FLIQ PLATFORM TERMS OF SERVICE 4/2024
1 BACKGROUND
1.1 These Terms of Service (“Terms”) apply to the delivery and use of the Fliq Platform
(“Service”) provided by Fliq Oy (Business ID 2564365-1, “Supplier”). The Service is provided as Software-as-a-Service (SaaS) in accordance with these Terms.
2 DEFINITIONS
2.1 In these Terms, a User refers to a natural person who uses the Service.
2.2 In these Terms, a Customer refers to a legal entity that has subscribed to user rights for the Service or is represented by a User of the Service.
2.3 In these Terms, a Price List refers to the Supplier’s currently valid price list or price lists specifying the prices of the Service or services to be delivered.
2.4 In these Terms, a Service Description refers to the description of the functionalities, contents, service level, and intended use of the Service or the document included as an appendix to the agreement.
2.5 In these Terms, Information refers to data and files stored by the Customer in the Service. User Information refers to data saved by the Service that specifies how the User and the Customer use the Service.
3 SERVICE CONTENT AND SERVICE LEVEL
3.1 The content of the Service is determined by the Service Description.
3.2 Instructions for the Service, its operating environment requirements, and up-to-date customer support contact information are available from the Supplier upon request.
3.3 The Service may be modified as the Supplier develops it further. The Supplier has the right to make changes that (a) do not reduce the content or service level of the Service, (b) are necessary to address a data security threat to the Service, (c) result from legislation or a regulatory authority’s requirements, or (d) have been communicated to the Customer well in advance.
3.4 The Supplier may deny access to the Service without prior notice if the Supplier suspects that inappropriate Information has been stored in the Service, such Information may risk access for other users, or these Terms are violated.
3.5 The Supplier aims to keep the Service available at all times but may suspend its use for updates, maintenance, or addressing data security threats. The Supplier will strive to inform the Customer about interruptions in advance whenever possible.
3.6 The Supplier does not guarantee uninterrupted operation of the Service and is not responsible for the availability of third-party communication or network services that affect the Service.
3.7 The Customer Agreement may include separately agreed-upon customized components or expert services for an individual Customer.
4 DATA PROTECTION, CYBER SECURITY, AND CONFIDENTIALITY
4.1 The Service is used for processing technical and commercial data, including personal data, in compliance with European data protection legislation. The processing of personal data is described in a separate Fliq Data Processing document.
4.2 It is specifically noted that in connection with providing the Service under this agreement, the Supplier processes personal data related to the Customer’s employees, decision-makers, or other individuals (e.g., the Customer’s technical or administrative contact persons) for purposes such as providing the Service, troubleshooting, customer management, customer service, invoicing, communication, marketing, service development, or similar purposes (“Supplier’s Personal Data”). For such data, the Supplier acts as the data controller under applicable data protection legislation and is responsible for the legality of the processing. Unless otherwise agreed in writing, the Customer may not issue instructions regarding the Supplier’s Personal Data. Further details on the Supplier’s personal data processing are available at www.fliq.io/en/privacy-statement/.
4.3 The Supplier implements appropriate industry-standard measures to protect the Service and Information from data breaches.
4.4 The parties or their employees or group companies may not use or disclose the other party’s confidential information to third parties except as specified in these Terms. Confidential information must be handled with at least the same degree of care as the party’s own confidential information and at least with reasonable diligence.
5 IDENTIFICATION DATA
5.1 The Customer must ensure that all usernames and passwords are stored securely and separately. The Customer must not disclose these credentials to third parties. If credentials are disclosed to third parties, or if the Customer suspects such disclosure, the Customer must inform the Supplier without delay to prevent unauthorized use. The Supplier may suspend access to the Service until new credentials are implemented.
5.2 The Customer is responsible for all actions performed using their credentials until the Supplier has been notified of their potential compromise and has had reasonable time to block unauthorized access.
5.3 If a User has stored credentials carelessly or otherwise contributed to their compromise, the Customer is responsible for all resulting damages to the Supplier or third parties.
6 GENERAL RIGHTS AND OBLIGATIONS OF THE SUPPLIER
6.1 The Supplier grants the Customer and Users a limited, non-exclusive, non-transferable, and non-sublicensable right to use the Service during the subscription period for the purposes defined in these Terms. The Service is provided as a license, not sold, and ownership of the Service does not transfer to the Customer or Users.
6.2 The Supplier delivers the Service professionally and diligently in accordance with these Terms. The Supplier may include open-source software or modules in the Service.
6.3 The Supplier will notify the Customer promptly about any issues that may prevent the use of the Service as specified or endanger the confidentiality of the Customer’s Information.
7 GENERAL RIGHTS AND OBLIGATIONS OF THE CUSTOMER
7.1 The Customer is entitled to use the Service for internal operations as defined in these Terms.
7.2 The Customer or User may not resell or otherwise distribute the Service to third parties unless explicitly agreed upon.
7.3 The Customer is responsible for procuring and maintaining the necessary devices, connections, software, and operating environment for using the Service. The Customer must ensure that these meet the Supplier’s specified requirements and that the Service is suitable for their purposes.
7.4 Unless otherwise agreed, the Service is hosted on a server managed by the Supplier or a third party. The Customer must ensure that no attempt is made to copy, examine, modify, or disrupt the Service, its source code, databases, or data stored by other customers.
