versa:
Def.Accession_Agreement.sec	=	“{_Accession_Agreement}” means the agreement that governs the admission of parties to the {_Constitutive_Agreement} and the {_Data_Network} after the execution of the {_Constitutive_Agreement}.
Note	=	In the definition of Affiliate, the word "party" perhaps should be "Party", the defined term.
Def.Affiliate.sec	=	“{_Affiliate}” means any individual, company, corporation, partnership or other entity that, directly or indirectly, controls, is controlled by, or is under shared control with a party hereto. In this context, the term "control" refers to the power, directly or indirectly, to direct the management and policies of such an individual, company, corporation, partnership or other entity, whether through the ownership of voting securities, by contract or otherwise.
Def.Appendix.sec	=	“{_Appendix}” means any appendix to the {_Constitutive_Agreement}.
Def.Confidential_Information.sec	=	“{_Confidential_Information}” means any and all non-public information relating to any of the {_Parties}, their businesses or customers or other related parties in the form of documentation or data of whatever nature that is obtained by one {_Party} from the other, be it in writing, orally or in any other form, before or after the Commencement Date as a result of or in connection with the {_Constitutive_Agreement} or its subject matter. The aforementioned applies to this kind of information regardless of whether it is marked as "confidential" if it should reasonably be considered to constitute confidential information.
Def.Confidential_Material.sec	=	“{_Confidential_Material}” means documents written in any form or medium that contain {_Confidential_Information}.
Def.Constitutive_Agreement.sec	=	“{_Constitutive_Agreement}” means the agreement under which the {_Data_Network} is established and any of its appendices.
Def.Data.sec	=	“{_Data}” means any information that {_Data_Source}s have distributed, transmitted, shared or otherwise made available to the {_Data_Network} based on the {_Constitutive_Agreement} and during its period of validity as further defined in the respective {_Dataset_Terms_of_Use}.
Def.Data_Network.sec	=	“{_Data_Network}” or “{_Network}” means the data sharing network that is established under the {_Constitutive_Agreement}.
Def.Data_Processing_Agreement.sec	=	“{_Data_Processing_Agreement}” means a written contract concluded between a controller and a processor that processes {_Personal_Data} on behalf of the controller, which sets out the subject matter and duration of the processing, the nature and purpose of the processing, the type of {_Personal_Data} and categories of data subjects, and the obligations and rights of the controller.
Def.Data_Source.sec	=	“{_Data_Source}” means any natural person or an organisation that provides {_Data} for the {_Parties} to use via the {_Data_Network}.
Def.Dataset.sec	=	“{_Dataset}” means a collection of {_Data} whose use the {_Data_Source} authorises via the {_Data_Network}. {_Dataset}s and their related terms and conditions are defined more in more detail in the respective {_Dataset_Terms_of_Use}.
Def.Dataset_Terms_of_Use.sec	=	“{_Dataset_Terms_of_Use}” means the terms under which the {_Data_Source} grants a right to use the {_Data} included in the {_Dataset} to the {_Service_Provider}s and/or {_End_User}s.
Def.Derived_Material.sec	=	“{_Derived_Material}” means information derived from {_Data} or information that is created as a result of the combination, refining and/or processing of {_Data} with other data, provided that (i) the {_Data} cannot be readily converted, reverted or implied from the {_Derived_Material} to recreate the {_Data}; (ii) the {_Derived_Material} cannot be used as a substitute for the {_Data}; (iii) individual {_Data_Source}s of the {_Data} cannot be identified from the {_Derived_Material}; and (iv) the {_Derived_Material} does not contain any {_Data_Source}’s {_Confidential_Information}.
Def.End_User.sec	=	“{_End_User}” means any of the {_Parties} to which {_Service_Provider}s provide {_Data} and/or services or to which the {_Data_Source} provides {_Data} and which do not redistribute the {_Data} further.
Def.Founding_Member.sec	=	“{_Founding_Member}s” are the initial {_Parties} that execute the {_Constitutive_Agreement}.
Def.Governance_Model.sec	=	“{_Governance_Model}” means an appendix to the {_Constitutive_Agreement} that includes a network-specific description of the rules and procedures of accession (i.e. who may be admitted to the {_Network} and how), applicable decision-making mechanisms, and further governance provisions regarding the administration of the {_Network}.
Def.Intellectual_Property_Right.sec	=	“{_Intellectual_Property_Right}s” means patents, trademarks, trade and business names, trade secrets, design rights, utility models, copyrights (including copyrights in computer software), and database rights, in each case registered or unregistered and including any similar rights to any of these rights in any jurisdiction and any pending applications or rights to apply for the registration of any of these rights.
