-Aamu Partners Oy-

Terms of use

Version: May 3, 2018

Applicability and parties

These terms of service for Aamu Partners’ web-based Clarity Analytics service for financial management and forecasting (hereinafter also the “service”) are applicable between Aamu Partners Oy (“Aamu Partners”) and the customer of the service. By concluding an agreement with Aamu Partners and using the service the customer accepts these terms and agrees to comply with them during the term of the agreement. A customer is a company, corporation or other legal entity, with whom Aamu Partners concludes an agreement regarding the use of the service. Customer is also responsible that the users in its organization use the service in accordance with these terms.

Formation of a contract

A binding agreement for the use of the services can be made by (1) signing in writing or electronically an agreement regarding the use of the service, (2) accepting an offer Aamu Partners has provided to the customer, (3) Aamu Partners’ acknowledgement of an order placed by a customer for the service, or (4) making a contract online for the use of the service (so called click-wrap contracts).

Offers, orders and order acknowledgements should be made in writing, at minimum by sending an email.

Changes to the service and these terms

Aamu Partners develops the service continuously, so Aamu Partners retains the right to make changes to these terms and the service. Aamu Partners notifies customers of significant changes to the terms or service by informing users by email, by publishing the terms on its website or via the service or in some other manner, as Aamu Partners considers suitable. Changes become effective on the notified date, unless otherwise provided. If the change concerns pricing or significant changes in the features of the service, Aamu Partners aims to notify at least one month prior to the change. Unless a specific effective date has been given for the change, the change become effective when it has been made. By continuing to use the application after the change the customer accepts it. If the customer do not accept the change, it should stop the use of the service.

Services provider

Aamu Partners’ contact details for contacts, customer service and support:

Aamu Partners Oy
Business ID: 2864997-9
Ratamestarinkatu 7b
00520 Helsinki
FINLAND
www.aamupartners.com
Email: tuomas@aamupartners.com
Tel: +358 50 323 6363
Remote support available primarily from Monday to Friday, 10 AM to 3 PM EET/EEST (excluding public holidays).

Service description

The agreement concerns acquiring user rights to Aamu Partners’ Clarity, a web-based service for financial management and forecasting. The service is a web-based service used through a browser. The number of users as well as the features may depend on the type of agreement and services packages chosen by the customer. More detailed and up to date services descriptions are defined in an annex to an agreement, in the service, at Aamu Partners’ website or available by contacting Aamu Partners.

Prices and fees

Prices for the service are described are defined in an agreement between Aamu Partners and the customer. The prices for the service are valid for a calendar year, whereafter Aamu Partners may update its prices by a written notification. Aamu Partners aims to keep any price increase on a reasonable level. If the customer does not accept a price increase made by Aamu Partners, it may stop the use of the service and terminate the agreement by providing a written notification to Aamu Partners. If the customer continues using the service after a price increase, it is deemed that the customer has accepted the price increase for the subsequent contract term.

Unless otherwise notified, value added taxes are not included in the prices and fees, which shall be added and payable by the customer in accordance with applicable laws.

All payments for the services shall be made in euros to an account specified specified by Aamu Partners, unless the parties agree otherwise.

The service is invoiced monthly in advance. The payment term is fourteen (14) days from the date of invoice. The interest rate for delayed payments is 11,5 % per annum.

Use of service and limited license

Aamu Partners grants the customer and its users, subject to these terms, a limited, non-exclusive, personal and non-transferable license to use the service for the customer’s internal financial management, forecasting and planning purposes. The customer (including its users) agrees to use the service according to these terms and applicable laws. If Aamu Partners has reason to believe that the customer or a user has not followed these terms or the applicable laws, Aamu Partners may delete or limit the user rights or conduct other means it considers necessary.

A customer and a user cannot (a) use or try to use another user’s account without his/her and Aamu Partners’ permission; (b) copy, modify or create derivative works of the service, it’s content or technology relating to it; (c) reverse engineer, decompile, disassemble or otherwise try to derive the source code of the service or its technology; (d) remove any intellectual property right notices from the service; (e) create a user account by using another person’s personal data or otherwise incorrect or fake data; (f) transfer his/her account to another user without Aamu Partners’ prior written consent; (g) sell, resell or otherwise provide the license to use the service to a third party without Aamu Partners’ prior written consent.

