PRÖNÖ TERMS OF SERVICE
Prönö Enterprises Ltd. is to provide professionals and organizations with a flexible global business platform and a community for interaction, engagement, endorsement, advisory services and consultation among the community users.
Our Services are designed to promote opportunities for our Users by enabling them and other members to meet, find each other, create mutual opportunities, learn and make decisions in a network of trusted relationships.
These Terms of Service govern the use and the provision of the Services by Prönö Enterprises Ltd. to Users.
By accepting these Terms of Service as part of an Offer or electronically in the Services, User accepts the Contract in its entirety as part of the registration and/or subscription procedure and a binding Contract is formed between the Parties. If you do not agree to this Contract, you may not register, subscribe or otherwise access and use any of our Services.
By finalising the registration and/or subscription to the Services, the person accepting the Contract warrants that it has the authority to register and/or subscribe to the Services and commit to the Contract on behalf of User.
For usage of different data, see our Privacy Policy.
DEFINITIONS
“Aggregate Usage Data” means general usage, statistical or aggregate data regarding User’s use of the Services (including the results of anonymous analysis of User Data performed by Supplier in accordance with the Contract).
“Contract” means collectively the Offer (if any) and these Terms of Service.
“Confidential Information” is defined in Section 7.1.
“Documentation” means any manuals, user guides and other documentation related to the Services and its functionalities, such as service descriptions, user manuals and maintenance documentation, including modifications and updates thereto. The Documentation constitutes Confidential Information of Supplier in accordance with Section 7.
“Feedback” the results of any evaluation of the Services by User, including User’s opinions, comments and suggested improvements regarding the Services.
“Intellectual Property Rights” means copyrights and related rights (including database and catalogue rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.
“Master Data” means any data, information or materials regarding professionals and/or Users compiled or generated by Supplier and used in the Services to provide its features as well as any other information provided by Supplier in the Services, which is not User Data.
“Offer” means a written offer or order between the Parties or another document specifying the Services to be provided by Supplier and referencing these Terms.
“Party” means individually Supplier or User (jointly the “Parties”).
“Services” means the current and any further developments, updates and versions of the prono.fi website and SaaS platform (app.prono.fi), including server hosting environment, back end and APIs, interfaces, user device native applications and web application.
“Service Fee” means the applicable fee payable by User acting under the capacity of a private professional for subscription to the premium version of the Services and/or User acting under the capacity of a company for subscription to the Services.
“Subscription Period” means the prepaid term during which User acting under the capacity of a private professional is entitled to use and has access to the premium version of the Services and/or during which User acting under the capacity of a company is entitled to use and have access to the Services. The Subscription Period shall be agreed between the Parties.
“Supplier” means Prönö Enterprises Ltd, (Business ID: 3138885-3).
“Terms” mean these Terms of Service, as applicable from time to time in accordance with the Contract.
“User” means any authorized user registered or subscribed to the Services, website visitor of the Services and/or a customer purchasing services from time to time via the Services. Users may be private professionals (e.g Advisors) or company/organizations and or their representatives.
“Advisor” means a User, that is registered on Prönö and offering their expertise at the platform for other Users, such as Companies or individuals that are interested in purchasing these services. Advisor can also purchase services as a user of the platform.
“Company” means company or an organization profile on Prönö with or without company members. It can also be a company not yet registered and account not claimed. Company can utilize and buy services from Prönö platform services for Prönö Companies and buy services from the Users. Company or an organization has to be official (unless not registered, just an idea stage which is visible on the profile). If it is on an idea stage, member needs to be the admin.
“Company member” means a Company representative is a User that is set as an employee/representative of the Company. The Company member can be given a permission to act on behalf of the Company.
“User Data” means any information, data and materials (including notes and documentation) that is entered, uploaded onto or stored in the Services in connection with User’s use of the Services. User Data excludes the Service, Documentation, Feedback and Master Data.
“Marketplace” means a Prönö platform and service, in which Supplier, Users may buy or sell their expertise and services.
“Marketplace excecution” means any process including buying or selling the services between Advisors and Companies. The payment is processed via the Supplier and the actual Service is provided by the parties. The Users and Companies can engage, endors and collaborate on the marketplace.
ADVISOR TERMS
Offering and selling services
Advisor. As an Advisor, Prönö offers you a place to market your expertise to Companies and Users. By accepting the Terms of Service you agree to follow Suppliers processes on the Marketplace, including:
- contacting and communicating with the buying User/Company
- using Supplier provided Contracts and/or processes and prices on the Prönö platform
- following the Code of Conduct and agree to reporting to Prönö if any of the agreed parties are working against it.
