1. General
These Terms of Service (the “Terms”) govern the use and the provision of Service by Sales Led Oy (“Clevenio”) to the customer (the “Customer”). By accepting these General Terms and Conditions as part of an offer for or order of the Service or using the Service, the Customer accepts these Terms and agrees to abide by them.
Clevenio may revise these Terms from time to time and the most current version will always be posted on Clevenio’s website and apply to the Customer’s use of the Service. By continuing to access or use the Service after revisions become effective, the Customer agrees to be bound by the revised Terms. In case the change of the Terms is material, Clevenio may inform the Customer of the changes in a way it deems best.
2. Definitions
The following capitalized terms shall have the meaning set out below:
“Agreement” means the Order or a sales agreement between the Parties and any appendices attached thereto as well as any documents or terms referenced in the Order (including without limitation these Terms).
“Customer Information” means all data and materials that the Customer generates in or submits to Clevenio or the Service (including business information, presentations and documentation) that may concern the Customer or a third party, save for General Usage Data.
“General Usage Data” means general and anonymous usage, statistical and aggregate data pertaining to the Customer’s or its users’ use of the Service (including anonymous analysis of Customer Materials).
“Intellectual Property Rights” means copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.
“Fees” mean the license and service fees payable for the provision of the Service to the Customer as further agreed in the Agreement.
“Order” means a written (including electronic form) order or offer regarding Customer’s subsription purchase of a right to use the Service as executed between the Customer and Clevenio, including orders made per email and including offers for the Service by Clevenio, accepted by the Customer by signature or otherwise (e.g. per email or by placing an order with Clevenio).
“Party” means the Customer or Clevenio (jointly the “Parties”).
“Service” means Clevenio’s Clevenio product which is a software platform for sales and marketing and any further developments, updates, and versions thereto.
“Subscription Period” means the term during which the Customer is entitled to use and has access to the Service in accordance with the Agreement.
3. Provision of the service
Subject to the terms and conditions of the Agreement and the due payment of any applicable fees, Clevenio hereby grants to the Customer and the Customer hereby accepts a limited, non-exclusive, nontransferable, and non-sublicensable right for the Customer to use the Service in the Customer’s and its group companies’ internal business purposes during the Subscription Period as set out in the Order. Any further use purposes may be separately agreed in the Agreement or Order.
The Customer agrees to comply with the volume licenses and amount of user rights agreed in the Agreement. Clevenio may monitor the Customer’s compliance. If the Customer has underpaid Fees or that the Customer has used the Service in excess of the licenses or user rights amounts purchased by the Customer, the Customer shall compensate such underpayment and/or excess usage based on the then-current price list of Clevenio.
The Customer understands that the Service may be inaccessible, unavailable or inoperable for any reason including maintenance. Clevenio shall at all times have the right to temporarily suspend the provision of the Service. The Customer acknowledges that interruptions to the availability of the Service may also occur, for example, in the event of data connection or network disruptions or in case of interruptions in third-party services. Clevenio shall in no event be liable for such interruptions.
Clevenio may at its sole discretion at any time modify, update and implement new versions of the Service or a part thereof. Subject to the termination periods agreed herein, Clevenio may also, at its sole discretion at any time cease to provide the Service.
3.1 Usage restrictions
The Customer is not permitted and not entitled to permit others to do any of the following: (a) copy, modify, distribute, rent, sub-license, sell, lease the Service or otherwise make them available to or grant access to third parties without the prior written consent of Clevenio; (b) circumvent or try to circumvent any usage control or anti-copy functionalities of the Service; (c) reverse engineer or decompile the Service or access the source code thereof, except as permitted by law, provided, however, that this limitation shall only apply to those parts of Service and the source code thereof that are proprietary to Clevenio and does not limit the application of permissive terms and conditions pertaining to any third party components used in the Service; (d) use the Service in violation of applicable law and/or export restrictions in force in any jurisdiction that may be applied to the provision of the Service; (e) use the Service in ways that violate Intellectual Property Rights, business secrets, or privacy rights of third parties; (f) use the Service for the purposes of reselling the Service to third parties except as expressly consented by Clevenio prior commencing such activity; (g) remove any product identification, copyright, trademark or other notice from the Service; and (h) upload or transfer viruses, worms, trojan horses, or any malicious code to the Service.
Clevenio shall have the right to deny the Customer’s use of the Service without any prior notice to the Customer if Clevenio suspects that the Customer uses the Service in violation of the terms of the Agreement.
