TERMS OF SERVICE
General Conditions of Use and Contract
The terms and conditions provided below shall apply to the use of applications, products, and services of Vello Solutions Oy as contractual terms, unless otherwise agreed upon in writing. These general conditions of use and contract are intended primarily for registered users of the Vello service, who use the Vello service for professional activities.
01 - Validity
01.1. Compliance with the Conditions
These general conditions of use and contract shall enter into force and shall be complied with from 22 November 2023. The conditions shall remain in force until further notice, replacing any previous conditions of contract. By continuing to use the Vello service, the Client accepts these conditions of use and contract and the Rules of the Vello service.
These conditions and the Finnish law shall primarily apply to an agreement, unless otherwise agreed upon in writing. Where these conditions of use and contract are inconsistent with other terms and conditions applied to an agreement, these conditions of use and contract shall take precedence in the event of a dispute, unless otherwise agreed upon in writing.
01.2. Updating the Conditions
Vello reserves the right to update these conditions at any time. Where a change to these conditions has a material impact on the rights and obligations of the Client, the Client has the right to terminate the agreement on the effective date of the change.
02 - Establishment of an Agreement and Client Relationship
An agreement is concluded between a person or enterprise that registers as a user of the service (hereinafter referred to as the “Client”) and Vello Solutions Oy that is responsible for the provision of the service (hereinafter referred to as the “Supplier”) when the Client or their representative
starts using the Vello service. Any representative of the Client declares that they are authorized to accept these terms and conditions.
The Client is obligated to provide factual company information and to ensure the up-to-dateness of the information in the Vello service.
02.2. Introduction of the Service
Primarily, the Client may begin using the Vello service and most additional features independently, in which case the agreement shall be considered to have been concluded at the moment of introduction. Introduction of certain additional features (e.g., the Kanta interface) may require support provided by the Supplier, in which case the agreement regarding such features shall be considered to have been concluded at an agreed upon time or, at the latest, when the feature is available for use by the Client.
Insofar as the implementation of the introduction has been agreed separately in writing, the Vello service shall be considered to have been taken into use when the agreed upon introduction measures have been completed and the Vello service or part of the Vello service has been delivered to the Client. If the actual production use of the Vello service is delayed for reasons attributable to the Client, the Vello service shall be considered to have been taken into use when the Vello service or part of the Vello service has been delivered to the Client.
In cases of doubt, use of the Vello service shall be considered to commence on the 1st of the month following registration.
Registration as a user of the service obligates the Client to accept the Rules of Vello, which comprise, inter alia, the terms and conditions of use and the privacy statement. The agreement and client relationship shall remain in force for an indefinite period until termination.
The Client may only register one copy of the Vello service for their use. The Supplier has the right to prevent the Client from registering multiple Vello services or disable any additional Vello services used by the Client.
03 - Service Contents
The Vello service is an audited (KPMG IT Sertifiointi Oy, November 2023) category A1 patient information system offered as a cloud-based service, and it was designed to be used, inter alia, for reservations and the management of patient information.
The users and final customers of the Vello service include both corporate clients and consumers. Customer relationships pertaining to final customers and the ownership of customer information primarily belong to the Client, unless otherwise agreed or unless the final customer has separately established a customer relationship with the Supplier by, for example, creating a Vello account.
The region- and language-specific contents of the Vello service are presented on the website of the service. Service contents may be divided into more than one service package. The Supplier reserves the right to change the contents of the service or the service packages at any time.
Certain features or components of the Vello service or the utilization of some of these may be dependent on the level of information security established in the Client’s organization, their capabilities, sector, location, documentation, equipment, and final customers and the technologies used by them. The Vello service and the related ancillary services shall be delivered to the Client as completely as possible, while still taking into account the possible restrictions mentioned above. The Client shall not be entitled to compensation or reduction in price if any part of the Vello service remains unutilized by the Client. The Supplier has the right to use subcontractors in providing the Vello service.
03.3. Content Stored by the Client
The Client is responsible for ensuring that the products and services sold in the Vello service and their descriptions, prices, availability, duration, delivery times, return and cancellation terms, communications, contents, and any information collected from customers are correct. The Client undertakes to maintain the above and ensures that any information presented publicly in the Vello service is up to date, lawful, and consistent with corresponding information presented elsewhere (such as the website of the Client).
