(Last updated November 2019)
Platform of Trust Oy (business ID 2980005-2)
c/o Suomen Tilaajavastuu Oy
Tarvonsalmenkatu 17 B
1.1 These Platform of Trust General Terms of Service (“General Terms”) are applicable to the Platform of Trust Service (“Service”) of Platform of Trust Oy (“Supplier”) and its use by the customer entity (“Customer”) entering into an agreement with the Supplier concerning the provision of the Service. The Supplier and the Customer are jointly referred to as the “Parties” and each separately as a “Party”.
2.1 The Customer enters into the agreement concerning the Service (“Agreement”) with the Supplier by following the registration process as available at the Supplier's web site located at www.platformoftrust.net (“Web Site”).
2.2 The Agreement consists of the following documents, all of which form an integral and inseparable part of the Agreement in addition to what the Supplier and the Customer may have agreed separately:
2.2.1 These Platform of Trust General Terms of Service
2.2.2 The Platform of Trust Data Processing Agreement
The documents described above shall be applied in the order described above so that in case of discrepancy, a document with a smaller number shall take precedence over a document over a larger number.
2.3 If the Supplier and the Customer have agreed on additional terms concerning the Service by a separate agreement, such a separate agreement document also forms an integral and inseparable part of the Agreement and shall, in case of discrepancy, take precedence over any other document forming the Agreement.
2.4. The use of the Service may require, from time to time, the use of goods or services provided by third parties. Any such third-party goods or services are provided solely subject to their applicable third-party terms and conditions. The Supplier shall not assume any liability on the part of such third parties.
2.5 The use of the Service is subject to the terms and conditions of the Agreement at all times. The Customer must review and accept all terms and conditions of the Agreement prior to using the Service.
3.1 The service descriptions setting out the functionalities and features of the Service are available at the Web Site. The Supplier provides the Service to the Customer substantially as set out at the Supplier's Web Site and as set out in the Agreement.
3.2 The purpose of the Service is to enable the Customer to use various sources of data for the Customer’s business purposes, provided to the Customer in a standardized format through the Service. The data provided to the Customer through the Service (“Conveyed Data”) is sourced either from the Customer itself, or from third party suppliers of such data (“Data Supplier(s)”). Further, the Customer may create additional data within the Service, for example by analysing the Conveyed Data and building data models or digital twins of real-world objects (“Customer Data”).
3.3 Unless expressly agreed otherwise, the Customer manages its Data Suppliers which Data Suppliers are not in a direct contractual relationship with the Supplier. Such Data Suppliers use the Service under and in accordance with the Customer’s right to use the Service.
3.4 When entering into the Agreement, the Customer shall specify all its Data Suppliers, as well as the formats of Conveyed Data supplied by the Data Suppliers, and the relevant API specifications. If the APIs specified by the Customer are not supported by the Service and accredited by the Supplier, the Parties shall separately agree on the development of such APIs.
3.5 The Service may also provide a marketplace feature where Data Suppliers and app developers may sell and purchase data and applications to be used through and in connection with the Service. Any parties operating through such marketplace must execute a separate marketplace agreement with the Supplier. Such parties shall agree on the provision of apps or data directly with their customers, subject to the marketplace agreement and subject to both parties of such transaction having an agreement in place with the Supplier on the use of the Service.
3.6 The scope of the Service is not fixed but may vary depending on which type of Service and plan the Customer chooses to order from time to time, selected from the standard service plans made available by the Supplier.
3.7 The Supplier reserves the right to make changes to the Service (including without limitation any APIs) at any time. If a change made by the Supplier has an adverse effect on the agreed contents of the Service or the agreed service levels, the Supplier shall inform the Customer of such change at least thirty (30) days before the effective date of the change. In such a case the Customer shall have the right to terminate the Agreement subject to thirty (30) days' prior written notice. The termination notice must be delivered to the Supplier in writing prior to the effective date of the change.
