Metroc Oy - General Terms and Conditions

 

 

  1. SCOPE OF APPLICATION
 

Important, read this before subscribing to the service.

 

The general terms and conditions of this document (the “General Terms and Conditions”) apply to all orders for digital services and other services provided by Metroc (the “Service”), unless otherwise agreed in writing between Metroc and the Customer. 

 

The Customer must carefully read the General Terms and Conditions before ordering the Service. By ordering the Services, the Customer undertakes to comply with the General Terms and Conditions. 

 

For the sake of clarity, the Agreement and the right to use the Service apply only to the Customer identified and named in the Agreement, the Agreement and the right of use do not apply to the Customer's group companies such as subsidiaries or sister companies in the same group as the Customer or the Customer's parent companies, or the Customer's stakeholders, partners or institutions. separate agreement and pay the applicable service fees to obtain access to the Service.

 

  1. DEFINITIONS

 

“Customer” means the customer subscribing to the Service, identified and named in the Agreement. 

 

“Expert Service” means the Expert Service provided by Metroc.

 

“Third Party Content” means the third party website and its content.

 

“Metroc” means Metroc Oy, business ID 3019226-9.

 

“Service” means the Software Service and the Expert Service.

 

 

“Party” means Metrocia or the Customer separately, both parties together as the “Parties”. 

 

“Software Service” means Metroc's SaaS (Software as a Service) service provided over a data network, as further described in the Service Description.

 

“Service time” means weekdays observed in Finland and between 6 am and 6 pm in the Finnish time zone (UTC + 2).

 

“Service Description” means a description prepared by Metroc of the Service provided by Metroc.

 

“Agreement” means the Agreement between the Customer and Metroc for the provision of the Service.

 

“Contract Period” means the term of the Agreement, the contract period has a start and end date.

 

“Error” means a reproducible error that causes the Software Service to not function substantially as described in the Service Description and therefore the use of the Service is blocked or substantially restricted; and (ii) for the Professional Services, an error resulting in the Professional Service not substantially as described in the Service Description.

 

  1. SERVICE

 

3.1. Implementation of the service

 

3.1.1. Metroc implements and delivers the Service in accordance with its current Service Descriptions, in the manner it deems best and with the technologies and methods it has decided.

 

3.2. Service content, location and backups

 

3.2.1. The Software Service may include Subcontractor Content or Third Party Content from open online sources. Metroc is not responsible for Third Party Content and Metroc is not responsible for the accuracy, quality or functionality of such content or interfaces.  

 

3.2.2. The software service operates in a network environment managed by Metroc, which is physically located in the equipment room of an external service provider. Metroc undertakes to provide the Software Service only from premises located in the EU / EEA area and the server of the Service's production environment is located in the EU / EEA area.

 

3.3. Software Service Availability

 

3.3.1. The availability of the Software Service during the Service Period is at least 98 percent. The service hours are 6 am - 6 pm Finnish time on weekdays in Finland. 

 

3.3.2. Metroc measures the usability of the Software Service using its own production environment, software and systems. In the usability calculation, the Service Time is rounded to the nearest minute.

 

3.3.3. The Party is obliged to notify the other Party of the interruption of the Service without delay. 

 

3.3.4. If the Software Service has downtime that reduces the availability of the Software Service under 

3.3.1, Metroc will grant the Customer a discount on the payment for the Software Service for the next Contract Period. The discount is calculated on the right of use under the Agreement lost during the outage in proportion to the length and price of the Agreement Period. If the amount to be reimbursed exceeds the total amount of the invoice for the next Contract Period, Metroc will reimburse the Customer for the part exceeding the price of the next Contract Period as monetary compensation within fourteen (14) days of the termination of the Agreement. 

 

3.4. Errors, Service Changes and Service Interruptions

 

3.4.1. Metroc shall not be liable for any Defect caused by: (a) an external cause (such as an accident, electrical or air conditioning failure, thunderstorm, fire, water damage or damage); (b) improper use or installation by anyone other than Metroc or its subcontractor, or failure to comply with the operating or maintenance instructions or the terms of the Agreement; (c) a modification or repair made by anyone other than Metroc or its subcontractor; (d) the actions of third parties other than Metroc's subcontractors; (e) the incompleteness or inaccuracy of the information provided by the Customer or the actions or omissions of the Customer or the Customer's subcontractors; or (f) defects or errors in the equipment, telecommunications connections or third party software or other products used by Customer, or the accuracy of the information in the Service. Metroc has the right to charge the Customer for locating an Error and the resulting cost for which Metroc is not responsible. Metroc's current hourly price list applies to locating the error and correcting it with the Customer's consent. Metroc is not responsible for the Customer's commercial or other solutions made on the basis of the Services.