Acting against these gives the Supplier the right to terminate and remove the Advisor’s User account from the Prönö platform.
Contracting with the Companies/Users. When you accept a Service request, or receive a Service confirmation through the Prönö Platform, you are entering into a contract directly with the Company/User, and are responsible for delivering your Advisor Service under the terms and at the price specified in your offering. You are also agreeing to pay applicable fees like Prönö costs (and applicable taxes) for each Service. Prönö Payments will deduct amounts you owe from your payout unless we and you agree to a different method. Any terms, policies or conditions that you include in any supplemental contract with Companies must: (i) be consistent with these terms, our Policies, and the information provided in your offering, and (ii) be prominently disclosed in your offering description.
Delivery of the Service. Advisor is responsible for delivering the Agreed Service for the User/Company. If the Advisor is unable to do this, they must refund the full price to the Supplier unless mutually agreed otherwise.
Independence of Advisors. Your relationship with Prönö is that of an independent individual via company or entity and not an employee, agent, joint venturer, or partner of Prönö, except that Prönö Payments acts as a payment collection agent as described in the Payments Terms. Prönö does not direct or control your Advisor Service, and you agree that you have complete discretion whether and when to provide Advisor Services, except the price and terms you offer them. You must provide the Services with the prices you have adjusted to your User account.
Creating your offering. The Prönö platform provides tools for Advisors to set up and manage your Offering. Your Offering must include complete and accurate information about your Services, the price information and your own terms that you follow while doing your Services. You are responsible for keeping the Offering info correct and up-to-date. You are responsible to provide confidentiality at every service encounter. Prönö is not responsible for covering Advisors insurances or warranties. We recommend Advisors so obtain appropriate insurance for your Advisor services and carefully review Privacy Policy, Terms of Service and Advisor Agreement including coverage details and exclusion. Advisor is not allowed to offer their Advisory Services to Prönö Companies outside Prönö platform at the same time when offering via Prönö. The Supplier may remove and terminate the Advisor’s User profile if they can not be reached within 1 month.
Taxes and payments. Prönö Cost include all the payment fees between Prönö and the buying User/company. Advisor is responsible for paying their individual taxes based on the Advisor Service Price and other expenses based on their local jurisdiction. The Advisor must follow the pricing they have defined in their Offering and is not allowed to change this after the Service is booked.
Legal obligations. You are responsible for understanding and complying with any laws (e.g. GDPR), rules, regulations, and contracts with third parties that apply to your offering or Advisor Services. Check your local rules to learn what rules apply to the Advisor Services you plan to offer. Information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations. You are responsible for handling and using personal data of Guests and others in compliance with applicable privacy laws and these Terms, including our Advisor Privacy Standards. If you have questions about how local laws apply you should always seek legal advice.
GENERAL TERMS
Access to the Service
2.1
The Service and its functionalities, including selling own services or buying the services, become available to User through registration and/or subscription to the Services and, in case of premium version of the Services, after the payment of the applicable Service Fees. As part of the registration and/or subscription, Supplier may provide User with the standard Documentation regarding the use of the Services.
2.2
User must be at least 18 years old and of full capacity in order to use or buy the Services.
2.3
Subject to the terms and conditions of the Contract and, in case of premium version of the Services, the due payment of the Service Fees, Supplier hereby grants to User and User hereby accepts a limited, non-exclusive, non-transferable, and non-sublicensable right for User to use the Services and the Documentation for his/her networking, recommendations and other business related purposes during the term of the Contract.
Usage Restrictions
2.4
Unless otherwise permitted in the Contract, User may not and is not entitled to permit others to do any of the following:
(a) circumvent or attempt to circumvent any usage control or anti-copy features of the Services;
(b) probe, scan or test the vulnerability of the Services;
(c) use the Services and the content available through the Services in any manner that could damage, disable, overburden or impair the Services;
(d) use any data mining, robots, scraping, or similar data gathering or extraction methods;
(e) use, sell, rent, transfer, license or otherwise provide any third party with the Services and/or the content available through the Services, except as provided in the Contract;
(f) interfere with Supplier’s other users and customers’ use and enjoyment of the Services;
(g) reverse engineer or decompile the Services or access the source code thereof, except as permitted by law;
(h) use the Services for transmitting any unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, or any other form of solicitation or mass messaging;
(i) use the Services in violation of applicable law;
(j) use the Services in ways that violate intellectual property rights, business secrets or privacy of third parties; or
(k) use the Services to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment.