3.8 The Supplier shall always have the right but shall have no obligation to make without prior notification such changes to the Service that (a) concern or relate to the production environment of the Service and do not have an adverse effect on the agreed contents of the Service or the agreed service levels, (b) are necessary to prevent any data security risk to the Service, or (c) result from law or from an administrative order.
3.9 The Customer shall be responsible for its own expenses arising from any changes made in the Service, its APIs or its related certificates.
4.1 The Supplier shall use its commercially reasonable efforts to make the Service available on a 24/7 basis, however, without any warranty as to the availability of the Service at any particular time. The Customer expressly agrees and understands that the Service is provided strictly on an “as is” and “as available” basis.
4.2 The Supplier shall have the right to suspend the provision of the Service for a reasonable period of time if this is necessary in order to perform installation, change or maintenance work in respect of the Service or if such suspension results from installation, change or maintenance work in respect of public communication networks. The Supplier notifies of such suspensions at the Web Site.
4.3 The Parties may agree on extended service levels, which may be subject to additional fees. If the Parties have agreed on extended service levels, the Service shall be provided to the Customer in accordance with such extended service levels.
4.4 Regardless of what may have been agreed on extended service levels in the Agreement, the Supplier shall in no way be liable for any failure to comply with any service levels caused by a reason attributable to a Data Supplier.
5.1 The Customer shall be responsible for ensuring that the Service, the Customer Data and the Conveyed Data are suitable for the Customer’s needs.
5.2 The Customer shall be solely responsible for its use of the Service including any breach of the Agreement by the Customer, its authorised users and Data Suppliers. The Customer shall ensure that any users it authorizes to use the Service as well as all Data Suppliers comply with the Agreement at all times and use the Service only in accordance with the Agreement. The Customer shall be responsible for any use of the Service under the Customer's account, including any use by the Customer’s Data Suppliers.
5.3 The Customer shall be responsible for ensuring that Data Suppliers may supply the Conveyed Data through the Service, including ensuring that personal data regulation is complied with, and that confidentiality obligations and restrictions of use do not restrict the sharing of such Conveyed Data through the Service.
5.4 The Customer and its authorized users may only use their own credentials to use the Service. A user must protect their user IDs, passwords, private keys and other credentials against any disclosure to third parties. The Customer must promptly notify any suspected loss, disclosure or unauthorized use of user credentials to the Supplier.
5.5 The Customer shall change (and shall ensure that its authorized user changes) a password required for the use of the Service upon request of the Supplier if necessary due to data security risk to the Service. The Supplier shall have the right to change any credentials when this is required due to compelling technical reasons, security reasons or to other similar reasons. The Customer shall be responsible for its own expenses arising from any such change.
5.6 The Customer shall be responsible for paying any fees in accordance with the invoices sent by the Supplier, including for the avoidance of doubt, any fees based on the use of the Service by the Customer’s Data Suppliers.
5.7 The Customer shall be responsible for its own devices, systems, applications, connections and software used to access the Service, including their security.
6.1 The Customer shall use and shall ensure that its authorized users use the Service in accordance with the following acceptable use policy. The Customer shall ensure that the Service is not used:
6.1.1 To engage in, promote or encourage any illegal activity or to violate, or encourage the violation of, the legal rights (including without limitation intellectual property rights) of others;
6.1.2 Under a false or forged identity or under incorrect or misleading information concerning the Customer or its authorized users (including without limitation providing forged documents of any kind);
6.1.3 Under another user's credentials, passwords or private keys (whether revealed accidentally or shared intentionally);
6.1.4 For any invasive, infringing, obscene, defamatory, offensive, harmful, harassing or fraudulent purpose or communication against third parties, the Supplier or it's employees;
6.1.5 To distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
6.1.6 To violate security or integrity of any network, computer or communications system, software application or network or computing device (such violations to include without limitation unauthorized access, interception of data or traffic or falsification of origin);
6.1.7 To interfere with the use of the Service, or the equipment used to provide the Service, by others;
6.1.8 To disable, interfere with or circumvent any aspect of the Service;
6.1.9 To generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations ("spam"), including alteration or obscuring mail headers or assuming sender's identities; or
6.1.10 To access any other product or service of the Supplier or its subcontractors in a manner that violates the Agreement.
