Salesframe Terms of Service
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1 LEGAL VALIDITY
These Application Service Terms make up the agreement between you (“the Client”) and Salesframe Oy (“the Service Provider”) with respect to the supply of the following service (“Service”):
Salesframe – Sales Enablement Service
Please, read these terms through carefully. By selecting “I accept the terms of Service use”, You are deemed to accept these terms and to commit Yourself to observing them. When representing a legal entity, You should ensure Your due authorization to approve these terms before You select “I accept the terms of Service use”. Otherwise, we regard You as personally responsible for compliance with these Application Service Terms. With both Parties agreeing to comply with this agreement, this agreement shall be deemed to enter into force when the Service Provider has informed the Client of receipt and acceptance of the service order he has made.
2.1 The “Client” refers to natural person or legal entity, which is bound by these Application Service Terms either by their acceptance or representation.
2.2 The “Client’s Data” refers to information and data transferred or otherwise relinquished to / put to use for the Service Provider for Service purposes.
2.3 The “Client’s Personnel” refers to natural persons in client-related general or official employment. Unless otherwise agreed, the Client acquires the right to use the Service for his entire personnel.
2.4 The “Third Party Functioning on Behalf of the Client” refers to a natural person who does not belong to the Client’s staff, who uses the Service exclusively on behalf of the Client and for whom the Client has acquired the right to use the Service. The Client is responsible for the actions of this third person functioning on his behalf as if they were his own.
2.5 The “User” refers to a natural person who belongs to the Client’s Personnel or a Third Party Functioning on Behalf of the Client for whom the Client has acquired the right to use the Service.
2.6 The “Application Service Terms” refer to this document which, having been accepted by the Client, and the Service Provider having informed the Client of the approval of the service order made, makes up the agreement applied between the Parties on the supply of the Service.
2.7 “Additional Services” refers to separately agreed Service extensions. A separate appendix regarding Additional Services shall be prepared for this agreement.
2.8 “The Service” refers to the Salesframe software service supplied on the basis of these Application Service Terms, which the Service Provider places at the disposal of the Client via the data network. The Service is implemented as rental licensing.
2.9 The ”Service Provider” refers to Salesframe Oy, Business ID 2181980-8, street address Vironkatu 3D, FI-00170 Helsinki, Finland, as well as the Group companies respective to the same.
2.10 ”Salesframe” refers to the standard software proprietary to the Service Provider, which offers a group of functions for the management of mobile labour-related work tasks.
2.11 “Rental licensing” refers to a model of software utilization in which the Service Provider licenses the standard program or a third-party program to the Client, who has the right to gain benefit from this sort of software as an application service directly from the network server against remittance of a separate, recurring-payment application service fee. The Client does not thereby purchase the right to use the programs contained within the sphere of rental licensing: rather, the right to use is in effect against recurring payments remitted in advance for a determined period each time. The Service Provider may maintain the software that is the object of rental licensing on its network servers or remotely upload the software on the Client’s equipment, terminating its use at the end of the agreement or application requirement. Rental licensing is also known in English by the term “Software as a Service” (abbreviated “SaaS”).
2.12 The ”Party”(singular) refers either to the Client or the Service Provider. Conversely, the “Parties to the Contract” (plural) refers to the Client and the Service Provider together.
3 SERVICE DESCRIPTION
3.1 The Service Provider grants the Client the right to utilize the Service from the Service Provider's network server directly against remittance of a separate right-to-use fee based on recurring payments as well as against the remittance of other set fees in the Service Provider's service price list. The right to utilize the Service is granted in accordance with these application service terms.
3.2 The Client shall have the possibility to use the Service on a trial basis for a 14-day period from initialization of the Service, unless the Service Provider has informed otherwise on its Service website. The extent of this trial use is described on the Service Provider’s website. The Client may transfer at any time from trial use to the sphere of commercial use by informing the Service Provider of the same.
3.3 The Service Provider’s general service description and service standard shall be applied to the Service.
3.4 Service extensions (“Additional Services”) can be separately agreed on between the Parties.
4 RIGHT TO THE SERVICE
4.1 The Client’s Personnel as well as the Third Party Functioning on Behalf of the Client shall have the right to use the Service for the Client’s business operations during the period of agreement validity, in accordance with the Application Service Terms.
4.2 The right to use of the Service is granted to a limited number of Users. Additional Users are charged in accordance with the Service Provider’s general price list.
4.3 The Client shall not have the right to sell the Service on a retail basis or otherwise distribute it to third parties without the Service Provider’s written consent in advance.
5 CHANGES TO THE SERVICE
5.1 The Service Provider shall have the right to make modifications to the Service that have no essential impact on content or service standard without hearing the Client. In the event that the modifications to the use of the Service will have an essential impact, the Service Provider shall report them on the Service website at least 30 days prior to the inception of the modifications concerned. The Client shall have the right to terminate the agreement to end on the inception date of the essential modifications by notifying the Service Provider thereof no later than fourteen (14) days before the stated date. Termination of the agreement shall be performed in a verifiable manner.
