Terms of Service
1. OBJECT OF THE AGREEMENT
This agreement between the Customer and the Provider (Trainda Oy) sets out the terms and conditions for the provision of software services via the internet (hereinafter referred to as "Online Service" or "Service").
1.1 Scope of the Agreement: This agreement covers all online services provided by Trainda Oy, including but not limited to the Trainda online service management site (admin.trainda.io) and the customer interface (trainda.io), as well as any mobile applications.
1.2 Service Features: The service is provided as-is. The Provider reserves the right to modify the service or its features or discontinue the service altogether, with reasonable prior notice to the Customer.
1.3 Customer-specific Customizations: Customer-specific customizations and adjustments to the service must be agreed upon separately in writing and may affect the pricing and delivery schedule of the service.
2. PARTIES AND AUTHORIZED REPRESENTATIVES
2.1 Parties: The parties to this agreement are Trainda Oy (hereinafter "Provider") and the company or organization using Trainda Oy's online service (hereinafter "Customer"). The parties commit to adhering to the terms and obligations of this agreement.
2.2 Right to Enter into Agreement: The Customer is responsible for ensuring that they have the right to enter into this agreement and that the signatory has the necessary authority to represent the Customer. If it is found that the Customer or their representative lacks the necessary authority, the Customer is liable for any resulting damages and costs.
3. SERVICE DESCRIPTION AND USE
3.1 Software Service Description: The Trainda service allows customers to create and manage their training programs. The service is provided as-is, and the Provider reserves the right to modify the service or its components without prior notice to the Customer or to discontinue the service altogether with reasonable prior notice to the Customer.
3.2 Online Service Availability Date: The online service will be available to the Customer after the agreement is accepted and the order is placed, on a mutually agreed date. If no specific date is agreed upon, the Provider will begin delivering the service within a reasonable time after the acceptance of the agreement.
3.3 Online Service Usage Rights: The Customer has the right to use the Trainda software service as per the agreement. The Customer can create and manage training programs and sell and market them through their own distribution channels. The resale or distribution of the software service to third parties without the Provider's written consent is prohibited.
3.4 Customer and Provider Materials: This agreement does not transfer any existing intellectual property rights between the parties. Intellectual property rights to the software service and the Provider's materials and any changes made to them belong to the Provider or a third party. The ownership and intellectual property rights to the Customer's materials belong to the Customer or a third party. The Provider has the right to use the Customer's materials only for the purposes of this agreement. The Customer is responsible for ensuring that their materials do not infringe the rights of third parties or applicable laws.
3.5 Online Service Training and Support: The online service does not include training tasks for the Customer or their personnel. The Provider ensures that the software service user guides are available to the Customer. The Provider provides additional support for the deployment of the software service only if agreed upon separately in writing. In case of technical issues, the Customer can contact the Provider's support as per the Provider's current guidelines and practices.
3.6 Data Security and Backup: The parties and their subcontractors must ensure data security and backup arrangements according to the agreed arrangements and applicable laws. The parties must protect the parts of the delivery for which they are responsible against data security risks according to appropriate data security practices. The parties must notify each other without undue delay of significant data security risks and breaches.
3.7 Processing of Personal Data: The Provider and its personnel must process personal data in accordance with applicable data protection laws and the agreement and instructions provided by the Customer. The Customer is responsible for ensuring that the processing of personal data complies with data protection laws.
4. SERVICE LEVELS
4.1 Service Availability: The online service is generally available 24 hours a day, seven days a week, except for scheduled maintenance, unexpected technical issues, or other force majeure events.
4.2 Maintenance Breaks: The Provider reserves the right to perform maintenance that may cause interruptions in service availability. The Customer will be notified of maintenance breaks in advance in a manner deemed appropriate by the Provider, such as via email or service notifications.
4.3 Service Changes and Interruptions: The Provider has the right to change, replace, or discontinue the service without compensation or notice. The Provider will strive to notify the Customer in advance of such changes and interruptions within a reasonable time frame.
4.4 Service Support: The Provider offers technical support to the Customer regarding the use of the service according to the Provider's current support times and practices. Support services are available through channels specified by the Provider, such as email or the support portal.
4.5 Service Availability Guarantee: The Provider does not directly or indirectly guarantee the availability or functionality of the service or its components and is not obligated to provide compensation related to these. The Provider's liability for possible service interruptions or other availability issues is limited to the service level and compensation practices defined in the agreement.
5. PRICES AND PAYMENT TERMS
5.1 Prices: The indicated prices are VAT 0%, and applicable VAT will be added to the prices. The Provider reserves the right to change the prices. The Customer will be notified of price changes in advance within a reasonable time frame.
5.2 Payment Terms: The payment term for invoices is 14 days net. In case of late payment, the applicable interest rate according to the Interest Act will be added. An additional reminder fee of 20 € will be charged for late payments.