 

3.4.2. Metroc's liability for errors and problems with the Services is limited to correcting the Errors for which it is responsible or for re-performing the Service as a result of such Errors at Metroc's expense. Unless otherwise agreed in writing, Errors will be corrected within the Metroci Services Update Schedule. Correction of the Error may also be accomplished by circumventing the Error or providing Customer with written instructions to circumvent the Error if this may occur at no additional cost and material inconvenience to Customer or if it is necessary to circumvent the Serious Error preventing use of the Software Service.

 

3.4.3. Metroc has the right to make changes related to the technology, content and use of the Service, provided that the content of the Service does not materially change from the original. 

 

3.4.4. Metroc has the right to unilaterally change these general terms and conditions by notifying the Customer of the change in writing at least three (3) months before the change takes effect. If the Customer does not accept the change, the Customer has the right to terminate the Agreement and the Services in accordance with it in accordance with the agreed notice period. Terminations must be made in writing.

 

3.4.5. Metroc may suspend access to the Software Service or production use of the Software Service due to: (i) installation, modification, or maintenance activities; (ii) as required by the interruption of the public communications network, the correction of an Error or Hardware Failure, or a security threat, law or regulation, or if Metroc suspects that the Software Service is being misused or that the terms of this Agreement are being violated. If the Software Service has to be suspended pursuant to this section, the suspension will not affect the availability or measurement of the Software Service, nor will the suspension of the Software Service entitle the Customer to a discount or other compensation from Metroc in accordance with section 3.3.4.

 

3.4.6. In the event of a service interruption planned by Metroc, Metroc will endeavor to notify the Customer in advance of the interruption. Metroc may provide Customer with notices regarding the use of the Software Service in the Software Service's user interface or otherwise.

 

3.5. Customer responsibility for connections, systems, software and hardware

3.5.1. In connection with the implementation of the Software Service, the Customer will receive from Metroc the user IDs and passwords required for the use of the Software Service. In order to use the Software Service, the Customer must, at its own expense, acquire compatible terminals, web browsers and Internet connections as well as other necessary software, devices and accessories such as virus software, firewalls, printers for the use of the Software Service. The customer is solely responsible for their procurement, functionality, serviceability, warranty, service, maintenance and user support. Metroc shall not be liable for any limitations, deficiencies or interruptions in the Service due to any malfunction, inoperability or incompatibility of the hardware, software or Internet connection for which the Customer is responsible.

3.5.2. In order to use the Software Service, the Customer connects the terminal, web browser and Internet connection it uses. Use of the service is at the Customer's own responsibility and risk. Metroc has no responsibility and is not responsible for the accuracy of the information contained in the Service, nor for its suitability for use by the Customer as for use in the Customer's business or other operations.

  

3.6. Software Service Security

 

3.6.1. Metroc protects the access to the Software Service with an encrypted connection method, in which case the Software Service can only be accessed with access rights managed by Metroc. The security of the Software Service is arranged in such a way that standard software and security updates are made to the software related to the Software Service. In addition, data security is maintained in Metroc's information systems with other appropriate technical solutions.

 

3.6.2. Metroc will only hand over the usernames and passwords of the Software Service to persons specified by the Customer. The customer must ensure that the usernames and passwords they receive are carefully stored and not disclosed to third parties. You may not assign usernames or any access rights to the Software Service without Metroc's prior and separate written permission. The Customer is responsible for the access rights it has obtained and the related passwords, as well as for the activities of the persons using the Software Service in accordance with the Agreement. Metroc will ensure that the access rights and passwords managed in the Software Service are maintained in an appropriate and secure manner. 

 

3.7. Metroc's responsibility for the Customer's material

 

3.7.1. Metroc has the right to use the material provided or stored by the Customer only for the production of the Service in accordance with the Agreement.

 

3.7.2. Metrocin will keep the Customer's material confidential and the material will not be disclosed, disclosed or disclosed to third parties. Metroc does not transfer the rights of use and the Customer's material to persons other than those designated by the Customer.