Def.List_of_Members.sec	=	“{_List_of_Members}” means a list of {_Parties} which is included as an appendix to the {_Constitutive_Agreement} and which is updated upon the accession of new {_Parties} and the termination of incumbent {_Parties}.
Def.Operator.sec	=	“{_Operator}” means any {_Party} that provides data system or any other infrastructure services for the {_Data_Network} that are related e.g. to identity or consent management, logging or service management.
Def.Operator_Service_Agreement.sec	=	“{_Operator_Service_Agreement}” means any service level agreements governing the services provided by any of the {_Operator}s to the {_Data_Network} or to its {_Member}s.
Def.Party.sec	=	“{_Party}” or “{_Member}” means a party to the {_Constitutive_Agreement} and/or to an {_Accession_Agreement} and a member of the {_Data_Network}.
Def.Personal_Data.sec	=	“{_Personal_Data}” has the meaning set forth in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the General Data Protection Regulation) (“{_GDPR}”).
Def.Schedule.sec	=	“{_Schedule}” means any schedule to the {_Dataset_Terms_of_Use}.
Def.Service_Provider.sec	=	“{_Service_Provider}” means any of the {_Parties} that combines, refines and processes data and provides the processed {_Data} and/or a service, which is based on the {_Data}, to the use of {_End_User}s, other {_Service_Provider}s or {_Third_Party_End_User}s.
Def.Third_Party.sec	=	“{_Third_Party}” means a party other than a {_Party}.
Def.Third_Party_End_User.sec	=	“{_Third_Party_End_User}” means any {_Third_Party} that receives any {_Data} directly or indirectly from any of the {_Service_Provider}s.
Def.sec	=	{Def.Intro.sec} {Def.Accession_Agreement.sec} {Def.Affiliate.sec} {Def.Appendix.sec} {Def.Confidential_Information.sec} {Def.Confidential_Material.sec} {Def.Constitutive_Agreement.sec} {Def.Data.sec} {Def.Data_Network.sec} {Def.Data_Processing_Agreement.sec} {Def.Data_Source.sec} {Def.Dataset.sec} {Def.Dataset_Terms_of_Use.sec} {Def.Derived_Material.sec} {Def.End_User.sec} {Def.Founding_Member.sec} {Def.Governance_Model.sec} {Def.Intellectual_Property_Right.sec} {Def.List_of_Members.sec} {Def.Operator.sec} {Def.Operator_Service_Agreement.sec} {Def.Party.sec} {Def.Personal_Data.sec} {Def.Schedule.sec} {Def.Service_Provider.sec} {Def.Third_Party.sec} {Def.Third_Party_End_User.sec}
Def.	=	[G/Z/Base]
3.Ti	=	ROLE-SPECIFIC RESPONSIBILITIES
3.0.1.sec	=	The potential roles defined under these General Terms and Conditions for the {_Parties} to the {_Constitutive_Agreement} are (1) the {_Data_Source}, (2) the {_Service_Provider}, (3) the {_End_User} and (4) the {_Operator}. A {_Party} may simultaneously occupy multiple roles. In such case, the relevant {_Party} must comply with all applicable obligations related to each role and relevant {_Data}. In addition, {_Third_Party_End_User} is a role recognised under these General Terms and Conditions as applying to any stakeholders who are not a {_Party} to the {_Constitutive_Agreement} but who receive {_Data}.
3.0.2.sec	=	A more specific description of the roles and the determination of role-specific responsibilities may be included in the {_Constitutive_Agreement}.
3.0.	=	[G/Z/paras/s2]
3.1.sec	=	{_Data_Source}
3.1.1.sec	=	The {_Data_Source} will be responsible for defining the {_Dataset_Terms_of_Use} for any {_Data} that the {_Data_Source} makes available within the {_Network}. This includes, without limitation, the right to define the purposes for which relevant {_Data} can be processed, the right to allow the redistribution of {_Data} to {_End_User}s and, where applicable, to {_Third_Party_End_User}s, and the right to prohibit the unauthorised use of {_Data} and the right to refrain from sharing {_Data} within the {_Network}. The {_Data_Source} must notify the {_Parties} to whom the {_Data_Source} makes the {_Dataset} available of any new {_Dataset_Terms_of_Use}, after which the {_Dataset_Terms_of_Use} will be considered to constitute an {_Appendix} to the {_Constitutive_Agreement}. Unless otherwise defined in the applicable {_Dataset_Terms_of_Use}, any changes introduced by the {_Data_Source} to the applicable {_Dataset_Terms_of_Use} will become effective within fourteen (14) days from the relevant {_Parties} to the {_Network} being sent a notification of such change. For the avoidance of doubt, changes to the {_Dataset} Terms of must not have retroactive effect.