5.3 Payment Methods: Unless otherwise agreed, separately billed payments will be charged to the Customer annually or monthly. The Provider may pre-charge service fees and usage-based fees according to actual usage.
5.4 Right to Change Payment Terms: The Provider has the right to change these payment terms and methods at any time without prior notice. The Customer will be notified of changes in advance within a reasonable time frame.
5.5 Additional Services: If the Customer orders additional services or features from the Provider, they will be charged separately according to the current price list. Additional services and their prices will be agreed upon separately in writing.
5.6 Service Suspension Due to Late Payments: If the Customer fails to make payments, the Provider has the right to suspend the provision of the service until the payments are made. The Provider also has the right to recover unpaid amounts through other means and charge the Customer for any collection costs incurred.
6. COMMENCEMENT AND TERMINATION OF THE AGREEMENT
6.1 Commencement of the Agreement: The agreement takes effect when the Customer accepts the agreement either electronically or by signing it otherwise provably. The agreement is valid indefinitely unless otherwise agreed.
6.2 Validity Period and Termination for Online Purchases: The Customer selects either an annual or monthly payment plan at the time of ordering. The subscription can be terminated at any time to end at the next billing period, either at the end of the month or year. The subscription is terminated by the Customer through the order management page in the online service.
6.3 Termination of Written Agreements: Unless otherwise agreed, written agreements require the Customer to commit to a fixed term of 12 or 24 months, after which the agreement continues indefinitely with one (1) calendar month's notice period. The notice period is calculated from the last day of the month in which the termination is notified. Termination must be made in writing, either by email or post.
6.4 Refunds: In the event of termination, the Provider does not refund the Customer's payments in whole or in part, such as prepaid service fees, unless otherwise agreed.
6.5 Provider's Obligation to Assist: Upon termination of the agreement, the Provider is obligated to reasonably assist in transferring the Customer's data to a party designated by the Customer. The Provider's obligation to assist ends one (1) month after the termination of the agreement. The Provider has the right to charge for services related to the obligation to assist according to the current price list.
6.6 Termination of the Agreement: If either party materially breaches the agreement and fails to remedy the breach within 30 days of written notice, the other party has the right to terminate the agreement immediately. Material breaches include, for example, non-payment or intellectual property rights violations.
6.7 Return of Customer Data: Unless otherwise agreed in writing, the Provider will return the Customer's data to the Customer within 30 days of the Customer's written request. The Customer's data will be returned in a commonly used electronic format or another format agreed upon by the parties. The Provider has the right to charge for the collection, processing, and return of the data according to the current price list.
7. SUBCONTRACTING
7.1 Use of Subcontractors: Either party has the right to subcontract tasks related to the agreement. The party must ensure that subcontractors comply with the terms and obligations of the agreement in the same way as the party itself.
7.2 Notification of Subcontractors: Upon request, the party must provide the other party with necessary information about the subcontractors involved in the delivery.
7.3 Responsibility for Subcontractors: The party is responsible for ensuring that its subcontractors comply with the obligations set for the party. The party is responsible for the actions and omissions of its subcontractors as if they were its own. The actions and omissions of the subcontractor are considered the actions and omissions of the party.
7.4 Collaboration Between Subcontractors: The party commits to ensuring that its subcontractors, if necessary, cooperate with the subcontractors of the other party in tasks related to the delivery.
7.5 Subcontracting Agreements: If a party uses subcontractors, the party must ensure that subcontracting agreements include at least the same terms and obligations as defined in this agreement.
8. CONFIDENTIALITY
8.1 Confidentiality: The party commits to keeping confidential any materials and information received from the other party that are marked as confidential or are to be understood as such and not to use them for any purpose other than as specified in the agreement.
8.2 Exceptions: The confidentiality obligation does not apply to materials or information that:
(a) are generally available or otherwise public;
(b) the receiving party has received from a third party without a confidentiality obligation;
(c) were in the possession of the receiving party without a confidentiality obligation before receiving them from the other party;
(d) the receiving party has independently developed without utilizing materials or information received from the other party; or
(e) the receiving party is obliged to disclose by law or by an order of a public authority.
8.3 Handling of Confidential Materials: The party must immediately cease using any confidential materials and information received from the other party and, upon request, return or destroy such materials and information in a reliable manner with all copies when the agreement terminates or when the party no longer needs such materials or information for the purposes of the agreement.
8.4 Right to Retain Materials: The party has the right to retain materials required by law or public authority order. The party also has the right to use the expertise and experience gained during the delivery.
8.5 Duration of Confidentiality Obligation: The rights and obligations related to this section remain in effect after the termination of the agreement. Unless otherwise agreed in writing, these rights and obligations end five (5) years after the termination of the agreement.
9. COMPENSATION AND LIMITATIONS OF LIABILITY
9.1 Liability for Damages: The party's liability for damages to the other party is based on possible delays, service level or other contractual penalties, or compensations. The party's total liability for damages, including delays, service level or other contractual penalties, or compensations, is limited to the VAT-exclusive monthly fee of the online service at the time of the breach.
