1. Introduction

These Terms and Conditions govern your use of the agreed software and are fully or partially integrated additional services, together hereafter referred to as Services. The Services are provided by Weny Ltd. You buy access to the Services directly from Weny Ltd. These terms and conditions apply between Weny and you and govern Weny obligations to your business and your obligations as a customer and user of the Services. In these terms and conditions terms appear with initial capital letters. In cases where the terms are not defined directly in the text they are defined in paragraph 21 below.

The customer gets access to the Services as these terms and conditions have been accepted, which occurs in connection with the signing of the agreement.

These terms and conditions applies regardless if the software is given free or has been purchased.

2. Messages

Messages and information about the services is sent through the Service or as a message in the Services interface. Messages can also be left on the relevant website.

The message is deemed as delivered when it is published. Examples of messages are, information about disruptions, new versions, and additional information about the software, support or condition changes. Weny may at its own accord also send the message via e-mail or mail. In such a case, the message is to be considered delivered when it is sent from Weny.

The message applies immediately, unless otherwise stated in the message.

Message from the Client to Weny regarding terms and conditions is primarily sent by e-mail to the address stated on Weny’ website. You can also reach us, Monday to Friday 08:00 to 17:00 on the telephone number shown on Weny’ website.

3. Subscription Agreement

Services are provided as “Software as a Service” (SaaS), where the customer purchases a subscription to the Services that are made available online. When purchasing subscriptions the customer is given the right to access Services and the right to use them in a manner shown in these terms and conditions. All parts of the Services are governed by these terms and conditions, including parts that are added, purchased additionally or are in use at a later time.

The customer receives a limited, terminable, non-exclusive and non-transferable license to use the Services in accordance with the terms and conditions for the Customer’s internal business operation upon payment of fees according to the current price list or contract at the time. Payment of fees according to the contract and fulfillment of the terms and conditions is a necessary condition for the right to use the Services.

Services are provided in existing condition. The right to use the Services is not conditional of or dependent on any particular version of the Services or function at any particular time, but gives access to and the right to use the Services as provided at any given time. The provision of services is not conditional on the delivery of future versions or functionalities, nor dependent on publications, materials or comments relating to or made by or for Weny.

Weny reserves the right to provide the services from another country.

Weny reserves the right to, in its sole discretion, make improvements, additions and alterations, or remove functionalities or correct errors or defects in the Services. Weny disclaims any liability arising from such action. If such a change, in the unlikely event, causes functions to not work or permanently remove such functions which are an essential part of the Services, the Customer is entitled to terminate the subscription immediately. The Customer shall thereupon be entitled to proportional refund of prepaid fees in respect to the part or parts of the Services affected.

Weny reserves the right to change the terms of these terms and conditions and other conditions for delivery of the Services with a 60 days’ notice. If the Customer does not accept such an amendment, the subscription of the Services may be terminated in accordance with section 9 of the terms and conditions. The Customer is entitled to a proportional refund of prepaid fees if they are unable to be used by the customer.

Weny has the right to subcontract the performance of Weny’ commitment under the Agreement. Weny is responsible for the fulfillment of the contractual obligations undertaken by subcontractors as if they had been carried out by Weny themselves.

Upon revocation of the order after a signed agreement Weny reserves the right to charge the actual costs, and 100% of the setup fee and the subscription fee for the first 6 months unless stated otherwise in the contract.

The customer is under no circumstances entitled to transfer or assign, in whole or in part, any license for the services to third parties (including but not limited to mergers and divisions, bankruptcy, change of ownership or Control or to nearby company) if not a written approval is obtained from Weny Ltd beforehand.

4. Access rights

When the Customer has bought a subscription of the Services and accepted the terms and conditions the Customer has the right to use the Services during the subscription period for as many users as the Customer bought the subscription for. The Customer can with his own choice buy the right to more users using the Services, or the right to use fully or partially integrated Additional services according to the prevailing price list or agreement.

Only users with a paid and valid subscription have the right to use the Services. User Licenses are issued for specific named users. User accounts are created and managed by the Customer. User licenses may not be shared or used by more than one user but the Customer can freely transfer one user license to another user. Weny Ltd reserves the right to check the number of user licenses used.

Each User is responsible for confidentiality and accuracy regarding logins and other account information. Customer and /or User must inform Weny immediately upon unauthorized access of login information.

The customer is aware that the use of the service requires access to certain software, equipment and communication services required to use the services. These are shown on the Weny website or communicated by Weny upon request.