For the sake of clarity, the Client does not have the right to sell its products or services in the Vello service at a higher price or under poorer conditions than in other channels.
The Client is obligated to only store, publish, or transfer information or material that is the Client’s own or is owned by it for use in the Vello service. Such materials may not contain any information that is illegal, offensive, disparaging, inappropriate, unacceptable, racist, or contrary to accepted principles of morality. Neither can the contents be harmful or in any way detrimental to the business activities of the Supplier or third parties. The Client undertakes to compensate the Supplier for any damage that is caused by breaches of intellectual property rights or other rights of third parties due to contents stored or otherwise processed in the Vello service by the Client.
The Client undertakes to deliver any products and services purchased from the Client in the Vello service in full in the condition and the schedule they were sold under in the Vello service.
Unless otherwise agreed, the agreement is based on the Client storing and backing up any contents as it sees fit.
03.4. Content-Based Reporting
As part of the Vello service, the Client has the option to utilize reports produced by the Vello service. The Client is responsible for ensuring the accuracy of reports used and to notify the Supplier of any errors without delay.
The Supplier will not be responsible for errors in reports due to mistakes by the Client or errors caused by incompetent use of the Vello service.
Neither shall the Supplier be responsible for the validity of decisions taken or conclusions made based on reports or their fitness for the business activities of the Client.
03.5. Fitness for Purpose
The Client is responsible for ensuring that the Vello service and any additional features are fit for the purposes of the Client and that they meet the Client’s needs.
04 – Payment Services and Payment Terminals
04.1. Introduction of Payment Services
When the Client begins using payment services enabled by the Vello service, the Client activates the option to transfer money between the Client and the final customer. At the same time, the Client accepts that the Supplier will deduct a payment transaction commission from each payment transaction in accordance with the valid price list at each time.
These conditions of use and contract apply to payment services only insofar as Vello is responsible for the implementation of the services. As regards other payment services, the Client will conclude and accept a payment service agreement with each company that uses or provides payment services.
The Supplier will provide the Client with the tools and integrations required for accepting payments from final customers. This includes payment terminal devices.
The Supplier will also provide information on the payment methods supported in different channels. The Client is responsible for ensuring that the products and services sold by the Client and its sales and payment transactions fulfill the requirements of relevant laws and regulations and are permitted by law.
04.2. Introduction of Payment Terminals
The features of the payment terminals and the contents of the equipment delivery are described on the website of Vello. The Client may introduce one or more payment terminals to be used with their Vello service by placing an implementation and equipment order in the manner specified by the Supplier.
Any order placed for payment terminals shall be binding. Upon ordering payment terminals, the Client shall accept the price list for payment services and terminals. The Supplier has the right to charge the Client in accordance with the order.
The payment terminal devices are the property of the Supplier including all accessories and possible replaceable parts. The Client receives the right of use and possession of the devices delivered. The Client does not have the right to sell, lease, pledge, or otherwise assign a payment terminal or the right of possession of a terminal to a third party. Neither shall the Client have the right to modify, change, or customize a payment terminal or its software.
The Client shall be responsible for the purchase of any other equipment (such as a cash register) that may be required in order to enable the payment options the Client wishes to use. The Client shall also be responsible for any purchases pertaining to the use (such as electricity and network connections), updating, and replacement of payment terminals and all related costs. The Supplier shall not be held responsible if the use of a payment terminal is prevented due to an issue with a purchase made by the Client.
The Client does not have the right to use payment terminals for any other purposes than accepting payments from its final customers.
04.3. Use of Payment Terminals
The responsibility for the payment terminals is transferred from the Supplier to the Client once the Client has received the device. The Client is obligated to check and test the functionality of the payment terminal without delay following the delivery. Any comments or complaints regarding the delivery shall be made within one week of receiving the device.
The users of payment terminals should be equipped with sufficient know-how for the appropriate use of the devices. The Client is responsible for ensuring that payment terminals are only used by people who are authorized to do so. A person who accepts payments using a payment terminal, should, within practical limits, make sure that the confidentiality of the customer's payment card information is not compromised, that the payment card is not being used illegally, that the payment card has not been illegally duplicated, and that the payment terminal has not been tampered with illegally before the payment transaction.