6.2 The Supplier (and its subcontractors where appropriate) reserve the right, but assume no obligation, to review the Customer's and its authorized users' use of the Service. The Supplier (and its subcontractors where appropriate) may report suspected illegal activities to officials or other appropriate third parties, including the disclosure of appropriate information regarding the Customer.
6.3 If the Customer becomes aware that its use of the Service infringes the policy set out herein, the Customer agrees to immediately cease the infringing use of the Service without separate notice and shall ensure that its authorized users do the same. The Customer agrees to comply with any requests of the Supplier as regards to the ceasing of any use of the Service that infringes the policies set out herein.
6.4 Without prejudice to any other remedies available to the Supplier, the Supplier shall have the right to suspend the provision of the Service and/or deny the Customer's and/or its authorized users' access to the Service without first hearing the Customer or any user due to a data security risk to the Service or if law or an administrative order requires the Supplier to do so or if the Supplier becomes aware of or reasonably suspects any activities of the Customer or its authorized users that infringe on the terms and conditions of the Agreement, including the policies set out in this Section 6.
7.1 The subscription types and the fees applicable to the Service, as in force from time to time, are available at the Web Site. The actual fees for Service will vary depending on the Customer's use of the Service.
7.2 All fees are invoiced monthly in arrears, unless agreed otherwise. All fee payments are final and non-refundable, unless set out otherwise in the Supplier's refund policy as in force from time to time and as available at the Web Site.
7.3 The term of payment of each invoice shall be fourteen (14) days net from the date of the invoice.
7.4 Interest on any amounts overdue shall accrue in accordance with the applicable Finnish Interest Act (Korkolaki 1982/633, as amended). The Supplier shall have the right to charge invoice reminder fees for late payments in accordance with its price list as in force from time to time. The Supplier shall also have the right to reasonable invoice collection costs or to assign the invoice for collection by another Supplier.
7.5 The Supplier reserves the right to increase the rates applicable to the Service once (1) per calendar year. The Supplier shall inform the Customer of such change at least thirty (30) days before the effective date of the change. In such a case the Customer shall have the right to terminate the Agreement subject to thirty (30) days' prior written notice. The termination notice must be delivered to the Supplier in writing prior to the effective date of the change.
7.6 All rates and fees are set out without value added tax (VAT) or any other applicable sales tax, which shall be added to the rates and fees in accordance with the then-applicable tax laws and regulations.
7.7 The Supplier shall have the right to suspend the provision of the Service and/or deny the Customer's and/or its authorized users' access to the Service without first hearing the Customer or any user if the Customer fails to pay all unpaid overdue invoices within fourteen (14) days from a written notice from the Supplier. The Supplier shall have the right to charge a fee for the reactivation of the Customer's and its authorized users' rights to access the Customer's Account in accordance with the Supplier's price list as in force from time to time.
8.1 All rights, title and interest, including all intellectual property rights in and to the Service, and any changes thereto shall belong exclusively to the Supplier or its licensors. Except for the express license to use the Service granted to the Customer, the Customer shall have no rights, license or interests in and to the Service or any Intellectual Property Rights pertaining thereto.
8.2 The Customer shall have a limited non-exclusive, non-transferable, non-sublicensable right to use the Service during the term of the Agreement for the purposes set out in the Agreement. The Customer's license to use the Service extends to the Customer's named Data Suppliers.
8.3 All rights, title and interest, including all intellectual property rights in and to the Customer Data, the Conveyed Data and any changes thereto shall belong exclusively to the Customer, the Data Suppliers or their liscensors.
8.4 The Customer grants and shall ensure that the Data Suppliers grant:
8.4.1 To the Supplier a worldwide, non-exclusive, perpetual irrevocable, fully paid up, royalty-free transferrable and sublicensable right to the Customer Data and the Conveyed Data for the purpose of providing the Service; and
8.4.2 To any third party using the Service which the Customer has the authorized to access such Customer Data or Conveyed Data, a non-exclusive, perpetual, irrevocable, fully paid up, royalty-free, transferrable and sublicensable right to use such Customer Data or Conveyed Data for the purposes set out in the Agreement.