2.5
Supplier shall have the right to deny User’s access to and use of the Services without prior notice if Supplier suspects that a User uses the Services in violation of the Contract or Code of Conduct.
Subject to the terms and conditions of the Contract and, in case of premium version of the Services, the due payment of the Service Fees, Supplier hereby grants to User and User hereby accepts a limited, non-exclusive, non-transferable, and non-sublicensable right for User to use the Services and the Documentation for his/her networking, recommendations and other business related purposes during the term of the Contract.
General Obligations of User
2.6 User is responsible for preparing its hardware, connections, software and data systems to meet the operating environment of the Services and for ensuring that the Services fulfils User’s intended purpose of use. The use of the Services requires a functioning connectivity to internet.
2.7
User is responsible for preparing its hardware, connections, software and data systems to meet the operating environment of the Services and for ensuring that the Services fulfills User’s intended purpose of use. The use of the Services requires a functioning connectivity to internet.
2.8
User shall indemnify Supplier from and against, and, at Supplier’s option, defend Supplier from any claims, damages, liabilities, losses, costs and expenses (including reasonable attorney’s fees) arising from or in connection with: (i) User Data; or (ii) any violation of laws or regulations or rights of others by Users’ use of the Services.
Authorized Users
2.9
In order to use the Services, the User must create a user account and/or company account during registration and/or subscription phase and provide requested information. A person creating a company account on behalf of a company warrants that he/she is legally entitled to represent the company.
2.10
Registration to the Services shall be free of charge for the profile with limited features and selected companies. Subscription to paid features of the Services and/or registration of a paid company account shall be payable as part of the Service Fee. Users and Companies can purchase different Service Packages from the Prönö Platform.
2.11
User is granted a user name and a password in connection to his/her user and/or company account. These Service credentials are personal. The User shall use all reasonable endeavours to prevent unauthorized access to or use of the user and/or company account. User can have only one user account.
2.12
User is responsible for any unauthorized use of the Services performed through the accounts given to User. In the event of or if User has reason to suspect any unauthorised access or use of the Services, or if any account details have been revealed to a third party, User shall notify Supplier thereof. The User shall be responsible for any use of the Services and any activity under the user and/or company account of the User.
2.13
Supplier shall not under any circumstances be liable for damages caused by any unauthorized or unlawful use of a User’s user and/or company account. User shall indemnify and hold harmless Supplier against any and all damages incurred by Supplier due to unauthorized or unlawful use of a user account.
2.14
Advisors and Company Admins must submit valid credit card or other payment method information to Supplier. User agrees to pay for all Subscription Fees and/or purchases arising from the User’s use of the Services. User must keep his/her credit card and other payment information submitted to a respective user and/or company account updated.
3 TRANSACTIONS BETWEEN THE USERS VIA SERVICES
3.1
Users, Companies and Advisors may provide their products and/or services to other Companies and Users via the Services. Users acknowledge that in these situations the Supplier is under no circumstances a party to such sales agreement nor be held liable for the fulfillment of any duties or obligations under such agreement between the Users. When offering Advisor services, the Advisor terms apply.
3.2
User selling its products and/or services to other Users via the Services acknowledges that he/she shall bear any responsibility under applicable mandatory consumer protection legislation towards a customer User in case such customer would be considered of being a consumer under applicable legislation.
3.3
Supplier shall only provide a marketplace via the Services for Users to purchase services from each other. The Supplier shall collect the payment for such services on behalf of User selling the service from the customer User through a third-party payment service provider and shall forward the payment to the User selling a service in accordance with the payment terms agreed between the Users.
4 TRANSACTIONS BETWEEN PRÖNÖ AND CUSTOMERS / USERS
4.1
In addition to acting as an intermediary for transactions between Users as described in section 3 above, the Supplier may sell products and/or services to the Users via Services on its own behalf as a seller. Depending on the legal capacity of the User purchasing such products and/or services, the transaction between Supplier and User may constitute either a B2B or B2C transaction under applicable laws.
4.2
The Supplier shall deliver the purchased Supplier products free of charge within the territory of Finland. Delivery costs to places outside Finland shall be added to the final purchase price as shown in the Services prior to confirming your order. The delivery times for Supplier’s products are estimates only and depend on the delivery location. The delivery for the Supplier’s products shall be organized via third party shipping provider available at the Services.