Users should not transmit viruses, worms or malware of any kind to the Services or when using the Services. The Services may not be used for any illegal or unauthorized purpose. Users will not violate any laws in the relevant jurisdiction /relevant jurisdictions, including but not limited to copyright laws or transmission of obscene, threatening, abusive, defamatory or offensive data to the Services.

5. Start-up of services

Weny shall provide the Services to the Customer from the Start Date, which is done when Weny provides the Customer’s login information and/or any other indication. The Start Date occurs when Weny makes the necessary credentials and other instructions for accessing the services available to the customer without requiring any special approval from the Customer. Additional services can be made available at a separate time. This will not affect the Start Date.

6. Limitations of Services

The maximum storage for the customer in the services basic configuration is shown on Weny’ website. Contact Weny for quotation on the need for additional capacity.

7. Data processing and privacy

7.1 Treatment of personal data

The Customer’s use of the Services may lead to the transfer of personal data from the Customer to Weny. The Customer is therefore (according to the EU General Data Protection Regulation “GDPR”) considered to be controller and Weny to be processor. The GDPR provides that a contract “Data Processing Agreement” shall be entered into between the controller and the processor as regards the transfer and processing with i.a. the instructions that shall apply to the processing. The Data Processing Agreement that shall apply to the Customer’s use of the Services is enclosed hereto as Exhibit A to these terms and conditions.

7.2 Customer Data

The Customer holds all rights to the Customer’s data and Weny obtains no rights, in addition to that of these terms and conditions, to the Customer Data or any part thereof. Weny has the right during the term of the agreement to use Customer Data to deliver services to the Customer.

7.3 Information Collection

Weny may gather information from the use of the services through automated data collection tools. Weny collects and uses such information with the purpose to ensure, maintain and improve products and services and for statistics and analyzes of various kinds.

7.4 Collection and presentation of identification data

The customer hereby expressly agrees that Weny may collect and view and transfer the Customer’s identification data and profile information to Weny’ database and share information with others. If the Customer does not wish to be registered in Weny’s database the Customer should contact Weny.

7.5 Information security

If not otherwise stated in the terms and conditions, Weny will not sell, rent, rent out or in other ways make the collected Data available to third parties, except in the following situations; (I) to follow law, provision or regulation, or to respond to a final request from the authorities or the police, such as a court order, decision or injunction; (Ii) to investigate or prevent security threats or fraud; (Iii) in the event of reorganization, merger, sale or purchase of all or part of Weny when personal information may be disclosed as part of the reorganization, the merger or to actual and future buyers. Weny will in all such cases ensure that such parties observe the terms as follows here, and notify that such information has been given out.

8. Pricing and Billing

Unless otherwise stated in the Agreement, the charges and billing periods for Services follow the prices as at the time are available by Weny.

Subscription fees are normally charged three months in advance, unless otherwise specified. The parts of Services that in the former case have a charge per Transaction are normally charged in arrears. Weny reserves the right to change the price for Services for upcoming periods.

Terms of payment are normally 30 days. Fees, such as invoice fees, are charged under the conditions at the time applied by Weny. VAT is added to given prices.

Penalty interest is the Bank of Finland fixed reference rate plus 8 percentage points.

9. Agreement Term and Termination

Subscription applies from the Start Date. Unless otherwise stated in the Agreement, the Agreement is valid for twelve (12) months, after which the period is automatically extended for twelve (12) months at a time unless either party terminates the Agreement in writing no later than sixty (30) days prior to the end of each Agreement.

The Customer can at any time increase the number of users. The contract period above also includes the new users. Compensation is based on the Start Date.

Termination of this Agreement, either in its entirety or of certain parts or certain number of users, must be in writing and applies from the date the other party received the notice. Any upfront paid fees are not refundable. As a customer, you are responsible for saving the electronic receipt of the terminated agreement, which is always sent to the customer via email.

Upon termination of the subscription, the Customer’s access to the Services will be locked after the last active subscription day.

The Customer can reduce the number of users only after the initial term expires. If you wish to have the subscription include fewer users than the total subscribed by the customer, such reductions must be notified in writing no later than 30 days before the next contract period. The number of possible signed-in users will then be adapted to the new desired number of users.

If the Customer wishes to export the Customer Data, this shall be done before the last day of active subscriptions. If the Customer wants Weny to help getting data exported this takes place against the current consultancy tariff according to the price list. After the last day of active subscriptions the Customer Data in the service will be deleted and it is up to the customer to save information in other ways.

A terminated subscription agreement can be renewed. Once signed agreements automatically means a new period of 12 months.

10. Early termination

Weny can terminate this Agreement with immediate effect if the Customer has delayed the payments of fees, is insolvent, bankrupt or otherwise unable to fulfill his payment obligations or if the Customer violates this agreement. Weny Ltd has then Right to close Services completely with immediate effect.