The Client shall be responsible for any losses, damages, and claims for compensation resulting from inexperienced or unauthorized use of payment terminals, compromised confidentiality of payment card information, acceptance of a stolen or duplicated payment card as a payment method, or tampering of an unsupervised payment terminal device.
The Client shall store and maintain payment terminals such that they remain in a usable and presentable condition. Neglecting to properly maintain a device shall result in an obligation to repair the device. The Client shall not, however, be responsible for any regular and reasonable wear of the device.
The Supplier or a payment service partner used by the Supplier deposits the funds from which any payment transaction commissions and other fees under the agreement have been deducted to the bank account specified by the Client. If the Client has not requested some other settlement interval, settlements are carried out once per week by default.
If a payment transaction commission, fee, or some other expense charged from the Client diverges from what has been agreed (due to an error, for example), both parties shall have the right to subsequent balancing. Any requests for balancing shall be submitted within 30 days of the settlement or the date upon which a settlement would have been expected. In the event that the Supplier has not been able to deduct the items mentioned above automatically from the payment made to the Client, the Supplier shall have the right to charge such items from the Client later. For the sake of clarity, the right to charge payments pursuant to the agreement later shall remain in force after the expiration of the agreement as well.
Funds or any part of them may be held for 3–7 days before the settlement to the Client for the purposes of combating money laundering. The Supplier shall not be responsible for any harm that may be caused to the business activities of the Client due to the settlement schedule. Neither shall the Supplier be responsible for any misappropriation of funds due to the provision of incorrect bank account information by the Client or its representatives.
The Client shall be obligated to verify the accuracy of settlements and the timely reception of funds to the bank account of the Client. Any comments or complaints shall be submitted within 30 days of the settlement or the date upon which a settlement would have been expected.
Where necessary, the Supplier shall have the right to suspend settlements if the Client has failed to make a payment to the Supplier under the agreement. Any payment that has been neglected despite a reminder shall entitle the Supplier to deduct said payment, the interest incurred, and a processing fee in the amount of 10% plus 60 USD from the settlement paid to the Client.
04.5. Damages, Failures, and Equipment Replacement
The Client is responsible for all damages to and losses of payment terminals. In the event of a payment terminal failure, Vello shall have the right to decide at its discretion whether or not it provides a replacement device to the Client. The Client has the option to mitigate any harm caused by a payment terminal failure by purchasing the back-up device service separately from the Supplier.
If the Supplier provides a replacement device to the Client, the Client is obligated to return the failed devices to the Supplier within 14 days of the reception of the replacement device. The Client is responsible for ensuring the successful return of the failed device. The Client shall be responsible for any costs arising from the return of devices and the return process. The Supplier has the right to charge the Client for the costs of the return process.
If the Supplier cannot provide the Client with a replacement device or temporary solution on reasonable terms, the parties shall be entitled to terminate the existing agreement as regards payment services and payment terminals.
04.6. Back-Up Device Service
The Client has the option to conclude an agreement regarding the back-up device service as part of a payment terminal service that already exists or is entering into force.
With the back-up device service, the Client receives access to one or more back-up payment terminal devices. Back-up devices can be used to replace an actual payment terminal without delay in the event of a failure. The back-up devices cannot, however, be used regularly where the actual payment terminal is in use or in a usable condition.
The back-up device service comprises one-to-one replacement of payment terminals. During the replacement, a failed payment terminal is replaced with a similar model.
The Client is obligated to return the failed device to the Supplier within 14 days of introducing a back-up device for use. The Client is responsible for ensuring the successful return of the failed device. The Client shall be responsible for any costs arising from the return of devices and the return process. The Supplier has the right to charge the Client for the costs of the return process.
The Client is obligated to perform an inventory check of its back-up devices at least once per calendar year, and to notify the Supplier without undue delay if gaps are found in the inventory.
04.7. Returning Payment Terminals
Upon the expiration of the agreement, the Client's right of use and possession of payment terminal devices is revoked. The Client undertakes to return any payment terminals it has obtained from the Supplier as well as any accessories and possible replacement parts to the Supplier. The items shall be returned within 14 days of the expiration of the agreement. The Client is responsible for ensuring the successful return of the failed device. The Client shall be responsible for any costs arising from the return of devices and the return process. The Supplier has the right to charge the Client for the costs of the return process.
