These General Terms and Conditions (“Terms”) are applicable to Isolta service (“Service”) and form an integral and inseparable part of the agreement (“Agreement”) between Isolta Oy (“Isolta”) and the customer set out in the registration form (“Customer”). The use of Service is conditioned on the acceptance of and compliance with these Terms. By using the Service you agree to be bound by these Terms.
2. Term and termination of the Agreement
The Customer enters into the Agreement with Isolta by signing up for the Service and by accepting these Terms and as Isolta has confirmed the registration for the Service. The confirmation is sent by email. Isolta shall send an activation link to the Customer in order to activate the account for the use of Service.
The termination clauses of the Agreement are determined according to whether the Customer has a valid paid account or a non-paid account:
- If the Customer has a valid paid account, the Customer may terminate the Agreement effective as of the end of the last month of the confirmed subscription, by giving notice of the termination in the Service no later than 30 days prior to the ending of the subscription period. If the Customer does not terminate the Agreement in accordance with the aforementioned, the paid subscription period will be automatically re-newed for a new fixed-term subscription period(s) that last as long as the original subscription period.
- If the Customer has a non-paid account, each party may terminate the Agreement with one (1) month’s notice.
Isolta reserves the right to terminate the Agreement without cause and with immediate effect in two (2) weeks' time from the purchase order regardless of any order confirmation. Isolta reserves the right to terminate the Agreement for cause with immediate effect if the Customer is in breach of the Terms.
Isolta reserves the right to change these Terms. Isolta shall notify the Customer of such modification at least one (1) month in advance. Should the Customer not accept the Terms, the Customer shall have the right to terminate the Agreement by a written notice as of the effective date of the new Terms.
The Customer has no right to assign or transfer the Agreement to any third party without the prior written consent by Isolta. Isolta reserves the right to assign the Agreement and the Service to a third party.
5. Service description
The Service is financial administration software to manage invoicing and customer relationships. Isolta may, in its sole discretion, offer a non-paid account with restrictions as set out at Isolta's websites (www.isolta.com). In addition Isolta may provide additional services related to the Service (for a paid or non-paid account) subject to separate fees.
Isolta grants the Customer a right to use the Service for its internal business purposes during the term of the Agreement. The Customer has no right to resell the Service.
The Service is provided "AS IS" basis and Isolta makes no warranties of any kind of any service levels, reliability, availability without interruption, merchantability or fitness for a particular purpose or that the Service would be free from errors. Isolta shall use reasonable efforts to inform the Customer in advance of any interruptions to the Service and to perform maintenance work in such a way that it does not unduly interrupt the use of Service.
6. Customer's obligations
The Customer shall provide accurate and complete information and notify Isolta immediately of any changes. The Customer is responsible for all activities under the Customer's account and costs caused as a result of misuse, such as investigation or repair costs.
The Customer is responsible for ensuring that its user names and passwords are not disclosed to third parties. The Customer agrees to notify Isolta promptly if any user name or password has been revealed to a third party.
The Customer shall not use the Service to operations which are not in accordance with these Terms and applicable law. If the Service is used for such purposes or if the information provided by the Customer is not accurate or adequate, Isolta reserves the right to suspend the Service or remove all material that it considers to be in violation of these Terms immediately without prior notice.
The Customer shall notify Isolta of errors and activities which are not in accordance with the service description.
7. Material and Intellectual Property Rights
All rights, title and interest, including all intellectual property rights, in and to the Service and its content, features and functionality as well as any changes thereto are and will remain the exclusive property of Isolta or its licensors.
The Customer has, during the term of the Agreement, a limited, non-exclusive right to use the Service in its internal business operations in accordance with the Agreement and these Terms.
It is strictly forbidden to copy, imitate, redistribute, make available or use the Service or its content or parts for other purposes except in accordance with these Terms.
The Customer is responsible for its own material and its legality. In particular the Customer shall ensure that the material provided by the Customer does not infringe on any copyright or trademark or other intellectual property right of a third party and that the Customer has the right to transfer material and process end-customers personal data in the context of Service.
8. Limitation of Liability
The use of the Service is at the Customer's sole risk. Isolta shall take no responsibility for damages caused by Customer's end-customers or activities performed by the employees of the Customer.
The total aggregate liability of Isolta towards the Customer under the Agreement shall not exceed an amount corresponding to the actual fees for the Service paid by the Customer to Isolta during the preceding twelve (12) months (excluding VAT).
Neither party shall be liable for any indirect or consequential damages, including but not limited to loss of profits or revenue, non-availability or loss of data. The limitation of liability shall not apply to damages caused by willful misconduct or gross negligence or damages caused by the Customer as a result of granting right to use or other rights to third parties.
Neither party shall be liable for any delays or damages caused by an impediment beyond its reasonable control, which it could not have reasonably taken into account at the time of entering into the Agreement and whose consequences it could not reasonably have avoided or overcome ("force majeure"). These include but are not limited to problems, errors and interruptions in third party software and devices as well as denial-of-service attacks, security breaches and other comparable illegal actions carried out by third parties. A force majeure event suffered by a subcontractor of Isolta shall also discharge such party from liability.
