Terms & Conditions – Fira Sitedrive
These General Terms and Conditions apply to the provision and use of Fira Sitedrive, an online-based service meant for the scheduling and employee guidance of a construction project by Fira Smart Services Oy (“Supplier”).
These General Terms and Conditions will also be applicable in case a reseller of Supplier is providing the Service to the Customer and these General Terms and Conditions have been included to that contract. In such situations the reseller is considered to be Supplier under these General Terms and Conditions and the reseller assumes all rights and obligations towards Customer. In such a case Fira Smart Services Oy is not a contracting party with Customer and any and all claims should be made to the reseller alone.
By signing or otherwise accepting the Service Agreement (by, for instance, clicking “Accept”), you accept these General Terms and Conditions that form an integral part of the Service Agreement.
“Admin User” means any administration user entitled to create other Users who are entitled to use the Service according to the Service Agreement. Admin Users are created by the Customer within the Service.
“Customer” means a company or corporation for which a user ID for the Service has been created on the basis of the Service Agreement and who will be granted access to the Service for the validity of the Agreement.
“Customer Data” means the Customer’s material and information that the Customer or a person acting on behalf of the Customer adds to or creates in the Service and provides to the Supplier.
“Error” means a material deviation in the from the valid service description of the Service.
“Intellectual Property Rights” means copyrights, related rights (including rights to a database and a list or a photograph), patents, utility models, design rights, trademarks, brand names, trade and business secrets, know-how and any other registered or unregistered intellectual property right.
“Party” means either the Customer or the Supplier (collectively referred to as “the Parties”).
“Project” means a project that enables administration of progress and management of individual work site or project created within the Service by Admin User or Project Manager.
“Project Manager” means a person entitled to manage a Project and to create user rights under that Project according to the Service Agreement.
“Service” means the online-based service called Fira Sitedrive, meant for the scheduling and employee guidance of a construction project, provided by the Supplier.
“Service Agreement” means the printed copy or digital agreement concerning the ordering of the Service made between the Parties. The General Terms and Conditions form an integral part of the Service Agreement.
“Service Fees” means the payments charged by the Supplier from the Customer for the use of the Service.
“Users” means the Customer’s Admin Users, Project Managers and other employees and subcontractors who have the right to use the Service in accordance with the Service Agreement.
2. Use of the Service
2.1. Access rights
The Customer has the right, in accordance with the terms and conditions of the Service Agreement and subject to paying the applicable Service Fees on time, to use the Service and create Users to the Service during the validity of the Service Agreement in the form provided to the Customer by the Supplier at the time. These access rights are non-exclusive and cannot be transferred or sub-licensed to a third party.
Users will need to accept user terms of the Service upon registration to the Service for the first time.
The Customer may use the Service only for its internal purposes, and the Customer does not have the right to resell or offer the Service or any part thereof to third parties.
The Supplier has the right to block the Customer’s access to the Service if the Supplier has a justifiable reason to suspect that the Customer is in breach of the terms and conditions of the Service Agreement.
2.2. Access restrictions
The Customer and Users may not:
- copy, modify, distribute, make available to the public, lease or sub-license the Service, or otherwise provide third parties with access to the Service;
- circumvent or try to circumvent the copy protection of the Service;
- reverse engineer the Service, unless permitted by mandatory legislation;
- use the Service for illegal purposes.
2.3. Customer’s general obligations
The Customer is responsible for procuring and maintaining, at its own expense, the hardware and software required for the use of the Service in accordance with the system requirements specified in the service description of the Service.
The Customer agrees to defend, at its own expense, the Supplier in any claims brought against it on the allegation that the Customer has breached the terms and conditions of the Service Agreement.
3. Registration and security
3.1. Registration and approval of the Service Agreement
The person signing or otherwise accepting the Service Agreement on behalf of the Customer confirms that they are authorized to represent the Customer specified in the Service Agreement.
The Customer must provide the Service with the accurate and up-to-date information required for customer communication and for invoicing the Service. The Customer must immediately inform the Supplier of any changes to these details.
The Customer and Users must keep their user IDs and passwords meant for the use of the Service secure and secret, and must inform the Supplier immediately if they have been used without authorization or if the passwords have fallen into the hands of third parties. The Customer is responsible for all measures executed in the Service using the Customer’s user IDs.
