These are the general terms and conditions for Flo Apps Ltd's ("Supplier") services, which apply to all services provided by Flo Apps Ltd.
"Service" means the service provided by the Supplier as agreed in a separate main contract document.
"Customer" means a recipient of the Service who has entered into a contract with the Supplier for the Service to which these Terms apply.
"Parties" means the Supplier and the Customer who has ordered the Service together.
"Agreement" means the Master Agreement document approved by the Parties, together with these Terms and Conditions.
"Supplier's Software" means the computer programs used by Supplier to implement the Service, together with their source code, documentation, configuration files and other material.
In the agreement
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the terms 'personal data', 'processing', 'data subject' have the same meaning as in the EU General Data Protection Regulation (EU) 216/679;
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"Data" means any information stored by the Customer on the Service that may contain personal data.
The Service will be provided on a server designated by the Supplier. The Supplier is responsible for the maintenance of its servers. The Supplier shall be entitled to provide the Service under the Contract in the manner it deems best and to use subcontractors to fulfil its contractual obligations.
The Supplier has the right to make changes affecting the technology and use of the Service. The Supplier shall endeavour to notify the Customer of any changes affecting the Service within a reasonable time in advance.
The Supplier is not obliged to implement changes requested by the Customer. However, any changes required to the Service may be agreed separately, in which case the changes will be invoiced separately. If such a change is agreed, the Supplier may decide to add the change to the standard features of the Service or other Supplier's product. The Supplier may then grant discounts to the Customer on the charges for the modifications.
For website projects, the Supplier will register the Customer's domain name through third party registration services, if necessary. The domain name will be registered on the basis of the information provided by the Customer. The Customer is responsible for ensuring that the Customer has the right to use the domain name to be registered.
The Customer is granted access to the Service, which is valid for the duration of the Agreement.
All rights to Supplier's Software used in the Service and any changes or updates thereto shall belong to the Supplier or third parties. Except for the right of use under this Agreement, Customer shall not have any rights to the Supplier Software or any other material produced or provided by Supplier unless otherwise agreed in writing.
The Customer retains the rights to the material submitted by the Customer to the Service.
The Customer is responsible for the material submitted to the Service and for ensuring that the Customer has the necessary intellectual property rights or permission to use and distribute the material.
The Customer shall be responsible for costs, such as claims and attorneys' fees, incurred if a claim is brought against the Supplier for material used or posted by the Customer on or through the Service.
Each Party agrees to keep confidential any information received from the other Party that is declared confidential and any information that is understood to be confidential.
When using the Service, the Customer stores information in the Service that may contain personal data.
When using the Service, the Parties undertake to comply with the provisions of the EU General Data Protection Regulation (EU) 2016/679.
The Customer is the data controller within the meaning of the Regulation, with the Supplier acting as data processor on behalf of the Customer.
The Supplier is entitled to process the data stored in the Service only in accordance with the Customer's written instructions and for the purposes set out in this Agreement, unless otherwise provided for by the GDPR or legislation. In addition to this Agreement and the Supplier's Security Policy and any written instructions provided separately by the Customer, written instructions shall be deemed to include instructions provided by the Customer through the use of the Service.
If applicable law requires the Supplier to process the data for any other purpose, the Supplier shall inform the Customer prior to such processing, unless such law prohibits prior notification.
The Supplier shall state the principles and description of the processing of data in the Security Policy. The Supplier shall not, without the Customer's consent, extend the processing of data beyond that stated in the Security Policy. The Supplier has appointed a Data Protection Officer, whose contact details are indicated in the Security Policy.
The data processed is the data stored by the customer in the service.
The data will be processed by the Supplier for the duration of this contract.
Upon termination of the Agreement, the Supplier is obliged to remove the Customer's materials from the Service. Unless otherwise agreed, the Supplier shall delete the data within one month of the termination of the contract at the latest. The Supplier shall not be liable for any damages incurred by the Data Subject as a result of the deletion of the data.
