GENERAL TERMS OF AGREEMENT

APPLICATION

These general terms of agreement are a part of the agreement (“Agreement”) according to which CRM-service Oy (“Supplier”) or the reseller of CRM-service Oy (“Reseller”) delivers the CRM-service service (“Service”) to the customer (“Customer”).

The Customer agrees to use the Service in accordance with these general terms of agreement, the law and good practice.

The implementation, development, installation, training and other possible services provided by the Supplier and all the extra work requested by the Customer will be agreed on separately.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE SERVICE.

DEFINITIONS

  • Customer denotes the organization using the Service.
  • Service denotes a SaaS based CRM-service system, including all the default modules and components that are developed and delivered for the Customer by the Supplier. The use of the Service is based on an order or a separate contract.
  • Module denotes a part of the Service, such as for example Purchase Orders, Sales Orders, Accounts, Quotes etc.
  • User denotes a natural person that uses the service after agreeing to the terms of use of the service.
  • Administrator denotes a natural person named by the Customer which
    • has the administrator privileges on the Service. These include the permissions to create and delete system users, Modules and functions inside the Service
    • represents the Customer in matters concerning the Service.
  • Reseller acts as the reseller of the Service and is on a contractual relationship with the Customer and the Supplier.
  • Data Processing Agreement denotes an agreement between the Supplier and the Customer and it specifies more thoroughly than before – as the General Data Protection Regulation (applies from 25 May 2018) stipulates – who can access the data on the Customer’s Service.
  • Service fee denotes the Service and user fees that are agreed on the agreement and are billed monthly, excluding the separately chargeable activities (training etc.). The pricing of the Service is based on the services and activities used by the Customer and the price list that is valid at the moment.
  • Customer data denotes the data that the Customer has created or imported to the Service.
  • File denotes documents of any kind (images, spreadsheets, text files, etc.) that are uploaded to the Service by the Client, and are usually associated with a particular Deal, Person or Organization.

RIGHTS AND RESPONSIBILITIES OF THE SUPPLIER

The Supplier is responsible for that the Service is delivered in accordance with the Agreement and with the expertise required to supply the Service. The Supplier has the right to produce the Service the way they see fit and change the content of the Service. The Supplier has also a right to use subcontractors and Resellers to deliver the service.

The Supplier has a right to change the content of the Service without informing in advance if this is necessary for example due to information security reasons, a change in legislation, etc. Should this happen, the Customers will be informed about the changes as soon as possible afterwards. The notification obligation does not apply to changes in technology, like the system updates.

In the situations described above, the Supplier is not obliged to make up for the possible harm caused to the Customer by the temporary interruption or changes in Service.

The Supplier has a right to prevent the Customer’s username’s access to the Service without consulting with the customer, if the Supplier justifiably suspects that the username is used to impede the system or it is used in violation of the Agreement or in a way that jeopardizes the delivery of the Service.

RIGHTS AND RESPONSIBILITIES OF THE CUSTOMER

The Customer has a right to use the Service in accordance with these general terms of agreement, the law and good practice. The Customer answers for that the work and actions on the Customer’s responsibility are carried out carefully and in accordance with the Agreement.

The Customer is, in accordance with the Agreement, responsible for every User that uses the Service and Users before using the service agreed on the terms of use of the Service and comply with them. The Customer is responsible for the permissions, responsibilities and restrictions concerning the use and maintenance of the usernames and passwords created with the user management tools. In some Service environments, the Customer’s Administrator’s rights to create and delete users might be restricted.

The Customer must provide the Supplier with the right and sufficient information to enable supplying and charging for the Service (address, factors concerning the pricing, etc.) and without delay notify the Supplier of any changes in the information. The Customer answers for the information and instructions given to the Supplier.

The Customer must prevent any unauthorized access and use to the Service. The Customer is responsible for the acquisition and performance of the devices, connections and software needed for the use of the Service, and that they do not cause any harm, interference or damage to the Supplier or other Service users. The Customer is responsible for the costs concerning the telecommunications etc. needed for the use of the Service. The Customer is responsible for making sure that the Customer’s devices, connections, software and information systems meet the system requirements of the Service delivered by the Supplier. The Customer answers for the security of their own information system and communication network.

The Customer has the role of the data controller mentioned in the Finnish Personal Data Act regarding the personal data processed in the Service. The Customer is responsible for the data saved in the Service and that the data does not violate the rights of any third parties, the legislation or the General Data Protection Regulation.

The data in the Customer’s Service is always owned by the Customer and therefore the Customer is responsible for all the data in the system, the use of the data for different purposes, data sharing, the user permissions for the data and that all the practices comply with the General Data Protection Regulation and the local legislation. The Customer has the role of data controller mentioned in the GDPR concerning all the data in the Customer’s Service.

