These General Terms and Conditions (“GTC”) apply to Kotopro Oy, Jaakonkatu 2, 01620 Vantaa, Finland (“Supplier””) and its Customers’ (“Customer” or “you”) to the use of the Kotopro site, Applications and Application Interfaces (API) (“Kotopro” or “Service”), a cloud service operated by the Supplier.
Following GTC apply to all contracts for the use of the Kotopro. The GTC are available for the duration of the contract in the currently valid version on Suppliers website at www.kotopro.com/en/general-terms-and-conditions. The customer’s general terms and conditions shall not apply.
These GTC with its Annexes constitute an Agreement (“Agreement”) between Supplier and you, or the company or organisation you are representing. The Agreement constitutes when the Customer registers for the Service and accepts these GTC.
If there is a separate Agreement of Service (“Agreement of Service”) between the Customer and the Supplier, or the Customer has accepted a separate offer made by the Supplier that includes other GTC than agreed here in, the terms of such an Agreement of Service or the Offer are primarily applied. These GTC complete then what is separately agreed.
When the Customer registers for the Service, a customer specific User Account (“Account”) is created. The User is the person (“User”) who is registered for the Service.
2. Subject matter of the contract
The Supplier provides the Customer with the Service via the Internet. The Service records time-stamped information, images and attachments in fixed formats, that could be organized according to customer specified structures and shares information between multiple participants. The main purpose of the Service is documentation and collection of data with most common mobile devices such as mobile phones and tablets. The Provision of the Service includes Software and customer specific Storage Space.
3. Provision of Service
The Supplier makes the Software available to the Customer in the respective current version via the Internet. For this purpose, the Supplier sets up the Software on a server which is accessible to the Customer via the Internet with common Internet browsers. The Customer is responsible for creating technical requirements necessary for the use of the Service.
The Supplier continuously develops the Software and will improve it by continuous updates and upgrades, which he will make available to the Customer. The new versions may also include functional enhancements. The Customer has no claim to the creation of new versions or to the inclusion of certain additional features in the application.
The Supplier provides the Customer with a defined Storage Space on a server for the storage of his data. The customer may store content on this server up to an extent defined in the Price List (“Price List”) and agreed upon conclusion of the Contract of Subscription (“Contract of Subscription”).
4. Payable Service and the Validity of the Agreement
The Customer has a possibility to make a paid Contract of Subscription (“Contract of Subscription”). In this case the Customer gets the user Rights and features of the service according to the Service Package (“Service Package”) defined in the Contract of Subscription.
The Customer may enable additional paid features of the service, these are then attached to the Contract of Subscription.
Services Free of Charge
It is possible to use the Service with limited features Free of Charge (“Free of Charge”).
Free of Charge use does not include features defined in paid Service Packages.
The Supplier offers the Customer a possibility to make a Contract of Subscription Free of Charge for 14 days or a time period defined in a separate Offer (“Trial Period). The Customer gets user rights and features of the Service according to the chosen Service Package for a Trial Period without costs defined in the Price List (“Price List”) or in a separate Offer.
The Contract of Subscription is valid for the Trial Period. The Contract of Subscription expires automatically if the Customer does not buy a subscription after the expired Trial Period.
The Customer may sign a Contract of Subscription with the Order Form (“Order Form”) found in the Service. The Customer chooses the appropriate Service Package to be attached to the Contract of Subscription and confirms the Order.
The Contract of Subscription is valid for the time period chosen by the Customer at the time. The Subscription Period (“Subscription Period “) continues with the same limited time period if the Customer does not terminate the Contract of Subscription with a written notice to the Supplier before the end of the current Subscription Period. The Supplier has the right to close the Account of the Customer and terminate the Contract of Subscription before the end of the month with the 3-month notice. If the Customer terminates the Contract of Subscription before the end of the current Subscription Period, the termination comes into effect immediately after the current Subscription Period.