Upon termination of the Agreement, the data shall be deleted from the Supplier's backup systems within the time period specified in the Security Policy.
The Customer and the Supplier shall take appropriate technical and organisational measures to ensure the secure processing of personal data, taking into account both the cost of implementing state-of-the-art technology and measures and the risks to the nature, scope, context and purpose of the processing and the rights and freedoms of natural persons.
The Supplier shall assist the Customer, taking into account the nature of the processing, by appropriate technical and organisational measures, to exercise the rights of the data subject (as set out in Chapter III of the GDPR).
Given the information available to the supplier and the nature of the processing, the supplier will assist the controller:
(a) in general, to ensure the security of processing (Article 32);
(b) to notify data breaches to the authorities (Article 33);
(c) to notify data breaches to the data subject (Article 34);
(d) contributing to the assessment of the impact of the processing (Article 35);
(e) consulting the authority in high-risk situations (Article 36).
Where appropriate, the supplier shall assist the customer in the preparation of a data description.
Such assistance shall be subject to a fee in accordance with the price list in force at the time.
The Supplier shall make available to the Controller all information necessary to demonstrate compliance with its obligations under the Contract and shall allow and participate in audits carried out by the Controller or another auditor authorised by the Controller.
The auditor shall be approved by both the Customer and the Supplier before the audit is carried out. The auditor shall not be a competitor of the Supplier. The Supplier shall charge the Customer for the time spent on both requests for information and audits in accordance with the applicable price list.
The customer undertakes that:
(a) The Customer is obliged to ensure that the Data Subject has given his or her informed consent to the storage of the Data Subject's data in the Service or that there is another legal basis for such storage;
(b) The Customer shall ensure that the Data Subject is informed of the information required by the GDPR on the purpose of the storage and other aspects of the processing of the data and of the Data Subject's rights;
(c) if the purpose of the processing is changed or extended, the Customer is obliged to inform the Data Subjects and to obtain any necessary consents for the processing;
(d) if the data are stored in the Service by another party on behalf of the Customer, the Customer shall be obliged to ensure, by means of adequate agreements, that such party complies with this Agreement and with the provisions of the GDPR.
Only employees of the Supplier who need the data for their work are allowed to process personal data. Employees of the Supplier who process personal data are bound by confidentiality obligations.
As part of this Agreement, the Customer grants the Supplier a general authorisation to use subcontractors, whereby subcontractors may be changed or added without prior authorisation, provided that the Customer is informed in advance. The Customer shall then have the opportunity to object to the new subcontractor in advance. The subcontractors used by the Supplier shall comply with the requirements of the General Data Protection Regulation. The subcontractors are listed in the Supplier's Security Policy.
The Customer's activity must not cause inconvenience, disruption or damage to the Service, the network or other users. The Customer shall act in accordance with Finnish law, official regulations and good manners.
If an authority or a third party proves that illegal material has been sent or received through the Service or that damage or harm has been caused, the Supplier shall have the right to remove the illegal material, block its use or close the Customer's Service without consulting the Customer.
If a third party makes a substantiated claim that material used or distributed by the Customer on the Service infringes the third party's copyright or other intellectual property rights, the Supplier, after consulting the Customer, shall have the right to remove or block access to the material.
If the Internet traffic or other load caused by the Customer deviates significantly from the corresponding normal use of the agreed Service, the Supplier shall be entitled to change the pricing, suspend the provision of the Service or terminate the Agreement during the term of the Agreement without notice. The Supplier may also restrict the use of the Service, for example by prioritising network traffic. Prior to termination, the Supplier shall notify the Customer.
The Supplier shall provide the Customer with the necessary IDs, passwords and other information that may be required to use the Service.
The Customer is obliged to keep the user IDs and passwords (together the Identification Data) that enable the use of the Service carefully and separately from each other. The Customer shall be responsible for all use of the Service under the Customer's User IDs. If the Customer has reason to suspect that the Login Credentials have fallen into the wrong hands, the Customer shall immediately notify the Supplier.
