GENERAL TERMS AND CONDITIONS FOR WORKSEED SERVICE
1. General
These terms and conditions (hereinafter ”Terms”) apply to the Workseed software service (hereinafter “Service”) developed, maintained and provided by the Service Provider. The Service Provider grants Clients the right to use the Service on a SaaS (Software as a Service) basis.
The Terms in force from time to time and the service agreement relating to the Workseed service entered into by the Service Provider and Client (hereinafter “Service Agreement”) together form the mutual understanding and agreement of the Client and Service Provider relating to the Workseed service. The Terms and Service Agreement shall be applied simultaneously. In the event there is a conflict between the Terms and the Service Agreement, the terms of the Service Agreement shall prevail.
2. Entry into Force and Term, Amendment of Terms
The Service Provider and Client shall sign the Service Agreement in writing or electronically. The Service Agreement will be deemed to be concluded once both Parties have signed the Service Agreement.
The entry into force and term of the Service are defined in the Service Agreement. Unless otherwise defined in the Service Agreement, the duration of the first subscription period of the Service shall be twelve (12) months from the entry into force of the Service Agreement. Following subscription periods shall each have a duration of twelve (12) months. A subscription shall be automatically renewed for the next subscription period in the event the Client does not terminate the Service Agreement at the latest ninety (90) days before the ending of the ongoing subscription period.
The Service Provider shall have the unilateral right to amend the Terms in such a way that the amended Terms shall enter into force at the beginning of the next subscription period. In the event the Client does not accept the amendments to the term, the Client shall, in addition to the aforementioned right of termination, have the right to terminate within two weeks of being notified the amended Terms the Service Agreement to end at the end of the present subscription period. Otherwise the Client shall be deemed to have accepted the amended Terms.
3. Description of Service and Pricing
The Service is provided by the Service Provider to the Client on an ”as is” basis, with those features included in the Service at the time when the Service Agreement entered into force.
Any Expert Services provided by the Service Provider, such as software customisation, training and other consultative services are not included in the scope of the Service. A separate fee shall be charged for them in accordance with the Service Provider’s price list in force from time to time.
The prices for the Service are determined in accordance with the Service Provider’s price list in force from time to time. The Client undertakes to rent the Service for the amount of user accounts specified in the Service Agreement for the duration of the Service Agreement. The Client has no unilateral right to reduce the number of rented user accounts during the term of the Service Agreement.
4. Service Availability, Support and Maintenance
The Service Provider endeavours to keep the availability of the Service at a high level except for temporary interruptions of service for example due to maintenance, development or upkeep of the Service, or investigating or preventing defects. The Service Provider shall not be liable for compensating any interruptions in service. The Service Provider endeavours to minimise any disruption
caused by interruptions of service and shall if possible notify the Client of any planned interruptions to service at the latest two weeks before the occurrence of such a planned interruption.
The Service Provider does not warrant that the Service will be always available or usable, particularly in circumstances where the Client does not have a sufficiently fast and reliable internet connection.
The Service Provider shall provider customer support for the Service by email and phone with a response period of two (2) hours on non-holiday weekdays between 8 AM and 4 PM. After receiving a Client support request, the Service Provider shall immediately commence necessary actions in order to investigate the matter.
5. Right to Terminate, Ending of Agreement
The Service Provider has the right to unilaterally terminate the Service Agreement without a notice period by a written notification, in the event
• the Client fails to comply with a contractual obligation under the Service Agreement or Terms after being notified of such non-compliance;
• the Client or a Client’s user uses the Service in breach of the Service Agreement or clauses 6 or 10 of the Terms or otherwise abuses the Service for example by disrupting the availability or usability of the Service or another client’s use of the Service or
• the Client fails to pay a sum payable relating to the Service after it has become due and fails to pay the due sum within thirty (30) days of being notified of the late payment by the Service Provider.
The Client’s right to use the Service shall terminate immediately upon the termination or expiry of the Service Agreement. No payments paid by the Client for the Service to the Service Provider shall be returned due to the termination or expiry of the Service Agreement.
Upon the termination or expiry of the Service Agreement, the Service Provider shall within two (2) weeks of such termination or expiry remove the Client’s material from the Service. However, the Service Provider shall provide a database of the Client’s material to the Client upon being requested to do so in a format agreed upon by the Parties. Any costs incurred due to such a transfer of material shall be paid by the Client in accordance with a separate price list for expert services.
6. Right to Use Service
During the term of the Service Agreement, the Client shall have the non-exclusive, non-assignable right to use the Service for internal use.
The Client shall have the right to provide access to a user account to a third party in the event the third party is in a contractual relationship with the Client. Any resale or renting to third parties of user accounts is prohibited without the prior written consent of the Service Provider.
User accounts are personal. The sharing of one user account by several persons is prohibited.
The Service Provider shall have the right to audit the amount of Client’s user accounts in order to verify the accuracy of the subscription model and price at which the Service is provided to the Client.
7. Personal Data and Backup Copies
The Service Provider shall ensure that sufficient guarantees are in place to implement appropriate technical and organisational measures in such a manner that processing will meet the requirements of the EU General Data Protection Regulation (GDPR) and ensure the protection of the rights of Client’s
users.
