Terms of service
These Terms of Service (the “Agreement”) are concluded between you and the Affiliate of Efecte Plc (1509667-4) specified in the Purchase Order (“Efecte”). By in any way using the Cloud Services, the legal entity or company you represent (“Customer”) consents unconditionally to be bound and become a Party to this Agreement with Efecte. If the Customer does not unconditionally agree to the terms and conditions of this Agreement, any use of the Software or Cloud Services is strictly prohibited.
Unless the context otherwise requires, the following expressions have the meaning set out below (and where the context so admits the singular shall include the plural and vice versa):
"Affiliate" of a Party means any legal entity that is (i) directly or indirectly owning or controlling the Party, (ii) under the same direct or indirect ownership or control as the Party or (iii) directly or indirectly owned or controlled by the Party, for so long as such ownership or control lasts. Ownership or control shall exist through direct or indirect ownership of more than fifty percent (50 %) of the nominal value of the issued equity share capital or more than fifty percent (50 %) of the shares entitling the holders to vote for the election of the members of the board of directors or persons performing similar functions;
"Cloud Services" mean Efecte's proprietary software and related software products and applications, including any amendments, updates, upgrades, enhancements and new versions thereof or Documentation which is delivered to the Customer via information networks;
"Customer Material" means the Customer's data or material uploaded by the Customer to the Cloud Services or otherwise communicated to or made available to Efecte on behalf of the Customer for the provision of the Cloud Services or other material which is separately defined as Customer Material by Efecte and the Customer;
"Documentation" means the Efecte proprietary manuals and other documentation and material for the Cloud Services and Support Services;
"Intellectual Property Rights" mean (i) patents, inventions, designs, copyright and related rights, database rights, trade marks and related goodwill, trade names (whether registered or unregistered) and rights to apply for registration; (ii) proprietary rights in domain names; (iii) knowhow and confidential information; (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect anywhere in the world;
"Party" or "Parties" mean(s) Efecte and/or the Customer, as the context may require;
"Purchase Order" means the Purchase Order specifying the Cloud Services and Support Services as well as price, payment and other commercial terms related thereto and concluded between the Reseller and Customer or Efecte and Customer, as the case may be;
“Reseller” means the legal entity who is authorized to resell Efecte’s Cloud Services to Customers and who is identified as the Reseller in the Purchase Order. If the Customer has purchased the Cloud Services directly from Efecte, the references to Reseller in this Agreement are not applicable;
"Service Description(s)" mean(s) the service description specified in the Purchase Order describing the Cloud Services, the Support Services and any service levels;
"Software" means Efecte's proprietary software and related software products and applications, including any amendments, updates, upgrades, enhancements and new versions thereof;
“Support Services” mean support services for the Cloud Services provided by Efecte, optionally available if so specified in the Purchase Order, specified in Section 2.9 below.
"Third Party Software" means any software, software products or software services developed by a third party or the Intellectual Property Rights of which belong to a third party, but which are supplied by the Reseller or Efecte in or in connection with the Cloud Services;
“Working Day” means Monday through Friday, excluding public and bank holidays in Finland.
2 Provision of services
2.2 The agreed term of the Customer’s license to use the Cloud Services, and the Support Services, if applicable, (“License Period”) and the type and number of licenses to use the Cloud Services, including any limitations to the use of the Cloud Services or Support Services (“User License”) are specified in the Purchase Order. Customer may not use or otherwise access the Cloud Services in a manner that exceeds Customer’s authorized use under the Agreement and the Purchase Order.
2.3 Customer shall pay for the Cloud Services provided hereunder at such prices and upon such terms as have been agreed in the applicable Purchase Order. If the Customer has concluded the Purchase Order with a Reseller, any warranty claim or claim for partial or total refund of fees paid hereunder, or for service credits must be made to the Reseller, not Efecte.
2.4 Efecte shall deliver the Cloud Services to the Access Point to enable the use by the Customer as set out in this Agreement and the Purchase Order.
