General terms and conditions

1. General

These General Terms and Conditions (the “Terms”) govern the use and the provision of Service by Sales Led Oy (the “Company”) to the customer (the “Customer”). By accepting these General Terms and Conditions as part of an offer for or order of the Service or using the Service, the Customer accepts these Terms and agrees to abide by them.

The Company may revise these Terms from time to time and the most current version will always be posted on the Company’s website and apply to the Customer’s use of the Service. By continuing to access or use the Service after revisions become effective, the Customer agrees to be bound by the revised Terms. In case the change of the Terms is material, the Company may inform the Customer of the changes in a way it deems best.

2. Definitions

The following capitalized terms shall have the meaning set out below:

Agreement” means the Order and any appendices attached thereto as well as any documents or terms referenced in the Order (including without limitation these Terms).

“Customer Information” means all data and materials that the Customer generates in or submits to the Company or the Service (including business information, presentations and documentation) that may concern the Customer or a third party, save for General Usage Data.

“General Usage Data” means general and anonymous usage, statistical and aggregate data pertaining to the Customer’s or its users’ use of the Service (including anonymous analysis of Customer Materials).

Intellectual Property Rights” means copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights. 

“Fees” mean the license and service fees payable for the provision of the Service to the Customer as further agreed in the Agreement.

“Order” means a written (including electronic form) order or offer regarding Customer’s purchase of a right to use the Service as executed between the Customer and the Company, including orders made per email and including offers for the Service by the Company, accepted by the Customer by signature or otherwise (e.g. per email or by placing an order with the Company).

“Party” means the Customer or the Company (jointly the “Parties”).

Service” the current and any further developments, updates, and versions of the service.

“Subscription Period” means the term during which the Customer is entitled to use and has access to the Service in accordance with the Agreement.

3. Provision of the service

Subject to the terms and conditions of the Agreement and the due payment of any applicable fees, the Company hereby grants to the Customer and the Customer hereby accepts a limited, non-exclusive, nontransferable, and non-sublicensable right for the Customer to use the Service in the Customer’s and its group companies’ internal business purposes during the Subscription Period as set out in the Order. Any further use purposes may be separately agreed in the Agreement or Order. 

The Customer agrees to comply with the volume licenses and amount of user rights agreed in the Agreement. The Company may monitor the Customer’s compliance. If the Customer has underpaid Fees or that the Customer has used the Service in excess of the licenses or user rights amounts purchased by the Customer, the Customer shall compensate such underpayment and/or excess usage based on the then-current price list of the Company.

The Customer understands that the Service may be inaccessible, unavailable or inoperable for any reason including maintenance. The Company shall at all times have the right to temporarily suspend the provision of the Service. The Customer acknowledges that interruptions to the availability of the Service may also occur, for example, in the event of data connection or network disruptions or in case of interruptions in third-party services. The Company shall in no event be liable for such interruptions.

The Company may at its sole discretion at any time modify, update and implement new versions of the Service or a part thereof. Subject to the termination periods agreed herein, the Company may also, at its sole discretion at any time cease to provide the Service.

3.1 Usage restrictions

 The Customer is not permitted and not entitled to permit others to do any of the following: (a) copy, modify, distribute, rent, sub-license, sell, lease the Service or otherwise make them available to or grant access to third parties without the prior written consent of the Company; (b) circumvent or try to circumvent any usage control or anti-copy functionalities of the Service; (c) reverse engineer or decompile the Service or access the source code thereof, except as permitted by law, provided, however, that this limitation shall only apply to those parts of Service and the source code thereof that are proprietary to the Company and does not limit the application of permissive terms and conditions pertaining to any third party components used in the Service; (d) use the Service in violation of applicable law and/or export restrictions in force in any jurisdiction that may be applied to the provision of the Service; (e) use the Service in ways that violate Intellectual Property Rights, business secrets, or privacy rights of third parties; (f) use the Service for the purposes of reselling the Service to third parties except as expressly consented by the Company prior commencing such activity; (g) remove any product identification, copyright, trademark or other notice from the Service; and (h) upload or transfer viruses, worms, trojan horses, or any malicious code to the Service.

The Company shall have the right to deny the Customer’s use of the Service without any prior notice to the Customer if the Company suspects that the Customer uses the Service in violation of the terms of the Agreement.

