| Language: |
Tehdas General Terms and Conditions
1. DEFINITIONS
1.1. In these Terms, unless the context otherwise requires, the following expressions have the
meanings given:
"Customer" the person, firm, company, partnership or other organisation identified by Tehdas
and any individual to whom Tehdas has allocated a User License;
“Customer’s Data” eventual Customer’s data loaded, received, maintained or transmitted on
the System under this Agreement (including back‐up data);
"Force Majeure" any cause affecting the performance of this Agreement arising from or
attributable to any acts, events, non‐happenings, commissions or accidents beyond the
reasonable control of the party to perform;
“Intellectual Property Rights” all patents, copyrights, design rights, trademarks, service marks,
trade secrets, know‐how, database rights and other rights in the nature of intellectual property
rights (whether registered or unregistered) and all applications for the same, anywhere in the
world;
Tehdas (a business registered in Finland (registration number 2872096-6) whose registered
office is in Helsinki Finland)
"Server" Tehdas' (and third party supplier's) server(s) used for the purpose of providing the
Services.
“Service” The Tehdas Online Service including the hardware and software belonging to Tehdas’
suppliers used for the provision of the Service and any required offline Tehdas Software
components;
“Services” the Service;
“Term” the period of time during which Tehdas will provide the Service to the Customer;
"Terms" these General Terms and Conditions and any Schedules annexed;
“User License” a license for the exclusive use of a named individual to use the Service. A User
License may be allocated by the Customer to such individual from time to time. Such allocation
shall not permit the Customer to allow more than one individual to benefit from a User License
simultaneously.
1.2. Any reference to clauses or Schedules is to clauses or Schedules of this Agreement;
1.3. Any reference to any statute or statutory provision includes a reference to that statute or
statutory provision as from time to time amended, extended or re‐enacted;
1.4. Words importing the singular include the plural and vice versa and words importing any
gender include every gender;
1.5. Any reference to “written” or “in writing” shall include faxes and emails;
2. SUPPLY OF THE SERVICES
2.1. In consideration for the charges set out, Tehdas shall supply the Services to the Customer
in accordance with the provisions of this Agreement.
2.2. Tehdas shall be entitled to:
2.2.1. control, direct, and establish technical procedures for the use and supply of the Service
to be followed by the Customer;
2.2.2. make operational changes to the Service without giving prior notice to the Customer;
and
2.2.3. suspend or resume the availability of the Service over the Internet.
2.3. Tehdas has obtained and shall maintain all necessary consents, licenses or certifications
required for the provision of the Service.
3. CONDITIONS OF USE OF THE SERVICE BY THE CUSTOMER
3.1. The Customer shall:
3.1.1. obtain and maintain a compatible computer system (that meets the Tehdas minimum
system requirements) together with any equipment, software and communication lines
required for the Customer to access the Service;
3.1.2. follow all reasonable instructions and procedures given by Tehdas relating to the
Service;
3.1.3. use an up‐to‐date virus scanning program on all of the Customer's Data;
3.1.4. receive all relevant codes and other information relating to the Service (including but
not limited to any changes affecting the Service, or the prices); and
3.2. The Customer will not and shall procure that any User or any party under the Customer’s
control will not submit to Tehdas via the Service or by any other means) any material which:‐
3.2.1. is libellous, defamatory, invades privacy or is obscene, pornographic or harassing;
3.2.2. infringes any Intellectual Property Rights including rights of confidentiality and
copyrights of any third party;
3.2.3. violates any law or regulation;
3.2.4. advocates illegal activity;
3.2.5. advertises or otherwise solicits funds for goods or services;
3.2.6. shall cause or is likely to cause harm in any degree to computer systems owned by
Tehdas, Tehdas Suppliers or other internet users.
3.3. The Customer will use the Service and procure that Users use the Service in a sensible
and responsible manner and will not do or cause anything to be done to the Service which may
disrupt the operation of the Service ,or which may expose Tehdas or any Tehdas customer to
any claims whatsoever of any third party.
3.4. If in Tehdas' absolute opinion there are reasonable grounds to believe that the Customer
is or is likely to use the Service otherwise than in accordance with the Agreement, it may
terminate the Agreement and/or suspend access to the Service
3.5. The Customer acknowledges that neither the Internet nor the Server is completely secure
and accordingly although Tehdas will use all reasonable endeavours to protect Customer Data
it cannot guarantee the privacy of any of the Customer's Data.