It is important that the customer is aware that they also answer for all the actions done by third parties, as well as their own, in the customer’s Service. The third parties may for example consist of external users outside the organization or of parties that can access the Service through integration interfaces.

The Customer must keep on track of the retention of the various kinds of data and erase the outdated data. It is the responsibility of the Customer to erase all such personal data that the data controller has no legal obligation to document.

The Customer should also keep in mind that shared user accounts are not allowed. Each user must be identified as a person.

The Customer must comply with the General Data Protection Regulation and, among other things, pay attention to the following issues on the GDPR: role as the data controller, accountability, the Data Protection Regulation and the appointment of a Data Protection Officer, the person’s right to be forgotten, the transfer of personal data, the penalties.

INTELLECTUAL PROPERTY RIGHTS

The copyright and other intellectual property rights concerning the Service and its outcomes and products are owned solely by the Supplier and/or a third party, including but not limited to the source codes, manuals, training materials and all the other materials concerning the Service.

However, the Customer has a right to utilize the Service and its outcomes in their own practices.

It is the Supplier’s responsibility to make sure that the Service does not violate any valid intellectual property rights of third parties. The Supplier is not responsible for the violations of the intellectual property rights of third parties that arise from a usage of the Service for something it is not designed for or that the Service is used in violation of the Agreement or the current legislation.

The Supplier is also not responsible for demands that are due to

  • a change in the Service made by the Customer or by following the Customer’s own instructions
  • using the Service together with a product or a Service not delivered by the Supplier.

The Customer is obliged to notify the Supplier without delay if a third party claims that the Service violates their intellectual property rights.

Should the Supplier see that the Service, or any part of it, violates the intellectual property rights of a third party, the Supplier has at their own expense a right to

  • acquire a right for the Customer to continue the use of the Service,
  • switch the Service or a part of it or
  • change the Service in a way that the intellectual property rights are no longer violated.

If any of the options above is not possible for the Supplier to carry out on reasonable terms, the Customer must discontinue the use of the Service or a part of it at the request of the Supplier.

BACKUPS

The Supplier takes care of adequate backups. All the data is backed up once every 24 hours to another data center. Every backup is stored for 30 days.

CONFIDENTIALITY

The Supplier and the Customer agree not to share the confidential information of the other with third parties without the other party’s written permission.

Both of the parties must ensure that all their employees and representatives comply with the confidentiality obligation described above.

The Supplier can share confidential information inside the same concern, with the Customer’s Reseller or with another company in the same corporate group to deliver the Service in accordance with the Agreement.

THE PRICE AND BILLING OF THE SERVICE

The price of the Service is based on the current price list of the Supplier, unless otherwise agreed in Service delivery agreement. The Supplier has a right to change the pricing and payment basis of the Service.

The Supplier has a right to change the price list by notifying about it at least three (3) months before the changes will apply. The Customer’s Administrators will be informed about a price increase by e-mail or by letter.

The Supplier has a right at their own discretion to require a reasonable advance payment or collateral from the Customer.

The value-added tax will be included in the prices in accordance with the current regulations. If the amount of the taxes or the taxation principles are altered due to a change in legislation or taxation practice, the prices will change accordingly.

The price of the Service does not include the travelling expenses caused by supplying, implementing, etc. the Service nor the other costs caused by travelling, like the accommodation costs, car use reimbursement and per diem allowances, so the Customer must reimburse the Supplier for these costs separately. The maximum amount of the reimbursements are based on the current decision of the Finnish Tax Administration about reimbursing the travel expenses exempt from taxation. The pricing of the travelling time is agreed on separately.

The change in pricing does not apply to the charges of the billing periods started before the date the change enters into force. The increase in expenses caused by the legislation, regulations or actions by the authorities will raise the prices immediately after the date of entry into force.

The Supplier or the Reseller acting as the distributor of the Service will charge the Customer for the Service. The billing period is one calendar month or a quarter, depending on the Agreement.

The price of the Service consists of the basic fee, user fees and the fees of possible additional services. The user fees are always based on the highest number of Users on the Customer’s Service during the billed month, regardless of whether the Users are active or passive.

The payments made in accordance with an invoice. The payment term is net 14 days and the remarks about the invoice must be presented within 8 days after receipt.

The Service can be shut down if an invoice of the Customer has been overdue for over three months and there hasn’t been a full coverage of the fees and their penalty interest. The closed service will be opened again, when the overdue payment including the penalty interest and the reopening fee of the Service informed in the price list have been paid successfully.

The penalty interest is in accordance with the Finnish Interest Act 4 A §. In a case of a late payment the Customer is obliged to pay also the reminder fees informed in the price list. If there is a dispute about the invoice, the undisputed part of the invoice must be paid by the due date.