3.1.2.sec	=	The {_Data_Source} will be responsible for providing {_Data} for the use of the {_Network} in a machine-readable form and by a method as defined by the {_Data_Source} in the applicable {_Dataset_Terms_of_Use} (e.g. application programming interface, downloadable package or other method).
3.1.3.sec	=	The {_Data_Source} must ensure the lawfulness and origin of the data and represent and warrant that the data does not infringe any {_Intellectual_Property_Right}s or {_Confidential_Information} in the country where the {_Data_Source} is established.
Note	=	Xref is changed to conform to change in numbering, from 3.3 to 3.1.1 (the first two subsections are in the intro 3.0).
3.1.4.sec	=	As an exception to the above clause 3.1.1, the {_Data_Source} may undertake to grant the right to use certain specific {_Dataset}s or types of data to the {_Network} for a fixed period, as defined in the {_Constitutive_Agreement}, in order to protect investments made in the {_Network} by other {_Parties} in good faith.
3.1.	=	[G/Z/ol/s4]
3.2.Ti	=	Service Provider
3.2.1.sec	=	The {_Service_Provider} will be responsible for processing {_Data} in accordance with the {_Constitutive_Agreement} and the applicable {_Dataset_Terms_of_Use}.
3.2.2.sec	=	The {_Service_Provider} must keep records of its processing activities and deliver, on request, reasonably detailed reports on usage, processing and redistribution of {_Data} to the relevant {_Data_Source}(s).
3.2.	=	[G/Z/ol/s2]
3.3.Ti	=	End User
3.3.sec	=	The {_End_User} must use {_Data} in accordance with the {_Constitutive_Agreement} and the applicable {_Dataset_Terms_of_Use}.
3.4.Ti	=	Operator
3.4.1.sec	=	The {_Network} may involve one or several {_Operator}s. The {_Operator}(s) are responsible for providing the {_Network} with services that facilitate the operations of the relevant {_Data_Network}, such as authentication, identification, and identity/consent management services or for ensuring data security or providing technical data protection solutions for the {_Network} and as further defined in the applicable {_Operator_Service_Agreement}.
3.4.2.sec	=	Any {_Operator_Service_Agreement}(s) concluded with the {_Party}/{_Parties} and the {_Operator}(s) may be included as an {_Appendix} to the {_Constitutive_Agreement}.
3.4.	=	[G/Z/ol/s2]
3.	=	[G/Z/ol/4]
4.Ti	=	REDISTRIBUTION OF DATA
4.1.sec	=	{_Service_Provider}s can redistribute {_Data} to {_Third_Party_End_User}s only where permitted under the applicable {_Dataset_Terms_of_Use}. For the avoidance of doubt, the {_Parties} are entitled to redistribute {_Derived_Material}s to any {_Third_Party_End_User}s, unless specifically prohibited in the applicable {_Dataset_Terms_of_Use} and provided that the {_Data_Source}’s {_Intellectual_Property_Right}s do not restrict such redistribution. However, the redistribution of any {_Personal_Data} or {_Derived_Material}s created on the basis of any {_Personal_Data} is always subject to the more detailed requirements disclosed in the applicable {_Dataset_Terms_of_Use} and applicable data protection laws.
4.2.sec	=	Where the {_Data_Source} permits the redistribution of {_Data} to {_Third_Party_End_User}s, the {_Data_Source} is responsible for defining further the applicable terms and conditions for the redistribution of {_Data} in the respective {_Dataset_Terms_of_Use}. {_Service_Provider}s are obliged to include such terms and conditions in any agreements they conclude with their {_Third_Party_End_User}s with regard to the redistribution of {_Data}.
4.3.sec	=	Notwithstanding the above, the {_Parties} are entitled to redistribute any {_Data} to their {_Affiliate}s, unless such redistribution is specifically prohibited in the applicable {_Dataset_Terms_of_Use}. Each {_Party} will be responsible for ensuring that its respective {_Affiliate}s comply with the terms and conditions of the {_Constitutive_Agreement}.
