Click2Contract Terms of Service 12/2019

 

1 BACKGROUND

1.1 These General Terms of Agreement (“Terms”) apply to the delivery and use of the proposal/contract software and related website (“Software”) provided by Click2Contract Oy (Business ID 2805139-5, “Supplier”). The Software shall be delivered via a data network connection in accordance with these Terms.

2 SPECIFICATIONS

2.1 Within these Terms, a User refers to a natural person who uses the Software.

2.2 Within these Terms, a Customer refers to a natural or a legal person who has ordered the user rights to the Software, or who is represented by a User of the Software.

2.3 Within these Terms, a Price List shall refer to the Supplier’s currently valid price list or price lists which specify the prices of the Software or services to be delivered.

2.4 Within these Terms, a Service Description shall refer to the description or descriptions of the functionalities, contents, service level, purpose of use of the Software, or service included in the agreement as an appendix.

2.5 Within these Terms, Information shall refer to data and files saved by the Customer in the Software. User information refers to information saved by the Software specifying the use of the Software by the User and Customer. Hereinafter, User information and Information are jointly referred to as “Information”.

3 SOFTWARE CONTENT AND SERVICE LEVEL

3.1 The content of the Software is determined in the selected Service Description. In all plans User may draft, send and follow offers and get them accepted to legally binding contracts.

3.2 The Software enables, for example, the delivery and uploading of User’s and Customer’s information and files (“Information”) to the Software server and distribution to assigned recipients.

3.3 The instructions and use environment requirements of the Software and up-to-date contact information of customer support are available from the Supplier on request.

3.4 The Software may change as the Supplier develops the Software further. The Supplier can make a change in the Software that (a) is targeted at the production environment of the Software and does not reduce the content or the service level of the Software, (b) is necessary for the prevention of a data security threat targeted at the Software, (c) results from legislation or a regulation by an authority, or (d) has been notified to the Customer well in advance.

3.5 The Supplier may prevent access to the Software without consulting the User or the Customer if the Supplier suspects that there is inappropriate Information stored in the Software, access to the Software by other users may be risked by the stored Information or if these Terms are violated.

3.6 The Supplier shall aim to make the Software available at all times, but it may suspend the use or change the content of the Software whenever this is considered necessary. The Supplier may interrupt the availability of the Software due to, for example, installation, revision or maintenance work or due to a security threat, or legislation, requirement or regulation by an authority.

3.7 The Supplier cannot guarantee the availability of the Software without interruptions or the production of services by a party that offers communications services or a network connection or another third party that affects the use of the service. The Supplier shall attempt to notify the Customer well in advance of any service or maintenance breaks.

4 TERMS AND CONDITIONS OF DATA PROTECTION

4.1 The Customer shall act as a data controller in accordance with the applicable European Union and Finnish data protection legislation (“Data Controller” or “Customer”) with regard to the Customer’s customers’ or employees’ or other persons’ personal data processed by the Supplier in the service to implement it (“Customer’s Personal Data”). The Data Controller shall be responsible for the Customer’s Personal Data and for ensuring that they are legally processed pursuant to the applicable data protection legislation. The Data Controller shall be responsible for all required measures and acquire, secure and maintain all rights, agreements and authorizations that the Supplier (“Data Processor”, “Processor” or “Supplier”) requires in order to implement the service in accordance with this section 4. Terms and Conditions of Data Protection without breaching any laws or third-party rights. The Customer’s Personal Data and the processing details as well as other necessary matters have been specified in the Data Processing Policy documents, which are available upon request from the Supplier.

4.2 The Data Processor shall ensure that it will process the Customer’s Personal Data on behalf of the Data Controller pursuant to the applicable data protection legislation and as required in order to provide the service and in compliance with this section 4 Terms and Conditions of Data Protection. The Customer’s Personal Data shall be processed according to the Data Controller’s instructions. The Data Controller shall ensure that the instructions are described in detail in this section 4 Terms and Conditions of Data Protection at the time that the agreement enters into force. If the Data Controller later provides the Data Processor with additional instructions on the processing of the Customer’s Personal Data, the Processor shall have the right to charge for the resulting additional costs and work that are required in order to comply with the instructions provided. If the Data Processor shall not be able to comply with the instructions provided, the Data Processor shall immediately notify the Data Controller of this and the parties together shall attempt to solve the issue in an appropriate manner. If the issue cannot be solved within one (1) month, each party shall have the right to cancel the agreement with a notice period of two (2) months.