3.2 Customer’s General Obligations

The person accepting the Agreement represents that it has the authority to bind the Customer to the Agreement. The Customer shall ensure that all details provided regarding the Customer’s contact information and billing information where applicable, are correct and undertakes to update such information as soon as possible in case such information has changed.

The Customer shall acquire and maintain the equipment, connections, and software required for using the Service on its own account. The Customer must protect its Customer Information and take care of back-up copies. The Company cannot be held responsible for any expenses resulting from loss or corruption of the Customer Information or return or storage of the Customer Information.

The Customer shall ensure the confidentiality of the user ID(s) and password(s) required for using the Service and avoid disclosure thereof to third persons. The Customer is fully responsible for any activities performed using ID(s). The Customer shall immediately notify the Company of any unauthorized use of user ID(s) or of other breaches of security.

The Customer agrees that it shall indemnify and hold the Company harmless from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable legal fees and expenses) associated with any claim or action brought against the Company that may arise from the Customer’s use of the Service in breach of the Agreement, including claims that the Customer Information infringe the Intellectual Property Rights of third parties or violates the privacy rights of any individual under applicable laws.

4. Fees and Payment terms 

4.1 Fees

For the use of the Service, the Customer shall pay the Fees as set out in the Agreement. All prices are exclusive of VAT and any other applicable taxes or fees/payment charges imposed by public authorities or financial institutions from time to time. Such taxes and fees shall be added to the prices and be borne by the Customer.

The Company shall be entitled to adjust the Fees with a thirty (30) day prior written notice to the Customer.

All payments made in accordance with the Agreement are non-refundable. For clarity, in the event of early termination, the Customer shall not be entitled to a refund of any prepaid fees.

4.2 Payment term

The payment term is 10 days net from the date of the invoice. The payment term is ten (10) days net from the date of the invoice and shall be paid to the bank account indicated in the invoice. The payment shall not be subject to set off, deductions or counterclaims by Customer. Supplier shall also have the right to charge an interest rate in accordance with the Finnish Interest Act on any overdue payments.

Without prejudice to its other rights, the Company may temporarily disable the Customer’s access to or cease providing the Service in the event the Customer has overdue payments in excess of 10 days.

5. Intellectual property Rights

5.1 Customer Information 

The Intellectual Property Rights and the title to Customer Information shall belong to the Customer. The Company may use, copy, store, and modify Customer Information during the term of the Agreement for the purpose of providing the Service to the Customer in accordance with the Agreement. The Company agrees to treat Customer Information as confidential information in accordance with Section 7 below.

The Customer shall be responsible for the Customer Information and shall be liable for ensuring that Customer Information does not infringe any third-party rights or violate applicable legislation, and that the Customer possesses such necessary licenses and permissions from third parties as may be required to use the Customer Information as set out herein. 

Upon termination of the Agreement, the Customer shall primarily use the features of Service in transferring Customer Information to the Customer. After termination of the Agreement, the Company will cease processing the Customer Information in the Service.

5.2 Company’s property

The software and other technology used to provide the Service and any amendments thereto are or may be protected by copyright, trademark, and other Intellectual Property Laws of respective jurisdictions and belong to us and remain our property or a third party.

In addition to the right to use the Service in accordance with the Agreement, the Agreement does not grant the Customer any right, title, or interest in the Service or related software or technology, or the content in the Service or related Intellectual Property Rights. The Company has the right to use any feedback (including all suggestions, comments, feedback, ideas, source code, and/or know-how) the Customer sends or supplies to the Company in any form. 

The Company shall have the right to generate and obtain General Usage Data from the Customer’s and its users’ use of the Service for the purposes of e.g. developing and improving the Service. The Intellectual Property Rights and title to General _age Data shall belong to the Company. For clarity, General Usage Data shall not in any event be used in a manner that identifies the Customer or any natural person or any Customer Information. Any processing of personal data by the Company on behalf of the Customer shall be subject to a separate data processing agreement between the Parties.

6. Limitation of liability 

The Customer shall use the Service at its own risk. The Service is produced in a competent and professional manner and provided AS IS. The Company does not provide any representations or warranties, whether express or implied, or statutory, including but not limited to any implied warranties of fitness for purpose, non-infringement or satisfactory quality related to the Service or its results. 