4.	=	[G/Z/ol/s3]
5.Ti	=	GENERAL RESPONSIBILITIES AND CAPABILITIES
5.1.Ti	=	Data security, protection and management
5.1.1.sec	=	Each {_Party} must designate a contact person for data security matters, who is responsible for the relevant {_Party}’s data systems that are connected to the {_Network} and for the implementation of the {_Party}’s security policy.
5.1.2.sec	=	Each {_Party} to the {_Data_Network} must have, in accordance with its role, sufficient capabilities to process {_Data} securely and in accordance with the relevant data security standards and data protection legislation. The {_Parties} must implement and maintain suitable technical, organisational and physical measures that are in line with good market practice, by taking into account the nature of the {_Data} processed by the {_Party}. Each {_Party} must have the capability to properly perform its obligations under the {_Constitutive_Agreement} and applicable {_Dataset_Terms_of_Use} and, where necessary, to cease processing activities without undue delay for any relevant reason.
5.1.3.0.sec	=	The aforementioned capabilities include e.g. the capability to control {_Data} and its processing by being aware of
5.1.3.1.sec	=	the origins of the {_Data} (specifically whether the origin is the {_Party} itself, another {_Party} or {_Third_Party});
5.1.3.2.sec	=	the basis for processing {_Data};
5.1.3.3.sec	=	the restrictions and limitations that apply to processing {_Data}; and
5.1.3.4.sec	=	the rights and restrictions that apply to redistributing or refining {_Data}.
5.1.3.	=	[G/Z/ol-i/s4]
5.1.4.sec	=	{_Parties} must also be capable of recognising {_Data} and removing or returning it, if the basis for the processing of {_Data} expires. For the avoidance of doubt, the obligation to remove or return {_Data} is not applicable to {_Derived_Material}s.
5.1.5.sec	=	Any identified data security breaches must be duly documented, rectified and reported to the affected {_Parties} without undue delay. All involved {_Parties} have a mutual responsibility to contribute reasonably to the investigation of any data security breaches within the {_Network}.
5.1.	=	[G/Z/ol/s5]
5.2.Ti	=	Subcontractors
5.2.sec	=	The {_Parties} will have the right to employ subcontractors to perform their obligations under the {_Constitutive_Agreement}. Where and to the extent that the outsourced functions require it, the {_Parties} may allow their subcontractors to access {_Data}. The {_Parties} will be responsible for the subcontracted performance as for their own.
5.	=	[G/Z/ol/2]
6.Ti	=	FEES AND COSTS
6.1.sec	=	{_Data} is shared within the {_Network} free of charge, unless otherwise defined in the applicable {_Dataset_Terms_of_Use}.
6.2.sec	=	Each {_Party} will bear their own costs related to accessing the {_Network} and operating as a {_Member} of the {_Network}.
6.3.sec	=	Unless otherwise agreed by {_Parties}, the joint costs incurred for the maintenance and administration of the {_Network} will be allocated in equal shares between the {_Parties}. For the avoidance of doubt, the maintenance and administration of the {_Network} does not include the costs of {_Data} where applicable and as defined in the {_Dataset_Terms_of_Use} in question.
6.	=	[G/Z/ol/s3]
7.Ti	=	CONFIDENTIALITY
7.1.sec	=	The {_Parties} must use any {_Confidential_Information} they receive in connection with the operation of the {_Data_Network} and/or regarding the {_Data_Network} only for the purposes for which such {_Confidential_Information} has been provided. The {_Parties} must not unlawfully use or disclose to {_Third_Parties} any such {_Confidential_Information} they have become aware of in the course of the operation of the {_Data_Network}.
7.2.sec	=	At the expiration or termination of the {_Constitutive_Agreement}, the {_Parties} must cease to use {_Confidential_Information} and, upon request by any {_Party}, verifiably return or destroy any {_Confidential_Material}, including copies thereof. Notwithstanding the above, the {_Parties} are entitled to continue to use the {_Data} subject to clause 10.2. In addition, the {_Parties} will retain {_Confidential_Material} as required by the applicable law or competent authorities.
7.3.sec	=	If a {_Party} is, under the applicable law or an order issued by a competent authority, obliged to disclose another {_Party}'s {_Confidential_Information} to the authorities or {_Third_Parties}, the obliged {_Party} must promptly notify the affected {_Party} whose {_Confidential_Information} will be disclosed of such disclosure if so permitted under the applicable law or the competent authority’s order.
7.4.sec	=	The confidentiality obligations established in the General Terms and Conditions will survive the termination of the {_Constitutive_Agreement}.