4.3 Irrespective of the above, the Supplier shall have the right to use data created in connection with the service provided and the processing of the Customer’s Personal Data in accordance with the Data Processing Policy document for the development, analysis and assessment of the Supplier’s operations as well as statistical purposes. For these purposes, the Customer’s Personal Data are anonymized to the degree necessary for meeting the Supplier’s confidentiality obligation. The Customer may also grant the Supplier in writing a more extensive right to process the Customer’s Personal Data. The parties are aware that the processing referred to herein may result in obligations both for the Customer and the Supplier, such as the obligation to notify the persons to whom the Customer’s Personal Data refer of the processing.

4.4 The Data Processor shall keep the Customer’s Personal Data confidential and ensure that the persons authorized to process the Customer’s Personal Data are committed to confidentiality or subject to an applicable statutory confidentiality obligation.

4.5 Proper technological and organizational measures have been employed in order to ensure that the Customer’s Personal Data remain confidential, intact and accessible. Such measures have been described at a general level in the Data Processing Policy document. Unrestricted by the above, the Processor may change its own data security procedures as long as the changes are not detrimental to general data security.

4.6 The Processor shall inform the Data Controller of any data protection breaches of the Customer’s Personal Data without delay and in any case no later than 48 hours from the time the breach was detected, if possible. The Data Processor shall provide the Data Controller with the available data that are required to meet the Data Controller’s duty to notify. The Data Processor shall remedy and limit the effects of the breach to the best of their ability.

4.7 Upon request and subject to commercially acceptable terms and conditions, the Data Processor shall help the Data Controller to implement the rights of a data subject and to meet the obligations pursuant to the data protection legislation. The rights of a data subject have been implemented in accordance with the Data Processing Policy documentation.

4.8 Upon request, the Data Processor shall provide a required report on compliance with the applicable data protection legislation.

4.9 Once it is no longer necessary to process the Customer’s personal data in accordance with this agreement, the Supplier shall provide the Customer with a technological option to copy the Customer’s personal data stored in the service. Upon the Customer’s request, the Supplier shall destroy the Customer’s Personal Data and notify the Customer of the destruction of the data unless the personal data need to be stored due to legislation or for the purpose of assurance of third party rights related to the service (i.e. contract content may not always be deleted).

4.10 The Data Processor may use subcontractors (“Subcontractor” or “Sub-processor”) to process the Customer’s Personal Data in accordance with this agreement. The Data Processor shall notify the Data Controller before the Subcontractor begins the processing. The Data Controller shall have the right to object to the planned change in writing on justified grounds pertaining to data protection within two (2) weeks of receiving the notification. In this case, the Data Processor shall continue the processing subject to the agreed terms and conditions until (i) both parties have agreed to end the processing and to return the Customer’s Personal Data to the Data Controller, or (ii) both parties have agreed on a way to continue the processing and on the related costs.

4.11 The Data Controller shall agree that the Processor may, in order to implement the terms and conditions of this section 4 Terms and Conditions of Data Protection, hand over the processing of and make available the Customer’s Personal Data to Subcontractors that are located outside of the Data Controller’s country of origin. If the Customer’s Personal Data are transferred outside of the EU or the EEA, the Data Processor shall, on behalf of the Data Controller, carry out the proper protective measures to guarantee and secure the data subjects’ rights and privileges in accordance with the requirements of the applicable data protection legislation. For instance, the Data Processor may, on behalf of the Data Controller, make an agreement in accordance with the standard data protection clauses approved by the European Commission on the processing of personal data with a Subcontractor located outside of the EU or the EEA in order to meet the requirements of the applicable data protection legislation.

4.12 For the sake of clarity, it should be stated that the Data Processor shall have the right to use Subcontractors to process the Customer’s Personal Data in accordance with the Data Processing Policy documentation.

4.13 Unrestricted by the above, it shall be specifically stated that, in connection with providing the service pursuant to this agreement, the Supplier shall process personal data that are linked to the Customer’s employees, decision-makers or other persons (e.g. the Customer’s technical or administrative contact persons) for the purpose of providing the service, troubleshooting, customer management, customer service, invoicing, communication, marketing, service development or other such purposes (“Supplier’s Personal Data”). With regard to the Supplier’s Personal Data, the Supplier shall be the Data Controller as per the applicable data protection legislation and, as such, responsible for the legality of the processing. Unless otherwise agreed in writing, the Customer may not provide instructions with regard to the Supplier’s Personal Data or the processing thereof. Further information on the processing of the Supplier’s Personal Data is available at www.Click2Contract.com/privacy-policy/.