4. INDEMNITY
4.1. The Customer shall indemnify Tehdas against any claims, proceedings, losses, liabilities,
damages charges and expenses (including reasonable costs) of whatever nature arising out of
or in connection with any claim or action made against Tehdas relating to a breach by the
Customer of its obligations under this Agreement.
5. PRICE AND PAYMENT
5.1. Payments shall be made by PayPal for a designated price by Tehdas.
5.2. For the avoidance of doubt Tehdas shall not be responsible for any loss, damage costs,
expenses or other claims of the Customer or any User or any third party resulting from the
suspension of the Service as set out in clause 3.4 above.
7. WARRANTIES AND LIMITATION OF LIABILITY
7.1. The Customer acknowledges that the existence of a reasonable number of errors or bugs
in the Software shall not constitute a breach of this Agreement.
7.2. Whilst reasonable measures have been taken to ensure that the Service shall be virus‐free
no warranty is given that the Service is free from infection from viruses or anything else that
has contaminating or destructive properties and Tehdas shall have no liability in respect
thereof.
7.3. Except as set out in this Agreement and to the extent permitted by law, Tehdas disclaims
all warranties with respect to the Service, either express or implied, including but not limited
to any implied warranties of suitability or fitness for any particular purpose.
7.4. Notwithstanding the generality of 7.3 above, and subject to clause 7.5 and 7.6;
7.4.1. Tehdas shall not be liable whether in tort (including for negligence or breach of statutory
duty), contract, misrepresentation, restitution or otherwise for any:
7.4.1.1. loss of profits;
7.4.1.2. loss of business;
7.4.1.3. depletion of goodwill and/or similar losses;
7.4.1.4. loss or corruption of data or information;
7.4.1.5. pure economic loss; or
7.4.1.6. special, indirect or consequential loss, costs, damages, charges or expenses however
arising under this Agreement.
7.5. In the event that any exclusion contained in this Agreement shall be held to be invalid for
any reason and Tehdas becomes liable for loss or damage that may lawfully be limited, such
liability shall be limited to the charges paid by the Customer for the Services in the month in
which the liability occurred.
7.6. Nothing in this Agreement shall exclude or in any way limit Tehdas' liability for fraud, or
for death or personal injury caused by its negligence, or any other liability to the extent the
same may not be excluded or limited as a matter of law.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. Tehdas acknowledges and agrees that all Intellectual Property Rights vesting in the
Customer shall remain vested in the Customer and nothing in this Agreement shall operate as
an assignment to Tehdas of such Intellectual Property Rights.
9.2. The Customer acknowledges and agrees that all Intellectual Property Rights vesting in
Tehdas and Tehdas' licensors shall remain vested in such parties and nothing in this
Agreement shall operate as an assignment to the Customer of such Intellectual Property
Rights.
11. DATA PROTECTION
11.1 the Customer’s Data has been obtained and processed (in so far as the Customer’s Data
has been processed) lawfully;
11.2 In performing its Services Tehdas may process (albeit for diagnostic or investigative
purposes only) the Customer’s Data. Tehdas hereby warrant to the Customer that in such
circumstances it will in respect of any personal data observe all the obligations pertaining to a
data processor under the General Data Protection Regulation (EU GDPR) – 2016/679 GDPR
(Act) and will indemnify the Customer against all breaches of the said Act by Tehdas in respect
of the Customer’s Data.
11.3 Where the Customer or Customer Data is under the jurisdiction of other applicable
legislation relevant to Data Protection the Customer warrants and undertakes to Tehdas that it
shall fully comply with such legislation in respect of its use of the Service
12. FORCE MAJEURE
12.1. Tehdas shall not be responsible for any delays in providing, or any failure to perform, the
Services or the failure of the Internet due to any occurrence, event or cause beyond Tehdas’
reasonable control, which may prevent or hinder the performance of Tehdas of any of its
obligations under this Agreement.
13. DURATION AND TERMINATION
13.1. This Agreement shall commence when the Service first became available to the
Customer (according to Tehdas' records) whether or not the Customer accessed the Service on
that date.
13.2. This Agreement shall continue until terminated by either party.
14. AMENDMENTS
14.1. Tehdas may amend these Terms as required from time to time.
15. LAW
15.1. This Agreement shall be governed by and construed in accordance with the laws of
Finland and the Finnish Courts shall be exclusive jurisdiction to decide any dispute concerning
this Agreement or the subject matter of this Agreement.