VALIDITY AND TERMINATION OF THE AGREEMENT

Unless otherwise agreed on in writing, the Agreement will enter into force when the Customer starts the use of the Service or the Service environment has been opened upon the request of the Customer.

The Agreement is valid until further notice. Unless otherwise agreed on in writing, the Customer and the Supplier both have the right to terminate the Agreement in writing with a withdrawal period of three months. The withdrawal period starts at the last day of the month the termination notice was given. The Service will be billed until the end of the withdrawal period.

The Supplier has a right to terminate the Agreement immediately without a withdrawal period, if the Customer has overdue invoices for the Service from three different calendar months. The Customer has a right to obtain the data in the Service by paying the overdue payments, the reopening fee of the service informed in the price list and a charge for copying the data.

The Supplier can shut down the Service or terminate the Agreement immediately if the Customer is placed in bankruptcy or becomes permanently insolvent.

The Supplier has a right to terminate the Agreement or suspend the Service, if the service is used in violation of the Agreement, the terms of use of the Service or the legislation, or it is used in a way that causes damage to the Service, the Supplier, a contract partner of the Supplier, the Customer, a third party or an outsider.

Regardless of the way the Service is ended, the data of the Customer are stored in the Service for the time period determined for the backups. The data will be deleted earlier if the Customer demands for it in written. The Supplier grants access to the Customer’s data for a reopening fee of the Service and charges for the use of the service in accordance with the price list.

INDEMNITY AND LIABILITY LIMITATION

The Supplier is not responsible for any indirect damage or substitute transactions. The Supplier does not answer in any way for telecommunication interruptions caused by network errors of the teleoperators.

The total maximum aggregate liability of the Supplier in any circumstances equals up to three month’s worth of the tax-free service fees of the Service.

This liability limitation is valid regardless of the amount or cause of the immediate harm caused to the Customer.

FORCE MAJEURE

If the fulfilment of contractual obligations of the Supplier is impossible or unreasonably difficult due to an unpredictable reason beyond the control of the Supplier, the Supplier is entitled to extend the delivery time without liability for damages, penalties, lowering or removing charges or any other sanctions.

If the delivery of the Service is impossible or unreasonably difficult in a considerable extent for over one (1) month, the Supplier has a right to terminate the Agreement with immediate effect, without liability for damages to the Customer.

APPLICABLE LAW AND DISPUTES

The Agreement is governed by the Finnish law.

The disputes arising from the Agreement are resolved in District Court of Helsinki.

REFERENCE USE

The Supplier and the Reseller have a right to use the name and logo of the Customer in references.

DEMANDS

All the demands for the Supplier based on the Agreement must be presented in writing no later than after three (3) months the reason for the demand has been detected.

NOTIFICATIONS

General notifications and information are published in the Service, on the login page or on the www.crm-service.fi webpage and this information is deemed to have been received when it has been published this way.

General notifications include for example announcements of new functionalities and of planned maintenance or service breaks.

The notifications about the changes in the Terms of Agreement are given in a way described in the section CHANGING THE AGREEMENT. The Supplier has a right to send information notes or newsletters about the Service to the User, including e.g. information notes about the new functionalities in the Service.

INDEPENDENCE OF THE AGREEMENT’S SECTIONS

If some separate section on this Agreement is deemed illegal, invalid or not open to challenge or it will become illegal, invalid or not open to challenge in the future, this section does not affect the validity of the other sections of the Agreement, and therefore they will stay valid.

CHANGING THE AGREEMENT

The Supplier has a right to change these terms of agreement unilaterally.

The Supplier will notify about the changes in terms of agreement by publishing the updated terms on the www.crm-service.fi webpage, in the Service or on the login page of the Service if the change is due to a change in legislation or a decision of an authority, or due to an initiative of the Supplier and if the change does not essentially increase the contractual responsibilities of the Customer or decrease their rights.

The change will apply after the notification on the www.crm-service.fi webpage or in the Service.

If the change is not due to a change in legislation or a decision of an authority and it is done on the initiative of the Supplier and the change essentially increases the contractual responsibilities of the Customer or decreases their rights, the Supplier will notify the Customer about the change in advance in the Service or by mail. The change will apply from date informed in the notification, however not sooner than one (1) month after the notification has been sent to the Customer.

The Agreement will stay valid with the changed content unless the Customer informs the Supplier within one (1) month from the sending of the notification that they do not agree with the change. If the Customer does not agree with the change, both parties have a right to terminate the Agreement. The Customer is deemed to agree with the change in Agreement when they have received the notification about the change and continue the use of the Service after the changes enter into force.

These terms of agreement and use are available on www.crm-service.fi, and they always include a last modified date.

 

Last update: 10.5.2017

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