7.5 The Customer must not allow the Service to be used in countries where legal restrictions apply that deviate from Finnish law.
7.6 The Customer is responsible for the use of the Service, the content of stored Information, and the data exchanged using the Service.
8 GENERAL RIGHTS AND OBLIGATIONS OF THE USER
8.1 By using the Service, the User agrees to comply with these Terms. The Service may only be used by a legally competent adult authorized by the Customer and in accordance with these Terms.
8.2 The User must store their username and password securely and must not disclose them to third parties. The User is responsible for actions taken using their credentials. If credentials are disclosed to a third party or unauthorized use is suspected, the User must notify the Supplier without delay. The Supplier may request the User to change their password if a security threat is identified.
8.3 To ensure the security and usability of the Service, the Supplier reserves the right to terminate a User’s account if the User has not accessed the Service for 12 months.
9 PRICE AND PAYMENT TERMS OF THE SERVICE
9.1 The prices and payment terms for the Service are defined in the Supplier’s currently valid Price List, which is included in the selected Service Description. The Supplier may revise the prices by notifying the Customer at least 30 days before the changes take effect.
9.2 Prices include any applicable public fees set by authorities, excluding value-added tax (VAT). VAT will be added to the prices in accordance with applicable regulations. If public fees or their grounds change due to regulatory or taxation amendments, the prices will be adjusted accordingly.
9.3 If an invoice is not paid by the due date, interest on late payments will accrue in accordance with the Finnish Interest Act until the total overdue payment, including accrued interest, is settled. The Supplier may suspend access to the Service until all outstanding payments are made.
9.4 The Customer is also liable for reasonable reminder and collection fees related to overdue payments. If an invoice is disputed, the undisputed portion must still be paid by the due date.
10 INTELLECTUAL PROPERTY RIGHTS AND CUSTOMER’S DATA
10.1 The Service and its content are the property of the Supplier or its licensors and may be protected by copyrights or other intellectual property rights. These Terms do not grant the Customer or Users any additional rights to the Service, other than the usage rights explicitly defined herein. The Supplier retains the right to freely use any suggestions, comments, or feedback provided by the Customer or Users without obligation or compensation.
10.2 Ownership and intellectual property rights to the Information stored in the Service belong to the Customer or a third party.
10.3 The Customer is responsible for ensuring they have the right to use and store the Information in the Service without violating any third-party rights or applicable laws.
10.4 The Customer is liable for any costs, claims, or demands directed at the Supplier or its group companies arising directly or indirectly from the Customer’s stored Information or breach of these Terms.
10.5 The Supplier may use Information and User Information as follows:
< wpml_linebreak >a) The Supplier may use User information for purposes such as improving the Service, invoicing, compiling statistics, and other similar uses. User information may also be disclosed to third parties for the same purposes, provided this complies with applicapbe data protection legislation.< wpml_linebreak >
b) The Supplier may only use the Customer’s Information for the purposes agreed upon in these Terms, unless otherwise agreed in writing.
10.6 Unless otherwise agreed in writing, the Supplier is responsible for backing up the Customer’s Information stored in the Service at least once every working day. The Customer is responsible for any additional backups they require.
10.7 If Information stored by the Customer is destroyed, lost, or damaged in whole or in part due to the Customer’s actions, the Supplier is entitled to charge the Customer for the costs of restoring the Information.
11 LIMITATION OF LIABILITY
11.1 Except for the warranties expressly stated in these Terms, the Supplier makes no other guarantees regarding the suitability of the Service for a specific purpose, its quality, or the non-infringement of third-party rights.
11.2 The Supplier is not liable for any indirect damages incurred by the Customer. The Supplier’s maximum liability in any case is limited to the total fees paid by the Customer for the Service, excluding VAT, for the six (6) months preceding the event causing the liability.
12 VALIDITY AND TERMINATION
12.1 This agreement consists of the following documents, which are inseparable parts and applied in the following order: 1) Customer Agreement, 2) Service Description, 3) Price List, and 4) these Terms.
12.2 The Supplier may amend these Terms or other agreement terms due to changes in legislation, industry practices, or the content of the Service. Customers will be notified of any changes at least 30 days in advance. If the Customer does not accept the changes, they may terminate the agreement with a maximum notice period of six (6) months, during which the amended terms will not apply.
12.3 Unless otherwise agreed, the agreement is valid until further notice. The Customer may terminate the agreement with a one (1) month notice period, and the Supplier may terminate it with a three (3) month notice period.
12.4 Either party may terminate the agreement immediately in writing if (i) the other party is declared bankrupt, placed into liquidation, or permanently insolvent, or (ii) the other party materially breaches the agreement and does not remedy the breach within 30 days of receiving written notice.
13 GENERAL TERMS
13.1 The Supplier has the right to postpone the delivery time, cancel the agreement, or modify the Service if its business is hindered due to a force majeure event, such as war, natural disaster, strike, or other similar reasons.
13.2 Neither party may transfer this agreement without the prior written consent of the other party. However, the Supplier may transfer the agreement to a group company or a third party in connection with a corporate reorganization.
13.3 If any provision of these Terms is found to be invalid, the remaining provisions shall remain in force.
13.4 This agreement is governed by Finnish law, and any disputes shall be resolved through arbitration in Vaasa.
