ISOLTA GENERAL TERMS AND CONDITIONS
1. Applying of the Terms and Validity
These general terms and conditions (hereinafter "conditions") apply as a binding and integral part to an agreement concerning Isolta services (hereinafter "service") between Isolta Oy (hereinafter "Isolta") and the business customer (hereinafter: "customer") defined in the order form. By using the service, you accept these terms.
These terms come into effect 22.7.2014 and are in force until further notice.
2. Agreement Formation and Transfer
The agreement is concluded when the customer has registered into the service, accepted these terms and Isolta has confirmed the registration. As a main rule, the confirmation shall be made via email. Isolta provides the customer a user account's activation link for using the service.
The customer is not allowed to transfer the agreement to a third party without Isolta's prior written consent. Isolta reserves a right to transfer the agreement and/or the service to a third party and to amend the agreement and/or the service description as described below.
3. Agreement Period, Termination of the Agreement and Amending the Terms
The agreement shall become effective after Isolta has confirmed the registration as described above.
Isolta may offer the customer a possibility to try the paid use right before subscribing the service. The use period and scope of such trial period shall be determined in accordance with the description available at www.isolta.com website. Isolta shall not have any liability whatsoever towards the customer during the trial period.
The customer may subscribe to the paid use right in exchange of a separate use fee. The agreement shall be effective for the initial fixed period of one (1) year starting after the subscription has been confirmed, after which the agreement shall automatically remain in force until further notice unless the agreement is terminated in writing within at least one (1) month before the ending of the fixed-term period.
The agreement period that starts after the initial one (1) year fixed term may be terminated with one (1) months written notice.
If the customer terminates the paid use right, the use right of the customer shall be automatically converted to a non-paid use right.
Isolta reserves a right to remove non-paid use right accounts and all thereto connected data using its absolute discretion.
Isolta may offer additional services for non-paid and paid use rights in exchange of separate fees set out in then current price list.
Isolta reserves a right to terminate the agreement immediately without a reason in two weeks' time from ordering the service regardless of a confirmation of registration (if applicable).
Furthermore, Isolta reserves a right to terminate the agreement immediately if the customer substantially violates the terms of the agreement.
Isolta reserves a right to amend these terms by notifying the customer about the change in writing at least one (1) month before the amendment comes into force. The customer has a right to give a written notice before the new terms come into force.
4. Service Content and Right to Use
Isolta grants the customer a right to use the service for the customer's internal business purposes in exchange to a license fee in accordance with the agreement during the agreement period. The customer has no right to resale the service.
The content of the service and system requirements are determined by a feature description and its appendices (if applicable) that can be found at www.isolta.com website. The customer understands that the service is meant to be used via internet and that procuring equipment and the internet connection needed for using the service, and any related costs, are in the customer's responsibility.
Isolta may provide the service agreed in with this agreement as deems suitable and amend the service content and appearance. Isolta shall inform about the amendments in advance to the extent possible.
If Isolta provides a free trial period for the service, a systematic and recurrent exploitation of such trial periods is prohibited.
No intellectual property rights or property rights are transferred pursuant to this agreement. All the trademarks, registered trademarks, product names, commercial names and other comparable assets are property of their owner. Isolta and its licensor have a right to all the graphic elements and the program code of the program and the service. The customer shall have the rights to the information, images, videos and other data uploaded to the service. The customer grants Isolta a limited right to use the data uploaded to the service for providing the service.
5. The Customer's Obligations and Rules of Use
The customer agrees to provide Isolta true and adequate data when registering into the service. If the data is not correct or it is inadequate, Isolta reserves a right to not to provide the service. The customer shall inform about changes in its user data immediately. The customer shall also read and act in accordance with any bulletins and instructions concerning the service and amendments to the service (if applicable) provided by Isolta without undue delay.
The customer is responsible for all the activity conducted with its user account, and for any investigation and repair costs caused by possible misdemeanour. The customer is responsible of its users not transferring their user names and passwords to third parties.
Isolta strives to back up the service and the data contained in the service using its best efforts. However, the customer is responsible for keeping copies of the invoicing data processed in the service.
