Terms of Service

Effective: December 22, 2023

1. What do these terms cover?

These general terms of service (the "Terms of Service") of Loikka Care Oy ("Loikka" or "We"/"Us"/"Our") apply to the services we provide to you ("You"/"Your"), including services provided via a data network, database or other electronic tools, and the use of such services (the "Services") unless otherwise agreed in writing.

The Services shall be defined separately in writing. The Services may also be defined in email correspondence. The Agreement on the provision of the Services in accordance with the Terms of Service (the "Agreement") will enter into force when: a) You have accepted Our quote for the provision of the Services or b) You and We have otherwise agreed upon the provision of the Services.

2. What do We commit to?

We shall be responsible for ensuring that the tasks for which We are responsible are carried out in accordance with the Agreement, with due care and the professional skill required for the tasks.

We shall be responsible for ensuring that the Service complies with the Agreement. We shall provide You with the necessary instructions for using the Service and the requirements for the operating environment. We shall only provide You with other support related to the deployment of the Service if it is agreed upon separately.

3. What do You commit to?

You shall be responsible for ensuring that the tasks for which You are responsible are carried out in accordance with the Agreement and with due care.

You shall be responsible for acquiring and maintaining the functional status of the hardware, connections and software that You need for the use of the Service and for ensuring the hardware, connections and software are in working order.

You shall designate a contact person from Your organisation responsible for communication with Us.

You shall be responsible for the security of Your information system and liable for the telecommunications and other similar costs associated with using the Service. You shall also be responsible for ensuring that Your hardware, connections, software and data systems meet the operating environment requirements delivered by Us and that the Service is fit for Your intended use.

You must provide Us with sufficient and correct information for the delivery of the Services and otherwise make a reasonable contribution to the delivery of the Services. You shall be responsible for the information and instructions provided to Us, as well as for keeping them up-to-date.

4. Can the Services change?

It is the nature of the Services that We develop them constantly. To enable Us to continue ensuring the right user experience, We shall be entitled to alter the Service in a way that (a) does not negatively affect the Service's quality or availability, (b) affects the Service's production environment but does not affect the Service's content or service level, (c) is necessary to prevent a severe data security threat related to the Service, or (d) results from the law or regulatory provision.

If We make a change to the Service as referred to in this section (6) and that affects the Service delivered to You, We shall inform You of the change good time in advance or, if this is not reasonably possible, without delay after We have become aware of such matter.

5. Service level and training

We undertake to ensure that the Service shall be available to You in accordance with the Service Description attached to the Agreement.

The Service shall only include duties related to training Your personnel only to the extent agreed upon in writing.

6. Use of the Services

As the customer, You must use the Service in accordance with the Agreement.

You shall be entitled to use the Service and the material derived from the Service in Your business for the term of the Agreement.

However, You shall not be entitled to resell or otherwise distribute the Service to third parties without Our prior written consent.

7. User credentials

You shall be responsible for ensuring that Your users store their usernames and passwords carefully and do not disclose them to third parties. You shall be liable for the use of the Service with Your usernames and passwords.

8. Development proposals

During the term of the Agreement and thereafter, You may provide us with suggestions for developing the Service either in written or verbal form. Unless otherwise agreed in writing, We shall receive the unlimited right to use the development suggestions you provide us with in Our business, products and services.

9. Data protection and information security

We shall process the material You add to the Service in the capacity of a party referred to in section 36 of the Personal Data Act (processing personal data on behalf of another party). You shall be responsible for ensuring that You have permission to deliver Us with the data for processing. We shall not collect or process Our own database of Your customers' personal data.

We shall ensure that the Service is secure and that adequate data protection is applied.

10. Intellectual property rights

All intellectual property rights and title to the Service and modifications made thereto shall belong to Us or a third party.

All Intellectual property rights and title to the material You add to the Service (the "Customer Material") shall belong to You or a third party. We shall only be entitled to use the Customer Material for the purpose specified in the Agreement.

You shall be responsible for the Customer Material and for ensuring that the Customer Material does not violate any third-party rights or applicable laws.

When the Agreement is terminated, We shall transfer the Customer Material to You within 30 days of the end of the Agreement. The Customer Material shall be transferred in a widely used digital format.

11. Infringement of intellectual property rights

We indemnify You against claims presented against You claiming that the Service infringe third-party intellectual property rights in Finland provided that You promptly notify Us of the claim in writing of such presented claims, and permit Us to defend or settle the claims on behalf of You, and give Us, at Our request and at Our expense, all necessary and available information, assistance and authorisations. We shall pay all damages awarded in a trial or agreed to be paid to a third party if You have acted in accordance with the foregoing.