If a returned device is not in a usable condition in terms of its usage and period of utilization, or the Supplier has not received devices to be returned within the specified time, the Supplier shall have the right to charge the Client for the original purchase price of the payment terminals.
04.8. Liability for Damages
The Client is responsible for any payment transactions subject to a complaint, dispute, or chargeback. The Client is responsible for the reception and processing of claims from final customers. Any claims shall be settled directly between the Client and the final customer, and the Supplier shall take no part in the settlement.
The Supplier shall have the right to charge the Client for any costs regarding claims for recovery, investigation, and processing as a result of payments transactions subject to a complaint, dispute, or chargeback.
Unless otherwise agreed in writing, the Client does not have the right to utilize the payment services or payment terminal services for charging payment related to third party sales or for payment transactions that are forwarded to a third party using a bank transfer, for example.
For the sake of clarity, the payment and payment terminal services may only be used for legitimate business activities of the Client. Any use for illegal, offensive, unethical, immoral, discriminatory, or hostile activities is prohibited. Neither shall the Client have the right to collect any payments that are linked with or may be linked with evasion of sanctions, fraud, bribery, corruption, money laundering, human trafficking, illegal substances, terrorism, warfare, violence, pyramid schemes, illegal gambling or betting, smuggling, illegal adult entertainment, or illegal weapons.
05 - Intellectual Property Rights and Responsibilities
05.1. Intellectual Property Rights
The source code of the Vello service and of any components developed separately that fall within the scope of the agreement has been designed and created by the Supplier.
All intellectual property rights are the property of the Supplier or its contracting partners. When the Client begins using the Vello service, they receive a non-exclusive right to use the Vello service that is limited by the duration of the agreement. The right to use the service cannot be transferred or licensed further. If the agreement is later terminated or the client relationship is deemed to have ended, the Supplier has the right to withdraw the Client’s right to use the service and to delete the contents. The Client is responsible for downloading materials from the Vello service before the service is closed or access to it is revoked.
The Client undertakes to comply with copyright and intellectual property rights, and the Client shall not have the right to assign, publish, resell, duplicate, or distribute the Supplier's services or products or their source code or any part of them to third parties. Furthermore, the use of source code comprised by the Vello service or its components for any other purposes than personal use by the Client is expressly prohibited.
The Client shall not have the right to use the Vello service for any purpose beyond what is intended based on the content description of the service. Even authorized use for any other purpose will release the Supplier from any liability.
The Client will use the Vello service at their own risk. The Supplier will not be responsible for any loss or alteration of data due to use of the Vello service or any related losses or financial damage.
The Client will create the accounts, user IDs, and passwords it requires and acquire the equipment and connections that meet the latest technological requirements for use of the Vello service. The Client is responsible for ensuring that the access rights and user roles in the Vello service have been configured properly and are up to date. The Supplier will use this information for, inter alia, maintaining a high level of information security in the Vello service. The Client shall also be responsible for the safe storage of account information, passwords, and equipment.
The Supplier shall not accept responsibility if any contents in the Vello service are corrupted in the context of unauthorized use. Neither shall the Supplier accept responsibility if contents in the Vello service fall into the wrong hands as the result of careless or insecure use.
06 - Liability for Damages
06.1. Client's Liability
The Client shall become liable for damages for any use of the Vello services that is in breach of the agreement or fraudulent, or any attempt to circumvent pricing. In such cases, the Client shall reimburse the Supplier for the damage or loss of revenue caused as a one-off payment.
06.2. Supplier’s Liability
The Supplier shall not be responsible for any damage caused to the Client or other parties (such as final customers) or any indirect or consequential damages, such as disruption of activities or loss of turnover.
Under standard agreements, the Client has the right to seek compensation from the Supplier for direct damages incurred by the Client if the Vello service or a substantial part of it has been unavailable for a continuous period in excess of two hours or if Vello has otherwise materially breached their obligations under the agreement. The Supplier’s liability for direct damage incurred by the Client is restricted to an amount that corresponds to three times the monthly fee paid by the Client for the Vello service or the unavailable part of the service. The Client shall seek compensation in writing within three months of the detection of an interruption in the service.
