Terms of Service
These terms of service shall apply to software services delivered by Plan Brothers Ltd, a Finnish private limited company with Business ID 1942073-4, having its registered address at Annankatu 27 A, FI-00110 Helsinki, Finland (“supplier”) via data network.
The “service(s)” mean(s)d all cloud-based infrastructure and software services provided by the supplier to the customer. The parties expressly acknowledge that the services are neither intended nor fit for use by consumers.
The “customer” means the user of the service, and/or the person or entity with whom the supplier has made a separate contract regarding the use of the services.
The “customer data” means all data stored to the service by the customer or someone on behalf of the customer.
The “contract period“ means the term of the agreement for paid service(s).
The “agreement” is comprised of these terms, service descriptions, possible written contract and other annexes attached to or referred to therein.
These terms of service shall apply between the customer and the supplier with regard to services unless otherwise expressly agreed in writing. By using the service, the customer accepts these terms as binding.
1. The services
1.1 Service descriptions. The services and their individual functionality and features are described on the service description each product.
1.2 Use of service. The supplier provides the technical platform, agreed features and maintenance of the services. The customer responsible for the use of the service and expenses incurred therefrom.
1.3 Personnel training. The service shall include tasks related to the training of the customer’s personnel and deployment of the service only to the extent agreed in writing.
1.4 Free services. The supplier may provide a service or a part thereof free of charge, for example, as a free trial, for test use or other such purpose. In addition to these terms of service, such free use may be subject to additional terms and instructions as provided by the supplier. The supplier may discontinue any free service or remove any free feature at any time, without reason or prior notice and the supplier shall not be liable for any damages or expenses incurred by the customer thereof.
2. Term and termination of the agreement
2.1 Term of the agreement. These terms shall apply always, when the customer uses the service. The agreement remains in effect until further notice.
2.2 Termination of the agreement. The customer may always terminate the agreement with regard to free services, by removing its user IDs and all customer data from the service. The supplier may terminate the agreement and stop providing free services subject to 30 day notice period.
2.3 Length of the contract period. The length of the contract period for paid services is declared in the agreement. Unless otherwise specified, the contract period will be one calendar year.
2.4 Commencement of the contract period. If not otherwise agreed, the contract period shall commence on the day when a particular paid service is available for the customer.
2.5 Renewal contract period. Paid service may be terminated by a giving a written notice to the other party at least 30 days prior to the end of the contract period. If paid services are not terminated 30 days prior to the end of the contract period, the agreement shall be automatically extended for each subsequent contract period of the same duration.
3. Customer’s hardware and equipment
3.1 The customer shall be responsible for acquiring and maintaining the functional status of the hardware, connections and software that the customer needs to use the service. The customer shall be responsible for the protection of customer’s data system and telecommunication and other comparable costs related to use of the service. The customer shall be responsible for preparing the hardware, connections, software and data systems to meet the operating environment specifications delivered by the supplier, and for ensuring that the service fulfils customer’s intended purpose.
4. Service level
4.1 The parties shall agree in writing the content and service level of the service and possible consequences of any deviation from the service level. If the content and service level of the service have not been agreed, section 8 of these terms of service shall apply.
5. Changes to the service and the terms of service
5.1 Further development. The supplier aims to maintain only one version of any particular service at a time. The supplier shall be entitled to develop its services at its sole discretion. Therefore, the supplier may effect changes to the content, appearance, features and production environment.
5.2 Changes requested by customer. Implementation of any changes to services requested by the customer will be always agreed in writing.
5.3 Changes to these terms. The supplier shall have the right to modify these terms of service, service descriptions and any service-specific terms provided that such changes are announced on the supplier’s website well before the changes come into effect. By continuing to use the service, the customer accepts such changes.
6. Rights and customer’s data
6.1 Rights to service. The title, copyright and all other intellectual property rights to the service, it’s appearance, trademarks, logos and symbols and amendments thereto shall belong to the supplier or a third party or a licensor. The supplier grants the customer a non-exclusive non-transferable licence to use the service solely in executable form and only to the extent necessary for use of the service and for no other purpose.
6.2 Customer data. The intellectual property rights and the title to all data transferred to the service by the customer shall belong to the customer or a third party. The supplier has the right to use such data only for the purposes of the agreement. The customer agrees not to save to or send material through the service that may be deemed illegal or inappropriate.
