- Cloudia Ltd (hereinafter the Service Provider)
- Client (hereinafter the Client)
2. PURPOSE OF THE AGREEMENT
The purpose of this document is to agree upon the terms and conditions governing the use of the services provided by Cloudia.
The Service includes the Service Provider’s material protected by intellectual property rights.
This Agreement gives the Service Provider the right to use the information entered in or otherwise submitted to the Service in all of its legitimate business activities.
3. SERVICE PROVIDER’S RIGHTS AND OBLIGATIONS
3.1 The Service Provider has the right to provide the Service in the manner it sees fit and the right to change the content of the Service. The Service Provider is obliged to notify the Client in advance of any material changes by announcing them in the Service or by sending a notice to the contact address given by the Client.
3.2 The Service Provider has the right to temporarily suspend the Service if this is necessary for upgrading or changing the Service or for carrying out an alteration related to information networks.
3.3 The Service Provider is obliged to provide the highest possible quality of service. The Service Provider is responsible for the content it produces for the Service on an in-house basis. The Service Provider is not responsible for any material entered in the Service by the Client or third parties, or for any costs or damage incurred by the Client as a result of their use or for any other reason.
3.4 The Service Provider endeavours to keep the Service as well-functioning, fail safe and secure as possible. The Service Provider is obliged to remedy any disruptions without delay.
3.5 The Service Provider is expressly entitled to transfer the data submitted by the Client between different services.
3.6 The Service Provider has a permanent, global, transferable and free-of-charge right to use, transfer, copy, publish, edit and process any information and material entered in the Service by the Client.
3.7 The Service Provider is not liable for any direct or indirect damage caused by the use of the Service. The Service Provider’s maximum liability in any and all cases of damage is EUR 50,000. The limitation of liability does not apply to loss or damage caused wilfully or through gross negligence.
4. CLIENT’S RIGHTS AND OBLIGATIONS
4.1 The Client has the right to use the Service in accordance with this Agreement and in compliance with law and generally accepted practice.
4.2 The Client is obliged to provide error-free and correct information when registering to and using the service. The Client is fully responsible for the correctness of the material and information it has entered in the Service and, by virtue of this Agreement, relieves the Service Provider of all liability in the event that the information/material entered causes damage to any party.
4.3 The Client is obliged to correct immediately, and in any event no later than within 2 days, the information contained in the Client’s material or other material entered in the Service if it changes after the entry into force of this Agreement.
4.4 The Client is obliged to pay all charges related to the use of the Service to the Service Provider. The Client is responsible for its own costs when using the Service.
4.5 The Client is responsible for ensuring that the equipment, systems, software and communications connections it uses are data secure and do not cause damage to, or interfere with, the Service.
4.6 If the Client enters other parties’ personal data or other information in the Service, the Client is obliged to obtain consent from the parties concerned for the disclosure of such data and to inform the party concerned about the use of the entered data. The Client is fully liable towards the Service Provider for any damage and costs incurred if the third parties concerned make claims relating to the entered data.
4.7 The client is obliged to identify the secret or otherwise confidential material contained in the Client’s material as agreed upon in section 5 of this Agreement.
4.8 The customer is obliged to act in accordance with the law and regulations regarding all information entered into the service.
4.9 The use of shared access codes in the service is not permitted.
5. CLASSIFICATION OF THE CLIENT’S MATERIAL AS SECRET OR CONFIDENTIAL
5.1 The classification of the Client’s material or part thereof as secret or confidential shall be decided by the Client. The classification must comply with the then-current Finnish legislation.
5.2 The Client is obliged to identify any business and professional secrets included in the information submitted by the Client to the Service as well as other confidential or secret material by marking it accordingly when entering the information in the Service.
5.3 The Service Provider shall have the right to rely on the classification made by the Client, and the Client or a third party may not make claims against the Service Provider due to incorrect or insufficient classification or any loss or damage resulting from it.
6. PROCESSING OF INFORMATION
6.1 The Service Provider shall have the right to register and use the information submitted by the Client in accordance with this Agreement free of charge.