4.14 Pursuant to the data protection legislation, a data subject shall have the right to access the data (inspection rights), to request the correction or removal of data or to limit the processing of the data. The Supplier shall not directly respond to queries or requests by data subjects included in the Customer’s personal file. The Supplier shall provide the Customer with a service that makes it possible to implement the inspection right. The service may be subject to a service charge.

5 IDENTIFICATION DATA

5.1 The Customer shall ensure that the Customer and all of the assigned Users store their usernames and passwords in a secure location separate from each other. The Customer shall ensure that the identification data described above are not disclosed to third parties. If the identification data is disclosed to third parties, or the Customer suspects that it may have been disclosed to third parties, the Customer must notify the Supplier of this without delay in order to prevent unauthorized use of the Software. The Supplier shall be entitled to interrupt the use of the Software after the Customer has notified the Supplier of a possible disclosure of identification data to third parties until new identification data have been implemented.

5.2 The Customer shall be responsible for commitments and other operations made using their identification data until the Supplier has received the notification of the disclosure of identification data to third parties and the Supplier has had a reasonable amount of time to prevent the use of the Software.

5.3 Identification data correspond to a Customer’s signature when entered in the manner required by the Software.

5.4 If a User has handled their identification data carelessly or otherwise contributed to the disclosure of the identification data to a third party, the Customer shall be responsible for all of the expenses caused to the Supplier or a third party due to the User’s actions.

6 GENERAL RIGHTS AND OBLIGATIONS OF THE SUPPLIER

6.1 The Supplier shall provide the Software professionally and carefully according to the Terms. The Supplier shall have the right to include open source code software in the Software.

6.2 The Supplier shall notify the Customer without delay of any issues that could prevent the use of the Software as specified in the Terms or endanger the privacy of the Customer’s Information.

7 GENERAL RIGHTS AND OBLIGATIONS OF THE CUSTOMER

7.1 The Customer shall be entitled to use the Software in its internal operation as specified in the Terms.

7.2 The Customer or the User shall not be entitled to resell or otherwise distribute the Software to third parties unless otherwise specifically agreed upon.

7.3 The Customer is responsible for the acquisition and condition of equipment, connections, software, and operating environment required for using the Software. The Customer is responsible for the protection of their data system, their communications costs and other similar costs related to the use of the Software. The Customer must ensure that the equipment, connections, software and data systems meet the operating environment requirements submitted by the Supplier and that the Software is suitable for the Customer’s purposes.

7.4 Unless otherwise agreed, the Software is located on a server maintained by the Supplier or a third party. The Customer must ensure that the Customer or Users assigned by the Customer do not try to copy the Software from a server, examine, alter or copy the source code of the Software, otherwise disturb the operation of the Software, or access in an unauthorized manner the database, customer information or information saved by other customers.

7.5 The Customer must not allow the use of the Software in a country that opposes any legal restrictions concerning technology export or where the use of the Software would be illegal or require a permit or insurance, or cause the Supplier a more extensive responsibility or obligation that deviates from this agreement or Finnish laws.

7.6 The Customer is responsible for the use of the Software, the content of the Information and the exchange of information performed using the Software.

8 GENERAL RIGHTS AND OBLIGATIONS OF THE USER

8.1. By using the Software, the User agrees to comply with these Terms in the role of the User. The Software may only be used by a legally competent adult authorized by the Customer and the use must be in compliance with these Terms.

8.2 The User must keep the username and password in a secure place and not disclose them to any third parties. The User is responsible for the use of the Software with his or her username and password. The User will notify the Supplier without delay of the disclosure of a password to a third party or a suspected unauthorized use of a username or password. At the request of the Supplier, the User must change the password necessary for the use of the Software, if it is considered necessary due to a data security threat targeted at the Service.

8.3 In order to ensure the data security and usability of the Software, the Supplier may terminate a User’s network connection to the Software if the User is not using the Software.