The personal data entered into the Service is the personal data of Client’s users. The Client is the data controller and the Service Provider is the data processor within the meaning of the GDPR for such personal data. The Service Provider shall only process the personal data of Client’s users on behalf of the Client in accordance with a separate agreement on data processing in force from time to time, provided as Annex 1 hereto. The Service Provider shall on behalf of the Client notify users of the Service whose personal data is processed in the Service of the processing of their personal data, the legal basis for such processing, the rights of users with regards to their personal data, as well as other information required by the GDPR. The Service is provided by the Service Provider as a cloud service hosted by a reliable third party in such a way that the Client’s material shall be kept within the EU, and the Client expressly agrees to the use of such a cloud service subcontractor. As of the signing of the Service Agreement, the cloud service referred to hereunder is Microsoft Azure.
The Service Provider shall ensure that the Client’s material is backed up on a daily basis. The Service Provider shall be liable for any costs incurred due to the need to restore the Client’s material from a backup copy due to defects in the server environment.
8. Intellectual Property Rights
Ownership of and all intellectual property rights in the Service and in any material provided by the Service Provider to the Client such as product documentation belong to the Service Provider, including the rights in the WORKSEED trademark. No IPR license is granted to the Client for the WORKSEED trademark, the Service, or any software or source code relating to the Service.
Ownership of and intellectual property rights in content uploaded by the Client or Client’s users into the Service belong, as the case may be, to the Client or the Client’s users. The Client or the Client’s users can use the Service to share content on the terms of a Creative Commons license. Content shared in such a manner is provided to other users in accordance with Creative Commons license terms. The Service Provider is not responsible for the lawfulness or non-infringement of any Client’s or Client’s users’ material, and if for example a Client’s user marks material protected by third party intellectual property rights to be shared with a Creative Commons license, the Client and not the Service Provider shall be responsible for any damage incurred thereby.
9. Provision of Service
The Service Provider shall have the right to provide the Service as specified in the Service Agreement in the manner deemed suitable by the Service Provider. The Service Provider shall have the unilateral right to make technical or usability changes to the Service.
The Service Provider shall have the unilateral right to cease providing some feature of the Service in the event it has a justified reason to do so. In such an event, the Service Provider shall notify the Client of the change at the latest six (6) months before the change is carried out.
10. Client’s Obligations
The Client shall be responsible for all material entered into the Service. The Client shall be responsible for the material not infringing the copyright or other intellectual property rights of third parties, personal data legislation, good business practice, or applicable legislation or authority orders. In the event content that is in breach of this section is uploaded into the Service, the Service Provider shall have the right to remove such offensive or illegal content or to temporarily suspend the Service for the Client.
The Client uses the Service at its own risk. The Client’s Service users are responsible for ensuring that their user accounts are not disclosed to third parties.
The Client undertakes to ensure that the Client’s users use the Service in accordance with the Service Agreement and Terms. The Client shall be liable for any unlawful use, sharing, copying or disclosure of the Service in part or in full by the Client’s users and shall compensate the Service Provider for any damage incurred thereby.
11. Remedying of Defects
The Service shall be deemed to have a defect only in the event the use of the Service in part or in full is materially negatively affected and the alleged defect was not detected during test use, and the Client has notified the Service Provider of the alleged defect without delay and at the latest within two (2) weeks of detecting the alleged defect.
The Service Provider endeavours to repair any defects which prevent use of the Service as soon as possible. The Client undertakes to verify whether the Service works as expected after the Service Provider has attempted to repair the defect.
The Client’s sole remedy and the Service Provider’s entire liability for defects shall be limited to repairing the Service as provided hereunder. If a disruption or lack of function notified by the User is not a defect as defined hereunder, the Service Provider shall have the right to charge the Client for the costs incurred for investigating and correcting the disruption or lack of function in accordance with a separate price list for expert services.
12. Limitation of Liability
The Service Provider shall not be liable for indirect, consequential or punitive damages. The Service Provider shall not be held responsible for the destruction, loss, or alteration of any Client data or files, or any damage or expenses incurred thereby.
The maximum aggregate liability of the Service Provider for damage relating to or incurred under the Service Agreement during a given subscription period shall be a sum corresponding to three (3) months’ service fees for the Service.
These limitations of liability shall not apply to damage incurred on the basis of intentional or grossly negligent actions.
Any claims made against the Service Provider hereunder must be made at the latest one (1) month after the damage was incurred.
13. Assigning the Agreement
A Party shall have the right to assign its rights and obligations under the Service Agreement to a third party by notifying the other Party in writing of the same.
14. Payment Terms for the Service
The fees for the Service shall be payable in advance in six (6) month instalments. Any user accounts added during such a six months period shall be invoiced in connection with the next payment date.
Fees for expert services shall be invoiced on a monthly basis or as otherwise agreed.
Payment term shall be 14 days from the date the invoice was received.
Any challenges of an invoice by the Client must be made at the latest seven (7) days after the invoice was received by the Client.
Late fees shall be charged for payments in accordance with the Finnish Interest Rates Act.
15. Other Terms
The Service Provider shall have the right to use the Client’s name and logo as a public reference. Advance approval shall be sought from the Client for the publication of any such material.
16. Governing Law and Disputes
The Service Agreement and Terms shall be governed by Finnish law except for its provisions on the conflict of laws.
Any dispute, controversy or claim arising out of or relating to this contract, 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 and the place of arbitration shall be Lappeenranta. The Parties undertake to keep any information or material relating to the arbitration confidential, including the existence of such arbitration, written and oral evidence, statements and other material including the arbitral award, except as required in order to enforce the arbitral award.