Terms of Service for Cardu
Valid from 28 February 2019
These terms and conditions apply to Cardu, owned by Sunduka Oy, Business ID: 2303055-2, address: Merikoskenkatu 7B52, 90500 Oulu.
1. Definitions
Customer means a customer named in the Service Agreement or the Offer.
Intellectual Property Rights means all registered or unregistered intangible rights, including any related modification and retransmission rights, such as copyrights, patents, utility model rights, trademarks, service marks, trade names, trade names, trade secrets, information skills, technology, methods, and formulas, inventions, development tools, and all of them related documentation and documentation that constitute, describe or relate to intangible rights.
Confidential Material refers to any information and material (in writing, orally, in the form of examples, templates, software code, or technical descriptions, or otherwise) from the receiving Party (the “Donor”) to the Receiving Party (“Receiver”) in any form.
However, material which (i) is already publicly known at the time of delivery or which is made public after the release of Confidential Material without violation of this Agreement shall not be regarded as confidential material, (ii) has been evidenced by the Recipient without utilization of the Confidential Material; legally non-confidential from a non-Donor and provided that no such entity was and is not prohibited from disclosing such information.
Mobile Card means a digital card delivered to the end-user phone by the Cardu Mobile Application of the Supplier Service.
The Service means the Cardu Mobile Card Service developed by the Supplier, where the Cardu Mobile Card application is downloaded to a user terminal connected to the Cardu Manager Content Management System.
Service Agreement means the Agreement between the Supplier and the Customer for the provision of the Service.
The Agreement means the Service Agreement, these General Terms and Conditions, their Annexes, and any subsequent amendments thereto.
Offer means the Supplier’s offer for the provision of Services.
Supplier means Sunduka Oy.
2. Service
2.1. Content of the service
Through the product, the Customer is able to inform the service owners of the things they want by utilizing mobile applications, background software and systems developed by the Supplier. During the 30-day test period, and depending on the order, the customer is then granted limited or full access to Cardu Manager functionality.
Service means the overall system developed by the Supplier to create a digital loyal customer channel: mobile applications for the Cardu service for different platforms, backend system for content implementation and management, and technical production, software maintenance and technical support required for service delivery.
The service includes, without any compensation, any general updates to the Service, but not any optional additional updates. The Supplier will inform the Customer about general updates and additional features at the latest when they become publicly available. Should the Customer later wish to extend the content of the Cardu service by various functions, the Parties shall agree separately on the content, prices and schedule of any additional functionality.
2.2. Functionality, full access
Mobile Card in Cardu
Facility information
All the general features of the service in use, coupons, digital stamps, analytics, push notification or text messaging, feedback and collection.
SKJ cash register system integration
Landing page for downloading a service and loyalty card from the customer’s own page, from Social media, email and print
Ability to distribute the service with assistance to all loyal customers directly through CarduManager
Unlimited content
Unlimited downloads
For Cardu and applications, there are general updates and additional features
Client software for all supported mobile platforms
3. Customer Obligations
3.1. Customer data
If the Customer itself or its affiliates publish the material in the Service, they will be responsible for the correctness of the material not infringing the rights of third parties and complying with all applicable laws.
The Customer is responsible for ensuring that the Customer’s material is available to the Supplier at an agreed time, as agreed (including any interface compatibility) without any defects or errors.
The Customer is responsible for ensuring that the Customer’s material is free of charge for the purposes agreed upon by the Supplier. If the Supplier to introduce a requirement that customer use of the material for the intended purpose violates a third party’s rights, the Customer assumes full responsibility for such requirements, take care of the expense of the supplier in the defense against the presenter and pay on behalf of the Supplier and the Supplier will replace all costs, claims and damages arising from the requirement.
The Supplier is entitled to use the Customer’s material only for the agreed purpose. Any other use is prohibited.
Processing of personal data
By introducing the Cardu OnLine service, the user is provided with the information he / she has provided during the deployment, including at least the Company name, the contact email and the phone number. This information may be used by the Service Provider to re-contact in connection with the introduction of the Service.
The Customer undertakes and is responsible for the proper handling of the personal data of the users of the service in his / her own activities by complying with all applicable provisions of the Personal Data Act and self-regulatory guidelines which the Customer may have committed to (such as the Code of Conduct of the Finnish Customer Marketing Association). It is the customer’s responsibility, for example, to: preparation and maintenance of the required records and compliance with the information obligation for data processing. The Customer is obliged to prepare and submit to the Data Protection Authorities any notices required by law for the processing of personal data. If the Customer obtains new Loyal Customers through the Service in such a way that the Customer becomes the Customer’s Loyal Customer in the Service, it is of particular importance and the Customer’s responsibility that the required data protection information is provided to the Service User upon becoming a Loyal Customer.