2.5 The Customer shall be responsible for its devices, systems, applications, connections and software as well as their functionality. The Customer shall be responsible for the protection of the Customer’s data communications and data systems and costs for communications and other comparable costs related to the use of the Cloud Services. The Customer shall be responsible for preparing the hardware, connections, software and data systems to meet the operating environment specifications delivered by Efecte.
2.6 Efecte reserves the right to make changes to the Cloud Services, including this Agreement, at any time. If a change made by Efecte has a material adverse effect on the agreed functionality of the Cloud Services or the agreed service levels, Efecte shall inform the Customer of such change at least thirty (30) days before the effective date of the change. In such case the Customer shall have the right to terminate the Agreement subject to a thirty (30) days' prior written notice. The termination notice shall be delivered to the Reseller, or if the Purchase Order has been concluded with Efecte, Efecte, in writing no later than fourteen (14) days prior to the effective date of the change.
2.7 Efecte shall always have the right, but shall have no obligation to make changes to the Cloud Services that (i) concern or relate to the production environment of the Cloud Services and do not have a material adverse effect on the agreed contents of the Cloud Services or the agreed service level, (ii) are necessary to prevent any data security risk to the Cloud Services or (iii) result from law or an administrative order. For the avoidance of doubt, the Customer shall not have a right to terminate the Agreement due to changes set out in this Section 2.7.
2.8 The Cloud Services shall be provided in compliance with the service levels set out in the Service Description. A failure to comply with any service level shall not be construed to be a breach of this Agreement.
2.9 Support Services are provided by Efecte only if specifically so agreed in the Purchase Order. The scope of Support Services provided by Efecte is described in detail in the Purchase Order and the Service Description. Efecte reserves the right to make changes to the Support Services at any time. If a change made by Efecte has a material adverse effect on the use of the Cloud and/or Support Services, Efecte shall inform the Customer and the Customer has the rights as set out in Section 2.6 above.
2.10 The Support Services concern the use of the Cloud Services. Efecte does not separately offer Support Services applicable to Third Party Software, integrations or any other software, products or services supplied by third parties. The provisions concerning Support Services in this Agreement are not applicable to any Support Services provided by the Reseller or any other third party.
2.11 Efecte shall have the right to suspend the provision of the Cloud Services for a reasonable period of time if this is necessary in order to perform installation, change or maintenance work in respect of the Cloud Services or if such suspension results from installation, change or maintenance work in respect of public communication networks. Efecte shall also have the right to suspend the provision of the Cloud Services due to a data security risk to the Cloud Services or if applicable laws or administrative orders require Efecte to do so.
2.12 Efecte shall always have the right to suspend the Cloud Services, if the Customer is in default with its payment of any Fees due under the Agreement and does not pay such Fees despite a request to pay within fourteen (14) days from the date of such request. The suspension may be continued until the Customer has paid all Fees due under the Agreement.
2.13 Efecte may suspend the Cloud Services and Support Services if the Customer ceases to conduct its business, is adjudicated in bankruptcy or liquidation or corporate restructuring, is found insolvent in recovery proceedings or if a material default in payment has been registered to the Customer.
3 Grant of use rights
3.2 The Customer's right to use the Cloud Services is limited to the Customer's internal business operations and internal business purposes only and is always limited to the number of valid User Licenses. The Customer may not use the Cloud Services for the benefit of any third party or grant any third party access to use the Cloud Services. Notwithstanding the aforementioned, the Customer shall have the right to grant is Affiliates access to Cloud Service subject to the terms and conditions of this Agreement. The Customer shall also have the right to grant third parties access to the Cloud Services solely for the benefit and on the behalf of the Customer where (i) the Cloud Services form a part of a service the Customer is offering to its own customers, or (ii) where third parties (such as agency-hired labour or consultants) are performing work for or behalf of the Customer and they require access to the Cloud Services for such purpose.