11. Availability

Weny shall provide one for the customer safe delivery of services. Services are normally available via the Internet 24/7 seven days a week. Weny (and by them hired suppliers) has the right to take measures affecting the above mentioned availability if Weny considers it necessary for technical, maintenance, operational or safety reason. Planned outage because of system maintenance, the Customer is notified in advance. See Weny’ website for planned operation and maintenance shutdowns.

Unplanned stoppage can occur. In the regard Weny is responsible for, and can affect, such stoppage, Weny shall promptly fix the error.

12. Security

Weny LTD is keen to provide safe and reliable services, and strives at all times to provide adequate administrative, physical and technical security. Weny performs regular backups to ensure that Customer Data is stored safely. In large-scale user mistakes there is a possibility to send a request to Weny about restoration of the last made backup. Restoration is an additional cost.

13. Support

Weny constantly develops its products for Customers to have access to as good software as possible.

The subscription ensures that the Customer has access to the latest versions of the software and also is entitled to help.

The Agreement gives the right to administrative support related to problems with the product.

Unless otherwise agreed, Weny provides product support via Internet, e-mail and phone, Monday to Friday 09:00 to 16:00. Support questions via e-mail are answered, normally within the next following business day. Support issue received via telephone are prioritized after arrival.

Day before weekends Weny reserves the right to keep the support closed, if this were to happen, it will be announced on Weny’ website.

Support means help when there is a problem with standard products from the range of products provided by Weny.

Support for Customer customization is provided within the guarantee period of 3 months, then Customization is handled according to current consultancy tariff. What is meant by Customization can be seen in your contract.

Support is provided to the Customer who is appointed WENY-administrator.

Weny’ obligations does not include to give instructions or educate the user if the necessary information is available in the Services help texts, work flows on the Internet or in other media, to make customer-specific adjustments in the Services, remedy errors that occurred because of the actions of other than Weny staff, careless or improper handling, remedy defects caused by a product / service from a third party connected to the Services or remedy errors caused by faults in the Customer’s technical equipment or errors caused by harmful code. Furthermore Weny is under no obligation to repair faults in the network, operating system or other software provided by third parties. In other words, support does not include Windows, MS Office, printer or e-mail software, etc.

All efforts by Weny should be in reasonable proportion to the subscription fee.

14. Immaterial rights

Weny – or its licensors – is the sole owner of all intellectual property rights (IPR) related to the Services. IPR includes but is not limited to copyrights, patents, trademarks, trade names, designs and product designs, source code, databases, business plans and know-how, whether it is registered or not. All documentation, including manuals, user guides, or other written, electronic or non-electronic, descriptions of how the Services are established and used (Documentation) is considered part of the Services and is subject to the same restrictions. All copyrights, trademarks, registered trademarks, product names, company names or logos mentioned in the Services or in connection with the Services are considered the property of the respective owner.

Weny Ltd claims no intellectual property rights or proprietary rights of any kind, to the data owned by the Customer that is transferred to the Services.

If Weny provides products licensed from another supplier than Weny, the other provider’s license applies before these terms and conditions.

The service can be integrated with applications, websites and services from third parties (”Third Party Applications”), in order to make the content, products and/or services available to the user. These third-party applications may have their own terms of use and privacy policies and the use of such Third Party Applications are governed by and subject to such terms and privacy policies. Weny does not endorse and is not responsible for the behavior, functionality or content of any Third Party Application or any transaction between the user and the provider of such Third Party Applications.

If the Customer infringes on Weny’ or third party’s IPR, or use the Services in a manner inconsistent with the terms and conditions, the Customer shall pay an amount equal to the greater of the equivalent of the Subscription fees for five years in respect to the current licenses or the actual damage. The Customer acknowledges that Weny Ltd can suffer irreparable damage in case of intrusion or damage to the IPR, and that Weny or its licensors shall be entitled to use all reasonable steps to protect its commercial interests, and their property, including all possible measures by law. The corresponding shall apply if the Customer has, or has tried to obtain information or data that the Customer has no right to according to the terms and conditions.