3.2 Customer’s General Obligations
The person accepting the Agreement represents that it has the authority to bind the Customer to the Agreement. The Customer shall ensure that all details provided regarding the Customer’s contact information and billing information where applicable, are correct and undertakes to update such information as soon as possible in case such information has changed.
The Customer shall acquire and maintain the equipment, connections, and software required for using the Service on its own account. The Customer must protect its Customer Information and take care of back-up copies. Clevenio cannot be held responsible for any expenses resulting from loss or corruption of the Customer Information or return or storage of the Customer Information.
The Customer shall ensure the confidentiality of the user ID(s) and password(s) required for using the Service and avoid disclosure thereof to third persons. The Customer is fully responsible for any activities performed using ID(s). The Customer shall immediately notify Clevenio of any unauthorized use of user ID(s) or of other breaches of security.
The Customer agrees that it shall indemnify and hold Clevenio harmless from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable legal fees and expenses) associated with any claim or action brought against Clevenio that may arise from the Customer’s use of the Service in breach of the Agreement, including claims that the Customer Information infringe the Intellectual Property Rights of third parties or violates the privacy rights of any individual under applicable laws.
4. FEES AND Payment terms
4.1 Fees
For the use of the Service, the Customer shall pay the Fees as set out in the Agreement. All prices are exclusive of VAT and any other applicable taxes or fees/payment charges imposed by public authorities or financial institutions from time to time. Such taxes and fees shall be added to the prices and be borne by the Customer.
Clevenio shall be entitled to adjust the Fees with a thirty (30) day prior written notice to the Customer.
All payments made in accordance with the Agreement are non-refundable. For clarity, in the event of early termination, the Customer shall not be entitled to a refund of any prepaid fees.
4.2 Payment term
The payment term is defined in the contract separately. The payment shall not be subject to set off, deductions or counterclaims by Customer. Supplier shall also have the right to charge an interest rate in accordance with the Finnish Interest Act on any overdue payments.
Without prejudice to its other rights, Clevenio may temporarily disable the Customer’s access to or cease providing the Service in the event the Customer has overdue payments in excess of payment term.
5. Intellectual property Rights
5.1 Customer Information
The Intellectual Property Rights and the title to Customer Information shall belong to the Customer. Clevenio may use, copy, store, and modify Customer Information during the term of the Agreement for the purpose of providing the Service to the Customer in accordance with the Agreement. Clevenio agrees to treat Customer Information as confidential information in accordance with Section 7 below.
The Customer shall be responsible for the Customer Information and shall be liable for ensuring that Customer Information does not infringe any third-party rights or violate applicable legislation, and that the Customer possesses such necessary licenses and permissions from third parties as may be required to use the Customer Information as set out herein.
Upon termination of the Agreement, the Customer shall primarily use the features of Service in transferring Customer Information to the Customer. After termination of the Agreement, Clevenio will cease processing the Customer Information in the Service.
5.2 Company’s Property
The software and other technology used to provide the Service and any amendments thereto are or may be protected by copyright, trademark, and other Intellectual Property Laws of respective jurisdictions and belong to us and remain our property or a third party.
In addition to the right to use the Service in accordance with the Agreement, the Agreement does not grant the Customer any right, title, or interest in the Service or related software or technology, or the content in the Service or related Intellectual Property Rights. Clevenio has the right to use any feedback (including all suggestions, comments, feedback, ideas, source code, and/or know-how) the Customer sends or supplies to Clevenio in any form.
Clevenio shall have the right to generate and obtain General Usage Data from the Customer’s and its users’ use of the Service for the purposes of e.g. developing and improving the Service. The Intellectual Property Rights and title to General _age Data shall belong to Clevenio. For clarity, General Usage Data shall not in any event be used in a manner that identifies the Customer or any natural person or any Customer Information.
6. Limitation of Liability
The Customer shall use the Service at its own risk. The Service is produced in a competent and professional manner and provided AS IS. Clevenio does not provide any representations or warranties, whether express or implied, or statutory, including but not limited to any implied warranties of fitness for purpose, non-infringement or satisfactory quality related to the Service or its results.
To the fullest extent permissible pursuant to applicable law, Clevenio shall not be liable to the Customer for any direct, indirect, incidental, special or consequential damages, lost revenue, lost profits, or interruption for business arising out of Customer’s access, use or inability to use the Service, or any errors or omissions in it, even if Clevenio has been advised of the possibility of such damages. In no event shall the total aggregate liability of Clevenio and any of its affiliates howsoever rising under or in connection with the Agreement exceed fifty percent (50%) of the fees paid by the Customer to Clevenio during the 6-month period preceding the claim for damages or EUR 5,000 whichever is lower.