 

3.7.3. For the purposes of service development and statistics, Metroc has the right to collect, store and retain anonymous data information obtained through the Software Service, which may be based in part or in full on Customer's material and acquired during or after the Agreement Period. 

 

3.7.4. In order to ensure the quality of the Service, Metroc has the right to update the Service and the software related to the Software Service to new versions, if the Service ordered by the Customer does not change in a material way. 

 

3.7.5. It is Customer's responsibility to back up the material stored in or modified by the Software Service and to ensure that the material can be restored intact, unaltered and usable. Metroc is not responsible for the material brought into the Service by the Customer or stored or modified by the Customer in the Software Service and for its possible change, availability, delay or loss or for the non-return of the Customer's material and Metroc's liability for costs and damages to the Customer or third parties.

 

3.8. The Customer's responsibility for the material provided, the rights of use and the use of the Service

 

3.8.1. The Customer is responsible for the material submitted to and modified by the Service and for the use of the Service. The Customer is also responsible for the activities of the persons appointed by the Customer using the Software Service and for the fact that the Customer and the users use the Software Service only for the purpose and lawful use in accordance with the Agreement. The Customer is responsible for ensuring that the Customer's material does not infringe the rights of third parties or cause damage to the Parties or third parties. If Metroc suspects that Customer's material or activities infringe the rights of third parties, are illegal, violate the Agreement or cause harm to the Parties or third parties, Metroc may terminate the provision of the Service and the Agreement with immediate effect without liability to the Customer.

 

3.8.2. All intellectual property rights in the material stored by the Customer on the Service belong exclusively to the Customer or a third party.

 

3.8.3. Without the written Agreement or the prior written approval of Metroc, the Customer is not entitled to transfer the Customer's use or other rights to the Service to third parties.

  1. PRICES AND INVOICING

 

4.1. Tariff

 

4.1.1. The prices of the Services have been agreed in the Agreement or the Service Description. If some prices have not been agreed in the Agreement or the Service Description, and the price is not agreed in writing on a case-by-case basis, Metroc's price list in force at the time will apply.

 

4.2. Billing and late payments

 

4.2.1. Unless otherwise agreed in the Agreement, the Software Service and other ongoing Services will be invoiced in full in advance and before the beginning of the Agreement Period. The invoicing of expert services is agreed in the Agreement or otherwise in writing between the Parties.

 

4.2.2. The payment period is fourteen (14) days from the date of the invoice. The default interest is in accordance with the Interest Act. 

 

4.2.3. If the Customer fails to settle Metroc's overdue receivable despite the payment request, Metroc may not start the Service or suspend the Service and other deliveries to the Customer.

 

  1. INTELLECTUAL PROPERTY RIGHTS

 

5.1.1. The software or parts thereof related to the Service used, modified, created and applied during the agreement period are the property of Metroc. Customer will only have a non-exclusive, non-transferable license to the Software Service and all information it produces in its internal operations in accordance with the Agreement for an indefinite period of time.

 

5.1.2. Except for Customer's material, Metroc is responsible for ensuring that the Service or material created by Metroc does not infringe the rights of third parties, and in the event of a breach, Metroc is obligated to repair the Service so that the infringement ends. If the Service cannot be repaired in a way that does not infringe the rights of a third party, Metroc may unilaterally terminate the provision of the Service and refund to the Customer the payment for the relevant Contract Period in which the infringement was discovered. The customer is not entitled to any other compensation in the event of a breach of third party rights.

 

5.1.3. Customer does not have exclusive access to the Service provided by Metroc.

 

5.1.4. Customer shall not assign, transfer, sell or lease any right or use of the Software Service in whole or in part. The Customer also has no right to copy or change the Service or the material contained therein. You may not use the Software Services, the Metroc System and the materials and information described in Section 5.1.1 above to provide services to third parties for their use or otherwise make them available to third parties. No proprietary or intellectual property rights in the Software Service or related parts or materials will be transferred to Customer.

 

  1. PROCESSING OF PERSONAL DATA

 

6.1.1. Customer agrees that Metroc may, in order to provide the Service, obtain personal information in connection with Customer's employees, directors, and corporate / institutional / personal customers or third parties with whom Customer has a business or marketing relationship. In addition, Customer agrees that Metroc may process and / or transfer the aforementioned personal information to and from its subcontractor.