15. Compensation

Weny shall defend the Customer against claims or proceedings in which a third party has submitted a claim under the Customer’s use of the Services under the terms and conditions in contrary to or infringe any third party’s patent, copyright or other intellectual property right. The Customer shall immediately notify Weny if such a requirement has been made. Weny shall, to the extent Weny is responsible, hold the Customer harmless for any costs, fees, damages, expenses or loss suffered by the Customer under a court vindicated settlement or judgment, including attorney’s fees, provided that the Customer cooperates with Weny on the expense of Weny and that Weny gets full Control over the legal process and or settlement, and that the Settlement frees the Customer from all liability. Weny may, at its sole discretion (i) modify the Services so that they are no longer in conflict, (ii) replace the Services with a functionality equivalent to the Services, (iii) obtain a license for the Client’s continued use of the Services, or (iv) terminate Customer’s Account for the Services to a refund of any subscription fees paid in advance for license periods exceeding the day of expiry. The Customer is not entitled to make any other requirements applicable by reason of infringement of third party rights.

What is indicated above shall not be applicable if the Services have been used in violation of the terms and conditions or if claims arise on the basis of modification, integration or Customizing of Services as not performed by Weny.

The Customer shall defend Weny against requirements or processes where a third party submitted a claim based on that Customer Data, or use of the Services is in violation of the terms and conditions, is in conflict with or infringes the third party’s patent, copyright or other intellectual property right, or in violation of applicable laws. Weny shall immediately notify the Customer of any such requirement. The Customer shall indemnify Weny for all costs, fees, damages, expenses or losses that Weny suffers according to a court vindicated settlement or judgment, including attorney’s fees, provided that Weny cooperates with the Customer at the Customer’s expense, and gives the Customer full control over the legal process and / or settlement, and that the settlement relieves Weny from any responsibility.

16. Secrecy

Each party undertakes not to any third party without prior written consent disclose such information if the counter party activities may be regarded as business or professional secrets or which by law is covered by confidentiality ( “Confidential Information”).

The party is responsible for their respective employees and consultant’s observance of the rules set forth herein and should by confidentiality agreements with these or other appropriate measures ensure that contract secrecy is made.

The party’s confidentiality under the Contract applies during the contract and also for a period of five (5) years after the contract has expired.

17. Warranty and Guarantee limit

Weny guarantees that the Services will function essentially as described. The Customer and Weny agree that the Services and the delivery thereof is not completely free of errors and that the performance improvement is an ongoing process. The Customer permits that Services are delivered in existing condition and used at the Customers own risk.

Weny does not guarantee that the Services meet the Customer’s requirements, that they function properly with the Customer’s choice of equipment, systems or preferences, nor that it is not interrupted or free of errors. The Customer is responsible for third-party applications such as web browsers, PDF readers, toolbars, anti virus software and that firewalls are installed properly and allow traffic to the Weny referring websites. Furthermore, it should be noted that the use of the Internet to use the Services are neither installed, maintained nor established by Weny, and that Weny does not have control over the Internet. Weny is not responsible for interruptions or disruptions in the operation of any part of the Internet, and is not responsible for any regulation of the Internet. Weny shall take all reasonable measures considered appropriate to correct and prevent such events; Weny however does not guarantee that no such interruptions can occur. Weny is not responsible for the performance of Internet services or how Internet providers perform their services.

If the services are not functioning in accordance with the above limited warranty, Weny shall correct all found errors or flaws in Services at their own expense. Weny addresses notified errors in the Services as in a serious way affect function of the Services, as soon as possible. Weny reserves the right to determine when and how an error will be corrected and when and how an action should be performed. Weny fixes errors that do not seriously affect the Customer’s use of the Services and/or functionality of the Services, at the earliest at the next official version of the Services.

The Services are delivered as is and neither Weny nor its licensors give warranty, expressly, implied, regarding the suitability for a particular purpose or capacity for system integration. No claims beyond those specifically stated in the terms and conditions made with respect to the Services, and the Customer shall not rely on any claims not expressly mentioned in the terms and conditions.

Links to web pages not owned or controlled by Weny that appear in Services or consequent pages or documentation are provided for convenience only. Weny is not responsible for such websites.

If any part of the terms and conditions is found to be invalid, completely or partly, shall this not affect validity of other provisions. The provision shall in such cases be replaced by a provision which, as far as possible, achieve the original provision purposes.

18. Limitation of Liability

Weny is in no case liable for the contents or ownership of the data.

Weny is in no case responsible for any instructions for Data processing or other measures performed by the Customer’s User.

If Weny is held responsible for payment of compensation to the customer as a result of a breach of any obligation as follows of the terms and conditions, shall such compensation during no circumstances contain compensation for indirect loss or consequential, or damages of any kind as follows of, or is one results of such breach of contract; Extensive but not exclusively all loss of Data, loss of production, loss of revenue or profit, or third party claims or government decisions, even if the Customer has been advised of the possibility of such damages. Weny’s liability under THE TERMS AND CONDITIONS is limited to direct damage, except where otherwise stated by mandatory law, such as in terms of damage caused by gross negligence or intent. All refunds and compensation for direct damage and direct losses and expenses during each contract period shall not exceed an amount corresponding to 12 months’ subscription fees for services under the same period. Such refund or replacement can also not exceed a base amount according to Chapter 2. Section 6 Social Insurance Code.