9.2 Limitations of Compensation: The party is liable to compensate damages only to the extent that the amount of damages exceeds any delay, service level, or other contractual penalties or compensations. The party is not liable for indirect damages, such as lost profits or decreased or interrupted production or turnover.
9.3 Destruction of Data and Files: The party is not liable for the destruction, loss, or alteration of the other party's data or files or for any resulting damages and costs, such as the costs of recreating files. This section does not apply if the party's obligation under the agreement is to back up the other party's data and files or ensure data security, and the party has breached this obligation.
9.4 Exceptions to Limitations of Liability: The limitations of liability do not apply to liability or damage caused by:
(a) the illegal or contract-breaching transfer, copying, or use of the delivery item;
(b) violating the law; or
(c) willful misconduct or gross negligence.
9.5 Force Majeure: The party is not liable for damages or delays caused by reasons beyond the party's control, such as natural disasters, war, terrorist acts, riots, government actions, labor disputes, power outages, or other similar force majeure events.
9.6 Limitation of Liability: we are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communication network failure, theft or destruction, or unauthorized access to or alteration of content or services. we are not responsible for any problems or technical malfunctions of telephone networks or lines, computer online systems, servers or providers, computer equipment, software, technical problems or technical malfunctions that result from technical problems or traffic congestion on the internet or on any site or services or a combination thereof, including any injury or damage to users or anyone else's computer related to or resulting from participation or downloading of materials in connection with the site or services. we are not responsible for any loss or damage, including personal injury or death, resulting from your use of the site or services, any content posted on or through the site or services, or the conduct of users of the site or services, whether online or offline.
9.7 Indirect Damages: we are not liable to you for any damages, including but not limited to indirect, incidental, special, punitive, or consequential damages arising from your use of the site, content, and services or related to it, including but not limited to the quality, accuracy, or usefulness of the information provided as part of or through the site or services, whether the damages were foreseeable and whether or not we were advised of the possibility of such damages. except for the purchase of physical goods, the above limitation of liability applies to the fullest extent permitted by applicable law, and our cumulative liability to you shall not exceed 100 euros in any case. your sole and exclusive remedy for purchased goods is the refund of the amount you paid for the specific product by trainda.
9.8 Indemnity: You agree to release, defend, and hold harmless Trainda and its employees, directors, officers, subcontractors, and agents from all claims, damages, costs, or expenses (including attorney fees) arising directly or indirectly from:
(a) the breach of these terms by you or anyone using your computer or password;
(b) any claim, loss, or damage arising from your use or attempt to use the Site or Services, including any communications or content sent or posted by you through the Site or Services;
(c) any violation of law or regulation;
(d) any violation of third-party rights; and
(e) any other matter for which you are responsible under this agreement or applicable law.
10. OTHER TERMS
10.1 Service Provider Terms of Use: The Customer must accept the currently valid Trainda service provider terms of use, end-user terms of use, and privacy policies. Acceptance of these terms is a condition for using the service.
10.2 Service Pricing: The Customer accepts the current service pricing, which may change at the Provider's discretion. Changes will be notified to the Customer in advance within a reasonable time frame.
10.3 Payment Service Provider Terms: The Customer must accept the currently valid terms of payment service providers, such as Stripe's terms of use and Connected Account terms. Acceptance of these terms is a condition for using the payment services.
10.4 Customer Obligations: The Customer is responsible for providing and updating accurate and current information, such as beneficiary information, to the Provider and payment service providers. The payment service provider may request additional information about the Customer from the Provider and check the information from time to time, and the Customer must promptly provide any missing information.
10.5 Sales Channel Fees: The Customer is responsible for the fees of the payment service provider associated with the use of Trainda's sales channels. These fees will be deducted from the Customer before the actual sales settlement. If the payment service provider cannot deduct the fees in the usual manner, the Provider will invoice the Customer for these actual payment service fees.
10.6 Right to Change Terms: The Provider has the right to change these terms as needed. The Customer will be notified of changes in advance within a reasonable time frame, and the changes will take effect from the specified date. The Customer's continued use of the service after the change will be considered acceptance of the modified terms.
11. LAW AND DISPUTE RESOLUTION
11.1 Applicable Law: This agreement is governed by Finnish law, excluding its conflict of law provisions that could lead to the application of another jurisdiction's law.
11.2 Dispute Resolution: Disputes, disagreements, or claims arising from this agreement will primarily be resolved through negotiations between the parties. If the parties cannot reach an agreement through negotiations, disputes will be finally settled in the district court of the service provider's domicile.
11.3 Enforceability: If any provision of this agreement is found to be illegal or unenforceable, this does not affect the validity or enforceability of the other provisions. The parties agree to replace the illegal or unenforceable provision with a new one that closely matches the original intent.
12. ACCEPTANCE
This agreement has been drafted and accepted electronically or otherwise provably. Do not use the Service if you do not agree to these terms and conditions.