5.2 The Client recognizes that the intention of the Service Provider is to actively develop the content of the Service on the basis of the feedback received and requirements for development noted by the Service Provider.
6 PRICES AND TERMS OF PAYMENT
6.1 The application service payments are based on the extent of the Service, the numbers of Users confirmed between the Parties to the Contract and the volume of the message traffic sent via the Service.
6.2 The application service fees and terms of payment are described in the Service Provider’s service price list.
6.3 The prices charged as recurring payment fees for the application service are specified as monthly payments.
6.4 Charging for recurring payments begins from the commercial initialization of the Service. The Service with respect to trial use is free-of-charge.
6.5 Terms of payment are fourteen (14) days net from date of invoice. Interest on overdue payments is determined in accordance with the Interest Act. The value-added tax valid at the time shall be added to prices as well as other possible charges specified by the authorities.
6.6 The Service Provider has the right to change his price list by notifying thereof to the Client in writing at least sixty (60) days prior to the inception date of the change(s). In the event that the Client does not accept the change(s), he shall have the right to terminate the agreement in accordance with section 15.1.
7 RESPONSIBILITIES OF THE PARTIES
7.1 The Client shall be responsible for
7.1.1 the acquisition of the equipment, data communication links and software required for the use of the Service as well as ensuring their operational capability;
7.1.2 the data communications costs connected with using the Service;
7.1.3 the compatibility of the Service with the Client’s equipment, links, software and operating systems as well as the suitability of the Service for the Client’s purpose of use;
7.1.4 ensuring that the Client’s Data does not violate third persons’ rights or the legislation in effect at the time.
7.2 The Service Provider shall be responsible for
7.2.1 generating the Service in accordance with the contract and the specifications agreed in writing;
7.2.2 the production environment of the Service;
7.2.3 supplying the Client with the general instructions and technical operational environment requirements for the Service;
7.2.4 reporting his contact persons, other necessary contact information with regard to use of the Service and changes to the same.
8 SUSPENDING THE SERVICE
8.1 The Service Provider has the right to suspend Service production for a reasonable period in the event that this is required
8.1.1 due to Service installation, modification or maintenance work;
8.1.2 due to Service installation, modification or maintenance work on the general data communications network;
8.1.3 if so required by the laws, statutes or regulations of the authorities.
8.2 The Service Provider shall endeavour to report suspension of the Service and its duration to the Client in advance. In addition, the Service Provider shall attempt to ensure that the detriment caused to the Client by the suspension circumstances shall remain as minimal as possible.
8.3 The Service Provider has the right without hearing the Client to prevent the latter’s access to the Service if the Service Provider has a reason to suspect that the Client is loading or using the Service in a manner that poses risk to the production of the Service for the Service Provider's other clients. The Service Provider shall inform the Client of the reasons for prevention of access to the Service without undue delay.
8.4 Under circumstances in which the Client violates terms of the agreement and does not correct his infractions without delay after receiving written notice of the same, the Service Provider shall have the right to suspend offering Services to the Client with immediate effect.
8.5 In the event that the Client’s remittance of payment has, despite a written reminder, been delayed for over fourteen (14) days from the due date, the Service Provider shall have the right to refrain from offering the Service without any liability towards the Client until the Client has remitted all outstanding payments.
9 INTELLECTUAL PROPERTY RIGHTS
9.1 All intellectual property rights to the Service, related materials and the above-mentioned modifications shall vest exclusively on the Service Provider or third party.
9.2 All intellectual property rights, including the right to ownership to the Client’s Data shall belong to the Client himself or to a third party. The Client grants the Service Provider the right to use the Client's data only for the purposes of this agreement.
9.3 To the extent that the Client offers feedback to the Service Provider and development ideas about the Service or Additional Services which possibly belong to the sphere of this agreement, all intellectual property rights to the feedback and development ideas shall be assigned to the Service Provider.
10 LIMITATIONS OF LIABILITY
10.1 The total liability of a Party towards the other Party based on this agreement for direct expenses and damages caused by a breach of agreement shall not exceed the value-added tax-free total value of the application service payments remitted from the two (2) months preceding the Client’s breach of agreement. .
10.2 Neither Party shall be liable for any indirect or consequential damage or cover purchases.
10.3 The limitations of liability shall not apply to damages caused by willful misconduct, gross negligence or breach of confidentiality obligations compliant with section 13 or intellectual property rights compliant with section 9.
11 BACKUP COPYING
11.1 The Service Provider shall be responsible for backup copying of the Client’s data at least once a day, with required professional skill and reasonable care and diligence. The Service Provider preserves backup copies in the manner he regards as appropriate for the purpose, unless otherwise agreed between the parties.