If necessary, the Supplier shall have the right to change the Customer's user name and password.
The Supplier has the right to use the Service provided to the Customer and the Customer's trade names or trademarks appearing therein in its own marketing and in training events organised by the Supplier (right of reference). The Customer shall have the right to prohibit the use of all or part of the trade name or trademark by notifying the Supplier in writing. Unless otherwise agreed, the right of reference shall survive the termination of this Agreement.
The provider offers support both online and by telephone on weekdays from 9 a.m. to 5 p.m. At other times, the helpdesk can be reached electronically.
The supplier will solve the problem either on its own or by contacting subcontractors to resolve the situation.
The target is to provide 99.99% annual availability of the Supplier's services.
The Supplier shall normally resolve critical problems that prevent the provision of services within one hour (1 hour) of receiving a fault report. Critical problems will also be responded to outside normal working hours. In some situations, a one-hour turnaround time is not possible, but such situations are rare.
Problems that disrupt service delivery will be resolved within four hours, within normal working hours.
Problems that occasionally interfere with service production will be resolved within one working day, within normal working hours.
The supplier reserves the right to charge a fee in accordance with the price list for repairs, provided that the problem does not prevent the production of the service and that the repair is carried out outside normal working hours. The maintenance does not cover the correction of errors that are not due to any cause beyond the Supplier's control. The Supplier does not guarantee the functionality of the Service in the event that the use of the Service is prevented due to the temporary inability of the Supplier's subcontractor to perform its obligations.
The Supplier has the right to temporarily suspend the provision of the Service if necessary for maintenance or servicing purposes. The Supplier shall endeavour to keep such interruptions as short as possible. Where possible, interruptions will be communicated in advance.
The Supplier shall not be liable to the Customer for any damage caused to the Customer by any short-term interruption of the Service.
The Customer shall inform the Supplier without undue delay if there are any interruptions, problems or other disturbances in the Service and shall actively participate in resolving the problems.
The Supplier has the right to suspend the use of the Service for an indefinite period of time if the Supplier considers that the Customer's actions are contrary to Finnish law, good customs or the Agreement between the Parties.
If the Customer does not use a free-of-charge Service for more than one year, the Supplier has the right to close the Customer's Service and delete the Customer's data from the system without notice. Any re-opening of the Service shall be carried out by the Supplier on an hourly basis. The costs of the re-opening shall be borne by the Customer.
The prerequisite for taking action against a defect is that the defect is repeatable by the Customer or the Supplier.
The Customer shall, to the extent and with the speed required by the situation, assist in the troubleshooting process to recover the defect.
The Supplier shall not be liable for any failure or malfunction caused by use contrary to the Contract or the instructions given by the Supplier, or by any software other than that installed by the Supplier or modified by the Supplier. The Supplier shall be entitled to charge separately for the correction of such errors in accordance with the price list in force.
The Supplier shall be entitled to charge the Customer, in accordance with its then current price list, for maintenance work resulting from an incorrect or incomplete error report or from the Customer's use of the Product in a manner or environment that does not comply with the Supplier's instructions.
The Supplier shall be entitled to charge the Customer for any costs incurred in investigating a fault or error caused by the Customer's equipment, telecommunications, software or other malfunction or error in the Customer's system which causes inconvenience or disruption to the Supplier or the Service.
The Supplier's liability for any error shall always be limited to the correction of the error or the re-provision of the incorrectly performed Service.
The Supplier reserves the right to charge for maintenance of the Service and troubleshooting other than those described above, such as support and advice, at the Supplier's price list.
The fees for using the service are indicated in a separate price list. The Supplier reserves the right to make changes to the price list. Changes shall take effect from time to time and shall be notified to the Customer forty-five (45) days before the end of the contract period. The prices in the price list shall be subject to the applicable value added tax.
If the Customer does not pay the agreed fees, the Supplier has the right to close the Customer's Service and delete the Customer's data from the system. The re-opening of the Service shall be carried out by the Supplier on an hourly basis and the costs thereof shall be borne by the Customer.