9 PRICE AND PAYMENT TERMS OF THE SOFTWARE

9.1 The price and payment terms of the Software are described in the Supplier’s currently valid Price list included in the selected Service Description. The Supplier may revise the price by notifying the Customer of the revision at least thirty (30) days before the change enters into force.

9.2 Prices include currently valid public fees regulated by authorities apart from value added tax. Value added tax is added to prices according to current regulations If the amount or charging grounds of public fees regulated by authorities changes due to a change in regulations or taxation practices, prices will be changed accordingly.

9.3 If an invoice is not paid by the due date, penalty interest will be accumulated on the overdue sum according to the current Interest Act until the Supplier has received the total overdue payment including the penalty interest. The penalty interest will be calculated for each day after the due date. In addition to the penalty interest, the Supplier may prevent the use of the Software until the Customer has paid all overdue payments to the Supplier.

9.4 The Customer must also pay reasonable reminder and collection charges in connection with overdue payments. In case of a dispute concerning an invoice, the undisputed part of the invoice must be paid by the due date.

10 INTELLECTUAL PROPERTY RIGHTS AND CUSTOMER’S DATA

10.1 The Software is the sole property of the Supplier and/or a third party, and it may be protected by a copyright or another intellectual property right. The User will not be granted any rights to the Software, technology or content other than the user rights to the Software as specified in these Terms. On the basis of these Terms, no rights will be granted to use the Supplier’s or the Software’s business names, logos, domain names or other brand names or identifiers. The Supplier can freely use, without compensation, suggestions, comments or proposals that it has received.

10.2 The ownership and intellectual property rights to Information saved in the Software belong to the Customer or a third party.

10.3 The Customer will be responsible for the Information saved by Users in the Software and for having the right to use the Information without violating the rights of third parties or currently valid legislation.

10.4 The Customer is responsible for all of the costs and claims and requirements presented to the Supplier or its group companies that are either directly or indirectly due to Information or Customer’s violation of these Terms. The Supplier can defend itself against the claims mentioned above, if necessary.

10.5 Unless otherwise decreed by the terms and conditions of data protection agreed above in section 4, the Supplier shall be entitled to use the Information and user data (“Information”) as described below:

1. a) The Supplier may freely compile and disclose Information to Third parties for the purposes of preparing statistics reports, improving the Software, producing information services, and other similar purposes, provided that the individual Customer, User or other natural person the information concerns cannot be identified, recognized or traced either directly or indirectly from the statistics, reports or information services produced.
2. b) The Supplier may use the Information of the Customer or User for issuing invoices related to the use of the Software and for targeting marketing efforts. The Supplier may share this Information with subcontractors and partners.
3. c) Separate consent from the Customer is required to use the Customer’s own information in the production of information services concerning the financial situation of the Customer and disclosing the Customer’s Information, except in cases where these activities are included in the Software described in the Service Description.
4. d) The Supplier may process and disclose information to third parties provided that individual persons can be identified from the Information only as instructed by the Customer and in compliance with data protection legislation.

10.6 Unless otherwise agreed in writing, the Supplier shall be responsible for backing up the Customer’s Information in a Software provided via a data network or for another technical procedure leading to the same result at least once every workday. The Customer will be responsible for other backups.

10.7 If the Information saved by the Customer in the Software has been destroyed, lost, altered or damaged in parts or completely by the Customer’s actions, the Supplier may charge the Customer for the recovery of the information.

10.8 At the termination of the Agreement, the Supplier is obligated to reasonably assist in transferring the Customer’s data in the Supplier’s possession to a party appointed by the Customer. Unless otherwise agreed in writing, the obligation to provide assistance ends after three (3) months from the termination of the Agreement. Any services related to the Supplier’s obligation to provide assistance are charged in accordance with the Supplier’s price list. Personal data are deleted in accordance with the Supplier’s current process described in the Data Processing Policy documentation.

11 LIMIT OF LIABILITY

11.1 In addition to the assurances specifically stated in these Terms, the Supplier will not grant any other assurances on the applicability of the Software for a specific purpose, the quality of the Software, integrity of third parties’ rights, or other issues.

11.2 The Supplier is not responsible for any indirect losses to the Customer. The Supplier’s maximum amount of compensation in any case is the total price paid by the Customer to the Supplier for the use of the Software excluding value added tax for two (2) months prior to the damage and a maximum of ten thousand (10,000) euros during this contracting relationship.