6.3 Storage of customer data. The supplier’s responsibility to store the customer’s data terminates 60 days from termination of the agreement, after which the supplier shall destroy the customer data unless the customer has requested return of the customer data. The supplier shall have the right to charge for the collection, processing and delivery of the information in accordance with according to its then current pricing principles. However, the supplier shall be entitled to destroy or retain the customer data to the extent required by law or regulation by authority.
6.4 Copyright Infringements. The customer agrees not to save material protected under copyright laws to the service unless the customer has the rights to use such material in the service. The supplier has the right to prevent displaying of such material on the service and the right to remove such material from the service. The customer shall at its own expense indemnify the supplier against claims presented against the supplier, and compensate all damages to the supplier arising from such claims.
7. Use of the service and the suspension of service
7.1 User IDs. The customer shall be responsible for ensuring that its users maintain user names and passwords diligently and do not disclose them to third parties. The customer will be responsible for activities that occur under the customer’s service account, including actions taken by the customer’s employees and other representatives as well as their compliance with this agreement.
7.2 Unauthorized use. The customer must promptly notify the supplier if the customer suspects that an unauthorized third party is using, or may have access to, the service or the customer’s service account. The notice can be made by e-mail to email@example.com.
7.3 Denial of access due to breach of these terms. The supplier shall have the right to deny the customer access to the service, if the supplier reasonably suspects that the customer is in breach of these terms of service or the agreement, or if the customer has not paid due charges.
7.4 Denial of access due to harmful use. The supplier shall have the right to deny the customer access to the service without first hearing the customer, if the supplier reasonably suspects that the customer burdens or uses the service in such a manner as to jeopardise the delivery of the service to other users. The supplier shall without undue delay inform the customer of the reasons for such denial.
8. Service level and interruptions in the service
8.1 The supplier will seek to keep the service available for the use of the customer without interruptions. However, the supplier does not guarantee that the service is error-free or available to the customer without interruptions. Unless expressly agreed in writing, the supplier shall have the right to suspend delivery of the service for a reasonable duration if this is necessary in order to perform installation, change or maintenance work in respect of the service and such installation, change or maintenance work cannot be performed at a reasonable cost without suspension of the service. The supplier will seek to inform the customer of the interruptions in good time beforehand.
9. Prices, payments and invoicing
9.1 Currency. The currency to be used for prices and invoicing is the Euro.
9.2 Default prices. If a price for a service has not been agreed in the Contract or otherwise, the price in the supplier’s current price list shall apply to the service in question.
9.3 Public charges. Value added tax shall be added to the prices in accordance with the then current regulations. If the amount of public charges determined by the authorities or their collection basis change due to changes in the regulations or taxation practice, the prices shall be revised correspondingly.
9.4 Payment term. The supplier will invoice for recurring charges and other periodically invoiced charges in advance. The payment term is 14 days net from the date of invoice. Interest on delayed payments accrues in accordance with the Finnish Interest Act.
9.5 Surcharge. If the total amount of an invoice payable by the customer is less than one hundred (100) euros not including VAT, or if the chosen invoicing method is a paper invoice or e-mail invoice, the supplier has the right to add an invoicing surcharge stated in the current price list.
10. Changes in prices
10.1 Price adjustments. The supplier shall be entitled to adjust the charge of a service by notifying the customer of the change at least 60 days before the effective date of the change. If the agreement is made for a contract period with automatic renewal, the supplier may change the prices by notifying of the change 60 days prior to the start of the new term.
10.2 Adjustment due to expansion of services. If the customer’s use of service expands from the original agreement during a contract period, the supplier shall be entitled to charge a surcharge for the expanded service in proportion to the remaining contract period.
11.1 Confidentiality obligation. Each party shall keep in confidence all material and information received from the other party and marked as confidential or which should be understood to be confidential, and may not use such material or information for any purposes other than those set out in the agreement.
11.2 Survival. This confidentiality obligation shall survive the termination of the agreement.
11.3 Limitation to confidentiality obligation regarding Pelsu service. As part of the features and nature of Pelsu service, all or a part of the information entered by the customer can be publicly seen on the data network without logging into the service. The customer is always responsible for any confidentiality obligations related to the information that it transfers to Pelsu service, or that is transferred to Pelsu service on behalf of the customer by the supplier. The customer undertakes not to transfer any information to the service which may not be publicly displayed.
