Terms of Service

1. The scope of the agreement

These Terms of Service will be applied to an agreement (“Agreement”) between Tricode Labs Oy, a Finnish private limited company with Business ID 2953597-3, having its registered address at Hämeenkatu 26 A, FI-33200 Tampere, Finland (“Supplier”), and a customer (“Customer”) to whom Supplier provides cloud-based software services for the Customer’s commercial purposes. In these Terms, Supplier and Customer are referred to jointly as the “Parties” and individually as a “Party”. The Parties expressly acknowledge that the Service is neither intended nor fit for use by consumers.

2. Definitions

2.1 Software Service

Software Service constituting the object of the agreement is Actually time tracking tool. The Customer’s personnel can report their actual hours and see different reports with the tool.

2.2 Customer Data

Customer data means information or material transferred by the Customer to the Software Service or information or material otherwise provided or made available to the Supplier for purposes of the Software Service or other information.

2.3 Environment

Customer shall use the Software Service using a supported web browser. The list of supported web browsers may be changed at any time.

2.4 Immaterial Rights

Any copyrights or other similar rights (such as rights in databases or registers), patents, utility models, trademarks, confidential business information, know-how and all other protected forms of IPR defined by laws including any applications of the aforementioned.

2.5 Data Processing Agreement, DPA

Appendix 1 of the Agreement, which sets out the terms and conditions for the processing of Personal Data by Supplier on behalf of Customer under the Agreement.

3. Responsibilities

3.1 Supplier’s responsibilities

The Supplier undertakes to perform the tasks for which it is responsible in conformity with the Agreement, with due care and with the professional skills required for the tasks.

Supplier is responsible for the production environment of the Software Service.

Supplier provides the Customer with contact information for the purpose of the Customer’s contact requests relating to the Software Service.

3.2 Customer’s responsibilities

The Customer undertakes to perform in conformity with the Agreement and with due care the tasks for which it is responsible.

The Customer shall be responsible for ensuring that the Software Service fulfils Customer’s intended purpose.

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 Software 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 Software Service.

Customer commits to check and verify its own information and inform the Supplier for any misrepresentation to the Supplier within 7 business days. Any misrepresentation discovered later than that is not on responsibility of the Supplier. Customer is responsible for delivering and reporting to the Supplier all changes in Customer information immediately after the change has taken place. The Supplier shall be entitled to charge, separately, for additional costs incurred as a result of the provision of incorrect information by the Customer or other similar reason for which the Customer is responsible.

4. Use of software service

The Customer shall use the Software Service in conformity with the Agreement.

The Customer and any third parties acting on Customer’s behalf shall have the right to use the Software Service and Customer Data for the Customer’s business during the term of the Agreement. The Customer and any third parties acting on Customer’s behalf also have the right to use material containing Customer Data received from the Software Service and material created for the Customer after termination or expiration of the Agreement.

5. Support

5.1 Support services

Unless otherwise agreed, the Customer may contact the Supplier for technical support by email or by using error reporting or feedback features as may be available via the Software Service.

The Supplier aims to respond to support requests within 24 business hours and endeavors to resolve Software errors and Service defects within reasonable time but makes no commitment as to how quickly support will be provided or such matters will be resolved.

5.2 Suspension of the Software Service

Supplier has the right to suspend the Software Service for a reasonable amount of time due to possible needs of installation, change procedures or maintenance.

The Supplier shall have the right to deny the Customer access to the Software Service without first hearing the customer, if the Supplier reasonably suspects that the Customer burdens or uses the Software Service in such a manner as to jeopardize the delivery of the Software Service to other users. The Supplier shall without undue delay inform the Customer of the reasons for such denial.

The Supplier shall also be entitled to suspend the Software Service if the Customer has not paid a due and correct payment.

6. Changes to software service

The Supplier shall be entitled to make changes to the Software Service at any time.

7. Prices and payment terms

7.1 Recurring charges

The price of the Software Service is based on the number of persons added to the system based on the effective price list, which may be changed at any time. The effective price list is found from the Software Service or Supplier’s website or is otherwise made available to the Customer.

Possible additional services are not included in the recurring charges.

Unless otherwise agreed, Supplier shall charge the recurring charges automatically by the credit card entered by the Customer on a pre-paid basis. Invoices are made available on the Customer’s service account.

Invoicing period is one month.

The currency to be used for prices and invoicing is the Euro.

Interest on delayed payments accrues in accordance with the Interest Act.

7.2 Setup charge

Unless otherwise agreed, setting up the Software Service is free of charge. Fixed one-time setup charge is invoiced together with the first invoice period’s invoice, if applicable.

7.3 Additional services

The Supplier has a right to charge the Customer for any work ordered by the Customer that is outside provision of Software Service based on actual working hours based on effective price list.

Additional services are invoiced in monthly arrears after the additional services have been provided.  

Examples of the additional services are:

• training
• consulting
• configurations of Software Service and related workshops
• tailored implementation of Software Services
• integration implementations and related workshops

The Supplier shall be entitled to charge for customary and reasonable travel and accommodation costs as well as per diem allowances separately related to the delivery of additional services. The Supplier shall also be entitled to charge, separately, fifty percent of the hourly price for time taken by a journey necessitated by the service.

7.4 Public charges determined by the authorities

The prices shall include all public charges determined by the authorities and effective on the date of signature of the agreement, with the exception of value added tax.  Value added tax shall be added to the prices in accordance with the then current regulations. Should any payment under this Agreement become subject to taxes or governmental fees, which increase the costs of the supplier, these shall be added to the payment.