8.5 The Customer and its authorized users may, at their sole discretion, provide feedback and development ideas to the Supplier. The Supplier shall have a worldwide, non-exclusive, perpetual, irrevocable, fully paid up, royalty-free transferrable and sublicensable right to use such feedback and development ideas in the further development of the Service without restrictions and without any obligation to provide any kind of compensation to any party.
9.1 The Supplier agrees to defend the Customer, at the Supplier's own expense, against any third party claims or actions where a third party claims that the Service infringes upon Intellectual Property Rights of a third party claims that the Service infringes upon Intellectual Property Rights of a third party valid in the European Economic Area (EEA), provided that the Customer:
9.1.1 Notifies the Supplier of such claim immediately upon receipt of notice thereof;
9.1.2 Provides the Supplier, free of charge, with all available information, permissions and assistance;
9.1.3 Grants the Supplier the Supplier the sole and exclusive right to control the defence of the claim; and
9.1.4 Does not agree on any settlement of such claim or action prior to a final judgment thereon by a competent court of law or court of arbitration, without the express prior written consent of the Supplier.
9.2 If the Customer has acted in accordance with Sections 9.1.1 to 9.1.4, the Supplier shall pay any damages finally awarded to the third party claimant by a competent court of law or court of arbitration.
9.3 If the Supplier justifiably deems that the Service infringes or may infringe upon any third party rights, the Supplier shall have the right, at its own expense and in its sole discretion, to (a) acquire for the Customer the right to continue the use of the Service; or (b) replace the Service; or (c) modify the Service to the extent necessary to avoid the infringement, however so that the replaced or modified Service shall substantially conform to what has been set out in the Agreement.
9.4 If none of the alternatives defined in Section 9.3 are available to the Supplier on commercially reasonable terms and/or without the significant loss of time, the Supplier shall have the right to terminate the Agreement in whole or in part subject to a notice period set by the Suppler at its sole discretion, upon which the Customer agrees to cease using the Service and the Supplier agrees to reimburse the fees paid by the Customer for the terminated Service, less a proportion equal to the time of use of the Service by the Customer.
9.5 The indemnity in this Section 9 shall not apply to, and the Supplier is not liable for any claim that (a) is based on a claim by any Customer affiliate; or (b) is based on the modification or alteration of the Service or a modification or alteration influencing the Service by the Customer or any third party; or (c) results from complying with any instructions, specifications or design given by the Customer or any third party under the command and control of the Customer; (d) arises or results from the use of the Service in combination with any software, equipment or products not developed or supplied by the Supplier or which are contrary to instructions given by the Supplier; or (e) could have been avoided by using the latest version of the Service made available by the Supplier to the Customer.
9.6 This Section 9 sets out the entire liability of the Supplier and the Customer's sole remedy in case of any infringement of any Intellectual Property Rights.
9.7 The Customer agrees to indemnify the Supplier, at the Customer's own expense, against any claims made towards the Supplier based on any Customer Data or Conveyed Data, including without limitation claims that the Customer Data or Conveyed Data infringes third- party intellectual property rights or that the Customer Data or Conveyed Data otherwise infringes applicable laws and/or regulations. The indemnity obligation set out herein also extends to any third party using the Service which the Customer has authorized to access the relevant Customer Data or Conveyed Data.
10.1 The Customer or the Data Supplier is the data controller regarding any and all personal data the Customer or its authorized users upload to the Service, including all Conveyed Data. The Supplier (or its subcontractor where appropriate) processes such personal data on the behalf and for the benefit of the Customer or the Data Supplier in accordance with the Data Processing Agreement that forms a part of the Agreement. The Customer shall ensure that the Data Suppliers have collected any personal data contained in the Conveyed Data in accordance with the applicable data protection regulation and have the right to transfer such data or have such data processed in accordance with the Agreement.