4.3
The Supplier shall deliver the purchased Supplier products free of charge within the territory of Finland. Delivery costs to places outside Finland shall be added to the final purchase price as shown in the Services prior to confirming your order. The delivery times for Supplier’s products are estimates only and depend on the delivery location. The delivery for the Supplier’s products shall be organized via third party shipping provider available at the Services.
Stripe Payments Europe, Ltd. business ID 513174
C/O A&L Goodbody
Ifsc
North Wall Quay
Dublin 1
Dublin 1, Co Dublin
4.4
Users acting under the capacity of a consumer cannot be deprived of their rights under mandatory provisions of the applicable consumer protection legislation.
4.5
Users acting under the capacity of a consumer may cancel their order for Supplier’s product and/or service made via the Services within fourteen (14) days following receipt of the product and/or conclusion of the service agreement. You may use such right by informing the Supplier in writing to info@prono.fi without providing a reason for such withdrawal. You shall return the purchased product to the Supplier within fourteen (14) days following your notification of withdrawal. Services including Advisor Services or other Marketplace Services can be returned as Prönö Credits that can be used in other Marketplace Services.
The Advisor services need to be cancelled 48 hours before the scheduled Service. We reserve the right to charge a fee for services cancelled too late or not cancelled at all.
4.6
The Supplier offers free returns for Supplier’s products and/or services delivered to Finland. For products and/or services delivered to other countries, the User shall bear direct costs for the return.
4.7
The notification of withdrawal must unambiguously state your desire to cancel the order for identified Supplier’s products and/or services. You may also use the form issued by the Finnish Ministry of Justice under decree 110/2014:
I/we (*) inform, that I/we would like to (*) withdraw the agreement (*) concerning the provision of the following Supplier’s products and/or services ():
Order date (*)/date of receipt (*)
Consumer name (*) / names (*)
Consumer address (*) / addresses (*)
Consumer signature (*) / signatures (*) (only if the form is filled in a paper form)
Date
(*) Remove unnecessary parts.
4.8
Please note that all Supplier’s products must be returned unworn and undamaged, with all tags attached and original packaging included. Otherwise Prönö will be unable to accept your return and issue a refund.
4.9
Supplier’s liability for defected products and/or services shall be in accordance with the applicable consumer protection legislation. User shall notify the Supplier in writing at Ylistörmä 5c 65, 02210 Espoo Finland of any defects in the purchased Supplier’s product and/or service without undue delay and within fourteen (14) days at the latest after the User has noticed such defect.
5 AVAILABILITY, SECURITY, BACKUPS AND CHANGES TO THE SERVICE
Availability
5.1
Supplier will provide the Services to User “as is” and use commercially reasonable efforts to make the Services available to User, subject to operational requirements, including maintenance and security.
5.2
Notwithstanding the above mentioned, Supplier shall have the right to temporarily suspend the provision of the Services in accordance with the following Sections, without any obligation to compensate any damages or service level failures to User.
5.3
Supplier shall have the right to suspend the availability of the Services for a reasonable duration, if this is necessary in order to perform installation, change or maintenance work in respect of the Services.
5.4
Supplier shall have the right to suspend the availability of the Services due to severe data security risk to the Services or if required by law or public authorities. If Supplier suspends the Service for this reason, it shall inform registered and/or subscribed Users of the suspension and the duration of the estimated suspension in advance or, if this is not reasonably possible, without undue delay after Supplier has become aware of such occurrence.
5.5
Supplier shall have the right to deny User’s access to the Services without any prior notice to User, if Supplier suspects that User burdens or uses the Services in a manner which may jeopardize the availability of the Services to other users. Supplier shall without undue delay inform User of the reasons for such denial.
5.6
User acknowledges that interruptions to the availability of the Services may also occur due to no fault of Supplier, for example, in the event of data connection disruptions or interruptions to the availability of systems or components delivered by third parties.
Security and Backups
5.7
Supplier maintains a formal information security policy that is designed to protect against threats or hazards to the security of User Data and prevent unauthorized access to User Data.
5.8
Subject to Section 10.2 below, Supplier is responsible for taking backup copies of User Data processed in the Services, for verifying the functionality of the backups and for ensuring that User Data can be recovered from the backups. Supplier will maintain the backups in a suitable manner in conformity with its backup policy. In all other respects, User shall be responsible for taking backup copies of User Data.
5.9
If User Data stored in the Services is destroyed, lost, altered or damaged by the actions of a User in the Services or if User has otherwise by its own action caused the destruction, loss or alteration of, or damage to, the User Data stored in the Services, Supplier shall have the right to charge for the recovery of such User Data on a time and materials basis.