The up-to-date price list for FloMembers is available at https://flomembers.fi/pricing
The Supplier shall be entitled to charge the Customer for any costs incurred by the Customer in resolving a complaint against the Supplier.
If the early termination of the contract is caused by a breach of contract by one of the parties, the party in breach of contract is liable to compensate for the damage caused by the early termination of the contract. However, the Supplier shall not be liable for any indirect or consequential damage.
The Supplier's liability shall in all cases be limited to a maximum of the fees paid for the use of the Service for the current contractual period.
The Services produced on the Supplier's servers and the material sent to them shall be backed up regularly. However, the Supplier shall not be liable for the destruction, loss or alteration of the Customer's data or files and for any resulting damages and costs, including the costs of recreating the files.
The Supplier shall not be liable for any damage caused by any delay, alteration or loss of material transmitted via the Service.
The limitations of liability shall not apply to damage caused intentionally or by gross negligence.
Damages must be claimed from the Supplier within two (2) months of the date on which the defect giving rise to the damages was discovered or should have been discovered.
Neither Party shall be liable for any delay or damage caused by an obstacle beyond its control which it could not reasonably be expected to have foreseen at the time of entering into the agreement and the consequences of which it could not reasonably have avoided or overcome. A strike, lockout, boycott or other industrial action shall be regarded as force majeure even if the party to the contract is itself the object of or a party to it.
Force majeure suffered by a subcontractor of a party shall also be considered a ground for exemption if the subcontracting cannot be obtained elsewhere without unreasonable expense or substantial loss of time.
The Party shall promptly notify the other Party of the force majeure event, as well as the termination of the force majeure event.
The Parties are not entitled to transfer the Agreement to a third party without the prior written consent of the other Party. However, the Supplier shall be entitled, without the Customer's consent, to transfer the Contract, in whole or in part, to a third party to whom the business covered by the Contract is transferred. The Supplier shall inform the Customer of the transfer in advance.
The Supplier shall be entitled to assign its claims under the Contract to a third party. After notification of the transfer of claims, payments may validly be made only to the assignee.
The contract is valid for an indefinite period or until the end of the contract period specified in the main contract. The contract shall be automatically renewed at the end of the contract period for a new contract period of the same duration, unless the contract is terminated in writing at least one (1) month before the end of the contract period. The corresponding period of notice for the Supplier shall be three (3) months.
The Supplier shall have the right to delete the Customer's data from the Service one (1) month after the termination of the Agreement.
The Supplier shall have no obligation to retain Customer Data or to facilitate the return of Customer Data if the Supplier has suspended the provision of the Service due to the Customer's failure to pay any fees due for the use of the Service or if the Customer has failed to perform any other obligations under this Agreement.
The Supplier shall have the right to refuse to release or transfer the Customer's domain name or other identifiers required for the Service or its management if the Customer has not paid any fees under this Agreement.
Termination must be submitted in writing.
The Customer shall send notices relating to this Agreement in writing to the Supplier's address or email address specified in this Agreement or as subsequently specified.
The Supplier shall send written notices relating to this Agreement to the email address last provided by the Customer. Notices sent by e-mail by the Supplier shall be deemed to have been received by the Customer on the day following the day on which they were sent.
This Agreement shall be governed by Finnish law. Disputes arising from the contract will be settled by the Helsinki District Court, unless otherwise provided by mandatory law.
In the event of any conflict between the Agreement and its annexes, the terms and conditions set forth in the Master Agreement shall prevail, followed by these Terms of Service.
The Supplier may amend these terms and conditions, in which case the Customer will be informed of the new terms and conditions at least two months before they enter into force. If the terms have been changed to the detriment of the Customer, the Customer shall be entitled to terminate the Contract without notice.
These terms and conditions shall enter into force on 1 August 2024 and shall remain in force until further notice.
The latest version of these Terms and Conditions is available at https://github.com/FloAppsLtd/Documents.