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 1 July 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.
03 - Service Contents
The Vello service is a cloud-based system designed for reservations and managing personal medical data, for example.
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 - Intellectual Property Rights and Responsibilities
04.1. 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.
05 - Liability for Damages
05.1. 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.
05.2. 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.
06 - Pricing
06.1. 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.
06.2. 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.
06.3. 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.
06.4. 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.
07 - Charges
07.1. 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 available to the Client.
The Client will be charged for their use of Vello service in advance unless otherwise agreed. The charging cycle (invoicing period) is 6 months by default. The charging cycle for the Kanta interface and Kanta access rights is 12 months by default. The Client has the option to adjust the charging cycle. Use of the Vello service and any related services is conditional upon the payment of all sums that are due to the Supplier.
Non-payment of any sums due shall result in having the Client's access to the Vello service revoked until such time as the outstanding payment has been made. Suspension of access rights shall not release the Client from their payment obligations.
The non-payment of sums due despite a reminder will result in 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 delayed payment interest incurred and any collection fees that may apply.
07.2. 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.
Complaints pertaining to payment card charges shall be submitted to the Supplier without delay. The payment term for invoices delivered separately 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.
08 - Processing of Data and Obligation of Secrecy
08.1. 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.
08.2. 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.
08.3. 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.
08.4. 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.
09 - Support and Administration
The Supplier offers the Client a helpdesk service and technical support for questions pertaining to the Vello service. These support services do not comprise support, consultation, or statements pertaining to services outside the scope of the Vello service, unless this has been separately agreed upon in writing. Support will be available during the times specified on the Vello website with the average response time comprised by the agreement. The Supplier will not be responsible for ensuring that support is available in the Client's language or during their office hours (time zones). The Client is responsible for the support to be provided to the Client's final customers.
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. Administration covers the products and features developed by the Supplier. It does not, however, cover third-party products or features that the Supplier may use 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.
10 - Force Majeure
10.1. 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.
10.2. 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.
11 - Expiry of the Agreement
11.1. 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.
11.2. 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.
11.3. 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.
11.4. 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.
12 - Other Terms
12.1. 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.
12.2. Governing Law
The Agreement is governed by Finnish law, with the exception of its conflict-of-law rules and principles.
12.3. 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.