7.	=	[G/Z/ol/s4]
8.Ti	=	INTELLECTUAL PROPERTY RIGHTS
8.1.sec	=	The {_Intellectual_Property_Right}s of the {_Parties} must be respected and protected in connection with the operation of the {_Data_Network}.
8.2.sec	=	Signing the {_Constitutive_Agreement} and sharing any {_Data} within the {_Network} does not result in the transfer of any {_Intellectual_Property_Right}s. More specific provisions, if any, concerning the {_Intellectual_Property_Right}s that relate to specific {_Dataset}s are included in the applicable {_Dataset_Terms_of_Use}. For the avoidance of doubt, any new {_Intellectual_Property_Right}s created by a {_Party} will vest in the creating {_Party} as further defined in the applicable legislation governing {_Intellectual_Property_Right}s.
8.3.sec	=	Where the {_Data_Source} charges the other {_Parties} a fee for its {_Data}, the {_Data_Source} indemnifies the paying {_Parties} against claims that the {_Data} subject to any such fees infringes {_Intellectual_Property_Right}s in the country of the {_Data_Source}, provided that the {_Data_Source} is notified of these claims in writing without undue delay.
8.4.sec	=	The {_Parties} are entitled to utilise software robots or other forms and applications of robotic process automation or machine learning or artificial intelligence when processing {_Data}, provided that they respect the confidentiality obligations set out in clause 7 and the data protection obligations set out in clause 9. In accordance with the aforementioned and the applicable {_Dataset_Terms_of_Use}, the {_Parties} have the right to learn from {_Data} and to use any professional skills and experience acquired when processing {_Data}.
8.	=	[G/Z/ol/s4]
9.Ti	=	DATA PROTECTION
9.1.sec	=	Any {_Personal_Data} processed within the {_Data_Network} must be processed in accordance with the applicable data protection laws and regulations.
9.2.sec	=	Terms that are not defined here, have the meaning stated in the {_GDPR} or other applicable data protection laws.
9.3.sec	=	For the purposes of processing {_Personal_Data} within the {_Network}, any {_Parties} disclosing or receiving {_Data} are, individually and separately, assumed to be controllers under the provisions of the {_GDPR}. The said {_Parties} are also assumed to be processing {_Data} on their own behalf unless the {_Parties} have concluded a written {_Data_Processing_Agreement} that sets out the subject matter and duration of the processing, the nature and purpose of the processing, the type of {_Personal_Data} and categories of data subjects and the obligations and rights of the controller and the processer. Where any such {_Data_Processing_Agreement} is applicable in general to certain {_Dataset}(s) or services provided under the {_Constitutive_Agreement}, it must be included as an {_Appendix} to the {_Constitutive_Agreement}.
9.4.sec	=	The {_Parties} must prevent the unauthorised and unlawful processing of {_Personal_Data} by employing appropriate technical and organisational measures. The {_Parties} must ensure that persons allowed to process {_Personal_Data} have committed to keeping such data confidential or are bound by an appropriate statutory obligation of confidentiality.
9.5.sec	=	{_Personal_Data} that is shared within the {_Network} can be transferred within the European Union and the European Economic Area (EEA). This kind of {_Personal_Data} can also be transferred outside the EU and the EEA in compliance with the data protection regulations, unless otherwise prescribed by the applicable {_Dataset_Terms_of_Use}.
9.	=	[G/Z/ol/s5]
10.Ti	=	TERMINATION AND VALIDITY
10.1.sec	=	If the {_Constitutive_Agreement} is concluded for a fixed period, it will expire without separate notice at the end of the applicable fixed period. If the {_Constitutive_Agreement} is concluded for an indefinite period, it will expire upon termination by the {_Parties}.
10.2.sec	=	The {_Parties} are entitled to continue to use any {_Data} received through the {_Network} prior to the termination of the {_Constitutive_Agreement}, unless otherwise determined in the applicable {_Dataset_Terms_of_Use} or agreed by the {_Parties} in the {_Constitutive_Agreement}. In such case, the clauses governing use of {_Data} in these General Terms and Conditions, {_Dataset_Terms_of_Use} and/or in the {_Constitutive_Agreement}, remain in force according to the Clause 17.1.
10.3.sec	=	Any {_Party} may choose to terminate the {_Constitutive_Agreement} as defined in the {_Constitutive_Agreement}. Notice of termination must be provided in writing to the {_Parties} of {_Constitutive_Agreement}. In the event that there are more than two {_Parties} to the {_Constitutive_Agreement}, the {_Constitutive_Agreement} will remain in force for the remaining {_Parties} following the termination thereof by one {_Party}.