5. Fees and Invoicing
Unless otherwise agreed in writing, the Invoicing Period (“Invoicing Period”) for the Service is the same as the Subscription Period for the Service. The Service will be invoiced in the manner chosen by the Customer when placing the Order. Additional Services will be charged either together with the Service or with a separate Invoice (“Invoice”).
Unless otherwise agreed in writing, the Prices (“Price”) of the Service and related Additional Services (“Additional Services”) are determined in accordance with the Supplier’s valid Price List. Prices are subject to statutory VAT, unless otherwise stated. The Price for the Service for a Subscription Period is determined by the start of the Subscription Period.
If the Payment (“Payment”) of the Customer is delayed for more than 30 days, the Supplier has the right to terminate the provision of the Service and to charge Interest for late Payment in accordance with the law, as well as a reasonable Reminder Fee (“Reminder Fee”) for the payment request.
The Supplier has the right to change the Prices of the Services and Additional Services. New Prices for the Service will be applied to the Customer after the current Subscription Period is over. New Prices for Additional Services can also be applied during the Subscription Period. The Supplier must then inform the Customer about the Price changes before those shall be applied.
6. Responsibilities and Obligations of the User
The User acquires a personal right to use the Service in accordance with these GTC and any other Terms applicable to the Service or any portion thereof.
If the User registers for the Service, he/she must provide identification information required in the Registration Form (“Registration Form”). For the use of the Service, the User will receive a username and a password, which will allow the User to log in the Service. The username and the password are personal and may not be passed on or disclosed to any other person. The User is responsible for all use of the Service with that username and password. If the username or the password becomes known to third parties, the User must immediately notify Kotopro Customer Service. The User will be released from the use his/her username or password without his/her consent when the notification is received.
The User is responsible for having all necessary copyright and other rights and / or consents of the rightsholder to the material published on the Service and other material that he sends, transmits or stores on the Service and undertakes not to send or transmit (for example by linking) material or messages through the Service, which infringes the property, copyright or other rights of third Parties, is infringing , discriminatory, offensive, defamatory, criminal, indecent, unlawful or otherwise contrary to law or harmful to Kotopro, other Users or third parties, or may cause disruption , high traffic volumes, equipment loads or other problems to the Service. The User is liable for any damage caused by such activities as mentioned above.
The User is responsible for all direct and indirect costs arising from the Use of the Service.
7. Data Retention
The Supplier has the right to lock the Account, if the Customer has not made a Paid Subscription (“Paid Subscription”) during the Trial Period, Subscription Period has ended, the Payment of Paid Subscription is delayed or suspended. Account and / or information enabling logging has had to the possession of a third party or the Customer has used the Service against Finnish Law, the GTC or action against good manners.
If the Account is blocked due to delay or non-Payment, the Supplier has the right to charge the Customer reasonable costs of opening the Account. The same applies when the Account and / or information enabling logging to have ended due to the negligence of the Customer over to a third party. The Supplier evaluates the possibility of reopening the Service on a case-by-case basis.
The Supplier has the right to delete the Account and the data entered by the Customer into the Service after the Account has been locked for three months. The Supplier has the right to delete the Account and the information contained therein immediately if the Customer has used the Service for activities contrary to law, this agreement or good manners.
The Supplier maintains a backup copy of information entered by the Customer into the Service. The Data is backed up at least once a day and stored for at least seven days. The Customer who contributed to the loss of the original data may be charged the costs of restoring the backup. The Supplier shall delete all information entered by the Customer into the Service within six months of the termination of the Contract of Subscription, unless otherwise agreed.
The Supplier may offer Customer the possibility to store and view the data after the contract period.
8. Support & Service Availability
The supplier will provide reasonable support for the Customer in the use of the Service.
Customer enquiries will be processed within usual business hours (Mon-Fri 09.00-15.00 Finnish time). Support is available through the Help function in the Service, by email or phone. The supplier will answer the enquiry without delay to the best of its ability.