The customer is responsible for its own material and its lawfulness. The customer is especially responsible for that the material it provides does not infringe third parties' copy right, trademark right or other intellectual property right and for that the customer has a right to process and upload the personal data of its end customers to the service. Isolta has no right or possibility to supervise the customer's and its end customer's activities or material's lawfulness or compliance with good practice
The customer shall not use the service for any activity that is in conflict with the law or good practice, including but not limited to, the following actions:
- Marketing or other activity that is in conflict with the Consumer Protection Act or Unfair Business Practices Act and marketing or other activity that is in conflict with a legislation of other countries, to the extent such legislation is applicable;
- Interference with electronic communications;
- Personal data processing that is in conflict with the Personal Data Act and other violations of data protection legislation; and
- Mass emailing that is in conflict with the Act on Protection of Privacy in Electronic Communications.
Isolta reserves a right to immediately and without an advance notice delete any material that infringes the terms of agreement or prevent such use.
6. Service Errors and Repairing of Observed Errors
The customer shall immediately inform Isolta about errors or activity that significantly differs from the service description.
The service functioning is being supervised and potential errors shall be repaired as fast as practicable. Isolta reserves a right to suspend producing the service temporarily if it is necessary for repairing-, maintenance- or other works. Isolta strives to minimize the duration of repair breaks and to inform the customers in advance to the extent possible.
Isolta reserves a right not to repair an error that is due to customer's own activity, e.g. misdemeanour or incorrect use of the service.
7. Warranty and Limitation of Liability
ISOLTA PROVIDES THE SERVICE AND DOCUMENTATION "AS IS" WITHOUT ANY KIND OF WARRANTY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF CORRECTNESS, RELIABILITY, USABILITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ISOLTA'S TOTAL AGGREGATE LIABILITY TO COMPENSATE THE CUSTOMER (OR A THIRD PARTY) FOR THE COSTS OR DAMAGES CAUSED BY A BREACH OF AGREEMENT OR OTHER FACTOR SHALL NOT EXCEED AMOUNT OF SERVICE FEES (EXCLUDING VALUE ADDED TAX) RECEIVED BY ISOLTA FROM THE CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RAISE TO THE CLAIM. NEITHER OF THE PARTIES SHALL BE RESPONSIBLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF TURNOVER OR PROFIT, POSSIBILITY OF USE OR LOSS OF DATA.
LIMITATIONS OF LIABILITY SHALL NOT APPLY TO DAMAGES THAT HAS BEEN INFLICTED DELIBERATELY OR BY GROSS NEGLIGENCE OR TO THE DAMAGE THAT HAS ARISEN BECAUSE THE CUSTOMER HAS TRANSFERRED THE RIGHT(S) TO USE THE SERVICE TO A THIRD PARTY.
Neither of the parties shall be liable for delays and damages caused by an impediment beyond its control, which he could not have reasonably taken into account at the time of conclusion of the agreement and whose consequences could not reasonably have avoided or overcome ("force majeure"). This kind of factors are, including but not limited, third parties' defaults, errors or service breaks that occur in software or technical equipment such as in data networks. If a subcontractor of a party is in a force majeure situation, it shall also exempt the party from liability.
8. Fees and Invoicing
Unless otherwise is agreed in writing, the fees of the service shall be determined by a then current price list. Value added tax shall be added to prices. Isolta reserves a right to change the service fees by notifying the customer in writing at least one (1) month before the change comes into force. The new fees shall come into force in the next invoicing period. The customer has a right to give a notice before the new fees come into force.
The invoicing period is determined by the chosen service and it shall be defined in or connection with the order. The invoices shall be sent to the address provided by the customer.
Isolta has a right to interrupt the customer's service if a payment has not been made by the maturity date, and a right to collect interest for late payment in accordance with the Interest Act for the delayed amount and to collect a reminder fee and a possible reactivation fee in accordance with then current price list. The customer is liable for debt collection agency fees and other legal expenses caused by its delay.
9. User Register and Data Protection
This agreement will be governed by the laws of Finland. The parties shall try to resolve any controversy by negotiating. If this is not possible or the negations do not lead to acceptable results in reasonable time, the controversies will be litigated in the District Court of Helsinki, Finland.
A failure of a party to insist upon the performance of any or more of the terms or conditions of this agreement or a waiver of any term or condition of this agreement will not be deemed to be a waiver of any rights or remedies the party may have in subsequent similar situations.
If any of the agreement's terms or definitions will be considered void or invalid, it does not affect the agreement's validity or applicability in any other way, and the void or invalid term or definition shall be replaced by a new term that is legally as similar as possible to the replaced term or definition.
The agreement with its appendixes forms the whole content of the agreement between Isolta and the customer and it replaces all the previous messages, presentations and contracts between the parties regardless of whether they were oral or in writing.
11. Contact Information
More information in the agreement from the following address:
Kaisaniemenkatu 6 A
Tel: +358 0207 181 710