12. Privacy and personal data
13. Limitation of liability and damages
13.1 No warranty. The services are provided on “as-is” and “as-available” basis, and the supplier will not give the customer any warranty or guarantee, express or implied, for the services, including but without limitation to warranties of merchantability, fitness for any particular purpose, performance, or non-infringement. The parties expressly note that the services are not designed to be error-free or uninterrupted and therefore they are neither intended nor fit for purposes that require fail-safe performance.
13.2 Information available in the service. The supplier is not liable for any direct or indirect damages to the customer or to a third party due to erroneous, inadequate or ambiguous information stored in the service. Unless stated otherwise, the information contained on this site (i) is for general guidance on matters of interest only and shall not be a substitute for professional advice, including but not limited to financial, legal and medical advice, and (ii) does not constitute an offer of or solicitation for the purchase of products or services.
13.3 Unpaid charges. The supplier is not liable for damages or losses to the customer or to a third party caused by termination of or interruption in the service due to an unpaid service charge.
13.4 Maximum liability. The maximum liability of the supplier for damages shall not, excluding possible liquidated damages payable due to delay, service credits or other similar contractual penalties or credits, exceed in aggregate the calculatory monthly price for service at the point of breach of contract, excluding value added tax, multiplied by 12.
13.5 Indirect damages. Neither party shall be liable for any indirect or consequential damage. Indirect or consequential damage shall mean, inter alia, loss of profits or damage caused due to decrease or interruption in turnover or production.
13.6 Confidentiality. The limitations of liability shall not apply to liability caused by breach of section 11 (confidentiality) or wilful conduct or gross negligence.
14. Force majeure
14.1 Force majeure. Neither party shall be liable for delay and damage caused by an impediment beyond the party’s control and which the party could not have reasonably taken into account at the time of conclusion of the agreement and whose consequences the party could not reasonably have avoided or overcome. Such force majeure events shall include, if not proven otherwise, inter alia, war or insurrection, earthquake, flood or other similar natural catastrophe, interruptions in general traffic, data communication or supply of electricity, import or export embargo, strike, lockout, boycott or other similar industrial action. A strike, lockout, boycott and other similar industrial action shall also be considered, if not proven otherwise, a force majeure event when the party concerned is the target or a party to such an action.
14.2 Sub-contractors. A force majeure event suffered by a subcontractor of a party shall also be considered a force majeure event in relation to the party if the work to be performed under subcontracting cannot be done or acquired from another source without incurring unreasonable costs or significant loss of time.
14.3 Notice of force majeure. Each party shall without delay inform the other party in writing of a force majeure event and the termination of the force majeure event.
15. Cancellation of the agreement
15.1 The supplier shall be entitled to cancel the agreement wholly or in part if the customer has not paid a due and correct payment within 30 days of a written overdue payment reminder.
16. Applicable law and settlement of disputesv
16.1 Applicable law. The agreement shall be governed by the laws of Finland without regard to its choice of law rules, including the UN CISG and any choice of law principles that could lead to application of a law of a country any other than Finland.
16.2 Disputes. Any dispute, controversy or claim arising out of the agreement shall be resolved in the district court of Helsinki.
17.1 In case of any discrepancies between the documents of the agreement, the lower enumeration shall take precedence before a higher enumeration in the following order: 1) the written contract; 2) these terms of service; 3) service descriptions; 4) the order approved by the supplier and; 5) other annexes.
18. Miscellaneous terms
18.1 Reference. The supplier may use the customer’s name and logo as a reference in marketing and other corporate communications.
18.2 Assignment. The supplier shall have the right to subcontract its obligations under the agreement. The supplier may assign the service, it’s maintenance or other responsibilities and duties and this agreement to a third party. The customer shall not have the right to transfer this agreement or its right to use the service to a third party without a prior written consent of the supplier.
18.3 Notices. Notices regarding the agreement shall be made to the contact person specified in the agreement, contract or order confirmation. Each party shall inform the other party without delay of any change in the contact person or contact details.