Registration and user accounts

The use of the service requires that a customer (e.g. a company or other legal entity) concludes an agreement with Aamu Partners relating to the use of the service and the account is registered and user names created for the service. The number of the users and the features included in the service may depend on the agreement and subscription level.

During the registration Aamu Partners must be provided with required details of the user(s) and the customer organization. The customer is responsible for giving accurate and truthful information and update the information when necessary for creating and maintaining a user account in the service. Login and password details are personal or company-specific, as instructed by Aamu Partners.

The customer must make sure that its users maintain the login and password details in a secure manner. Login and password should never be provided to anyone else and a person should never use another person’s or another customer’s login and password. If the customer or a user believes or knows that the confidentiality of his/her login and password has been compromised, he/she should inform about it to Aamu Partners without delay. Aamu Partners has the right to delete or limit user access, if Aamu Partners justifiably believes that the confidentiality of the user account has been compromised or the user does not follow these terms or otherwise acts in bad faith.

Personal data and privacy

With regards personal data where the customer is considered the data controller, the customer is liable for fulfilling all obligations a data controller has under applicable privacy laws and regulations (e.g. ensuring that there is a legal basis for processing personal data, acquiring necessary consents from data subjects, maintaining and making available required privacy policies and complying with other record-keeping obligations of the data controller). Customer is also responsible for making sure that it has a lawful basis to transfer or provide personal data to Aamu Partners or enter it to Aamu Partners’ service, if that is required under an agreement for the use of the service. Customer is liable to hold Aamu Partners harmless for any third party claims, damages or administrative sanctions caused by customer’s non-compliance with data controller’s obligations, even if such demands or claims were directed to Aamu Partners.

To the extent that customer would be considered a data controller and Aamu Partners a data processor in the meaning as given in EU General Data Protection Regulation, then Aamu Partners Data Processing Terms shall also be applied and are considered an integral part of an agreement between the parties. To the extent there is any conflict between these terms and the Aamu Partners Data Processing Terms, these terms shall take precedence.

Aamu Partners collects and processes personal data in accordance with its own privacy policy, an up to date version can be found on Aamu Partners’ website or by contacting Aamu Partners.

Content created or entered in the service by the customer and its users

If a customer or any of its users enter or create content in the service while using it, the intellectual property rights relating to such content is owned by the customer or applicable user. However, Aamu Partners has a right to use the content for providing the service to the customer or for any other business purpose of Aamu Partners. Aamu Partners has also right to generate and publish aggregate, statistical and anonymous data from content entered by a customer or otherwise relating to customer’s use of the service, provided that the customer cannot be recognized of the material created and published by Aamu Partners or that customer’s confidential information or trade secrets are disclosed to third parties. Aamu Partners may use this aggregate, statistical and anonymous data for its business purposes and it is considered as data owned by Aamu Partners. A customer is not responsible for Aamu Partners’ use of aggregate, statistical and anonymous data.

The customer and user is responsible that it has a right to enter the content into the service and that the content it has entered does not violate any laws or third party rights and is otherwise lawful. For a justified reason, Aamu Partners has a right to delete, modify or restrict the content entered by the user into the service.

Intellectual property rights

The service and content relating to it are protected by copyright and other intellectual property right laws and are and shall remain the sole and exclusive property of Aamu Partners or its licensors, as the case may be. An agreement between Aamu Partners and a customer does not constitute a sale or transfer of ownership to Aamu Partners’ or its licensors intellectual property rights. The customer is only granted a limited license to use the intellectual property relating to the service in its internal operations in accordance with these terms.

Using the service

Use of the service requires a browser and an internet connection. The service can be used with compatible desktop and mobile browsers. Even if the service has been tested on different devices, browsers and operating environments, Aamu Partners cannot provide any warranties that the service will function error-free on all possible devices, browsers and operating environments.

The customer is responsible at its own cost to acquire and maintain necessary devices, software and internet connections required for the use of the service. Aamu Partners does not guarantee that the application can be used specifically with the customer’s device, software and internet connection. Aamu Partners is not responsible of the possible outages or disconnections of the application for instance due to updates, technical issues or problems or other similar reasons. Aamu Partners is not responsible for any damages caused by or relating to use or inability to use the application.

Aamu Partners aims to make sure that the service meets normal industry standards relating to technical data security. However, Aamu Partners is not responsible for any damages caused by deficiency in data security or malware.

