These Terms and Conditions of Simultem Oy (the “Supplier”), a corporation incorporated in Finland under company registration number 3093200-1 (the “Terms and Conditions”) apply to the procurement and use of the Service as specified below. The Terms and Conditions constitute a contract between the Supplier and the Customer. The Customer accepts the Terms and Conditions when the Service has been subscribed and the Terms and Conditions have been accepted by the Customer. A person who accepts these Terms and Conditions on behalf of the Customer represents and warrants that they have authority to accept the Terms and Conditions.
The Service refers to the application named Profiles provided by the Supplier to the Customer via internet in accordance with the Terms and Conditions.
The Service is standardized. The Customer is responsible for ensuring that the Service is suitable and meets the requirements for their intended use. The Supplier does not warrant that the results of using the Service will meet the requirements of the Customer.
The Supplier may provide the Customer with instructions for the use of the Service. The Customer is responsible for complying with such instructions.
The Customer acknowledges that programs executed in the Service may take an extended period, potentially lasting several hours, depending on the task.
The Customer acknowledges that while the Service aims to replicate digital elements with accuracy, errors and misunderstandings may occur. The Customer is responsible for verifying the results.
The Customer acknowledges that complex software is never wholly free from defects, errors, bugs or security vulnerabilities and subject to the other provisions of these Terms and Conditions, the Supplier gives no warranty or representation that the Service will be wholly free from defects, errors, bugs and security vulnerabilities.
The Supplier is responsible for ensuring that the Service comply with the Terms and Conditions and that the responsibilities of the Supplier are performed in accordance with the Terms and Conditions, with due care and professionality.
The Supplier assumes no responsibility for the Customer’s use of the Service other than expressly stated in the Terms and Conditions.
The Customer is responsible for ensuring that the responsibilities of the Customer are performed in accordance with the Terms and Conditions and, with due care and professionality. The Customer must use the Service in compliance with applicable laws.
The Customer is responsible for:
i) the proper functioning of the devices, connections, and software necessary to use of the Service;
ii) the costs of telecommunication and other related connections necessary for the use of the Service; and
iii) ensuring that such devices, connections, software and information systems meet the compatibility requirements for the platform of the Service.
The Customer must provide the Supplier with sufficient and accurate information as are reasonably necessary to enable the Supplier to perform its obligations under the Terms and Conditions. The Customer is responsible for the provided information and its updates. The Customer must reasonably cooperate in the delivery of the Service.
The Customer may grant access to the Service only to its designated users. Such designated users must comply with the Terms and Conditions. The Customer ensures that the designated users are aware of the content of the Terms and Conditions before using the Service.
The Customer will receive the log in details necessary for using the Service when subscribing the Service. The Customer is responsible for all use of the Service under its log in details and for maintaining the confidentiality of such log in details. The Customer must without delay notify the Supplier of any misuse of the Customer’s accounts or log in details or any security issues related to the Service.
Upon the Supplier’s written request, the Customer must change its log in details, if necessary, for example, due to a security threat to the Service.
The Supplier hereby grants the Customer a right to use the Service.
The Customer has a right to use the Service in accordance with the Terms and Conditions. Both the Customer and third parties acting on behalf of the Customer are entitled to use the Service only for business of the Customer during the Subscription Period.
The Customer is not entitled to grant a right to use the Service to third parties without the Supplier’s written consent. The Customer is responsible for the use of the Service by the third parties as its own.
The Subscription Period is one month at a time, with the first Subscription Period commencing on the day of the acceptance of the Terms and Conditions.
The Subscription Period renews automatically for a new one month period at the end of each Subscription Period, unless either of the parties cancels the subscription of the Service in accordance with section 9.
The Service is billed in advance on a recurring monthly subscription basis. The price of the Service is based on the price list of the Supplier. Prices are presented in euros, and the billing currency is euros.
The Supplier has a right to adjust the price of the Service by notifying the Customer of such adjustments. Any change in the price of the Service will become effective from the commencement of the next Subscription Period.
The Supplier has a right to charge for a product or service ordered separately in writing by the Customer, which is not included in the Service, according to the Supplier’s current price list.
The Supplier has the right to charge for additional costs incurred due to incorrect information provided by the Customer or for other similar reasons attributable to the Customer, according to the Supplier’s current price list.
The Supplier has the right to suspend the use and supply of the Service, if:
i) the Supplier has a justified reason to suspect that the Customer has used the Service for illegal or inappropriate activities;
ii) the Customer violates the Terms and the Conditions or the instructions given by the Supplier for the use of the Service;
iii) there are installations, modification, or maintenance of the public communications network;
iv) there is a serious security threat to the Service;
v) required by the law or regulatory order; or
vi) force majeure event specified in section 11 occurs. The Supplier will notify the Customer of such suspension reasonably in advance.
The Supplier has the right to suspend the supply of the Service for a reasonable period of time, if it is necessary due to installation, modification or maintenance of the Service and the installation, modification or maintenance cannot be carried out by reasonable means without interrupting the provision of the Service.
The Supplier has the right to make changes to the Service that
i) concerns the platform of the Service and does not affect the content of the Service;
ii) is necessary to prevent a security threat to the Service; or
iii) is due to a law or government order. The Supplier shall notify the Customer of such changes well in advance or, if this is not possible, as soon as possible after the Supplier has become aware of such fact. Such notifications can be made in the Service platform or by email.