User IDs are User-specific and individual Users may not share their user ID with other Users or persons.
4. Customer Data
4.1. Rights to Customer Data
The Intellectual Property Rights to the Customer Data are the property of the Customer.
The Supplier and its subcontractors have a non-exclusive, worldwide and royalty-free right to use the Customer Data for the purposes of providing the Service to the Customer and analyzing the use of the Service.
The Supplier has the right to derive usage data and anonymized statistics from the Customer Data. All rights to such anonymized data reside with the Supplier. For the sake of clarity, it is acknowledged that such anonymized data may not be used in a way that allows for the identification of the Customer or a third party.
If the Service is sold to the Customer via a reseller, Fira Smart Services Oy has similar rights as the reseller under this Section 4.
4.2. Responsibility for Customer Data
The Customer is responsible for ensuring that it has the requisite rights to add Customer Data to the Service and for the use of the Customer Data.
5. Processing of personal data
5.1. Personal data collected by the Supplier
In its customer register, the Supplier collects and processes data on the Customer and Users, relating to the Customer’s order and the use of the Service. This is necessary so that the Supplier is able to provide the Service to the Customer and for other purposes according to the Supplier’s data protection statement. Personal data processed includes name and contact information such as email addresses as well as payment details. The Supplier is entitled to process said data in accordance with its data protection statement.
5.2. The processing of personal data included in Customer Data
The Customer is responsible for processing and saving personal data in the Service in accordance with the Finnish Data Protection Act (1050/2018) and any other laws, regulations and directives applicable to the processing of personal data.
If the Customer Data includes personal data, the Customer is the controller of said personal data, and if the Supplier processes the personal data in question, it does so as a data processor for the Customer.
If the Supplier processes personal data for the Customer:
- The personal data is not transferred outside the EEA, unless otherwise agreed by the Customer and the Supplier. All international transfers of personal data are carried out in accordance with valid legislation.
- The Customer is responsible for ensuring that it has the right to transfer the personal data to the Supplier in such a way that the Supplier can process the personal data legally for the Customer, in accordance with the Service Agreement.
- Unless otherwise agreed, the Customer authorizes the Supplier to use subcontractors in the data processing measures for processing purposes pursuant to the Service Agreement.
- The Customer is responsible for informing, in accordance with valid law, the data subjects and other third parties of the Supplier’s processing of personal data pursuant to the Service Agreement, and for ensuring that it has, when necessary, secured consent for the processing of personal data pursuant to the Service Agreement, should valid legislation so require. Upon registration User accepts the then current user terms and data protection statement.
- The Supplier assists the Customer with the necessary technical and administrative measures to meet data requests from the data subjects and to take care of any other statutory rights of the data subjects.
- The Supplier supplies the Customer with the required information so that the Customer is able to show that it has taken care of its statutory obligations applicable to the processing of personal data.
- The Supplier processes personal data solely for purposes pursuant to the Service Agreement and solely according to the written instructions provided by the Customer.
- Both Parties ensure, through technical and administrative measures, that personal data is not processed contrary to the law and that the information security pursuant to the applicable laws is not compromised.
- All personal data included in the Customer Data that is in the possession of the Supplier must be anonymized or destroyed following the termination of the Service Agreement, after a reasonable period, or immediately, should the Customer so request in writing, or if applicable legislation so requires. The Supplier will inform the Customer of the period of time after which the Customer Data will be destroyed or anonymized when the Service Agreement terminates.
- The Parties agree to cooperate to comply with the EU’s General Data Protection Regulation (2016/679) should it apply to the Supplier’s processing of personal data for the Customer during the validity of the Service Agreement.
6. Provision of the Service
6.1. Delivery of the Service
The Supplier will endeavor to provide access to the Service within the agreed delivery time and will notify the Customer of any expected delays.
The Supplier will endeavor to ensure that the Service will comply in all material parts with the Service’s valid service description.
The Customer shall inform all Errors to the Supplier’s user support as soon as reasonably possible, after the Customer has detected an Error in the Service.
The Supplier endeavors to correct Errors within reasonable time during the normal working hours of the Supplier or its subcontractor.
The Supplier does not provide any guarantees other than those mentioned above in relation to the quality, content or functionality of the Service.
The Supplier shall not accept any responsibility for services produced for the Customer by any third party on the basis of an agreement between another service provider and the Customer in relation to the Service.