10.4.sec	=	Where the {_Parties} have agreed on a process for amending the {_Constitutive_Agreement} otherwise than by the written consent of all {_Parties}, any {_Party} that objects to such an amendment in writing after having become aware of it will be entitled to terminate the {_Constitutive_Agreement} by notifying the other {_Parties} thereof. The termination will become effective after the objecting {_Party} has submitted the aforementioned notice to the other {_Parties}, after which the amendment will enter into force unless the agreeing {_Parties} have agreed on a later date.
10.5.sec	=	In the event that there are only two {_Parties} to the {_Constitutive_Agreement} and one {_Party} commits a material breach of the provisions of the {_Constitutive_Agreement}, the other {_Party} will have the unilateral right to terminate the {_Constitutive_Agreement} with immediate effect by providing the other {_Party} with a written notice.
10.6.sec	=	In the event that there are more than two {_Parties} to the {_Constitutive_Agreement} and one {_Party} commits a material breach of the provisions of the {_Constitutive_Agreement}, the other {_Parties} together and unanimously will have the right to terminate the {_Constitutive_Agreement} with the breaching {_Party} with immediate effect. Such a termination may either concern the contractual relationship between the breaching {_Party} and other {_Parties} or the entire {_Constitutive_Agreement}. Notwithstanding the aforementioned, if the material breach is of substantial importance only to certain non-breaching {_Parties}, such {_Parties} are individually and separately entitled to terminate the {_Constitutive_Agreement} unilaterally with the breaching {_Party}. Notice of any such termination must be provided in writing to all {_Parties}.
10.7.sec	=	If the breach can be rectified, the non-breaching {_Party}/{_Parties} may resolve to suspend the performance of their obligations under the {_Constitutive_Agreement} until the breaching {_Party} has rectified the breach.
10.	=	[G/Z/ol/s7]
11.Ti	=	LIABILITY
11.1.sec	=	The {_Parties} will only be liable for direct damages that result from a breach of the provisions of the {_Constitutive_Agreement} as defined hereinafter and where applicable, in the {_Constitutive_Agreement}. Any other liabilities are hereby excluded, unless otherwise specifically defined in the {_Constitutive_Agreement}. {_Parties} are not liable for loss of profits or damage that is due to a decrease or interruption in production or turnover, or other indirect or consequential damages.{FtNt.1.Xref}
11.2.0.sec	=	The {_Parties} will not be liable for any losses, damages, costs, claims or expenses howsoever arising from
11.2.1.sec	=	a mechanical or electrical breakdown or a power failure or malfunction of any computer and/or {_Data} transmission or receiving apparatus and/or auxiliary equipment or any other cause beyond the reasonable control of the {_Party}; and
11.2.2.sec	=	any failure for making available or supplying the {_Data}.
11.2.	=	[G/Z/ol-i/s2]
FtNt.1.sec	=	{_Parties} may wish to note that the concept of indirect or consequential damage varies between different jurisdictions.
11.3.sec	=	Notwithstanding the aforementioned, the {_Parties} must fully compensate any damages resulting from an intentional or grossly negligent breach of the provisions set out in the {_Constitutive_Agreement}.
11.4.sec	=	The {_Data_Source} must indemnify paying {_Parties} against claims that its {_Data} infringes {_Intellectual_Property_Right}s in accordance with clause 8.3.
11.5.sec	=	Each {_Party}, severally and not jointly, will be liable for any infringements of personal data obligations set out in the {_GDPR} in accordance with Article 82 of the {_GDPR}.
11.	=	[G/Z/ol/s5]
12.Ti	=	FORCE MAJEURE
12.1.sec	=	No {_Party} will be liable for injuries or damage that arise from events or circumstances that could not be reasonably expected beforehand and are beyond its control (force majeure).
12.2.sec	=	A {_Party} that is unable to perform its obligations due to an event of force majeure must inform other {_Parties} of any such impediment without undue delay. These grounds for non-performance will expire at the moment that the force majeure event passes. This clause is subject to a long-stop date: where performance is prevented for a continuous period of one hundred and eighty (180) days or more, the {_Parties} are entitled to terminate the {_Constitutive_Agreement} as set forth in clause 10.5 or 10.6, as applicable.