 

6.1.2. The Customer obtains from its users the necessary authorizations and consents for the processing and transfer of personal data and is responsible for ensuring that Metroc and its subcontractors process the users' personal data for the delivery of the agreed Service and for other purposes in accordance with the Agreement.

 

6.1.3. The Customer is responsible for complying with the provisions on the protection of privacy and the Customer must obtain the permits, consents, register descriptions and registrations required by law and official regulations, which are necessary for the processing of personal data.

 

6.1.4. In all situations, the Customer is the responsible controller of the personal data referred to in clause 6 and the Customer is responsible for data security and the lawful use and storage of personal data. 

 

  1. LIMITATIONS OF LIABILITY

 

7.1.1. In addition to what is agreed elsewhere in the General Terms and Conditions to limit Metroc's liability, Metroc shall not be liable for any delays, errors or obstructions caused by Customer or a third party, or for any other damages or defects related to software, information systems, communications or security threats. 

 

7.1.2. The Parties shall be liable for any direct damages and costs caused to the other Party. The amount of damages, excluding any late fees, discounts or rebates, is limited to a maximum of twenty (20) percent of the total VAT-free price of the Service. In the event of any damage to the Software Service or other ongoing Service, one Party's liability to the other Party, excluding any late fees, discounts or rebates, shall not exceed the calculated monthly VAT-free price of the Software Service or other continuing Service multiplied by six (6). If a Party is obliged to pay a delay, service level or other contractual penalty or a discount or compensation, the Party shall also be obliged to pay damages only to the extent that the amount of the damage exceeds the delay, service level or other contractual penalty or discounts or compensation.

 

7.1.3. The Parties shall not be liable for any indirect or consequential loss, expenses or damages incurred by the other Party, such as loss of profit or damage to third parties.

 

7.1.4. The limitations of liability mentioned in section 7 do not apply to damages caused intentionally or through gross negligence. The limitations of liability do not include damage resulting from a breach of contractual obligations regarding the intellectual property, confidentiality or processing of personal data in the Agreement or the General Terms and Conditions.

 

  1. CONFIDENTIALITY

 

8.1.1. The Parties may have access to information of the other Party that is secret or confidential in nature during and after the Agreement Period. Confidential information includes, but is not limited to, information regarding the other Party's business, product development, computer systems and programs, research, customers and partners. Information may be obtained from the other Party in writing, orally, by making comments or otherwise.

 

8.1.2. The structure of Metroc's systems and the Service Agreement and related pricing, as well as the methods used to produce the Service and its results and the methods used to describe the results, are Metroc's confidential information and Metroc's trade secrets, which are violated by the Trade Secrets Act (595/2018).

 

8.1.3. Confidential information is not information (i) which is at the time of disclosure or will subsequently become public knowledge or available to the public without the negligence of the Party receiving the information; (ii) which was in the possession of the Party receiving the information prior to receiving the information from the other Party; (iii) which the receiving Party receives from a third party; (iv) created independently by the receiving Party without the use of confidential information of the other Party; or (v) which the receiving Party is obliged to disclose by decision of an authority or court or otherwise by law.

 

8.1.4. The Parties undertake not to use the confidential information received from the other Party for any purpose or in any other way than for the fulfillment of the obligations specified in the Agreement. 

 

8.1.5. The Parties undertake to keep the content of the Agreement and other confidential information confidential, secret and not to disclose or disclose it to anyone. Disclosure of information to a third party is permitted only by written agreement confirmed by both Parties.

 

8.1.6. The recipient of confidential information undertakes to apply at least the same means and accuracy to the protection of confidential information (including technical, financial and operational trade secrets of the other party) as the donor applies to its own confidential or protected information. 

 

8.1.7. However, without prejudice to this Agreement, both Parties may benefit from the general expertise and experience gained from their cooperation in the event of non-disclosure of confidential information.

 

8.1.8. The obligations under this Section 8 shall survive the termination of this Agreement. 

 

  1. ENTRY INTO FORCE, VALIDITY AND TERMINATION OF THE AGREEMENT

 

9.1.1. The parties draw up a separate written Agreement for the Service. If a separate Agreement is not drawn up, Metroc's offer and the Customer's electronic or written order confirmation as well as the General Terms and Conditions shall constitute an Agreement binding on both Parties.