1. DEFINITIONS
1.1. In these Terms, unless the context otherwise requires, the following expressions have the
meanings given:
"Customer" the person, firm, company, partnership or other organisation identified by Tehdas
and any individual to whom Tehdas has allocated a User License;
“Customer’s Data” eventual Customer’s data loaded, received, maintained or transmitted on
the System under this Agreement (including back‐up data);
"Force Majeure" any cause affecting the performance of this Agreement arising from or
attributable to any acts, events, non‐happenings, commissions or accidents beyond the
reasonable control of the party to perform;
“Intellectual Property Rights” all patents, copyrights, design rights, trademarks, service marks,
trade secrets, know‐how, database rights and other rights in the nature of intellectual property
rights (whether registered or unregistered) and all applications for the same, anywhere in the
world;
Tehdas (a business registered in Finland (registration number 2872096-6) whose registered
office is in Helsinki Finland)
"Server" Tehdas' (and third party supplier's) server(s) used for the purpose of providing the
Services.
“Service” The Tehdas Online Service including the hardware and software belonging to Tehdas’
suppliers used for the provision of the Service and any required offline Tehdas Software
components;
“Services” the Service;
“Term” the period of time during which Tehdas will provide the Service to the Customer;
"Terms" these General Terms and Conditions and any Schedules annexed;
“User License” a license for the exclusive use of a named individual to use the Service. A User
License may be allocated by the Customer to such individual from time to time. Such allocation
shall not permit the Customer to allow more than one individual to benefit from a User License
simultaneously.
1.2. Any reference to clauses or Schedules is to clauses or Schedules of this Agreement;
1.3. Any reference to any statute or statutory provision includes a reference to that statute or
statutory provision as from time to time amended, extended or re‐enacted;
1.4. Words importing the singular include the plural and vice versa and words importing any
gender include every gender;
1.5. Any reference to “written” or “in writing” shall include faxes and emails;
2. SUPPLY OF THE SERVICES
2.1. In consideration for the charges set out, Tehdas shall supply the Services to the Customer
in accordance with the provisions of this Agreement.
2.2. Tehdas shall be entitled to:
2.2.1. control, direct, and establish technical procedures for the use and supply of the Service
to be followed by the Customer;
2.2.2. make operational changes to the Service without giving prior notice to the Customer;
and
2.2.3. suspend or resume the availability of the Service over the Internet.
2.3. Tehdas has obtained and shall maintain all necessary consents, licenses or certifications
required for the provision of the Service.
3. CONDITIONS OF USE OF THE SERVICE BY THE CUSTOMER
3.1. The Customer shall:
3.1.1. obtain and maintain a compatible computer system (that meets the Tehdas minimum
system requirements) together with any equipment, software and communication lines
required for the Customer to access the Service;
3.1.2. follow all reasonable instructions and procedures given by Tehdas relating to the
Service;
3.1.3. use an up‐to‐date virus scanning program on all of the Customer's Data;
3.1.4. receive all relevant codes and other information relating to the Service (including but
not limited to any changes affecting the Service, or the prices); and
3.2. The Customer will not and shall procure that any User or any party under the Customer’s
control will not submit to Tehdas via the Service or by any other means) any material which:‐
3.2.1. is libellous, defamatory, invades privacy or is obscene, pornographic or harassing;
3.2.2. infringes any Intellectual Property Rights including rights of confidentiality and
copyrights of any third party;
3.2.3. violates any law or regulation;
3.2.4. advocates illegal activity;
3.2.5. advertises or otherwise solicits funds for goods or services;
3.2.6. shall cause or is likely to cause harm in any degree to computer systems owned by
Tehdas, Tehdas Suppliers or other internet users.
3.3. The Customer will use the Service and procure that Users use the Service in a sensible
and responsible manner and will not do or cause anything to be done to the Service which may
disrupt the operation of the Service ,or which may expose Tehdas or any Tehdas customer to
any claims whatsoever of any third party.
3.4. If in Tehdas' absolute opinion there are reasonable grounds to believe that the Customer
is or is likely to use the Service otherwise than in accordance with the Agreement, it may
terminate the Agreement and/or suspend access to the Service
3.5. The Customer acknowledges that neither the Internet nor the Server is completely secure
and accordingly although Tehdas will use all reasonable endeavours to protect Customer Data
it cannot guarantee the privacy of any of the Customer's Data.