10.3 The Customer represents and warrants that it has obtained the necessary permits, authorizations and consent to let the Supplier process personal data as set out in the Agreement, including any personal data contained in the Customer Data and the Conveyed Data. The Customer shall be solely responsible for ensuring that it has the right to transfer personal data to the countries where the Supplier's and its hosting partner's servers are located.
10.4 By using the Service, the Customer understands and accepts that the Customer Data and Conveyed Data may be provided to the Supplier's subcontractors for the purposes of providing the Service and for securing and improving their services as well as other purposes set out in Agreement. Furthermore, the Customer Data and Conveyed Data may be provided to third parties using the Service, as authorized by the Customer in the Service.
11.1 The Customer understands and acknowledges that no online environment or cloud service provides complete data security, nor can a service be fully secured against all possible vulnerabilities.
11.2 All facilities used to store and process the Customer Data and Conveyed Data will adhere to reasonable security standards no less protective than the security standards at facilities where the Supplier (or its subcontractor as relevant) processes and stores its own information of a similar type.
11.3 The Supplier uses data centers that are located within the European Economic Area for the provision of the Service.
11.4 The Customer is solely responsible for making appropriate backups of its data, and the Supplier or its subcontractors shall in no way be liable for any deletion of or failure to store any data of the Customer or other communications maintained or transmitted to the use of the Service.
11.5 Upon the termination of the Agreement for any reason, the Supplier shall retain the Customer Data and any Conveyed Data stored in the Service for thirty (30) days after the effective date of the termination and make the Customer Data and Conveyed Data available to the Customer via the Service. The Customer understands that some Customer Data existing solely within the Service (such as created data structures or workflows) may not be returned to the Customer. After the thirty (30) days' period, the Supplier shall have the right to destroy the Customer Data from the Service.
12.1 Each Party shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential ("Confidential Information"), and may not use such Confidential Information for any other purpose than those set forth in the Agreement. For the avoidance of doubt, the Supplier shall have the right to disclosure Confidential Information of the Customer for the purposes of providing the Service, as authorized by the Customer in the Service.
12.2 The confidentiality obligation shall, however, not apply to material and information, (a) which is or later becomes generally available or otherwise public; or (b) which the receiving Party has received from a third party without any obligation of confidentiality; or (c) which was rightfully in the possession of the receiving Party prior to receipt of the same from the disclosing Party without any obligation of confidentiality related thereto; (d) which a Party has independently developed without any use of or reference to the Confidential Information received from the other Party; or (e) which a Party is required to disclose under any mandatory law or by order of a court or governmental body of competent jurisdiction.
12.3 Each Party shall promptly upon termination of the Agreement, or when the Party no longer needs the Confidential Information in question for the purpose of performing its obligations or exercising its rights under the Agreement, cease using the Confidential Information received from the other Party and, unless the Parties separately agree on destruction of such Confidential Information, return the Confidential Information in question (including all copies and reproductions thereof) to the other Party. Each Party shall, however, be entitled to retain the copies required by law or administrative orders applicable to such Party.
12.4 Notwithstanding the confidentiality obligation set forth herein, each Party shall be entitled to use the general professional skills and experience acquired in connection with the performance of the Agreement.
12.5 The rights and obligations related to the Confidential Information shall survive the termination or cancellation of the Agreement for a period of three (3) years from such termination or cancellation.
13.1 Except as expressly provided in the Agreement, the Supplier disclaims all warranties and obligations of any type relating to the Service, including any warranty of merchantability, fitness for a particular purpose, and any warranty of accuracy of information provided (except that it came from an authorized source). The Supplier disclaims any and all liability for negligence and lack of reasonable care on the part of the Customer and/or third parties relying on electronic signatures.
13.2 The Supplier disclaims all warranties as regards the Conveyed Data, its accuracy, authenticity, quality, correctness or completeness.
14.1 The total aggregate liability of a Party towards the other Party under the Agreement shall not exceed per calendar year an amount corresponding to the fees (excluding VAT) paid by the Customer to the Supplier during the twelve (12) months preceding the event giving rise for the claim.