Information in the service; Warranties; Liability

The customer uses the application at its own risk. Even if Aamu Partners has used great care to develop and maintain the service, Aamu Partners cannot provide any warranties that the service would operate error-free or that the data and calculations contained in it would be accurate, complete and up to date. The service is provided to the customer on “AS IS” and “AS AVAILABLE” basis. Furthermore, Aamu Partners does not represent or warrant that the service is fit for customer’s specific purposes. The customer should evaluate prior to use of the service that it is fit for the customer’s intended purpose.

Neither party is liable to the other party for any indirect, special, consequential or punitive damages or administrative fines caused by violation of an agreement or these terms, including loss of revenue or profit, business interruptions and loss of data. Furthermore, Aamu Partners is not responsible for any claims made by or damages suffered by third parties. Notwithstanding anything to the contrary in these terms and conditions, Aamu Partners’ aggregate liability arising out of or relating to breach of contract, tort, warranty or otherwise shall in no event exceed the total sum paid by customer for the service within the six (6) month period prior to the cause of the claim. These limitations of Aamu Partners’ liability are applied to the extent possible under mandatory provisions of applicable laws.

Maintenance

Aamu Partners may from time to time publish new versions or functions of the service, which may correct defects in the application or contain new features. Due to this, Aamu Partners is entitled to temporarily restrict or limit the use of or access to the service. Aamu Partners aims to schedule the maintenance updates in a manner that causes as little harm to the customer as reasonably possible.

Aamu Partners provides reasonable user support as responses to customer’s support requests submitted via email. Support requests may be submitted via email at any time. Aamu Partners will use commercially reasonable efforts to respond to support requests during its standard office hours. User support is provided in English and Finnish.

Term and effects of termination

The term of the agreement is defined in the agreement concluded between the parties. Unless otherwise agreed, the agreement shall remain in effect for twelve months at a time. The agreement and subscription can be terminated by either party by giving a notice to the other at least three (3) month prior to ending of the then current contract period. The customer may also terminate individual business unit licenses according to the same notice periods.

In addition to the above, for a justified reason Aamu Partners is entitled to restrict the use or support or terminate the agreement between the parties by providing a written notification to the customer at least one (1) month in advance. Aamu Partners may also terminate the agreement, if payments for the use of service are delayed for more than two (2) months or it is evident that the customer will not be able to pay the invoiced or upcoming subscription fees.

A party is also entitled to terminate an agreement in whole or in part in the event that the other party fails to comply with any material term of an agreement or these terms, provided that such failure is not cured, to the extent the failure is curable, within fourteen (14) days after the notice of the breach was provided.

When the agreement relating to the use of the service is terminated or expires, terminates or expires also the right to use the service. The terms and conditions of an agreement which by their nature and purpose are intended to survive termination, shall survive any termination or expiration of an agreement.

Applicable law and dispute resolution

These terms and an agreement between the parties shall be governed by and construed in accordance with the laws of Finland, without regard to its conflict of laws rules and principles.

Any dispute arising between the parties will be settled by amicable settlement. Failing amicable settlement within thirty (30) days of the dispute being referred to the settlement, the dispute will be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce by one (1) sole arbitrator appointed in accordance with those Rules. The arbitration shall be held in Helsinki, Finland and the arbitration proceedings shall be conducted in Finnish (or English, if so mutually agreed). The Parties agree to keep confidential all information, documents and material relating to the arbitral proceedings as well as the arbitration award. Aamu Partners shall, however, have the right to bring up any claim related to a due receivable from the customer in the district court where the customer is domiciled.

Other terms

Aamu Partners is entitled to employ subcontractors to fulfill its obligations under an agreement and it is liable to customer for all acts of its subcontractors as for its own acts.

Aamu Partners shall not be deemed to be in breach of an agreement, or otherwise be liable to customer, for any failure to perform, or any delay in performance, caused by a reason beyond Aamu Partners’ control (force majeure events).

Unless otherwise agreed, a party does not have the right to transfer an agreement or rights and obligations related to it, entirely or partly, to a third party without the other party’s prior written acceptance. However, a party may assign an agreement or rights and obligations related to it without the other party’s acceptance in connection with any merger, sale of business or similar transaction.

These terms and the additional agreed upon terms in an agreement contain the entire agreement between the parties and supersede all prior communication, discussions and agreements relating to the subject matter.

Aamu Partners Oy, Business ID: 2864997-9, Ratamestarinkatu 7b, 00520 Helsinki