Changes to the Service
5.10
User acknowledges that the Services is provided in a multiuser environment. Supplier may therefore make modifications or changes to the Services at any time at its sole discretion and without notifying User thereof, provided that such changes do not materially affect User or User’s use of the Services. If Supplier introduces changes materially affecting the Services or User’s use of the Services, Supplier will notify User thereof in advance in writing and User is entitled to terminate the Contract and the subscription of the Services by written notice to Supplier if User does not accept the changes.
6 DATA
Master Data
6.1
All Intellectual Property Rights and title to Master Data and any improvements thereto shall belong to Supplier or its licensors, as the case may be.
6.2
Subject to User’s compliance with the Contract, User has the right to use the Master Data as incorporated in the Services in accordance with the license granted under Section 2.2. User is, however, not entitled to extract any Master Data from the Services or use it independently from the Services (including without limitation collecting Master Data for the purpose of compiling a separate database of any Master Data), unless separately agreed in writing between the Parties.
User Data
6.3
All Intellectual Property Rights and title to User Data and any improvements thereto shall belong to User and/or its licensors, as the case may be.
6.4
In connection with the use of the Services, User may submit User Data into the Services in accordance with its functionalities. User shall have the right to delete User Data from the Services at any time. User shall ensure that User Data do not infringe any third party Intellectual Property Rights or violate any applicable laws or legislation.
6.5
User shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data. User shall not upload any illegal, offensive, threatening, libelous, defamatory, or otherwise inappropriate data, materials or content to the Services. Supplier shall have the right, but shall not be obliged to, monitor User Data in order to ensure compliance with the Contract. In case Supplier believes, in its reasonable opinion, that any User Data violate the Contract, Supplier shall have the right to delete such content, without assuming any liability for such content.
6.6
Supplier may use, copy, store and modify User and Company Data during the term of the Contract for the purpose of providing the Services to User in accordance with the Contract. In addition, User hereby grants to Supplier the right to generate Aggregate Usage Data through anonymous analysis of User Data and combine the resulting Aggregate Usage Data with Master Data, provided that (i) data used to generate such Aggregate Usage Data is not based solely on User Data but on data obtained from various users of Supplier; and (ii) any information pertaining to User or third parties are not recognizable from the resulting Aggregate Usage Data.
6.7
After termination of the Contract, Supplier will cease processing User Data in the Services and, if applicable, assist User in the transfer of User Data in accordance with the post-termination provisions set out in Section 12.6.
Aggregate Usage Data
6.8
All Intellectual Property Rights and title to Aggregate Usage Data shall belong to Supplier.
6.9
In addition to what is provided under Section 4.6 above, Supplier shall have the right to generate and obtain Aggregate Usage Data from Users’ use of the Services for the purposes of e.g. developing and improving the Services and combine it with Master Data. Supplier may also obtain Aggregate Usage Data regarding Users’ use of the Services for security, availability and troubleshooting reasons to enable Supplier to provide the Services and support to User in accordance with the Contract.
Personal Data
6.10
Supplier may collect and process data, including personal data, in relation to User’s registration and/or subscription to the Services and Users’ use of the Services, such as contact details and identification data on Users. Supplier processes such personal data as a data controller in accordance with its Privacy Policy in force from time to time.
6.11
Supplier is the data controller of any personal data contained in the Master Data processed in the Services in accordance with its Privacy Policy in force from time to time.
6.12
If the User Data contain personal data is to be processed by Supplier on User’s behalf as a data processor, such processing of personal data shall be governed by the Data Processing Agreement (DPA) attached to the Contract or referencing the Contract.
7 THIRD PARTY CONTENT AND SERVICES
7.1
Certain parts of the Services and Master Data may contain third party content provided by and belonging to such third parties (“Third Party Content”), such as images or other works. Third Party Content is subject to copyright, trademark and other Intellectual Property Rights of the respective owners of the Third Party Content, who retain all rights therein. Any Third Party Content is subject to their own license terms and licensed for use in the Services only as further described in the Documentation or separate notices provided in the Services. To the extent User wishes to use any Third Party Content outside the Services, User is responsible for procuring any necessary rights for such use from the owner of the Third Party Content. Supplier expressly disclaims any liability in connection with User’s use of any Third Party Content outside the Services.
7.2
The Contract covers exclusively the Services and the use thereof and any and all linked third party services and platforms are provided by the relevant third parties and covered by their terms of service or other agreement or licenses. Supplier does not assume any liability in regard to use of such third party services and platforms, whether or not they are linked to the Services.