12 CONFIDENTIALITY

12.1 The parties or their employees or group companies may not use or express the confidential information of another party to a third party other than as specified in these Terms. The parties must handle the confidential information of another party at least with the same diligence as they would their own confidential information provided that the confidential information is always handled at least with reasonable diligence.

13 FORCE MAJEURE

13.1 The Supplier may postpone the delivery date, cancel the agreement or change the Software without causing implications to the Supplier if it cannot continue its business operations due to a reason that it has had no reason to consider when making the agreement and of which the Supplier is independent. Such events may include war, rebellion, civil unrest, requisition or confiscation for public use performed by an authority, import or export prohibition, natural disaster, interruption of public transport or energy supply, labor dispute or fire, disturbance in communications network or other online communication independent of the Supplier, or other significant reason in terms of its impacts independent of the Supplier. If the reason for the delay continues for more than three (3) months, the Customer is entitled to terminate the agreement in writing.

14 VALIDITY AND TERMINATION

14.1 This agreement includes the following documents as inseparable parts listed in the order in which they are applied: 1) Accepted Offer, 2) Service Description, 3) Special terms of the Service Description, 4) Price list, 5) The Privacy Policy and the Data Processing Policy documentation, 6) and these Terms.

14.2 The Supplier may change these Terms and other currently valid agreement terms on the basis of changes in legislation, contractual usage in the field, or the contents of the Software, or for another reason related to the Software or the Suppliers business. By using the Software, the User approves the currently valid version. The Customer must be notified of changes to the terms thirty (30) days before they enter into force at the latest either in connection with the Software or with a separate message. If the Customer does not approve the changes to the terms, they can terminate the agreement with a notice period of no more than six (6) months, and the changed terms will not enter into force during the notice period.

14.3 Unless otherwise agreed by the parties, this agreement shall be in effect until further notice and the Customer may terminate this agreement with a notice period of one (1) month and the Supplier may terminate this agreement with a notice period of three (3) months. A fixed-term Software user right is valid until the end of the agreed period. The Supplier shall not be liable to repay any fees or costs paid in advance.

14.4 A party may terminate the agreement in writing immediately if (i) the other party is declared bankrupt or placed into liquidation, or if it becomes permanently insolvent, performs transfers or actions that favor creditors, or (ii) if the other party is in significant breach of its contractual obligations and has not rectified the violation within thirty (30) days after receiving a notification from the other party on the matter.

15 GENERAL TERMS

15.1 A party shall not have the right to transfer the agreement or any part thereof without the other party’s written consent. However, the Supplier may transfer the agreement to its group company at any time or to a third party in connection with a company reorganization or a business transaction, or at the sale of a significant part of the Supplier’s assets that the Agreement concerns. The Supplier may transfer any contractual overdue payments to a third party by notifying the Customer of the transfer in writing. The Supplier may use Subcontractors for the provision of the service subject to the terms and conditions of data protection in accordance with section 4.

15.2 If a specific condition is considered illegal, invalid or such that it cannot be entered into force, it will not affect the validity, legitimacy, or implementation of other terms or the whole agreement.

15.3 If a party does not use a right that is based on this agreement, it will not limit the party’s right to refer to the agreement terms later in a similar case.

15.4 This agreement does not form a joint company, employment or franchise, agency or other consortium between the parties and entitle a party to represent or make any commitments, agreements or assurances on behalf of the other party.

15.5 All of the information and notifications related to this agreement addressed to the other party must be delivered in writing (i) as a registered letter in which case the notification is considered to have been received by the other party within seven (7) days after it has been posted, (ii) as an express letter in which case the notification is considered to have been received by the other party within two (2) days after it has been posted, (iii) by email in which case the notification is considered to have been received by the other party at the time it has been sent, or (iv) by including a notification in connection with the Software. Notifications must be addressed to an official registered address or another recorded address.

15.6 Finnish law shall be applied to these Terms, apart from regulations that concern the selection of legislation. All disputes that arise from these Terms are resolved finally by one arbitrator according to the regulations of the Arbitration Institute of the Finland Chamber of Commerce. The arbitration location is Helsinki, and the arbitration language is Finnish. The arbitrator’s verdict is final, binding to both parties and it can be entered into force by any competent court. The other party can apply for a temporary precautionary procedure. At the request of the Supplier, any claims concerning outstanding accounts will be resolved at the general court of the defendant’s domicile.