8. Non-disclosure agreement

The Parties (Supplier and Customer) undertake to keep the confidential information received from each other in confidence and not to disclose it to third parties and to take all reasonable actions required to safeguard the confidential information from being disclosed or used for any other purpose than what is defined in the Agreement. The confidentiality obligation shall not apply to material and information which:

a) is in the public domain or otherwise generally available or otherwise public or given to public domain without breaching this section of the Agreement;

b) the Party has received from a third party without any obligation of confidentiality excluding the situations where this third party has had unauthorized access to confidential information;

c) was in a reasonably proven manner in the possession of the Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto;

d) the Party has in a reasonably proven manner independently developed without using the confidential information received from the other Party; or

e) the confidential information has to be disclosed due to a order of law or on order of an authority.

These obligations remain valid also after the validity period of the agreement.

9. Security and backups

The Parties are responsible for privacy and data protection when handling the Customer Data.

Supplier is responsible for following Customer Data backups regarding the Software Service. A backup will be created at least once a day (day = Supplier’s working day) and each backup will be stored for at least a period of one month. In other respects, the Parties are responsible for any backups concerning their own information and inspections of functionality of such information.

The Supplier shall restore information of the Customer free of charge, if information of the Customer is destroyed, disappeared, changed or damaged for a reason attributable to the Supplier.

The Parties are not responsible to each other for any other damages or expenses other than restoration of information of the Customer due to destruction, disappearance, change or damage to the information of the Customer.

If Customer data has been destroyed, lost, changed or damaged due to actions of the Customer when using Customer’s username and password or if the Customer has in other ways with his own actions caused destruction, disappearance, change or damage to the information of the Customer, the Supplier has the right to charge the Customer for the work which is needed to restore the information by using agreed principles of charging.

The Customer shall be responsible for ensuring that its users maintain usernames and passwords diligently and do not disclose them to third parties. The Customer shall be responsible for the use of the Software Service using its usernames and passwords.

10. Immaterial rights and customer data

The Supplier has the right to use Customer Data only for the purposes of the Agreement.

The Customer shall be responsible for Customer Data and for ensuring that the Customer Data does not infringe third party rights or violate any legislation in force at the time.

Immaterial Rights for the Software Service and changes to the Software Service belong to the Supplier during the duration of this Agreement and after the duration of this Agreement. All programs, databases, directories, additional services, rights and Immaterial Rights are sole property of the Supplier. No third party has a right to use Software Service, its name or any parts of them to any purpose. All copying of Software Service of the Supplier is forbidden.

This Agreement does not transfer or grant any rights to any Immaterial Rights owned by the Parties prior to this Agreement or to any Immaterial Rights developed independently by the Parties outside Software Service. Customer Data ownership and immaterial rights belong to the Customer.

The Customer has no right to distribute or resell the Software Service to any third party without express prior and written permission of the Supplier.

11. Validity

The Agreement is formed between the Parties when the Supplier receives an appropriately filled-in registration form which the Customer has submitted through a registration procedure on Supplier’s website. The Agreement can also be formed by confirming it with email messages.

The Agreement shall remain in force until further notice.

The Agreement can be terminated by any of the Parties at any time. Upon termination the Agreement shall lapse at the end of the ongoing invoicing period of termination. Already invoiced payments are not refundable.

12. Liability for damages and limitation of liability

The maximum liability for damages of a Party towards the other Party based on the agreement shall not exceed in aggregate the calculatory monthly price for Software Service at the point of breach of contract, excluding value added tax, multiplied by 3.

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.

Neither party shall be liable for the destruction, loss or alteration of the other party’s data or data files, nor for any damages and expenses incurred as a result, including expenses involved in the reconstitution of data files.

13. 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.

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.

Each party shall without delay inform the other party in writing of a force majeure event and the termination of the force majeure event.

14. Right to reference

Supplier has the right to use Customer as a reference in Software Service marketing material. Supplier has the right to use Customer as a reference in public material.

15. Applicable law and disputes

The agreement shall be governed by the laws of Finland.

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 Central Chamber of Commerce of Finland. A dispute shall be resolved by a sole arbitrator. Arbitration shall be held in Tampere. Arbitration language is Finnish.

Notwithstanding the preceding sentences, claims for non-payment of monetary charges may be resolved in the district court of the respondent’s place of domicile if the respondent does not contest its payment obligation.

If the parties so agree in writing, any dispute, controversy or claim arising out of the agreement shall be resolved in the district court.

16. Miscellaneous

Assignment
Neither party may assign the agreement, either wholly or in part, without the written consent of the other party. Notwithstanding the foregoing, an assignment to a company belonging, according the Accounting Act, to the same group of companies as the party, or made in connection with the transfer of business operations, shall not require prior written consent.

Amendments
The Supplier has a right to amend the charges and conditions of the Agreement. The Supplier shall publish amended conditions on the Software Service or Supplier’s website or make them otherwise available to the Customer.

Provisions severable
If any part of this Agreement is held to be invalid or unenforceable, such determination shall not invalidate any other provision of this Agreement. Invalid provision shall be replaced with a valid and legal provision that shall be as close as possible to the part considered invalid covering its purpose and commercial objective.

Use of subcontractors
The Supplier is allowed to use subcontractors in provision of any services related to the Agreement (including maintenance and service work).  The Supplier shall be liable for the performance of its subcontractors as for its own performance.

17. Appendices

The following appendices form an integral part of this Agreement in the following priority order.

Appendix 1. Data Processing Annex