7.3
Supplier may provide User with such interfaces and integration tools as developed and implemented by Supplier from time to time. User acknowledges that some interfaces or integration tools may be provided by third parties and/or may have connections or links to third party service providers’ software or systems. Supplier shall not, under any circumstances, be liable for the actions of such third parties or the parts of the interfaces or integration tools which are delivered, maintained or owned by third parties.
8 SERVICE FEES AND PURCHASES
8.1
Premium and/or company User shall pay the Service Fee for each Subscription Period in advance before the commencement of the applicable Subscription Period. Service Fees shall be paid against an invoice issued by Supplier or another payment method provided for the Services in accordance with Supplier’s payment policy applicable from time to time.
8.2
Customer Users shall pay for the products and/or services provided by another User via Services in accordance with payment methods available in the Services from time to time. Payment terms shall be agreed separately between the Users acting as a customer and seller in a given transaction.
8.3
Without prejudice to its other rights, Supplier may disable User’s access to the Services if User has not paid the Service Fee for a Subscription Period.
8.4
All payments made in accordance with the Contract are non-refundable, unless provided otherwise in the Contract.
8.5
Supplier is entitled to change the Service Fees for each new Subscription Period by providing User with a written notice of the change before the end of the ongoing Subscription Period. Any change of Service Fees will only apply from the beginning of a renewed Subscription Period. User may terminate the Contract by written notice to Supplier before the commencement of the new Subscription Period if User does not accept the changed Service Fees. In such case, the Contract will continue in full force and effect until the end of the ongoing Subscription Period, after which the Contract shall terminate.
8.6
All prices and payments relating to the Contract are exclusive of any applicable taxes, customs and import duties, levies and charges of any kind. Any such taxes, customs and import duties, levies, and charges that may be iposed on or paid by Supplier shall be borne by User. Any sums to be paid to Supplier shall be net of any applicable taxes, duties and levies that might be levied or withheld on payments made by User to Supplier.
9 CONFIDENTIALITY
9.1
Each Party agrees that it will maintain the confidentiality of all material and information, regardless of whether technical, financial or commercial, received in whatever form from the other Party, that are designated, or which should reasonably be regarded in the normal commercial view, as constituting confidential information, trade secrets, or proprietary information (“Confidential Information“). The receiving Party undertakes:
(a) to maintain as secret and confidential all Confidential Information obtained directly or indirectly from the disclosing Party in the course of the Contract and to respect the disclosing Party’s rights therein;
(b) to use such Confidential Information only for the purposes of the Contract; and
(c) to disclose such Confidential Information only to those of its employees and contractors pursuant to the Contract (if any) to whom and to the extent that such disclosure is reasonably necessary for the purposes of the Contract.
9.2
The provisions of Section 7.1 shall not apply to any information that the receiving Party can demonstrate by reasonable, written evidence:
(a) was, prior to its receipt by the receiving Party from the disclosing Party, in the possession of the receiving Party and at its free disposal; or
(b) is subsequently disclosed to the receiving Party without any obligation of confidence by a third party who has not derived it directly or indirectly from the disclosing Party; or
(c) is or becomes generally available to the public through no act or default of the receiving Party or its agents, employees or affiliates; or
(d) is independently developed by the receiving Party by individuals who have not had any direct or indirect access to the disclosing Party’s Confidential Information; or
(e) the receiving Party is required to disclose to the courts of any competent jurisdiction, or to any government regulatory agency, or financial authority, provided that the receiving Party shall: (i) inform the disclosing Party as soon as is reasonably practicable, and (ii) at the disclosing Party’s request seek to persuade the court, agency or authority to have the information treated in a confidential manner, where this is possible under the court, agency or authority’s procedures.
9.3
The receiving Party shall procure that all of its employees and contractors pursuant to the Contract (if any) who have access to any of the disclosing Party’s information to which Section 7.1 applies shall be made aware of and subject to these obligations and shall have entered into written undertakings of confidentiality at least as restrictive as Sections 7.1 and 7.2 which apply to the disclosing Party’s Confidential Information.
9.4
Save as otherwise set out in the Contract, the receiving Party shall immediately cease using Confidential Information obtained from the disclosing Party at the expiry or termination of the Contract, and unless specifically agreed on, return all material and copies in question to the disclosing Party without undue delay after the expiry or termination of the Contract or when the Confidential Information is no longer needed for the purposes of the Contract. Both Parties are entitled to retain confidential copies required by applicable laws and authority orders.
9.5
Nothing in this Section 7 shall be construed as limiting Supplier’s right to generate and utilize any Aggregate Usage Data in accordance with the Contract.