4. INDEMNITY
4.1. The Customer shall indemnify Tehdas against any claims, proceedings, losses, liabilities,
damages charges and expenses (including reasonable costs) of whatever nature arising out of
or in connection with any claim or action made against Tehdas relating to a breach by the
Customer of its obligations under this Agreement.
5. PRICE AND PAYMENT
5.1. Payments shall be made by PayPal for a designated price by Tehdas.
5.2. For the avoidance of doubt Tehdas shall not be responsible for any loss, damage costs,
expenses or other claims of the Customer or any User or any third party resulting from the
suspension of the Service as set out in clause 3.4 above.
7. WARRANTIES AND LIMITATION OF LIABILITY
7.1. The Customer acknowledges that the existence of a reasonable number of errors or bugs
in the Software shall not constitute a breach of this Agreement.
7.2. Whilst reasonable measures have been taken to ensure that the Service shall be virus‐free
no warranty is given that the Service is free from infection from viruses or anything else that
has contaminating or destructive properties and Tehdas shall have no liability in respect
thereof.
7.3. Except as set out in this Agreement and to the extent permitted by law, Tehdas disclaims
all warranties with respect to the Service, either express or implied, including but not limited
to any implied warranties of suitability or fitness for any particular purpose.
7.4. Notwithstanding the generality of 7.3 above, and subject to clause 7.5 and 7.6;
7.4.1. Tehdas shall not be liable whether in tort (including for negligence or breach of statutory
duty), contract, misrepresentation, restitution or otherwise for any:
7.4.1.1. loss of profits;
7.4.1.2. loss of business;
7.4.1.3. depletion of goodwill and/or similar losses;
7.4.1.4. loss or corruption of data or information;
7.4.1.5. pure economic loss; or
7.4.1.6. special, indirect or consequential loss, costs, damages, charges or expenses however
arising under this Agreement.
7.5. In the event that any exclusion contained in this Agreement shall be held to be invalid for
any reason and Tehdas becomes liable for loss or damage that may lawfully be limited, such
liability shall be limited to the charges paid by the Customer for the Services in the month in
which the liability occurred.
7.6. Nothing in this Agreement shall exclude or in any way limit Tehdas' liability for fraud, or
for death or personal injury caused by its negligence, or any other liability to the extent the
same may not be excluded or limited as a matter of law.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. Tehdas acknowledges and agrees that all Intellectual Property Rights vesting in the
Customer shall remain vested in the Customer and nothing in this Agreement shall operate as
an assignment to Tehdas of such Intellectual Property Rights.
9.2. The Customer acknowledges and agrees that all Intellectual Property Rights vesting in
Tehdas and Tehdas' licensors shall remain vested in such parties and nothing in this
Agreement shall operate as an assignment to the Customer of such Intellectual Property
Rights.
11. DATA PROTECTION
11.1 the Customer’s Data has been obtained and processed (in so far as the Customer’s Data
has been processed) lawfully;
11.2 In performing its Services Tehdas may process (albeit for diagnostic or investigative
purposes only) the Customer’s Data. Tehdas hereby warrant to the Customer that in such
circumstances it will in respect of any personal data observe all the obligations pertaining to a
data processor under the General Data Protection Regulation (EU GDPR) – 2016/679 GDPR
(Act) and will indemnify the Customer against all breaches of the said Act by Tehdas in respect
of the Customer’s Data.
11.3 Where the Customer or Customer Data is under the jurisdiction of other applicable
legislation relevant to Data Protection the Customer warrants and undertakes to Tehdas that it
shall fully comply with such legislation in respect of its use of the Service
12. FORCE MAJEURE
12.1. Tehdas shall not be responsible for any delays in providing, or any failure to perform, the
Services or the failure of the Internet due to any occurrence, event or cause beyond Tehdas’
reasonable control, which may prevent or hinder the performance of Tehdas of any of its
obligations under this Agreement.
13. DURATION AND TERMINATION
13.1. This Agreement shall commence when the Service first became available to the
Customer (according to Tehdas' records) whether or not the Customer accessed the Service on
that date.
13.2. This Agreement shall continue until terminated by either party.
14. AMENDMENTS
14.1. Tehdas may amend these Terms as required from time to time.
15. LAW
15.1. This Agreement shall be governed by and construed in accordance with the laws of
Finland and the Finnish Courts shall be exclusive jurisdiction to decide any dispute concerning
this Agreement or the subject matter of this Agreement.