9. Fees and invoicing
Unless otherwise agreed in writing, the Service and other payments related to the Service shall be charged in accordance with Isolta's price list as in force from time to time. The value added tax (VAT) shall be added to the fees in accordance with the then-applicable tax laws and regulations.
Isolta reserves the right to change the fees applicable to the Service. Isolta shall inform the Customer of such change in writing at least one (1) month before the effective date of the change. The new price list shall be applicable in the beginning of next term of payment. In such a case the Customer shall have the right to terminate the Agreement in writing prior to the effective date of the change.
The term of payment for the Service shall be the same as the subscription period of the Service. Additional services shall be charged either together with the Service or with a separate invoice. The invoices shall be sent to address provided by the Customer.
Isolta has the right to suspend the Service if the Customer is in default with its payment of the fees due under the Agreement and the right to accrue overdue interest on any amounts overdue in accordance with the applicable Finnish Interest Act (Korkolaki 1982/633, as amended) and any request for payment in accordance with price list as in force from time to time and any restart payments charged as a result of suspension of the Service due to overdue or default of payments, provided that restarting the Service is possible according to Isolta’s assessment. The Customer is also responsible for debt collector's payments and other legal expenses caused as a result of overdue payments.
10. Personal Data
To the extent the Customer's material contain any personal data, Isolta (or its subcontractors) processes such data on behalf and for the benefit of the Customer while the Customer remains the data controller for such personal data. These data protection clauses reflect Customer's complete written instructions to Isolta in its role as data controller. The Customer confirms that these clauses form the documented instructions concerning the processing of personal data. The Customer is liable on its own behalf of the legality of the processing of personal data.
Isolta must implement appropriate technical and organizational measures to secure the Customer's personal data from unauthorized access and accidental or unlawful processing. When implementing these security measures, Isolta takes into account the state of the art and the costs of implementation, the nature, scope, context and purposes of the processing as well as the risks inherent in the processing of personal data carried out in accordance with the Agreement. Isolta must ensure that persons who have the right to process personal data are subject to confidentiality obligations.
Isolta has the right to use subcontractors in performing the Service and in the processing of personal data. Isolta shall ensure that such subcontractors are subject to equivalent requirements regarding data protection, as those set out in the Agreement and will inform the Customer about the subcontractors used and changes in subcontractors. The Customer shall have the right to object such changes made in subcontractors by terminating the Service with one (1) month's written notice before the effective date of the change. The subcontractors currently used by Isolta for the processing of personal data are listed in the Service at www.isolta.com/subcontractors.
Isolta shall not transfer Customers' personal data outside of EU/EEA without adequate safeguards required by applicable data protection law, such as standard model clauses.
Isolta shall assist the Customer in complying with its obligations under applicable data protection laws, including assisting in responding to requests by data subjects and supervisory authorities. The Customer shall be responsible for compensating costs and expenses incurred to Isolta. Requests shall be made in writing.
Isolta shall make information available to the Customer that is reasonably necessary to demonstrate compliance with the applicable data protection laws. Isolta shall allow for and contribute, within reasonable limits, to audits conducted by the Customer or an auditor authorised by the Customer, provided that the auditor is not a competitor to Isolta and it commits to a standard non-disclosure agreement. The Customer must give prior notice at least 21 days before the auditing. The Customer shall be liable for the costs of the auditing.
The nature, subject-matter and purpose of the data processing carried out by Isolta on behalf of the Customer are related to the performance of the financial administration software in the form of the Service in accordance with the Agreement. The types of personal data processed under the Agreement are person's contact information, technical material, CRM data, accounting material, and other financial management material. The categories of data subjects processed the Agreement are Customer’s contact persons, Customer’s customers and other stakeholders. The processing of personal data shall primarily end upon termination of the Agreement.
11. Other terms
Isolta shall use reasonable efforts to make backups of the data systems and the data it contains. However, the Customer shall be responsible for retaining copies of data uploaded to the Service. The Customer shall in particular be responsible for the lawful storage of its accounting material.
Upon termination of the Agreement or upon the Customer’s written request, Isolta must either destroy or return to the Customer personal data processed. Isolta will delete all personal data within one (1) months' time of the termination of the Agreement. If the data to be deleted includes material (e.g. accounting material), which the Customer is obligated by law to retain, the Customer must transfer such material from the Service prior to the termination of the Agreement.
Both of the Parties commit to the confidentiality of the other party’s trade secrets and other possible confidential information they may have received under the Agreement.
12. Governing law and disputes
The Agreement shall be governed by and construed in accordance with the substantive laws of Finland, excluding its choice of law provisions.
Disputes, controversies and claims relating to these Terms shall be primarily settled by mutual negotiations. In the event this cannot be settled by mutual negotiations it shall be finally settled by arbitration in accordance with the Arbitration rules of the Finland Chamber of Commerce. The arbitration shall take place in Helsinki.
The failure of a party to enforce any right or provision of these Terms will not be considered a waiver of those rights or any other rights.
If any provision of these Terms is held to be invalid or enforceable by a court, it shall not affect the validity of or the enforceability of the Agreement and the provision held to be invalid or enforceable shall be replaced with the minimum modification necessary to make it legal, valid and enforceable.
13. Contact details
Further information regarding these Terms:
Isolta Oy (Business identity code: 1854047-8)
Tel: +358 0207 181 710