9.6
The provisions of this Section 7 shall survive expiration or termination of the Contract for a period of five (5) years, subject to any longer confidentiality obligation provided by applicable law.
10 INTELLECTUAL PROPERTY RIGHTS
Ownership of Intellectual Property Rights to the Services and Documentation
10.1
All Intellectual Property Rights in or related to the Services and the Documentation and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of Supplier and/or its subcontractors or licensors.
10.2
Except as expressly stated herein, the Contract does not grant User any Intellectual Property Rights in the Services or Documentation and all rights not expressly granted hereunder are reserved by Supplier and its subcontractors or licensors, as the case may be.
Feedback
10.3
If User, acting in its sole discretion, provides to Supplier any Feedback, User hereby grants to Supplier a perpetual, irrevocable, royalty free, non-exclusive, worldwide license to use, copy and modify the Feedback for the purposes of: (i) supporting User in connection with the Contract; and (ii) developing and improving the Services, which may incorporate the Feedback, including without limitation correction of errors and debugging the Services.
Infringement of Third Party IPR
10.4
Supplier will defend User against any claim that the Services or Documentation infringes the Intellectual Property Rights of a third party and pay any damages finally settled or awarded in a trial to the third party with respect to any such claim, provided that Supplier is notified promptly in writing of the claim and given sole control of the defense and all related settlement negotiations in relation to the claim as well as reasonable assistance and necessary authorizations from User to defend or settle the claims on behalf of User.
10.5
At any time, if Supplier reasonably deems that any part of the Services or Documentation infringes the Intellectual Property Rights of any third party, Supplier has the right at its own expense to (i) modify/replace the Services or Documentation to eliminate the infringement in such a manner that the modified Services or Documentation complies with the Contract; or (ii) procure to User a right to use the Services or Documentation. If none of the aforementioned alternatives are reasonably possible, Supplier shall have the right to terminate the Contract and Supplier shall refund to User the Service Fee paid by User for the then current Subscription Period less the part of the Service Fee corresponding the time User has been able to use the Services during such Subscription Period in accordance with the Contract.
10.6
Supplier shall, however, not be liable for any infringement or claim thereof in the event the claim (i) is made by a User; (ii) has resulted from User’s use, modification, or addition to the Services or Documentation; or (iii) could have been avoided by using the latest version of the Services or Documentation provided by Supplier.
10.7
Sections 8.4 – 8.7 contain Supplier’s entire liability and User’s sole and exclusive remedy in case of infringement of third-party Intellectual Property Rights.
11 LIMITED WARRANTY
11.1
Supplier warrants that the Services will be provided as set forth in Section 3.1. If the Services fails to perform as warranted hereunder, Supplier’s sole obligation and User’s exclusive remedy will be (i) to use commercially reasonable efforts to restore the non-conforming Services so that it conforms to the warranty; or (ii) if such restoration may not be, in Supplier’s opinion, available within a reasonable time or with reasonable efforts, to terminate the Contract and refund any prepaid Service Fees on a pro-rata basis for the remainder of the Subscription Period.
11.2
Except as specifically provided under the Contract, the Service is provided “as is” and with the functionalities available at each time without warranty of any kind, either express or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose.
12 LIMITATION OF LIABILITY
12.1
Neither Party shall be liable to the other Party for any indirect or consequential damages, including without limitation loss of profits or damage caused due to decrease or interruption in turnover, production or business.
12.2
Neither Party shall be liable for the destruction, loss, corruption or alteration of the other Party’s data or data files, nor for any damages or expenses incurred as a result, including expenses involved in the reconstruction of data files, save for the Parties’ responsibility to make backup copies of the data in accordance with Section 3.8. Supplier’s liability for any destruction, loss, corruption or alteration of User Data is limited to recovery of the latest backups in accordance with the Section 3.8.
12.3
Supplier’s total aggregate liability under or in connection with the Contract shall be limited to the aggregate Service Fees paid by User for the Services for the last twelve (12) months preceding the occurrence for which damages are claimed.
12.4
The limitations of liability in this Section 10 shall not apply in cases of intentional misconduct or gross neglicence, or breach of confidentiality obligations in Section 7.
13 FORCE MAJEURE
13.1
Each Party shall be released from liability to compensate loss or from the obligation to perform certain obligations pursuant to the Contract provided the loss or the omission is due to an event beyond the Party’s control (“Force Majeure Event”) and the event prevents, significantly obstructs, or delays the performance thereof. The same applies where the loss or the omission is due to omission or delay from a Party’s subcontractors caused by a Force Majeure Event.