The Service is subject to necessary maintenance measures, during which time the Service will not be available to the Customer. The Customer is not entitled to damages or compensation for any service breaks resulting from necessary maintenance measures, unless otherwise separately agreed. Maintenance measures resulting in service breaks may be necessary to install updates or changes to the Service, for maintenance of or repairs to the Service, or for reasons related to information security. The Supplier aims to inform the Customer of such maintenance measures beforehand and to ensure that the maintenance measures do not cause any undue inconvenience to the use of the Service.
Service breaks may also occur due to disturbances in the services, networks or hardware of third parties. The Supplier is not responsible for such disturbances in the services of third parties or for any breaks in the Service caused by them.
6.3. Changes to the Service
The Supplier is entitled, at any time, to change or update the Service or to discontinue the provision of the Service without the Customer’s consent.
The Supplier shall inform the Customer of any material changes to the Service no less than 30 days in advance. The Customer is entitled to terminate the Service Agreement due to a material change on the date when such change would take effect with a 14-day period of notice, prior to the entry into force of the change.
7. User support
The Supplier provides Users with user support in accordance with what has been specified between the parties.
Questions related to the use of the Service and notices concerning Errors in the Service shall be addressed to the Supplier’s user support with contact details specified by the Supplier.
8. Service Fees, other fees and payment
The Service Fees applicable to the use of the Service are agreed in the Service Agreement. Unless otherwise agreed in the Service Agreement, Service Fees are invoiced monthly in advance.
Fees related to the agreed deployment work are invoiced upon signing of the Service Agreement.
The term of payment is 21 days net.
Interest on late payments is determined in accordance with the Finnish Interest Act (633/1982).
All prices are expressed exclusive of any taxes, duties and other such public fees and charges as well as banking fees. If sales, use excise, value-added (VAT), withholding or other similar taxes or levies are required by laws and regulations to be applied or banking fees are charged, such amounts will be added to the prices and shall be invoiced to and payable by the Customer.
Paid Service Fees are non-refundable and shall not be returned to the Customer. If the Customer terminates the Service Agreement in the middle of an order period, the Service Fees paid for that order period will not be returned.
The Supplier has the right to change the prices of the Service by informing the Customer of the change in advance. The changes will take effect one month after the notice has been sent. The change will have no effect on the Service Fees of order periods that have begun before the new prices enter into force. In the event that the Customer does not accept the change to prices, the Customer has the right to terminate the Agreement on the date when the new prices would enter into force with a 14-day period of written notice.
Complaints concerning invoices must be delivered to the Supplier within seven days of the receipt of the invoice.
Each Party agrees to maintain the confidentiality of all materials and data it receives from the other Party in any format whatsoever that have been indicated as confidential or that should be understood as such (“Confidential Material”). Each Party has the right to:
- use Confidential Material only for purposes pursuant to the Service Agreement;
- copy Confidential Material only to the extent necessary for purposes pursuant to the Service Agreement; and
- transfer or disclose Confidential Material only to such employees and subcontractors of the Party who need access to the Confidential Material for purposes pursuant to the Service Agreement. The Party disclosing Confidential Material shall be responsible for the compliance of such parties of the obligations of this section 9.
However, this non-disclosure obligation does not apply to material and data that:
- is generally available or otherwise in the public domain; or
- the Party receives from a third party without a non-disclosure obligation; or
- was in the possession of the receiving Party without a non-disclosure obligation applicable to it before it was received from the other Party; or
- was developed independently by the Party without the help of the material or data received from the other Party; or
- the Party is obligated to publish or disclose due to a law, regulation or some other decision made by the authorities or on the basis of a court decision. The Party publishing or disclosing Confidential Material shall inform the other Party, as soon as and whenever possible.
Each Party must immediately stop using the Confidential Material it has received from the other Party and, unless otherwise separately agreed with regard to the disposal of the material in question, return said material, including all copies thereof, when the Service Agreement comes to an end or when the Party no longer needs the material in question for a purpose pursuant to the Service Agreement. Both Parties are nevertheless entitled to retain the copies required by law or any orders from the authorities.
The rights and obligations applicable to this section shall remain in force even after the Service Agreement has ended and will remain in force for a period of five years as of the Effective Date or, if the Confidential Material is disclosed after the Effective Date, for a period of five years as of the disclosure of the Confidential Material.