The Supplier will use commercially reasonable efforts to make the Service available to the best of its ability 24 hours a day, 7 days a week, except for planned downtime or any unavailability caused by circumstances beyond Supplier’s reasonable control.
The Supplier shall make an online manual available for the Customer.
9. Changes to the GTC
The GTC may be updated from time to time and the Supplier will publish the latest version on its website. The Customer will be notified of any changes that the Supplier determines to be important in its sole discretion. The Customer accepts the changed terms by continuing to use Kotopro after new terms come into force. The condition for the right to use is the acceptance of the GTC
The Customer will be notified of changing GTC and essential changes in the Service one (1) month prior they come into force. The Customer has the right to terminate the Agreement immediately after two weeks of receiving the notice of the change.
10. Changes to the Service
The Supplier has the right to improve, supplement, change or remove features, services and service hours. The Supplier is not responsible for the costs incurred by the Customer for the changes. Customers will be notified of any essential changes in the Service. Minor changes may be made to the Service without any notice.
11. Intellectual Property Rights
All Intellectual Property Rights of the Service, its content, features and functionality, and any subsequent changes thereto, belong exclusively to the Supplier or its licensors. For the duration of the Contract of Subscription, the Customer receives a limited non-exclusive right to use the Service in its own internal business in accordance with the Contract of Subscription and the GTC. Copying, reproducing, forwarding, distributing Service, its content or any portions not in accordance with these GTC is strictly prohibited.
All content entered by the Customer into the Service is owned by the Customer. The Customer is responsible for its own data and its legality, and in particular the fact that it does not infringe any copyright, trademark or other intellectual property of third parties. The same applies to the Customer’s right to transfer Personal Data to the Service and process it.
Kotopro may also create analyses using, in part, Customer’s data (excluding Personal Data) and data derived from Customer’s use of the Service. Such analyses will aggregate large amounts of data and the Customer or any other individual is not identifiable to any third party. The analysis can be used, for example, for the following purposes: service performance optimization, research and development, data products such as surveys of industry trends and developments, and anonymous benchmarking.
12. Transfer of the Agreement
The Customer has no right to transfer the Agreement in part to a third party without the written consent of the Supplier.
The Supplier has the right to transfer the Agreement to a third party without the Customer’s separate approval, so that the new party becomes a new Supplier other than Kotopro.
13. Applicable Law and Dispute Resolution
Finnish law applies to the Agreement. All disputes, disagreements and claims concerning them shall be resolved primarily through consultations between the parties.
If the parties are unable to find a solution in mutual negotiations, the disputes will be finally settled in arbitration in accordance with the Arbitration Rules of the Helsinki Central Chamber of Commerce. The dispute shall be settled by one arbitrator and the place of arbitration shall be Helsinki.
14. Other Terms
Both Kotopro and the Customer undertake to keep in secret other party’s trade secrets, or any other information and material considered to be confidential and is disclosed to other party.
Kotopro has the right to use the name and logo of the Customer in reference use, unless the Customer has expressly prohibited it.
15. Warranty Limitation
The Service and all Kotopro content are provided “as is” without warranty of any kind, either expressed or implied.
KOTOPRO DISCLAIMS ALL WARRANTIES AND CONDITIONS OF FITNESS FOR MERCHANTABILITY OR PARTICULAR PURPOSE AND THE NON-INFRINGEMENT OF RIGHTS, AND DISCLAIMS ALL WARRANTIES RESULTING FROM COMMERCIAL HANDLING OR USE.
16. Limits of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KOTOPRO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSS OF DIRECT OR INDIRECT PROFITS OR INCOME OR LOSS OF DATA, USE, GOODWILL OR OTHER INTANGIBLE PROPERTY. KOTOPRO’S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE IS A MAXIMUM AMOUNT WHICH THE USER HAS PAID FOR THE SERVICE DURING THE PREVIOUS THREE MONTHS.