To the fullest extent permissible pursuant to applicable law, the Company shall not be liable to the Customer for any direct, indirect, incidental, special or consequential damages, lost revenue, lost profits, or interruption for business arising out of Customer’s access, use or inability to use the Service, or any errors or omissions in it, even if the Company has been advised of the possibility of such damages. In no event shall the total aggregate liability of the Company and any of its affiliates howsoever rising under or in connection with the Agreement exceed fifty percent (50%) of the fees paid by the Customer to the Company during the 6-month period preceding the claim for damages.

No limitation of liability shall apply to shall not apply in cases of intentional misconduct or gross negligence. 

7. Confidentiality

The Parties, their employees or affiliates may not use or disclose the other party’s confidential information to third parties otherwise than in accordance with these Terms. The Parties must handle confidential information of the other party with at least the same degree of care as applied by the parties upon handling of their own confidential information, provided, however, that the confidential information is always handled with at least reasonable care.

The confidentiality obligations shall, however, not be applied to material or information, (a) which is generally available or otherwise public; or (b) which the Party has received from a third party without any obligation of confidentiality as verified by the written records of such Party; or (c) which a Party has independently developed without using material or information received from the other Party as verified by the written records of such Party; (d) which a Party is obligated to disclose due to applicable mandatory laws, public authority regulations or court orders. In case of disclosure due to (d), the Party much promptly inform the other Party of such disclosure.

The rights and responsibilities under this Section 7 shall survive the expiry or termination of the Agreement for a period of 2 years after the expiry or termination of the Agreement.

8. Data processing Agreement

For the Company to provide the Service to the Customer, the Company must process personal data disclosed by the Customer to the Company. The Company processes such personal data on behalf of the Customer and therefore the Company is the processor, and the Customer is the controller of such personal data under the General Data Protection Regulation of the EU (679/2016) (hereinafter “GDPR”).

This Section 8 contains the data processing agreement (DPA) between the Parties in accordance with Art. 28 of the GDPR as follows (the definitions used in this Section 8 shall have the same meaning as in the GDPR).

8.1 Scope

The Parties hereby agree that the scope of the personal data processing shall be the entering and storing personal data into database for providing the service as described in the Agreement. 

8.2 Purpose and duration

Personal data is processed as part of the provision of the Service, and it is processed until expiration of termination of the Agreement between the Parties.

8.3 Categories of personal data and data subjects 

The processed personal data included the contact information of the Customer and other information necessary for the provision of the Service, Categories of data subjects consist of the Customer’s employees and external persons an Customer’s end-customer details.

8.4 Obligations and rights of the Customer

The Customer is solely in charge of the legality of personal data it discloses into the Service, and the Customer warrants that it has a right to process all personal data it discloses into the Service. If the Customer unlawfully discloses personal data to the Service, the Customer shall fully reimburse the Company for all the costs that arise to the Company for the said activity. The Customer may, if necessary and possible considering the provision of the Service, provide the Company with binding written instructions regarding this DPA.

8.5 Instructions of the Customer

The Company: i) is not allowed to process the personal data for any other purposes than what the Parties have specifically agreed on; ii) has an obligation to follow all applicable data protection laws; iii) ensures that only authorized persons gain access to personal data; and iv) ensures that all persons processing personal data are under a confidentiality obligation or professional or statutory obligations of confidentiality, ensuring in each case that access to personal data is limited to those individuals who need to have access to the relevant personal data for the purposes of this DPA and the Agreement.  The Company is granted a general permission to hand over, transfer or in any similar way process personal data outside the EU/EEA. Upon such processing, the Company has an obligation to follow all applicable data protection laws, the instructions of the Customer and the Agreement (including this DPA). If any of the prerequisites of the approval seize to exist, the the Company has an obligation to immediately: (a) perform an action that ensures the lawful processing of the personal data and that the processing is conducted according to the instructions given by the Customer and the Agreement; or (b) seize the transfer of personal data outside the EU/EEA and return the personal data transferred outside the EU/EEA to Finland.

8.6 Confidentiality

The confidentiality obligations set forth in the Section 7 of these Terms shall apply to this DPA. In particular, the Company undertakes to keep confidential any personal data (including any material and information related thereto) and not disclose the personal data to any third party unless instructed to do so by the Customer in accordance with the Agreement and data protection laws.