6.2 The Client shall have the legal right to access the data recorded on them as well as the right to check and amend, and request the deletion of, such data.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 This Agreement shall not transfer the Service Provider’s intellectual property rights to the Client in any respect.
7.2 Intellectual property rights to the Service and the material produced by the Service Provider belong to the Service Provider. Any intellectual property rights to the Client’s material belong to the Client subject to the exceptions provided for in this Agreement.
8. LIMITATIONS OF LIABILITY
8.1 The Service Provider is not responsible for the lawfulness or correctness of the information entered in the service by the Client, or that the Client’s material does not infringe upon the intellectual property rights of a third party. The Client shall be solely responsible for the lawfulness and correctness of the Client’s material and for its intellectual property rights.
8.2 The Service Provider shall not be liable for any errors or omissions made by the Client or a third party in the classification of secret or otherwise confidential material and, consequently, for any accidental entry or addition of secret or otherwise confidential material in the Service.
8.3 If the Client or a third party fails to perform or performs erroneously the identification pursuant to section 5.2 of the material referred to in section 5.1 above, the Service Provider shall not be liable for any loss or damage resulting from it ending up in the Service or Database.
8.4 The Service Provider shall not be liable for any act or omission by the Client or a third party as a result of which the material referred to in section 5.1 or part thereof ends up in the Database, or for any loss or damage incurred as a result of it.
9. FORCE MAJEURE
9.1 If the fulfilment of the obligations under the Agreement is prevented, complicated or delayed due to reasons which must be regarded as a force majeure circumstance, the Party shall have the right to delay its performance under the Agreement for as long as this is necessary in view of the circumstances. Examples of force majeure circumstances include, but are not limited to, strike, war, natural disaster, power outage or disruption in telecommunications or internet traffic. However, the economic situation of the Party concerned shall not be deemed a force majeure circumstance. In these circumstances, the Party concerned shall be relieved of its obligations and its liability to pay compensation for damage.
9.2 If the force majeure circumstance prevails for more than six months, both Parties shall have the right to terminate the Agreement without any sanctions.
10. AMENDMENT AND ASSIGNMENT OF THE AGREEMENT
10.1 Due to technological developments, legislative changes or other similar reasons, the Service Provider shall be entitled to unilaterally modify the terms and conditions of this Agreement in such a way that the original intent and purpose of this Agreement are realised irrespective of the changed circumstances.
10.2 The amendments to the Agreement shall enter into force two (2) weeks of the date when the Service Provider has notified the Customer of them.
10.3 The Service Provider shall have the right to assign this Agreement and its rights and obligations hereunder to a third party. The Client shall not have the right to assign the Agreement to a third party without the other Service Provider’s prior written consent.
11. ENTRY INTO FORCE AND TERM OF THE AGREEMENT
11.1 This Agreement shall enter into force when the Client has acceptably registered with the Service. Acceptable registration is deemed to have taken place when the Service Provider has provided the Client with user credentials to the Service. The Agreement shall remain in force for an indefinite term.
12. TERMINATION OF THE AGREEMENT
12.1 The Agreement can be terminated subject to a six (6) months’ notice. The termination shall be carried out by e-mail or in some other documented manner.
12.2 If a Party is in material breach of the Agreement and fails to remedy such breach within fourteen (14) days of receipt of a written notice to do so, the other Party shall have the right to terminate the Agreement with immediate effect.
12.3 A Party shall also have the right to terminate the Agreement with immediate effect if the other Party is declared bankrupt, placed in corporate restructuring proceedings or receivership or becomes otherwise insolvent.
13.1 This Agreement and its annexes fall within the scope of the Service Provider’s business and trade secret and may not be disclosed to any third party without the Service Provider’s permission.
14. GOVERNING LAW AND SETTLEMENT OF DISPUTES
14.1 This Agreement shall be governed by the law of Finland.
14.2 Any disputes related to this Agreement shall be primarily resolved amicably. Failing that, the disputes shall be settled by an arbitration tribunal consisting of a single arbiter in arbitration proceedings to be conducted in Joensuu in accordance with the rules of the Central Chamber of Commerce.