11.2 The Client shall be responsible for any damage caused to the Client’s data to the extent such damage is caused by using the Client's User ID and password. The Client shall also be liable for damages which result from the Client’s own actions by deleting data or damaging the same.
11.3 The Service Provider undertakes to return, on request, the Client’s data to the sphere of the Service from the most recent backup copy kept in its custody against the payment of an additional fee, in accordance with the price list.
11.4 The liability of the Service Provider for damaging or destroying the Client’s data shall be limited to the return of the Client’s data from the last backup copy to the sphere of the Service.
12 PERSONAL INFORMATION AND DATA SECURITY
12.1 The Client is responsible for the personal data included in the Client's data and all obligations connected with their processing as the register keeper intended by the Personal Data Act.
12.2 The Client affirms that he has the right to transfer his personal data to the Service for its purposes.
12.3 The Service Provider undertakes to observe the regulations of the Personal Data Act in production of the Service as well as other applicable national and international legislation.
12.4 The Client shall be responsible for the protection of its own information system and shall caution the users of the Service as a group with regard to their obligation to store their personal user IDs and passwords carefully and only within their own knowledge. The Service Provider can require regular revision of passwords used by the Client in order to ensure data security.
12.5 Responsibility for the use of the Service occurring by means of a User ID and password shall belong to the Client. The Client shall inform the Service Provider without delay regarding any suspicion with regard to the abuse of a User ID or password or a password ending up in the knowledge of a third person. Having received this information, the Service Provider shall obligate himself to prevent use of the Service with the user IDs and passwords reported in the notice.
13.1 Each Party shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential, and may not use such material or information for any purposes other than those set out in this agreement.
13.2 The Service Provider undertakes to ensure confidentiality of the Client’s data in his custody in accordance with the best practices in the industry as well as utilize the Client’s data only for the purposes of this agreement.
13.3 The obligation to observe confidentiality does not, however, concern data and information which a) is generally accessible or otherwise public or b) the Party has received from a third party without such obligation or c) was in the custody of the receiving Party without such oath of confidentiality prior to their receipt from the other Party, or d) the Party has independently developed without benefit from data or information received from the other Party.
13.4 The Party must immediately terminate the use of confidential data and information received from the other Party; and, unless separately agreed with regard to destruction of the data, return the data in his possession including all copies when the agreement ends or when the Party no longer needs the data or information concerned for the purposes of this agreement. Both Parties have the right, however, to retain the copies required by law or by the authorities’ orders.
13.5 The rights and obligations connected with section 13 herein remain in effect also after termination of the agreement.
14 GOVERNING LAW AND DISPUTE SETTLEMENT
14.1 This agreement shall be governed by the laws of Finland, excluding choice of law principles.
14.2 All disputes arising out of this agreement shall be primarily settled through negotiations between the Parties. Should the Parties not be able to settle the dispute through negotiations, the dispute shall be finally settled in arbitration in Helsinki by one arbitrator under the rules of the Board of Arbitration of the Central Chamber of Commerce of Finland..
15 VALIDITY OF THE AGREEMENT
15.1 This agreement shall remain effective for a limited period of 14 days for the date of entry into force as defined in section 1, or for another period of time as notified by the Service Provider corresponding to the permitted trial use period.
15.2 The agreement shall continue for the time being with the Client having reported acceptance of the Service for commercial use.
15.3 The agreement may be terminated by the Client with a period of notice of two (2) months and by the Service Provider with a period of notice of six (6) months. The period of notice is calculated from the beginning of the next calendar month from receipt of notice.
15.4 The Service Provider shall always have the right to terminate the agreement with immediate effect, in the event that the Client does not remit payment outstanding within thirty (30) days of a written reminder of payment due, nor has any acceptable collateral security been agreed between the Parties.
15.5 Upon ending of the agreement or with the Client requesting the same in writing, the Service Provider shall destroy the Client’s data and client-based information contained within the Service during the period of one (1) calendar month from agreement end, unless storage of the Client-based data has been agreed between the Parties.
16 OTHER TERMS
16.1 The Service Provider shall have the right to use subcontractors in producing the Service.
16.2 Neither Party shall be liable for delays nor damages that result from obstacles beyond his control (force majeure) which he cannot be reasonably expected to have taken into account at the time of signing the contract and whose consequences he also cannot be expected to have reasonably avoided or overcome. A labour strike, block, boycott and other industrial action is regarded as force majeure also when the Party is himself its object or is involved. The Party must report a case of force majeure without delay in writing to the other Party, also when no longer in effect.
16.3 Neither contracting party shall have the right to transfer this agreement even in part without the written approval of the other contracting party.
16.4 All modifications or additions to this agreement must be agreed in writing in order to be valid.