 

9.1.2. The Customer has the right to use the Service as defined in the General Terms and Conditions during the Contract Period, which is expressed in the Agreement on the start and end date.

 

9.1.3. If the Customer fails to use the Service in whole or in part during the Contract Period due to negligence or otherwise, Metroc is not obliged to compensate the Customer for the unused right to use the Service for that period.

 

9.1.4. Unless otherwise agreed in the Agreement or the Customer does not terminate the Service in writing no later than 60 days before the date of termination of the Agreement, the Agreement shall be automatically renewed for the same duration of the Agreement and at the price valid at the time.

 

9.1.5. A Party may terminate the Agreement with immediate effect if the other Party materially breaches the Agreement and fails to remedy the breach within thirty (30) days of receipt of a written request containing a threat of termination. If a Party is declared bankrupt, the provisions of the Bankruptcy Act concerning the right of the bankruptcy estate to enter into a contract and the right of a Party to terminate the contract shall be complied with. For the sake of clarity, it is stated that Metroc will not refund the paid service fees, if the Agreement is terminated, the Customer is obliged to pay the price according to the Agreement for the Services provided by Metroc to the Customer before the termination date.

 

  1. OTHER TERMS AND CONDITIONS

 

10.1. Customer Reference Right 

 

10.1.1. Metroc has the right to use the Customer's name and logo as its customer reference in its own marketing. Metroc is obliged to notify the Customer in writing in advance of the use of the customer reference. The information in the Customer Reference shall not contain or infringe any trade secrets or other confidential information related to the Customer as defined in Section 8. 

 

10.2. Announcements and complaints 

 

10.2.1. The Customer is responsible for notifying comments and complaints in writing within fourteen (14) days from the time when the reason for the complaint has come to the Customer's knowledge or should have been noticed. 

 

10.2.2. The Parties shall notify the other Party in writing of all notices, remarks, notices and complaints by e-mail or otherwise in writing to the contact persons specified in the Agreement. These communications shall be deemed to have been received on the working day following the date of dispatch.

 

10.2.3. If the contact person's information changes, the Party is obliged to notify the other Party, which is obliged to update the changed contact information to its own information.

 

10.3. Force Majeure 

 

10.3.1. The Parties shall not be obliged to perform the Agreement if it is due to Force Majeure due to the lack of influence of the Party. 

 

10.3.2. A force majeure encountered by a subcontractor in connection with the Metroc Service is also considered to be a force majeure event of Metroc. 

 

10.3.3. The Parties are obliged to notify the other Party of the Force Majeure and its termination without delay.

 

10.4. Applicable law and disputes 

 

10.4.1. Finnish law applies to the agreement and any disputes will be resolved through negotiations.

 

10.4.2. Disputes and disagreements which the Parties are unable to resolve through negotiations shall be settled in a one-member arbitration procedure in accordance with the arbitration procedures of the Central Chamber of Commerce. The place of arbitration is Helsinki. The language of the arbitration shall be Finnish.

 

10.5. Interpretation

 

10.5.1. In the event of a conflict between the Agreement and these General Terms and Conditions, the provisions of the Agreement shall prevail. 

 

10.6. Move

 

10.6.1. A party has the right to transfer all or part of its rights and obligations related to the Agreement to a parent company or subsidiary belonging to the same group company as it. 

 

10.6.2. Metroc has the right to use subcontractors to fulfill its obligations under the Agreement and to provide the Service. 

 

10.7. Entire Agreement 

 

10.7.1. The agreement covers everything that the Parties have agreed upon and replaces previous agreements and promises made between the Parties, such as previous offers and marketing materials, as well as other communications.

 

10.8. Terms remain in effect

 

10.8.1. Termination of the Agreement shall not affect the obligations of the Parties regarding property and intellectual property rights, confidentiality, limitations of liability and the terms agreed in Sections 10.1 to 10.9, as well as contractual obligations and conditions which by their nature or wording are intended to remain in force.

 

10.9. Partial invalidity

 

10.9.1. If it is impossible to comply with any term of the Agreement due to a change in legislation or any other similar reason, the Parties shall negotiate new terms of the Agreement in this respect so that the original purpose of the Service Agreement and the respective term can be fulfilled as far as possible.