Neither Weny nor the Customer shall be liable for any delay or interruption of their commitments caused of, or derived from, one of force majeure events, such as earthquake, riot, labor dispute and other events that are in the same way out of Weny’ or the Customer’s control.

In the event that laws, ordinances or regulations relating to the Services or the delivery thereof is changed, or new legislation or regulation becomes effective after the Service has been made available on the market, which prevents Weny from fulfilling instructions from the Customer or Weny’ obligations under the terms and conditions, and/or requiring that the Service is turned off, totally or partially, for a specified period or for an indefinite period, it shall be deemed to constitute a force majeure event. Weny is in no case liable for any force majeure events. In such cases the Customer will be compensated for prepaid subscription fee for the affected Service of the month following the shutdown of the Service by reason of force majeure event. In addition, the Customer is not entitled to make additional demands on Weny.

Even if Weny will show due care for the secure transmission of information between the Customer and the Services, the Customer permits that the Internet is one open system and that Weny cannot guarantee, nor guarantees, that third party is unable to take possession of or change Data or Transference. Weny has no responsibility for such unintentionally abuse, disclosure or loss of Data.

19. Contracting Parties and applicable law

The parties’ rights and obligations shall be entirely governed by Finnish law. Disputes concerning the interpretation of the terms and conditions or use of the Services, the parties shall try to resolve amicably. If dispute cannot be solved this way, the dispute shall be settled by arbitration administered by the Helsinki Chamber of Commerce Arbitration Institute (the Institute). If the dispute does not exceed the target value of EUR 10 000 the Institute’s Rules for Expedited Arbitration shall apply. If the dispute exceeds EUR 10 000 the Arbitration Rules of the Helsinki Chamber of Commerce Arbitration Institute apply. If the dispute reaches an amount between EUR 10 000 and EUR 100 000 the Arbitral Tribunal shall consist of a sole arbitrator. If the dispute exceeds the value of EUR 100 000 the Arbitral Tribunal shall consist of three arbitrators. The disputes value includes the claims made in the Request for Arbitration and any counterclaims in the Respondent’s reply to the Request for Arbitration.

20. Misuse of the Services

According to the Act on the Protection of Privacy in Electronic Communications § 7 (section 26) it is prohibited to send e-mails containing advertising to private individuals who have not chosen to receive such e-mails from companies or organisations or from representatives of companies or organisations (the “opt-in” rule).

The Act is not relevant for “business/organisation to business/organisation” (B2B). It is, however, considered to be good policy to always apply the opt-in principle before any advertisement is posted by e-mail.

The Act also mentions that a link for unsubscription should be included in any e-mail communication containing advertisement (the “opt-out” rule). The Service is a tool that i.a. facilitates so called Permission Marketing in order to create good customer relations.

Should the Customer’s misuse of the Services by spamming lead to that Weny Ltd’s IP-number is blacklisted, i.a. at Spamcop, Weny shall have the right to immediately stop further e-mail advertisement from the Customer until the cause for the blacklisting has been investigated.

In the event that the Customer’s misuse would lead to the blacklisting of the hosting supplier’s IP-number, the Customer shall indemnify Weny for all costs in connection with such change of IP-number.

If the Customer would be convicted or is remarked by the Swedish Consumer Agency for misuse that involves the Service, Weny shall have the right to immediately terminate the subscription without any rights for the Customer to repayment of any prepaid fees or rent.

Weny shall not have any liability, direct or indirect, in case of misuse of the Service as set out in this article 20.

21. Definitions

User – An individual typically employed by the Customer, which by the Customer has the right to use the Service for Customer’s own internal business purposes.

User account – A common term that refers to Customer Users, Data and other information related to Customer’s use of and access to Services.

Data – All data transmitted by the Customer to or from the Service when the customer uses the service in order to be processed by service

Data processing – Any action or series of actions or other use of data by Weny according to the Customer’s instructions or otherwise in order to deliver services to the Customer.

Customer – The legal or individual person that is specified in invoice from Weny and who signs a contract with Weny based on the terms and conditions.

Starting date – The date of delivery of services should be started in accordance with what is stated in the Agreement by Weny providing login information or other instructions for the Customer to be able to take part of the Services.

Additional service (s) – Separate individual features or functional package that the Customer can use against typically separate fees per transaction.