12.	=	[G/Z/ol/s2]
13.Ti	=	AUDIT
13.1.sec	=	A {_Data_Source} will be entitled to audit the {_Parties} processing the {_Data} made available by the {_Data_Source} at its own expense, including also material and reasonable direct costs of the audited {_Party}. The purpose and the scope of the audit is limited to verifying compliance with the material requirements of the {_Constitutive_Agreement}, the applicable {_Dataset_Terms_of_Use}, and applicable legislation.
13.2.sec	=	The obligations of the audited {_Party} as set out herein will apply to all of its {_Affiliate}s and subcontractors that process the respective {_Data_Source}’s {_Data}. The {_Parties} represent and warrant that the same auditing obligations as set out herein will be imposed on their {_Affiliate}s and subcontractors, where reasonably available and where limited, and the {_Parties} will act in good faith to ensure that the objectives of the {_Data_Source}’s audit rights materialise.
13.3.sec	=	The auditing {_Party} must notify the audited {_Party} of the audit in writing at least thirty (30) days prior to the audit. The written notice must disclose the scope and duration of the audit and include a list of requested materials and access rights.
13.4.sec	=	The audited {_Party} is entitled to require that the audit is conducted by a mutually acceptable and/or certified independent {_Third_Party}.
13.5.sec	=	The {_Parties} are required to retain and provide to the auditing {_Party} and/or the {_Third_Party} auditor, for the purposes of the audit, all records and documents as well as access to all necessary data systems and premises and to interview personnel that are of significant importance for the audit. Records and documents thus retained must span to the previous audit or to the accession of the audited {_Party} to the {_Network}, whichever is later.
13.6.sec	=	The auditing {_Party} and/or {_Third_Party} auditor may only request such records and documents and such access to data systems and premises and to interview personnel that are of significant importance to the audit.
13.7.sec	=	All records, documents and information collected and disclosed in the course of the audit constitute {_Confidential_Information}. The auditing {_Party} and/or {_Third_Party} auditor may not unlawfully utilise or disclose {_Confidential_Information} that it has become aware of in the course of the audit. The auditing {_Party} represents and warrants that any {_Third_Party} auditor, where applicable, complies with the applicable confidentiality obligations. The audited {_Party} is entitled to require that the auditing {_Party} and/or {_Third_Party} auditor or any other persons participating in the audit sign a personal non-disclosure agreement provided that the terms and conditions of such a non-disclosure agreement are reasonable.
13.8.sec	=	The results, findings and recommendations of the audit must be presented in an audit report. The audited {_Party} is entitled to review any {_Third_Party} auditor’s audit report in advance (and prior to it being provided to the relevant {_Data_Source}(s) by the {_Third_Party} auditor). The audited {_Party} is entitled to require the {_Third_Party} auditor to make any such changes to the audit report that are considered reasonable while taking into account the audited {_Party}’s {_Confidential_Information} and the applicable {_Data_Source}’s business interests in the {_Data}. The audited {_Party} must provide its response to the audit report within thirty (30) days. If no response is provided, the audited {_Party} is considered to have accepted the contents of the report.
13.9.sec	=	If the auditing {_Party} justifiably believes the audited {_Party} to be in material breach of the obligations imposed thereupon in the {_Constitutive_Agreement}, an additional audit may be conducted.
13.10.sec	=	In the event that the audit reveals a material breach of the obligations imposed in the {_Constitutive_Agreement} or the applicable {_Dataset_Terms_of_Use}, the audited {_Party} will be liable for reasonable and verifiable direct expenses incurred as a result of the audit.
13.	=	[G/Z/ol/s10]
14.Ti	=	APPLICABLE LAWS AND DISPUTE RESOLUTION
14.1.sec	=	The agreement incorporating these General Terms and Conditions is governed by and construed in accordance with the laws of Finland without regard to its principles of private international law and conflict of laws rules.
14.2.sec	=	Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall first be submitted to mediation in accordance with the Mediation Rules of the Finland Chamber of Commerce. The place of mediation shall be Helsinki, Finland and the language of mediation shall be English. The commencement of proceedings under the Mediation Rules shall not prevent any party from commencing arbitration in accordance with the clause below.
14.3.sec	=	Any dispute, controversy or claim arising out of or in relation to the agreements based on the General Terms and Conditions, 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 number of arbitrators shall be one, the seat of arbitration shall be Helsinki, Finland and the language of the arbitration shall be English.
14.	=	[G/Z/ol/s3]
15.Ti	=	OTHER PROVISIONS
15.1.sec	=	Unless otherwise agreed by the {_Parties}, any amendments to the {_Constitutive_Agreement} and its Appendices must be made in writing and signed by all {_Parties}.