The Supplier’s liability shall not exist if use of the Vello service was prevented or the Vello service or a substantial part of it was unavailable due to the intentional behavior or negligence of the Client or due to necessary maintenance carried out by the Supplier.
07 - Pricing
07.1. Pricing Principles
The current regional basic prices of the Vello service can be seen on the website of the service at each time. The pricing for additional features is presented on the website of the service or in connection to the feature. Where pricing is subject to value added taxation, the existing VAT rate in the country of the Client shall be applied to the prices at each time.
Transaction-based pricing (for example, percentage of use) may result in a situation where the price varies depending on the use of the Vello service or its additional features by the Client. When using transaction-based features, the Client accepts that the Supplier will charge the Client a transaction fee in accordance with its price list at each time and a possible separate service charge. The cost comprised of transactions (price) is charged from the Client either immediately or later within a reasonable time based on the actual number of transactions. Any funds remaining after costs have been deducted will be paid to the bank account, payment card, or Vello account as specified by the Client in accordance with the procedure in force at each time and in compliance with the schedule and price specified.
07.2. Usage Rate Included in the Price
The basic price comprises 5.000 page loads per month per active reservation calendar in the Vello service. Where the usage rate of the Client exceeds 5.000 page loads per active reservation calendar in the Vello service within one month, Vello has the right to increase the monthly fee of the Client to correspond to the actual usage rate.
07.3. Price Changes
The Supplier reserves the right to adjust the pricing of its products and services during the agreement period and the existence of a client relationship. The Supplier shall give notice of any price changes with justification to the Client in writing no later than 90 days before the change enters into force. In this case, the Client shall have the right to terminate the agreement on the effective date of the price change, still taking into account the conditions for terminating the agreement specified later. If the period of notice continues beyond the effective date of the price change, the Client shall have the right to use the Vello service at the original price until the end of the period of notice.
The price originally agreed upon shall be applied to agreements of definite duration, separate agreements, fixed agreements, and agreements other than those automatically established throughout their defined duration or the agreement period unless otherwise agreed. The Supplier reserves the right to increase the price of such agreements by the cost-of-living index or at least 2% each year.
07.4. Other Costs
The Client is responsible for all costs pertaining to and due in respect of use of the Vello service. The Client shall be obligated to make payments to the Supplier in accordance with the costs and the agreement it has concluded.
08 - Charges
08.1. Charge for Use of the Service
By accepting these conditions of use, the Client accepts that the Supplier will charge, without separate permission, the Client in accordance with the scope of the service or agreement in use.
The Client will be charged for its use of the Vello service in advance according to the invoicing interval chosen by the Client unless otherwise agreed. For the Kanta interface and Kanta access, the invoicing interval shall be 12 months unless otherwise agreed. Use of the Vello service and any related services is conditional upon the payment of all sums that are due to the Supplier.
The non-payment of sums due despite a reminder will result in the termination of the agreement and the withdrawal of the whole Vello service, in which case the entire contents of the Client's Vello account will also be erased. In addition to payment reminder costs, the Supplier reserves the right to charge the incurred delayed payment interest and any collection fees that may apply.
08.2. Credits and Refunds
Under standard agreements, the Client has the option to have any paid and unused amounts credited to its Vello accounts on the conditions mentioned below. However, the Client shall not have the right to demand that the credit is refunded to its payment card or bank account. The Supplier has the right to refuse the credit. A credit registered to a Vello account will automatically be deducted from the next charge or subscription fee.
Where an agreement, subscription, or client relationship expires in the middle of an invoicing period or a subscription is changed, paid sums or parts of such will not be refunded. Neither shall any unused amounts or credits on a Vello account be refunded.
In certain situations (such as an incidence of error, neglect, mistake, misuse, or justified misunderstanding), the Client may request a credit or refund from the Supplier. The Supplier shall process the request within a reasonable time. If the Supplier accepts the request, the Supplier has the right to deduct a processing fee in the amount of 10% + 60 USD from the credited or refunded sum.
08.3. Complaints Regarding Charges for Use of the Service
Any complaints regarding periodic payments for standard Vello service agreements shall be submitted to the Supplier without delay. The payment term for invoices related to separate agreements is net 14 days, and the period for submitting complaints is 8 days. Delayed payment interest shall be determined for payments that have become due in accordance with the Finnish Interest Act.