If We have reasonable opinion that the Service infringe third party intellectual property rights in the agreed country of delivery or use or if such infringement has been confirmed in a trial, We undertake and may, at Our discretion, to (a) obtain the right for You to continue using the Service, or (b) replace the Service with a corresponding Service that conforms to the Agreement, or (c) modify the Service in order to eliminate the infringement in such a manner that the infringement ceases and the modified Service continues to comply with the Agreement. If none of the above alternatives is possible for Us under reasonable terms, You must stop using the Service at Our request.

However, We shall not be liable for claims if the claim (a) results from alteration of the deliverable by the customer made to an object by Your editorial personnel or from compliance with Your written instructions or a third party, (b) arise from the use of the Service in combination with a product or service other than one that We have provided or approved, (c) could have been avoided by the use of product or service that conforms to the Agreement and is offered by Us for You to use without separate charge, or (d) arise from the use of the Service in violation of these terms or in an application or environment for which it was not intended or designed and for which We have not given prior written consent. Our liability for infringements of third-party intellectual property rights shall be limited as specified in this section (11).

12. When are We entitled to suspend the Service?

We shall be entitled to suspend the provision of the Service due to installation, alteration or maintenance measures affecting the public telecommunications network, in response to a severe information security threat to the Service, or if required by a law or regulatory provision.

13. Backups

We shall be responsible for making back-ups of the Customer Material in the Service.

We shall be obliged to take backups at least once during the working day or at the intervals that We specify to You in advance and retain backups in an appropriate manner according to Our policies. In other regards, You shall be responsible for making back-ups of the Customer Material.

14. Liability for damages and limitation of liability

Each party's total aggregate liability towards the other party for damages based on the Agreement shall not exceed the monthly price, excluding VAT, calculated for the infringing Service at the point of breach of contract, multiplied by six (6) or, if the term of the Agreement is less than six (6) months, the foregoing price multiplied by the term of the Agreement in months. Neither party shall be liable for indirect or consequential damage. Indirect or consequential damage shall mean, inter alia, replacement purchases, loss of customers, loss of profits or damage caused due to decrease or interruption in or production or turnover. We shall not be liable for claims or damages arising from compliance with instructions or orders issued by You.

15. What information must be kept confidential?

Each party undertakes to maintain the confidentiality of the Material and Information that is received from the other party and is either marked as confidential or should be understood as such and refrain from using such material or information for any purposes other than those stated in the Agreement.

However, this confidentiality obligation shall not apply to material or information that (a) is widely available or otherwise public, (b) the receiving party received from a third party without a confidentiality obligation, (c) was in the receiving party's possession without a confidentiality obligation before it was received from the other party, (d) was independently developed by the receiving party without using the material or information received from the other party, or (e) the receiving party is obliged to disclose on the basis of a law or regulatory provision. The party invoking the non-confidentiality of information shall bear the burden of proof of the non-confidential status.

16. What happens in the event of force majeure?

Neither Party shall be liable for delay, loss or damage due to events that are beyond the party's control, that the party could not reasonably have been required to take into consideration when the Agreement was made and that have consequences that the party could not reasonably avoid or overcome. Examples of such force majeure events shall be considered to include, unless proven to the contrary, war or uprising, earthquakes, floods or other comparable natural disasters, interruptions of public transport, public telecommunications or public electricity distribution, import or export embargoes, strikes, lockouts, boycotts or other comparable industrial action. Strikes, lockouts, boycotts or other comparable industrial action shall also be considered force majeure, unless proven to the contrary, when the party itself is the subject or participant. Force majeure affecting a party's subcontractor shall also be considered force majeure affecting the party if the subcontracted performance cannot be performed or purchased elsewhere without unreasonable costs or a substantial delay. The relevant party shall immediately notify the other party in writing of the onset and cessation of force majeure.

17. Can the Agreement be assigned?

Neither party shall be entitled to assign the Agreement in whole or in part without the other party's written consent. However, We shall be entitled to assign the Agreement to an entity belonging to the same group of companies as Us, as defined in the Accounting Act, or in conjunction with a business transfer.

18. Can We use You as a reference?

We shall be entitled to show Your logo and service views on web pages and in other marketing material and communicate the outcomes of the Service and the fact that You are Our customer.

19. What happens to the Customer Material at the end of the Agreement?

On expiration or termination of the Agreement, We shall be obliged to reasonably contribute to the transition of the Customer Material in Our possession to Your designated entity. Unless otherwise agreed in writing, this obligation to contribute shall end after 3 months from the expiration or termination of the Agreement. The agreed pricing list and principles shall apply to services relating to Our obligation to contribute to the transfer. However, the obligation to contribute to the transfer mentioned above shall not apply if the Agreement is terminated due to a material breach of contract by You. However, We shall also have the obligation to contribute to the transfer mentioned above, in the situation referred to above, if You settle all amounts due to Us and provide an acceptable guarantee for further payments under the Agreement.