The Customer undertakes to take care of and is responsible for the security of the service to the extent that the personal data of the users are moved between Sunduka and the Customer in the Customer’s systems.
4. General obligations
The publisher is responsible for ensuring that its users maintain their username and password carefully and do not disclose them to third parties. The publisher is responsible for the use of the software service through their user names and passwords.
Publisher agrees to immediately notify the supplier password enters into the knowledge of the third party or misuse of a suspected username or password. The publisher’s responsibility for the use of the software by the user name and password of its users ceases when Sunduka Oy has received the partner’s notice or the supplier has otherwise detected abuse.
At the written request of Sunduka Oy, the publisher is obliged to change the password required to use the software service if this is necessary due to a serious security threat to the software service.
Without consulting the publisher, Sunduka Oy has the right to prevent the publisher from accessing the software service if Sunduka Oy rightly suspects the customer is burdening or using the software service in a way that compromises the provision of the software service to other users. Sunduka Oy must, without undue delay, inform the partner of the reasons for blocking access.
4.1. Supplier Responsibilities
The supplier is responsible for performing the tasks under the responsibility of the supplier in accordance with the contract, with due care and professionalism. The supplier produces the software service according to the agreement. The supplier is responsible for the production environment of the software service and for ensuring that the software service matches what the parties have agreed in writing.
The Supplier’s responsibilities include:
- Ensure Cardu service availability, availability level measurement and monitoring as agreed in this service description
- Answer and take care of the functionality, maintenance, and performance of physical data processing equipment related to the service
- Take care of and respond to the functionality and maintenance of client related software
- Responding to the service provider’s material carefully and correctly prepared and up-to-date to notify the partner of the installation, modification, or maintenance of the service, and to ensure that installation, modification, or maintenance does not cause unreasonable interference with the use of the service
- Notifies the customer immediately of any matter that may prevent the software service from being used in accordance with the agreement
5. Content
The customer receives identifiers that can be used to publish and manage their own view and enter content into the service. If the Customer wants the content to be produced by the supplier, based on the material and information received from the Customer, this work will be priced separately in the negotiations unless specifically specified in the contract / order confirmation. The Customer shall properly handle all its obligations and, in any case, its best efforts to contribute to the correctness and lawfulness of the published content.
6. Intellectual Property Rights
All intellectual property and other rights to the Service, its parts, documentation, and background materials remain with the Supplier, and the introduction of the Service does not transfer any rights to the Customer.
The Customer will receive a limited non-transferable license to the Service in accordance with these Terms of Use.
The Supplier shall defend the Client, if this item is alleged that the use of the Service infringe any third party intellectual property rights of the country, provided that the customer shall notify in writing presented to the Supplier of the opposition and give the supplier to use the defendant’s right to speak and to give to the Supplier, at its request and at the expense of all the necessary information available and assistance as well as necessary authorizations. The Supplier is responsible for paying the sentenced or agreed compensation to a third party if the Customer has acted as described above.
If the above argument is made and the supplier’s own view is that there is a justified risk that the use of the Service infringe any third party intellectual property rights, supplier must immediately either (a) obtain the right for Customer to continue to use or, in the Service (b) change the delivery destination that the service in accordance with the respective agreement or (c) provide the Customer with a change to the Service or a new version that prevents the violation or threatening violation and which retains all the features of the Service.
However, the Supplier is not responsible for any claim that: (a) is made by an entity that has control over the Customer or to which the Customer has control as defined in the Accounting Act; (b) is due to a change in the Customer’s delivery to the destination or compliance with Customer’s written instructions; (c) is attributable to the use of a delivery item in conjunction with a product or service provided or approved by a non-Supplier, or (d) could have been avoided by using a published product or service provided by the Supplier without a separate charge, subject to a separate charge.
The Supplier’s liability for violations of the Intellectual Property Rights of the Service is limited by the provisions of this clause 0.
7. Damages and Limitation of Liability
The total amount of compensation payable by the Supplier may not exceed fifteen per cent (15%) of the amount of the Service’s non-VAT monthly payments made to the Supplier in the last six months under the Agreement. The Supplier is not responsible for any indirect or consequential damages (including lost operating profit, lost business opportunities, and lost information).