The Supplier has the right to make any other change to the Service after notifying the Customer in writing at least thirty (30) days before the effective date of the change.
The immaterial rights to the Service and the Supplier’s material and any changes made to them belong to the Supplier or a third party.
No immaterial rights to the Service and the Supplier’s material are granted to the Customer, unless otherwise stated in the Terms and Conditions. The Customer is not entitled to make any modifications, copy, or distribute the content of the Service without prior authorization from the Supplier.
The Supplier may provide the necessary information and notifications:
i) by email to the address provided by the Customer when logging into the Service; or
ii) in the Service at a designated location.
Notifications provided by the Supplier in the manner described above shall be deemed to have been sent and brought to the attention to the Customer in writing.
Each party has a right to cancel the subscription of the Service to take effect at the end of the current Subscription Period. The subscription of the Service must be cancelled at least thirty (30) days before the end of the current Subscription Period.
Either party may cancel the subscription of the Service immediately by notifying the other party, if the other party:
i) fails to pay any fee or payment due under the Terms and Conditions when it becomes due, and such payment has not been made within fourteen (14) days after written notice of the other party; or
ii) commits a material breach of the Terms and Conditions, and if the breach is capable of being remedied, fails to remedy such breach within fourteen (14) days after written notice of such breach.
If the subscription of Service is cancelled for any reason, the Customer shall not be entitled to claim compensation for lost revenue or any other losses, expenses, or investments.
Upon the cancellation of the subscription of the Service, the Customer shall no longer have access to the Service, and the Terms and Conditions shall no longer be binding on the parties.
The Supplier shall not be liable for any consequences arising out of the use of the Service, including, but not limited to destruction, loss or alteration of data or any files and for any damages and expenses caused by this.
The parties shall not be liable for any consequential or indirect damaged caused to the other party such as, for example, loss of profit, reduction or interruption of production or turnover, or any other revenue or benefit not received or lost.
The maximum liability of the Supplier to the Customer for any event giving rise to a claim, shall not exceed six (6) months billing. The Customer shall claim damages from the Supplier in writing within one (1) month of date that Customer discovered or should have discovered the defect in the Service on which the compensation is based.
The limitations of liability do not apply to the damage caused by the use of the Service in violation of the Terms and Conditions or intentionally or through gross negligence.
The Customer shall not, without the prior written consent of the Supplier, disclose to any third party any confidential information received from the Supplier (whether oral, written, electronic, or otherwise). Confidential information includes any materials and information related to the Service and all business-related information of the Supplier. The Customer shall not use confidential information for any purpose other than fulfilling its responsibilities under the Terms and Conditions. This confidentiality obligation shall remain in effect for three (3) years following the termination in accordance with section 9.
The confidentiality obligation does not apply to the information that is:
i) publicly available or becomes publicly available without breach of the Terms and Conditions;
ii) received from third parties;
iii) known to the Customer prior to accepting the Terms and Conditions; or
iv) developed by the Customer without using confidential information.
Subcontractors. The Supplier has a right to have its tasks under the Terms and Conditions performed by a subcontractor. The Supplier is responsible for the operations of its subcontractor as if its own.
Information security. The parties shall take care of and be responsible for information security in accordance with applicable legislation.
Neither party shall be liable for the information security of the public communications network or for any disturbances that may occur therein.
Processing of personal data. If the Supplier processes personal data on behalf of the Company, this shall be agreed upon separately.
The applicable personal data practice for the Service valid from time to time are described more detailed in the Privacy Policy available on the Supplier’s website.
Force Majeure. A party shall not be liable for any delay or damage caused by an obstacle beyond its control that it could not reasonably have been expected to take into account at the time agreeing to the Terms and Conditions and the consequences of which it could not reasonably have avoided or overcome, provided that the party notifies the other party of such obstacle in writing without undue delay. Unless proven otherwise, force majeure shall include, for example, war, insurrection, earthquake, flood or other comparable natural disasters, interruption of public transportation, public telecommunications, or public electricity supply, import or export bans, strikes, lockouts, boycotts, or other comparable labor disputes. A strike, lockout, boycott, or other comparable labor dispute shall also be deemed, unless proven otherwise, a force majeure event when the party itself is the target or participant of such an action. A force majeure event affecting the party’s subcontractor shall also be considered a force majeure event for the party. The party must notify the other party of the force majeure event and its cessation.
Assignment. The Customer must not assign or transfer its contractual rights under these Terms and Conditions, in whole or in part, without the prior written consent of the Supplier. Such consent shall not be unreasonably withheld without valid reasoning if the transferee commits in writing to comply with the Terms and Conditions and the transfer occurs in connection with a business transfer. The Supplier shall have the right to assign its receivables under the Terms and Conditions to a third party.
Amendments. These Terms and Conditions and any other instruction or document relating to the use of the Service, may be amended by the Supplier with unilateral notice.
Governing law. These Terms and Conditions shall be governed by the laws of Finland.
Disputes. Any disputes arising out of or in connection with the Terms and Conditions or the use of the Service shall be resolved through arbitration. The arbitration shall take place in Helsinki, Finland, conducted in English and in accordance with the Arbitration Rules of the Central Chamber of Commerce of Finland. The arbitral tribunal shall consist of a single arbitrator.