15.2.sec	=	No {_Party} may assign the {_Constitutive_Agreement}, either wholly or in part, without the written consent of the other {_Party}/{_Parties}. Such consent may not be unreasonably withheld in the event that the assignee undertakes to comply with the terms and conditions of the {_Constitutive_Agreement} in writing and the assignee is a company that belongs to the same group of companies as the {_Party} pursuant to the provisions of the Finnish Accounting Act. Such consent may also not be unreasonably withheld if the assignation is made in connection with the transfer of business operations.
15.3.sec	=	If any provision of the {_Constitutive_Agreement} or any applicable {_Dataset_Terms_of_Use} is found to be invalid by a court of law or other competent authority, the invalidity of that provision will not affect the validity of the other provisions established in the {_Constitutive_Agreement}.
15.4.sec	=	Each party represents and warrants that it is a corporation that is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation. Each {_Party} also represents and warrants that it has all required corporate power and authority to execute, deliver, and perform its obligations under the {_Constitutive_Agreement} and, where applicable, to bind its {_Affiliate}s.
15.5.sec	=	The {_Parties} intend to create a {_Data_Network} that is subject to a single set of contractual terms, and nothing contained in the {_Constitutive_Agreement} may be construed to imply that they are partners or parties to a joint venture or the other {_Parties}’ principals, agents or employees. No {_Party} will have any right, power, or authority, express or implied, to bind any other {_Party}.
15.6.sec	=	No delay or omission by any {_Party} hereto to exercise any right or power hereunder will impair such right or power, nor may it be construed to be a waiver thereof. A waiver by any of the {_Parties} of any of the covenants to be performed by the other {_Parties} or any breach thereof may not be construed to be a waiver of any succeeding breach thereof or of any other covenant.
15.	=	[G/Z/ol/s6]
16.Ti	=	NOTICES
16.1.sec	=	All notices relating to these General Terms and Conditions and the {_Constitutive_Agreement} must be sent in a written or electronic form (including post or email) or delivered in person to the contact person and/or address specified by the respective {_Party} in the {_Constitutive_Agreement} or in the applicable {_Accession_Agreement}. Each {_Party} will be responsible for ensuring that their contact details are up-to-date. Notices will be deemed to have been received three (3) days after being sent or on proof of delivery.
16.	=	[G/Z/ol/s1]
17.Ti	=	SURVIVAL
17.1.sec	=	Clauses 1, 2, 3, 4, 5, 8, 9, 11, 14, 16 and 17 of these General Terms and Conditions will survive the termination of the {_Constitutive_Agreement} in its entirety together with any clauses of the {_Constitutive_Agreement} that logically ought to survive the termination.
17.2.sec	=	Clause 13 of these General Terms and Conditions will survive for a period of three (3) years following the termination of the {_Constitutive_Agreement} in its entirety.
17.3.sec	=	Clause 7 of these General Terms and Conditions will survive for a period of five (5) years following the termination of the {_Constitutive_Agreement} in its entirety.
17.	=	[G/Z/ol/s3]
00.sec	=	Footnotes: {FtNt.1.sec}
	=	[G/Z/ol/17]
FtNt.1.Xref	=	1
_Accession_Agreement	=	Accession Agreement
_Affiliate	=	Affiliate
_Appendix	=	Appendix
_Confidential_Information	=	Confidential Information
_Confidential_Material	=	Confidential Material
_Constitutive_Agreement	=	Constitutive Agreement
_Data	=	Data
_Data_Network	=	Data Network
_Data_Processing_Agreement	=	Data Processing Agreement
_Data_Source	=	Data Source
_Dataset	=	Dataset
_Dataset_Terms_of_Use	=	Dataset Terms of Use
_Derived_Material	=	Derived_Material
_End_User	=	End_User
_Founding_Member	=	Founding Member
_GDPR	=	GDPR
_Governance_Model	=	Governance_Model
_Intellectual_Property_Right	=	Intellectual_Property_Right
_List_of_Members	=	List of Members
_Member	=	Member
_Network	=	Network
_Operator	=	Operator
_Operator_Service_Agreement	=	Operator Service Agreement
_Parties	=	Parties
_Party	=	Party
_Personal_Data	=	Personal Data
_Schedule	=	Schedule
_Service_Provider	=	Service_Provider
_Third_Parties	=	Third Parties
_Third_Party	=	Third Party
_Third_Party_End_User	=	Third Party End User