8.7 Data security

The Company shall ensure that appropriate technical and organizational data protection measures is taken to prevent accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to personal data. Each Party is responsible for ensuring that the documented relevant risk management and security processes are applied to the processing of personal data. Such measures may include (i) encryption or pseudonymization of personal data, (ii) adequate protection of systems and communications, (iii) organization of ongoing confidentiality, integrity, availability and fault tolerance of processing systems and services and (iv) the ability to recover data quickly and to access data in the event of a physical or technical failure. 

The Company shall notify the Customer of any data breaches immediately. In addition, the Company shall, without delay and within 72 hours of the occurrence or threat of the violation, provide the Customer with the information necessary to fulfil the statutory obligations of the Customer, to investigate the matter, to prevent similar violations and to make statutory declarations, including a description of the data breach and the consequences of the breach, and a description of the actions taken by the Company. The Company shall complete this information at the request of the Customer and in accordance with the instructions. 

8.8 Sub-processors 

The Company has a right to use other processors (e.g. cloud services providers) (hereinafter ”subprocessor”) to process personal data. Subprocessors shall be under the same obligations as the Company and the Company remains fully liable to the Customer for the performance of its subprocessors. 

8.9 Deletion or return of personal data 

After the Agreement is no longer in force between the Company and the Customer, the Company and its subprocessors shall return, at their own expense and without delay, the personal data to the Customer. If the return of personal data is not possible, then the Parties must agree on the destruction of the material in a separate agreement.

8.10 Audits

At the written request of the Customer, the Company shall make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR, and the Company authorizes and participates in audits performed by the Customer or third-party auditor authorized by the Customer.

The Company shall have a right to a remuneration for reasonable direct costs that arise from fulfillment of the obligation under this Section 8.10.

9. Term and termination

The Agreement shall enter into force as of the acceptance of the Agreement. The Agreement shall stay in force until the Agreement is terminated as set out below.

Unless the Parties have agreed on a separate term and termination provisions in the Order, the Agreement may be terminated without cause at any moment with a 60 days’ prior notice to the other Party. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate the Agreement if (i) the other Party commits a material breach of the Agreement and (if such breach is remediable) fails to remedy that breach within 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.

The provisions of the Agreement which by their nature reasonably should survive the termination or expiration of the Agreement shall survive any expiration or termination of the Agreement.

10. other tems

10.1 Assignment

The Company may not assign the Agreement in whole or in part without the Company’s prior written consent. The Company may assign or transfer the Agreement including any of its rights and obligations therein to Company’s affiliates or any third party.

10.2 Notices 

Any notice or other written communication to be given by the Customer to the Company under the Agreement shall be in English or Finnish and sent by email to the email address stated in the Order.

10.3 No Waiver

Any failure of a party to enforce any provision of these Terms or the agreement shall not be deemed a waiver of that or any other provision of these Terms or the agreement.

10.4 Entire Agreement

The Agreement 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. If any provision of the Agreement is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.

10.5 Subcontractors

The Company shall be entitled to use subcontractors, including third party software suppliers, for the provision of the Service. The Company shall be liable for the subcontractors’ work and services in the same manner as for its own work and services.

10.6 Force Majeure 

Both Parties shall be excused and shall not be responsible for any failure to comply with the terms of the Agreement due to causes beyond their control or the control of their suppliers, including but not limited to war, insurrection, riot or other civil disobedience, quarantine restriction, labour dispute except within either Party’s organisation, failure or delay in transportation, accidents, flood, earthquake, fire, storm or other act of God, act of any government or any agency thereof, judicial action or act.

Where a Party’s performance is prevented for a period more than one month due to an event as stated above, either Party shall be entitled to terminate the Agreement in writing without any obligation to pay compensation.

11. Governing law and dispute resolution

The Agreement shall be governed by and construed in accordance with the laws of Finland, except for its provisions on choice of law.

Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland.

With respect to any violation by the Customer of any Intellectual Property Rights and/or confidential information of the Company and/or payment obligations against the Company under the Agreement, the Company shall have the right, at its sole discretion, to seek remedies in public courts within any relevant territory.