The Supplier shall not be liable for any delays or damages resulting from an obstacle beyond the Supplier’s control which the Supplier may reasonably be required to take into account at the time of the Contract and whose consequences the Supplier could not reasonably have avoided or overcome. The supplier shall promptly notify the other party in writing of the force majeure and its termination.
Limitation of Liability does not apply to damage caused intentionally or through gross negligence or by violation of Clause 6 (Intellectual Property Rights) of this Agreement.
Except for the insurance and liability agreed in the Agreement, the Supplier excludes any other type of insurance, warranties, liability (explicit, unwritten, statutory or otherwise possible) such as (but not limited to) the integrity, merchantability, fitness for a particular purpose, or other feature of the Service. or the applicability of warranties. Furthermore, the Customer accepts that the recommendations and instructions given by the Supplier during the Agreement are only proposals for the adoption of certain measures, so that their implementation requires decisions and measures taken by the Customer.
8. Confidentiality
The Recipient undertakes to keep the Confidential Material strictly confidential and not to disclose it to any third party, except the Customer if it is necessary to fulfill the obligations of the Customer Agreement. The Recipient undertakes to limit the use of the Confidential Material solely for the purposes of this Agreement and agreed upon in the Resource Order.
The Recipient may disclose Confidential Material to its Associates, Subcontractors and Consultants with the same restrictions as the Recipient received from the Donor. The Recipient ensures that such Associated Companies, Subcontractors and Consultants comply with the confidentiality obligations of this Agreement.
Regardless of what is otherwise agreed, the Recipient may disclose Confidential Material if so required by law, court order or other mandatory regulations, provided that the Recipient, as far as possible, informs the Donor in writing beforehand in writing and has made reasonable efforts to prevent disclosure of the Confidential material.
At the end of the contract or the information supplying party’s request, Recipient agrees to immediately cease the use of confidential information received and to return to the donor receives confidential information, as well as the copies and copies. If confidential information or copies and copies thereof cannot be returned, the Recipient undertakes to destroy them.
This confidentiality obligation is valid for five (5) years from the termination of the Agreement.
9. General Payment Terms
The Cardu service can be enabled through the OnLine purchase, whereby the monthly payment is based on the size of the service package. In this case, the payment will be debited from the credit card indicated by the customer by the payment service company BrainTree represented by PayPal. The supplier does not collect or store customer credit card information at any stage of the service.
CarduPro pricing is subject to the following payment terms:
If the Agreement does not specifically specify the pricing of the Service or a part thereof, the Supplier’s current general price list shall apply.
The Service Deployment Fee must be paid 10 days after signing the Agreement. Monthly payments are paid in 3-month installments in advance. The increase in the monthly fee due to the increase in the number of customers will be charged retroactively for the period during which the number of customers has increased above the limit increasing the previous monthly payment.
Other work will be billed when the job is done or the service delivered. The payment period is 14 days from the date of the invoice, unless otherwise specifically agreed in writing.
If the contract follows the annual pricing of the service, it will be charged in the first month of the new contract year.
If you wish to terminate the service agreement, it must be made in writing. In the case of an SME contract, the notice period is 3 months from the beginning of the month following the termination.
If the contract is subject to an annual contract, it must be terminated 3 months before the beginning of the next contract year.
Otherwise, the contract is automatically valid for 12 months.
All prices in the Agreement are gross figures that do not include VAT, usage, sales, or similar taxes, which are added to invoices, as applicable. If the value of the VAT or other public charges or the basis of the claim changes either due to changes in the legislation or the change in tax practice, the taxable prices of the Services will also change accordingly. The billing currency is the euro. The Parties undertake to comply with all applicable tax laws.
The supplier is entitled to a price increase. The supplier must notify the possible price increase 45 days prior to the entry into force of the new price list. The Customer has the right not to accept the increase and to terminate the Agreement on this basis before the notice period specified in the Agreement. Due to the price increase, the contract need not be changed in writing.
10. Other terms and conditions
The agreement cannot be transferred to a third party without the consent of both.
An agreement is a whole and one part cannot be removed without negotiating the cost structure again.
The agreement may only be amended by written agreement between the two parties.
11. Appropriate law and dispute resolution
This Agreement is governed by Finnish law. Disputes concerning the interpretation or execution of the Agreement shall primarily be settled through negotiations between the Parties. If no solution can be found in the negotiations, the disputes will be settled by the Oulu District Court.