10. Intellectual Property Rights
The Intellectual Property Rights to the Service (including any development thereof) are and remain the exclusive property of the Supplier (or the Supplier’s licensors), including, but not limited, to source code and other code, manuals, documents, training materials, and all other materials related to the Service.
The Service Agreement does not transfer the aforesaid Intellectual Property Rights to the Customer, unless otherwise expressly agreed in the Service Agreement.
11. Limitation of liability
Either Party shall have no liability for any (i) indirect, incidental, special or consequential damages including but not limited to loss of profit, revenue or savings, or for damages payable to third parties, or (ii) loss or alteration of data or expenses caused therefrom or cost of cover purchase arising under or in connection with the Service Agreement, even if it has been advised of the possibility of such damages.
In no event shall the Supplier’s aggregate maximum liability (including but not limited to price refunds or reductions) to the Customer arising out of or related to the Service Agreement exceed fifty per cent of the Service Fees paid by the Customer to the Supplier under the Service Agreement.
The limitations of liability shall not apply to damages caused by gross negligence or intentional act.
12. Validity and termination
The Service Agreement enters into force on acceptance thereof and will remain valid until further notice.
The Service Agreement may be terminated by either Party with a period of notice of one (1) month. The termination must be submitted in writing to the other Party.
The Supplier is entitled to terminate the Service Agreement with immediate effect if the Customer fails to pay overdue invoices within 14 days of having received a written reminder to that effect.
Either Party may terminate the Service Agreement if the other Party is declared bankrupt, placed into liquidation or debt restructuring, or becomes insolvent.
Those sections of the Service Agreement that, due to their nature, are intended to remain in force even after the end of the validity of the Service Agreement shall remain in force once the Service Agreement has come to an end.
All notices related to the Service Agreement must be made in printed copies or digital format and sent as a registered letter or via a courier or email to the receiving Party’s address indicated in the Service Agreement. If the contact details of either Party change, the other Party must be informed of this without undue delay.
A notice sent via email is considered received on the next working day following the day on which it was sent, while a notice sent as a registered letter is considered received five days after the posting date, and a notice sent via a courier is considered received once it has been delivered to the recipient.
The Supplier has the right to have its tasks pursuant to the Service Agreement carried out by subcontractors. The Supplier is responsible for the work of its subcontractors in the same manner as for its own work.
Unless the parties otherwise agree, the Supplier has the right to use the Customer’s name and logo as part of The Supplier’s general list of customer references on its website and in its marketing materials
The Service Agreement constitutes the entire agreement between the Parties with regard to the subject matter discussed herein.
Even if either Party were to fail to exercise all of its rights pursuant to this Agreement, said Party shall not be considered to have waived or forfeited the rights in question.
If a clause included in the Service Agreement is found to be illegal or unenforceable, it will have no effect on the validity of the other clauses in the Service Agreement.
The Supplier has the right to transfer the Service Agreement to a company in its group or to the transferee/buyer of the business concerning the Service Agreement without the Customer’s consent.
The Customer does not have the right to transfer the Service Agreement to a third party.
The Supplier may amend the General Terms and Conditions by informing the Customer thereof at least thirty days prior to the entry into force of the new General terms and Conditions in a customer bulletin or otherwise in writing. If the General Terms and Conditions is amended to the detriment of the Customer, the Customer is entitled to terminate the Service Agreement on the date when the amended General Terms and Conditions would enter into force with a 14-day period of written notice.
13.7. Force Majeure
If the performance of the Supplier’s obligations becomes impossible or unreasonably difficult due to an unforeseen event beyond the control of the Supplier, the Supplier is entitled to stop the delivery of the Service and/or prolong the delivery period without liability for damages or other consequences. If the performance of the Service is stopped for more than one month, both Parties have the right to terminate the Service Agreement with immediate effect, without liability for damages.
13.8. Applicable law and disputes
This Agreement is governed by Finnish laws.
Any disputes arising from this Agreement shall be resolved conclusively in arbitration proceedings pursuant to the Arbitration Rules of the Finland Chamber of Commerce. The arbitral tribunal shall consist of a single member. The arbitration proceedings shall be held in Helsinki, and the language of arbitration shall be Finnish.