No limitation of liability shall apply in cases of intentional misconduct or gross negligence.
7. Confidentiality
The Parties, their employees or affiliates may not use or disclose the other party’s confidential information to third parties otherwise than in accordance with these Terms. The Parties must handle confidential information of the other party with at least the same degree of care as applied by the parties upon handling of their own confidential information, provided, however, that the confidential information is always handled with at least reasonable care.
The confidentiality obligations shall, however, not be applied to material or information, (a) which is generally available or otherwise public; or (b) which the Party has received from a third party without any obligation of confidentiality as verified by the written records of such Party; or (c) which a Party has independently developed without using material or information received from the other Party as verified by the written records of such Party; (d) which a Party is obligated to disclose due to applicable mandatory laws, public authority regulations or court orders. In case of disclosure due to (d), the Party much promptly inform the other Party of such disclosure.
The rights and responsibilities under this Section 7 shall survive the expiry or termination of the Agreement for a period of 2 years after the expiry or termination of the Agreement.
8. Term and Termination
The Agreement shall enter into force as of the acceptance of the Agreement. The Agreement shall stay in force until the Agreement is terminated as set out below.
Unless the Parties have agreed on a separate term and termination provisions in the Order, the Agreement may be terminated without cause at any moment with a 60 days’ prior notice to the other Party. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate the Agreement if (i) the other Party commits a material breach of the Agreement and (if such breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach; or (ii) the other Party is dissolved or liquidated, is declared bankrupt or otherwise becomes the subject to other insolvency proceedings.
The provisions of the Agreement which by their nature reasonably should survive the termination or expiration of the Agreement shall survive any expiration or termination of the Agreement.
9. Other Terms
9.1 Assignment
Clevenio may not assign the Agreement in whole or in part without Clevenio’s prior written consent. Clevenio may assign or transfer the Agreement including any of its rights and obligations therein to Company’s affiliates or any third party.
9.2 Personal Data Processing
For Clevenio to provide the Service to the Customer, Clevenio may process personal data disclosed by the Customer to Clevenio. Unless otherwise agreed in the Agreement, Clevenio’s Data Potection Addendum shall apply to such personal data processing and the terms and conditions set out therein are hereby incorporated into these Terms by reference. With respect to provisions regarding processing of personal data, in the event of a conflict between these Terms and the data processing addendum, the provisions of the data processing addendum shall prevail.
9.3 Notices
Any notice or other written communication to be given by the Customer to Clevenio under the Agreement shall be in English or Finnish and sent by email to the email address stated in the Order.
9.4 No Waiver
Any failure of a party to enforce any provision of these Terms or the agreement shall not be deemed a waiver of that or any other provision of these Terms or the agreement.
9.5 Entire Agreement
The Agreement supersedes all prior agreements, arrangements, and understandings between the Parties relating to the subject matter hereof and constitutes the entire agreement between the Parties relating to the subject matter hereof. If any provision of the Agreement is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.
9.6 Subcontractors
Clevenio shall be entitled to use subcontractors, including third party software suppliers, for the provision of the Service. Clevenio shall be liable for the subcontractors’ work and services in the same manner as for its own work and services.
9.7 Force Majeure
Both Parties shall be excused and shall not be responsible for any failure to comply with the terms of the Agreement due to causes beyond their control or the control of their suppliers, including but not limited to war, insurrection, riot or other civil disobedience, quarantine restriction, labour dispute except within either Party’s organisation, failure or delay in transportation, accidents, flood, earthquake, fire, storm or other act of God, act of any government or any agency thereof, judicial action or act.
Where a Party’s performance is prevented for a period more than one month due to an event as stated above, either Party shall be entitled to terminate the Agreement in writing without any obligation to pay compensation.
9.8 Reference
Clevenio has the right to identify the Customer as a customer of Clevenio and to use the Customers logo/brand as a reference and to describe the content of the Service it produces for the Customer in its own marketing and in other similar contexts.
10. Governing law and dispute resolution
The Agreement shall be governed by and construed in accordance with the laws of Finland, except for its provisions on choice of law.
Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland.
With respect to any violation by the Customer of any Intellectual Property Rights and/or confidential information of Clevenio and/or payment obligations against Clevenio under the Agreement, Clevenio may apply to a court having jurisdiction for an injunctive relief or temporary restraining order where such injunction or relief is necessary to protect Clevenio’s interests in pending completion of the legal proceedings.
