DigitalBooker Terms of Use (”Terms”)

Updated September 22th 2016

Please read these Terms carefully. By ordering the DigitalBooker –service (”Service”) or by using the Service you approve these Terms on behalf of the entity you represent and DigitalBooker and the entity you represent conclude an agreement on the Service (”Agreement”). An Agreement meant in these Terms with DigitalBooker can be concluded only by an entity such as a limited liability company, sole proprietor, partnership, limited partnership, an authority of a municipality or governmental authority, educational establishment, municipally or governmentally owned company or other public party. In case you do not accept the Terms and conclude the Agreement, you are not entitled to use the Service or the Documentation (as defined below in Section 4).

1 Scope of the Terms and Parties

These Terms apply to Agreement(s) on the provision of the Service by DigitalBooker of Visma Passeli Oy (“DigitalBooker”, or “we”) to its customer (“You”). DigitalBooker and You are also hereinafter referred to each as a “Party” and together as the ”Parties”.

You may be only an entity such as a limited liability company, sole proprietor, partnership, limited partnership, an authority of a municipality or governmental authority, educational establishment, municipally or governmentally owned company or other public party.

The person who concludes the Agreement agrees that he/she has the right to conclude a binding agreement on behalf of the entity that he/she represents. The first person who registers in the Service or makes an order is automatically the main user (“Main User”) to whom DigitalBooker delivers notices regarding the Agreement. In case the person is not authorized to sign commitments on behalf of the entity that he/she represents or to otherwise represent the entity based on his/her position, the person agrees that he/she has obtained the necessary right to conclude the Agreement.

These Terms include also the Description of the Personal Data File.

2 Contents of the Service

The Service is a time reservation system that is offered delivered via data network.

For more detailed contents of the Service please review our web pages and the Service.

DigitalBooker makes the choices about the specific implementation and the changes of the Service and DigitalBooker may change the Service at any time at its discretion. DigitalBooker has the right to change the equipment, telecommunications connections, software and other parts that are used to provide and use the Service.

DigitalBooker may temporarily shut down the Service or suspend access to the Service e.g. for the purposes of installation, change or maintenance work or due to a security risk or if DigitalBooker suspects misuse. If possible to DigitalBooker and if considered necessary by DigitalBooker, DigitalBooker informs You about the shut down or suspension by email, in the Service or on DigitalBooker’s website.

The necessary devices, software and telecommunication networks (such as connections to the mobile network or the Internet) needed to use the Service are not part of the Service. You are responsible for acquiring these devices, connections and software as well as for their function, security and updates. You must also make sure that these devices and software do not cause disturbances in the Service. Use of any devices and software or information/material possibly causing disturbances in the Service must be ceased immediately.

You are responsible for that the Service fits for Your intended purpose of use.

The Service may contain third parties’ advertisements and links to web sites or services controlled by third parties. If You use these links You exit the Service and move to third party services at Your own risk. DigitalBooker is not liable for those third party advertisements, web sites or services.

DigitalBooker decides at its discretion of the availability, service levels and prices of support services. DigitalBooker reserves the right to record customer phonecalls and other methods of communication. DigitalBooker uses these recordings for instance for confirming orders, handling claims, quality control and trainings.

DigitalBooker backups information in the Service in accordance with its backup procedures in force from time to time. Please read more about the backup procedures and the recovery principles on our Web pages. In addition You are responsible for storing the data You process in the Service or that is generated in the Service due to Your business (including the possible log data) as well as for taking backups of them and inspecting their functioning.

3 Contact Information

You must provide us with correct and complete contact information including Your invoicing information and invoicing address. You are responsible for that your contact information is up-to-date in the Service when the information is changed.

4 Right to Use

Subject to Your payment of the prices subject to the Agreement and provided that You are not in breach of these Terms, You are granted a non-exclusive and non-transferable right to use the designed functionalities of the Service for the designed purpose of the Service in the use of Your own business. You may use the Documentation (as defined below in this Section 4) internally to use the Service.

You may allow Your end users to use the time reservation functionality of the Service. You are responsible for Your own reservation and usage conditions that apply to Your end users. Those conditions may not be in conflict with these Terms. When registering in the Service Your end users shall approve also the end user terms of DigitalBooker, which DigitalBooker may also amend later.

The right to use is restricted by the following terms:

A) You shall not copy (temporarily or permanently) the Service in any format, in whole or in part, except as instructed by DigitalBooker to You for the use of the Service.

B) You shall not reverse engineer, modify, copy, repair or change the Service or create derivative works of the Service, attempt to analyze source code, or underlying ideas or thoughts related to the Service or software to a greater extent than is prescribed by applicable mandatory law.

C) