Terms of Use

Terms of Use for the Online Services of Sowellus Ltd

1. General

These terms of use for online services (hereinafter “Terms of Use”) are applied by Sowellus Ltd (hereinafter “the Service Provider”) and the client (hereinafter “the Client”) to all online services produced and maintained by Sowellus Ltd and to the use of all content and materials available through the online services, unless otherwise mentioned or agreed.

The online services falling under the scope of the agreement at a given time are defined in the customer-specific agreement (hereinafter “the Agreement”). In these Terms of Use, the Service means the services specified in the Agreement between the Company and the Client.

The Agreement does not establish a joint venture, partnership or agency between the Client/User and the Service Provider. Neither party has the right or authorisation to incur liabilities, debt or costs or enter into agreements or other arrangements in the name or on behalf of the other party. 

Unless otherwise expressly provided in this Agreement, all express or implied guarantees, warranties and other conditions based on law, case law or something else are excluded to the maximum extent permitted by law. 

The Client/User may not transfer or delegate any of their rights or obligations pursuant to the Agreement or make any other agreements pertaining to them. The Service Provider has the right to transfer or otherwise delegate all or part of its rights and obligations pursuant to the Agreement to a third party.

The User accepts these Terms of Use by logging in to the Service or by using the Service.

2. Service description

The Service Provider provides the Service to the Client over the internet. The Client and the Client’s users registered in the Service (hereinafter “User(s)”) have a right, according to the terms and conditions of the Agreement and the limitations set therein, to use the Service and its applications in their own business operations.

In these Term of Use, online services mean all online services and mobile apps produced or maintained by the Service Provider. These include the LokiTime services,such as Key Issuance & Control, Property Management and Occupant App, Stairway and Info Screens, Time-Tracking, the Mobile Booking Calendar as well as the Raksamittari and Learn to Swim Log services (hereinafter referred to collectively and individually as “the Service(s)”). The Services can be provided for use both through an internet browser and as a mobile service.

The Service Provider develops the Service continuously and has the right to change the Service and its content as part of its development work in the manner and at the times it deems fit as well as to change the technical requirements for using the Service. The Service Provider furthermore has the right, at any time, to add, limit or remove Service features or to discontinue the production of the Service.

The Service Provider has the right to publish bulletins of its own and a third party in the Service.

3. Service deployment and registration

The use of the Service requires the User to have a suitable computer, tablet, internet browser, mobile app and the necessary data connections.

The use of the Service also requires the Service to be ordered and Users’ registration. The Users join the Service by logging in to it on the website or in a mobile app and by accepting these Terms of Service and any Service-specific terms and conditions as binding upon themselves. The Company may furthermore require Users to provide certain data in connection to registration. In connection to registration, each User chooses the user ID and password required by the Service for themselves.

The Service Provider has the right to check a User’s credit references when the User registers for a Service subject to a charge. The Service Provider has the right to prevent the User from using a Service subject to a charge if this is justified due to defaults or some other acceptable reason that has become apparent in connection to the credit reference check. The User is entitled to receive information on the grounds for the refusal at request.

4. Responsibility for the service content

The Client serves as the controller in the Service and is responsible for the obligations imposed on a controller in legislation as well as for the data the Client produces and saves in the Service. The Service Provider serves as the processor in the Service and is responsible for the obligations of a processor as well as for the legality, copyrights and other intellectual property rights of the material it produces for the Service itself and for their compliance with accepted principles of morality. The Service Provider is not, in any part, responsible for the service or content of the Client or another vendor, or the related copyrights or other intellectual property rights.

The User warrants and represents that they are the maker of the content they have produced or, when acting on behalf of the maker, that they have the maker’s advance express consent for the submission or publication of the content produced by the User and that they have all the requisite rights, in relation to the content produced by the User, to grant the licenses and permissions defined in this Agreement. In addition, the User warrants and represents (when acting on behalf of the maker of the content produced by the User, that the maker has agreed to warrant and represent) that sharing the content produced by the User for the purposes selected by the User does not violate or infringe any copyrights, trademarks or other intellectual property rights or the rights of a third party, including rights to publicity or privacy.

The Service is provided as is, without any guarantees. The Service Provider is not responsible for the correctness, accuracy or completeness of the data or other material in the Service.

The Service Provider is not liable for any damage caused to the User by incorrect, incomplete or ambiguous data in the Service. No data, instructions or advice provided in the Service are meant as legal or commercial information or information otherwise binding on the Company or some other vendor, due to which the User cannot invoke them. Nor can they be used as grounds for claims made against the Service Provider or other vendor.

The User alone is liable for all damage that may arise from the infringement of privacy protection, copyrights, trademarks or any other intellectual property rights as well as for any damage or loss attributable to the delivery of content.

The Service Provider may remove materials from the Service based on its exclusive and unrestricted discretion. The Service Provider is not liable for any content or other data produced by the User which is displayed on the website or elsewhere or which is removed from the website or some other location. The Service Provider is not obligated to use content produced by the User and may choose to leave it altogether unused.

5. Service availability

The Service Provider aims to ensure that the Service is available to the User continuously and without disruptions. However, the Service Provider is not liable for the Service’s uninterrupted, real-time and errorless functioning. The Service Provider is not liable for technical failures in the Service, breaks attributable to maintenance or installation measures, or for any alteration or loss of data included in the Service or other data as a result of such measures or for problems, interruptions or breaks related to data transfers attributable to third parties or for the damage they cause to the User.

The Service Provider aims to inform the User of any breaks in availability and to make the Service available to the User after becoming aware of such a break. The User may report breaks in the availability or disruptions in the use of the Service to the Service Provider’s customer service (asiakaspalvelu@sowellus.fi).

The Service Provider is entitled to suspend the Service due to its change or renewal or a technical reason related to the Service, or due to the maintenance, installation or servicing of the telecommunication network or some other reason of the kind or if required by legislation or some other order issued by the authorities. The Service Provider aims to limit the duration of an interruption to the absolute minimum.

The Client is responsible for the backup of the Service’s content.

6. Rights

The content and appearance of the Service are protected by copyright. The Service Provider holds all rights, copyrights and other intellectual property rights to the Service.

In this Agreement, intellectual property rights mean copyrights, trademark rights, design rights, utility model rights and patent rights as well as other exclusive rights based on the law and any applications and the domain names pertaining to them.

All intellectual property rights related to the Service or its implementation are held by the Service Provider. The Client and Users are granted limited access rights to the Service and the use of the materials it contains. Data produced by the Client and saved or stored in the Service by the Client for their own use are not materials contained in the Service. All other rights remain with the Service Provider.

The User/Client is not granted any rights related to the Service apart from the right to use the Service in accordance with these Terms of Use as well as any possible Service-specific terms and conditions and the service agreement made in relation to the Service. The User may not make the Service or part thereof publicly available or transfer it further, except to a party or the representative of a party who is in an immediate contractual or customer relationship with the Client. The Client does not have the right to use the Service or materials and data related to it in the development or provision of a service, product or material which is in direct or indirect competition with the Service Provider’s Service. The Client may not reproduce or make available to the public, share or otherwise disclose, modify, alter, translate or reverse engineer the source code of the delivered programmes, services or other works.

The Service Provider has an exclusive and unlimited right, but no obligation, to check, modify, publish, refuse to publish, remove and monitor the contents produced by the User in the Service Provider’s Services. Contents produced by the User that have been submitted or published through the User’s account may, in some cases and from time to time, be modified or removed. The Service Provider does not guarantee that the content produced by the Client will not be modified or removed from the website or some other location, nor is the Service Provider responsible for the content produced by the User being no longer available in the Service. 

The Service Provider has the right to store and use material submitted or added to the Service by the Client or the User, also after the service agreement has come to an end.

The Service Provider has a permanent right to use the content produced for or added to the Service by the User to provide the Service to third parties without being obligated to compensate the User for such use.

The User is liable to pay damages to the Service Provider for any misuse or actions contrary to law or the agreement. The User is also liable for any claims for damages and other claims made by third parties in relation to material submitted by the User.

7. Client’s/User’s right to use the Service

The Client/User is granted access to the Service in accordance with these Terms of User and any service-specific service agreement.

The User is aware that even though the Service Provider’s Service may provide access to the services of other vendors, the use of such services may require separate registration and that they may be subject to a charge.

The User warrants that the data entered in the Service by the User are free of errors and appropriate and that they do not infringe the rights of third parties or violate valid legislation and are not contrary to accepted principles of morality. The User especially warrants that they have the right to disclose the personal data they enter in the Service Provider’s Service.

The User warrants that they will not submit, transmit or save, in or through the Service, material that is contrary to accepted principles of morality or the law and that they will not induce others to do so. Materials refer to text, image and AV materials, for instance, as well as to data or other information, regardless of the format they are saved or expressed in as well as to the data included in or related to such material. The User also agrees not to submit, transmit or save, in or through the Service, material protected by copyright, trademark rights or other intellectual property rights, unless they have the express permission of the right-holder for this.

The Service Provider has the right to prevent the publication of the aforementioned unauthorised material in the Service and to remove such material from the Service. The User is liable for any claims for damages and other claims made by right-holders or other third parties in relation to the use of unauthorised material.

The Service Provider may prevent the use of the Service if there is a justified reason to suspect that the Service is being used for the dissemination of such unauthorised material or in some other manner contrary to accepted principles of morality or the law.

8. User ID and password

The User is responsible for storing their user ID and password in such a way that they are not disclosed to or do not fall into the hands of third parties. The User is responsible for any use of the Service under the User’s credentials and any costs and charges incurred thereby.

The Client is responsible for all use under the credentials of the Client’s registered Users.

The User is obligated to inform the Service Provider of the loss of their user ID or password or of them being disclosed to or falling into the hands of a third party. The report must be made via email to the address asiakaspalvelu@sowellus.fi.

Should they so desire, the User may be provided with a new user ID and password to replace credentials that have been lost.

The Service Provider has the right to change the User’s user ID or password as well as any other credentials required by the Service if this is required due to technical or other acceptable reasons. The Service Provider is not liable for damages in respect of such changes.

9. Personal data

The Service Provider has the right to process the User’s personal data in accordance with the Personal Data Act and other applicable legislation as described in more detail in the privacy policy of the Service Provider’s marketing operations.

The User and the Client give their consent to the processing of their personal data when entering into the Agreement or by deploying the Service and accepting to the Service’s Terms of Use.

The Service Provider may send direct marketing to the User via email or in the form of text messages, for example.

The User has a legal right to prohibit the processing of their personal data for the purposes of direct advertising, distance selling or other direct marketing. The User also has the right to check the personal data saved on them and to have personal data that is incorrect, unnecessary, incomplete or outdated in terms of the processing rectified or erased.

The processing of personal data is subject to a separate Personal Data Processing Agreement.  

10. Information security and use of data

The User is aware that the online environment and online services are not entirely secure. The User is responsible for the appropriate management of the information security of their own IT systems and network connections.

The Service Provider maintains the confidentiality of all data pertaining to or submitted by the User. The Service Provider organises the information security of its Service in a generally acceptable manner and effectively and aims to prevent unauthorised access to its systems by technical solutions.

The Service Provider aims, by the means reasonably available to it, to maintain the data’s storage in the Service throughout the Agreement’s duration. The Service Provider does not guarantee the storage of the saved data and is not liable for any damage caused to the Client due to the destruction, loss or alteration of data. The Client is advised to save and/or print the files formed with an application for themselves once a month, for example. The Client is responsible for the archiving of the saved data in accordance with valid legislation.

The Service Provider has the right to take advantage of the experience, professional skills and professional know-how it has obtained in the customer relationship as well as of data produced by the Client and saved or stored in the Service by the Client for their own use, and the information and outputs generated during the service production, unless otherwise provided in the law or some other order issued by the authorities.

The Service Provider’s Privacy Protection instructions constitute part of this agreement.

The User does not have the right to transfer or reproduce the Service’s contents from the Service without the Service Provider’s written consent.

11. Hardware, software and connections

The Client is responsible for the procurement of the hardware, software and network connections required by the Service use as well as for their functionality and the costs they incur, unless otherwise agreed in writing.

12. Prices charged for the Service

The Services provided by the Service Provider are subject to a charge and their deployment requires the payment of the price indicated in connection to their order. The costs and terms of payment applicable to the Service in question are specified in the relevant Service Agreement.

The Service Provider may change the price and pricing bases of the Service or a part thereof. In such cases, the Service Provider will inform the User of the changes in the appropriate manner. If the Client does not accept the Service’s new pricing bases, the User may terminate the Agreement in such a way that the termination takes effect prior to the new pricing bases’ entry into force.

13. Payment

The Client is liable to pay the fee charged for the Service in the manner indicated by the Service Provider, such as according to an invoice or via online banking. Invoices must be paid no later than on their due date. The Service Provider is entitled to charge interest for late payment pursuant to the Interest Act as of the due date. The Service Provider is entitled to charge a reminder fee pursuant to the pricing list for a notice to pay, to cover the costs that arise from its processing.

The Service Provider may prevent the User’s access to the Service if a payment has been delayed and is not paid within two (2) weeks of the date on which the notice to pay is sent. The Service Provider has the right to charge a reasonable fee for making the Service available to the User again.

14. Liability for damages arising from the use of the Service

The Client is liable to compensate the Service Provider for any damage caused by use contrary to these Terms of Use, any Service-specific terms and conditions, the agreement concerning the use of the Service or the law.

The Service Provider is not liable to compensate the User for any damage or loss of work, income or profits or for the loss of actual or forecast profits attributable to the use of the Service.

If the Client, itself or indirectly, uses the Service by logging in with the intention of investigating the data, functionality or scope of the Service Provider or the Service it provides and utilising it in the development or provision of a service, product or material in direct or indirect competition with the Service, the Service Provider is entitled to claim from the Client a contractual penalty of fifty thousand euros (EUR 50,000) or equal to the actual damage, if the actual damage is greater than the aforementioned sum.

15. Force majeure

A force majeure releases the Service Provider from obligations related to the Service if it prevents a performance related to the Service or hinders it to an unreasonable extent. Force majeure includes a fire, earthquake, flood, explosion, strike or some other stoppage, an order given by the authorities, disruptions in the distribution of power, a shortage in raw materials or equipment, a cable or other data communication failure caused by or attributable to a third party or some other reason of the kind which has not been known and which could not have been reasonably foreseen.

The Service Provider announces a force majeure on the Service’s website or informs the Client of it directly as soon as it has appeared, provided that this is possible.

16. Amendments to Terms of Use

These Terms of Use apply to all Services maintained by the Service Provider, unless otherwise agreed in writing between the parties.

The Service Provider may amend these Terms of Use and any Service-specific terms and conditions by announcing such amendments on the Service’s website two weeks before the amendments take effect.

17. Transfer of rights and obligations

The User does not have the right to transfer access to the Service or any agreement made on the Service to a third party without the Service Provider’s written consent.

The Service Provider has the right to transfer the Service or its maintenance as well as the rights and obligations related to it and any agreement made on the Service to another group company. The Service Provider is also entitled to transfer the aforementioned rights and obligations and agreement in the event that the Service Provider or its business is transferred to another company as a result of a transaction, transfer of business, merger or demerger or some other comparable arrangement.

18. Disputes

Any disputes based on these Terms of Use or related to the Service referred to in these Terms of Use, any Service-specific terms and conditions or any agreement made on the Service are primarily resolved through negotiations between the parties. If this fails, the dispute is resolved in the District Court of Helsinki as the court of first instance.

19. Applicable law

These Terms of Use and the Service referred to in these Terms of Use, any Service-specific terms and conditions and any agreement made on the Service are governed by Finnish law.

20. Miscellaneous

Any matters not discussed in these Terms of Use are subject to the IT2018 YSE – General Terms and Conditions. 

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