Unallocated, recovered, or excessive payments will only be processed in Vello at the Client’s request. The Client must submit their request within three months of the payment date. The Supplier shall process the request and carry out the requested measures within a reasonable time. The Supplier has the right to Charge the client an amount corresponding to two times the costs arising from the processing of the request, the measures taken, and the payments made.
09 - Processing of Data and Obligation of Secrecy
09.1. Commitment to Valid Processing of Data
As regards the processing of customer information and personal data, the Client and the Supplier commit themselves to compliance with existing legislation, such as the General Data Protection Regulation of the European Union (EU) 2016/679 from 25 May 2018. Vello's general terms and conditions concerning the processing of personal data have been specified in a separate annex (DPA). The Supplier will process the personal data of the Client's representative in accordance with the privacy statement of Vello.
09.2. Obligation of Secrecy and Confidentiality
The Client and the Supplier shall comply with the obligation of secrecy throughout the client relationship and following its expiry, pursuant to which the parties shall maintain the secrecy of any business secrets pertaining to the activities of the other party and any other information that has been designated classified or should reasonable be understood to be confidential.
The parties do not have the right to disclose any information on the contents of the agreement or the client relationship between the Client and the Supplier to a third party, unless otherwise stipulated by law or executive regulation, or unless the disclosure of information to, for example, a subcontractor that is bound by the obligation of secrecy under this agreement is necessary for the fulfillment of contractual obligations.
The parties undertake to use confidential information solely for the performance of their obligations under the agreement.
The Supplier also undertakes to observe full professional secrecy in its activities and to respect any personal data disclosed to it and stored in the Vello service, which the Supplier will process as the processor.
The parties or any representatives of the parties shall not have the right to make public any discussions relating to an agreement or customer relationship between the parties or any other contents without the permission of the other party. The restriction of publication does not apply to the Supplier's right of reference.
Even general public discussion by a party is prohibited if it insults, damages, defames, expresses disapproval of, or denigrates the other party, or if the discussion is deemed inappropriate, harmful, or contrary to accepted principles of morality or casts the other party in a negative light.
The restriction of publication shall remain in force after the expiration of the agreement and the customer relationship as well.
09.4. Right of Reference
The obligation of secrecy does not apply to the Supplier's default right to mention, list, or present the Client's name and logo in the context of selling and marketing the Vello service. The Client has the right to prohibit the use of its name and logo in the above-mentioned context in writing.
09.5. Use of Anonymous Data and Personal Data Processed by the Supplier as a Controller
The obligation of secrecy also does not apply to anonymous user data that is generated by the activities of all users that use the Vello service. The Supplier has the right to utilize and disclose such data to third parties provided that the data cannot be used to identify users or the personal data of users.
Furthermore, the Supplier may process the personal data of users that have created a Vello account as the controller in accordance with its privacy statement.
The right to use or utilize any information other than information that must be kept confidential will not cease even if the agreement or client relationship expires later.
10 - Support and Administration
The Supplier provides the Client with a helpdesk service and technical support with questions regarding the Vello service and supported payment terminal devices. These support services do not comprise support, consultation, or statements pertaining to services outside the scope of the Vello service or support for payment terminal devices that are no longer offered to clients, unless a separate written agreement for such has been concluded.
A reasonable amount of support tied to the Client's usage rate and price of Vello service is comprised by the agreement. Otherwise, the Supplier has the right to charge the Client for the support and services provided in accordance with its valid price list. The Client will be charged separately for the costs arising from the provision of support and services in the manner requested by the Client (such as travel and accommodation costs).
The Supplier will not be responsible for the validity of solutions created or decisions taken based on the support provided or their impact on the Client's business activities.
Vello supports the most commonly used web browsers and at least the two most recent versions of each. The most commonly used web browsers include Microsoft Edge, Mozilla Firefox, Google Chrome, and Apple Safari.
The Supplier is responsible for the administration of the Vello service but not for the maintenance of payment terminal devices. Administration covers the products and features developed by the Supplier. It does not, however, cover third-party products or features that the Supplier may utilize in the Vello service.
The Supplier gives no guarantees regarding the uninterrupted availability or error-free functioning of the features or interfaces comprised by the Vello service. The Supplier will, however, aim to remedy any shortcomings that are detected within a reasonable period of time. Remedies apply to the features of the most recently published version. For the sake of clarity, remedies do not apply to possible features that have been published and since removed or excluded from the scope of support, or missing or future features.
As the administrator and developer of the Vello service, the Supplier has the right to evaluate the severity of a shortcoming and the urgency of the required remedies.
The Supplier is not obligated to pay financial compensation to the Client for any failed implementations. The Supplier has the right to temporarily close the Vello service due to version updates, maintenance measures, or information security threats.
11 - Force Majeure
11.1. Claims for Damages in the Event of Force Majeure
The force majeure clause shall apply to both parties: Any situation for which the Client or the Supplier could not have reasonably prepared, and due to which the party is temporarily unable to comply with these conditions or the agreed upon schedule, shall not entitle the other party to claim for damages.
Examples of force majeure situations include war, natural disasters, sudden strikes or lock-outs, and nuclear accidents in the region.
11.2. Obligation to Demonstrate
The party invoking force majeure is obligated to demonstrate the existence of a force majeure situation. The party shall give notice of the force majeure situation and its conclusion to the other party without delay.
12 - Expiry of the Agreement
12.1. Termination of the agreement
A valid standard agreement pertaining to a free trial period can be terminated by either party with the termination taking effect at the expiration of the trial period. In paid standard agreements, the Client can independently specify the agreement to expire at the end of the current invoicing period if the agreement is terminated at least three days before the invoicing period changes.
The Client and the Supplier also have the right to terminate the agreement at the end of the invoicing period by giving notice of the termination in writing to the other party at least one month before the end of the invoicing period.
The period of notice for the Kanta interface and Kanta access rights is six months by default. The period of notice shall commence from the first of the month following the notice of termination.
Otherwise, a six-month period of notice shall apply to the Vello service, unless otherwise has been agreed in writing or unless the current invoicing or contract period extends beyond six months.
The period of notice cannot be reduced by invoking business interruption, winding-up of business, illness, death, or insolvency.
12.2. Withdrawal from the Agreement
In the event of a force majeure situation, either party can withdraw from the agreement if the situation results in a delay of at least 90 days. In this case, neither party shall be entitled to compensation for damage.
The Client may withdraw from the agreement if the Supplier has materially breached the agreement and has failed to remedy their breach even after a reasonable period of additional time. For example, a delay in excess of 60 days will entitle the Client to withdraw from the agreement as regards any Vello services or additional components the delivery of which has been delayed, assuming that the delay materially affects the Client and that the Supplier has been aware of this fact.
The Supplier may withdraw from the agreement if the Client is deemed to disproportionately disadvantage the Supplier, to act illegally or in bad faith, to breach any terms of the agreement, to have failed to fulfill its obligations or make payments, to have ceased operating, or to have filed for bankruptcy or been declared bankrupt or be in liquidation.
12.3. Right to Close the Vello Service
The Client's Vello service will be closed by default after the period of notice at the expiration of the agreement. The Client does however have the right to request closure of the Vello service before the end of the period of notice.
12.4. Right to Stored Contents
The Client's contents in the Vello service are the property of the Client. The Client has the right to have the contents saved and delivered to them before the service is closed. The Supplier has the right to charge the Client for any costs arising from saving the contents and their delivery.
13 - Other Terms
13.1. Transfer of Agreement
Neither party shall have the right to assign this agreement to a third party without the consent of the other party. The Supplier shall however have the right to transfer the agreement to a receiving party in connection to a corporate transaction by giving notice of this to the Client.
13.2. Governing Law
The Agreement is governed by Finnish law, with the exception of its conflict-of-law rules and principles.
13.3. Disagreements and Settlement of Disputes
Any disputes will primarily be resolved through negotiations.
Where this is not possible, disputes shall be settled through arbitration in accordance with the arbitration rules of the Arbitration Institute of the Finland Chamber of Commerce. The number of arbitrators shall be one.
The Supplier's claims for financial compensation from the Client may be resolved in the court of general jurisdiction of the Client's domicile if the Client does not contest their payment obligation.
In all other cases, disputes shall be resolved by the District Court of Helsinki Finland.