14.2 A Party shall not be liable for any indirect, incidental, or consequential damages such as loss of profits, revenue or business, damages caused due to decrease in turnover or production or loss, alteration, destruction or corruption of data even if the Party has been advised of the possibility of such damages.
14.3 All data contained in the Service, including all Conveyed Data, is provided on an "as-is" basis. The Supplier does not have any means to authenticate or review any such data, including any Conveyed Data. The Supplier assumes no liability for the accuracy, authenticity, quality, correctness or completeness of any data contained in the Service, any Customer Data or any Conveyed Data, and the Customer uses such data solely at its own risk.
14.4 The limitations of liability shall not apply to damages caused by wilful misconduct or gross negligence or to liability under Section 9 (Indemnification) or Section 12 (Confidentiality).
15.1 The Supplier shall be free to use subcontractors in the performance of its obligations under the Agreement. The Supplier shall be liable for the acts and omissions of its subcontractors under the Agreement as for its own.
15.2 The Supplier shall have the right to use its relationship with the Customer in its marketing and sales promotion activities.
15.3 Neither Party shall be liable for any delays or non-performance of its obligations or any damages caused by an impediment beyond its reasonable control, which it could not have reasonably take into account at the time of entering into the Agreement, and whose consequences it could not reasonably have avoided or overcome. For instance, errors in public communication networks or electricity supply shall constitute such an impediment. Strike, lockout, boycott and other industrial action shall constitute a force majeure event suffered by a subcontractor of Party shall also discharge such Party from liability, if the work to be performed under subcontracting cannot be done or acquired from another source without incurring unreasonable costs or significant loss of time. Each Party shall without delay inform the other party in writing of a force majeure event and the termination of the force majeure event.
15.4 All amendments to the Agreement shall be made in writing and shall be confirmed by both Parties' signatures.
15.5 Neither Party shall be entitled to assign nor transfer its rights, benefits and obligations under the Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Supplier shall, however, have the right to assign the Agreement to its group company, or to a third party in connection with a sale or transfer of its business or relevant part thereof.
15.6 The Supplier shall have the right to update these General Terms as well as any generally applicable documentation forming a part of the Agreement (i.e. documentation that has not been specifically negotiated with the Customer), at its sole discretion. The Supplier shall notify the Customer of such update at least thirty (30) days in advance. Should the Customer not accept the updates General Terms, the Customer shall have the right to terminate the Agreement by a written notice to the Supplier, effective as of the effective data of the new General Terms.
15.7 Any terms and conditions that by their nature or otherwise reasonably should survive a cancellation or termination of the Agreement shall be deemed to so survive.
16.1 The Agreement shall remain in force until terminated by a Party. The Customer shall have the right to terminate the Agreement for convenience by a three (3) months' written notice to the Supplier. The Supplier shall have the right to terminate the Agreement for convenience by a six (6) months' written noice to the Customer.
16.2 A Party may terminate the Agreement for cause with immediate effect upon written notice to the other Party if:
16.2.1 The other Party becomes insolvent, applies for or is adjudicated in bankruptcy or liquidation or corporate restructuring or otherwise ceases to carry on its business; or
16.2.2 The other Party is in material breach of the terms and conditions of the Agreement and fails to remedy such breach (if the breach is of such a nature that it can be remedied) within thirty (30) days from the date of receipt of a written notice by the non-defaulting Party, such written notice detailing the breach and the intention to terminate.
16.3 Upon the termination of the Agreement for any reason, any fees owed by the Customer shall become immediately due. The Customer may be entitled to a refund of fees paid in advance in accordance with the Supplier's refund policy as in force from time to time and as available at the Web Site.
17.1 The Agreement shall be governed by and construed in accordance with the substantive laws of Finland, excluding its choice of law provisions.
17.2 Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland.
17.3 Notwithstanding anything set out in Section 17.2 above, the Supplier shall have the right to claim unpaid Fees in a public court.