13.2
Each Party shall without delay inform the other Party in writing of a Force Majeure Event. If the circumstances constituting a Force Majeure Event continue for more than three (3) months, either Party shall have the right to terminate the Contract by written notice to the other Party.
14 TERM AND TERMINATION
Term and Termination of the Contract
14.1
The Contract shall enter into force when User has finalised the registration and/or subscription to the Services and accepted the Contract as part of the registration and/or subscription procedure.
14.2
The Contract shall stay in effect until further notice, or, alternatively for each Subscription Period. After the first Subscription Period, the Contract shall be automatically renewed and continue for recurring Subscription Periods, unless a Party has provided the other Party with a written notice of termination at least thirty (30) days in advance before the end of the current Subscription Period. User shall continue to have access to the Services and Supplier is entitled to charge the Service Fee until the end of the notice period.
14.3
In addition to other termination rights agreed in the Contractt, each Party may terminate the Contract without liability to the other if: (i) the other Party commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within thirty (30) days of that Party being notified in writing of the breach; or (ii) the other Party is dissolved or liquidated, is declared bankrupt or otherwise becomes the subject to other insolvency proceedings.
Effects of Termination
14.4
On termination of the Contract for any reason, subject to Section 12.6 below, User shall immediately: (i) cease using the Services; and (ii) return or, if instructed by Supplier, destroy or delete all Documentation and other Confidential Information of Supplier. Except as otherwise set out in the Contract, User shall pay to Supplier all fees due at the time of termination and all fees paid by User to Supplier are non-refundable.
14.5
The provisions of the Contract which by their nature reasonably should survive the termination or expiration of the Contract shall survive any expiration or termination of the Contract.
Post-Termination Phase
14.6
After termination of the Contract, Supplier will delete any User Data from the Services within thirty (30) days following the termination date, or immediately, if User so instructs in writing to Supplier.
15 MISCELLANEOUS
Notices
15.1
Any notice to be given by either Party to the other Party under the Contract shall be provided in writing. If either Party is to change their respective contact details, the other Party shall be informed thereof in advance.
Subcontractors
15.2
Supplier is entitled to use subcontractors, including third party software and hosting suppliers, for the provision of the Services. Supplier shall be liable for its subcontractors’ work and services in the same manner as for its own work and services under the Contract.
Entire Contract
15.3
The Contract supersedes all prior agreements, arrangements, and understandings between the Parties relating to the subject matter hereof and constitutes the entire agreement between the Parties relating to the subject matter hereof.
Severability
15.4
If any part of the Contract is held to be invalid or unenforceable by any court, tribunal or other authority having jurisdiction, this shall not affect the validity or enforceability of the rest of the Contract. Instead, the Contract shall be construed and interpreted so that its effect shall remain as close as legally possible to the effect it would have had without such invalidity or unenforceability.
Amendments
15.5
Supplier is entitled to amend the Contract (including documents and terms referenced therein) with no less than thirty (30) days’ prior written notice to User before the effective date of the amendment. Such notice may be posted in the Services or provided otherwise in writing to User. If User does not accept the amended Contract, User has the right to terminate the Contract by notifying Supplier thereof in writing prior to the effective date of the amendment. In the absence of User’s notice of termination in accordance with the above, User shall be deemed to have accepted the amended Contract.
Assignment
15.6
Supplier shall be entitled to assign any of its rights or obligations under the Contract in whole or in part to an affiliate or business partner or successor or to a purchaser or acquirer of its business assets relating to the Service without User’s prior consent.
15.7
User shall not be entitled to assign any of its rights or obligations hereunder in whole or in part without the prior written consent of Supplier.
16 GOVERNING LAW AND DISPUTE RESOLUTION
16.1
The Contract shall be exclusively governed by and construed in accordance with the laws of Finland without regard to its choice of law provisions.
16.2
Provided the User is a consumer domiciled in the EU, please note that you cannot be deprived of the rights granted to you by the mandatory consumer protection laws of your country of domicile. Disputes, controversies or claims arising out of or relating to these Terms shall be finally resolved by the district court of Helsinki.
16.3
A consumer may always institute proceedings in the district court of his/her domicile. Parties may also use the ODR platform managed by the European Commission to settle their disputes. This platform can be found on http://ec.europa.eu/odr. As a Finnish consumer, the User may always refer a dispute to the Finnish Consumer Disputes Board (please see kuluttajariita.fi and kuluttajaneuvonta.fi for instructions).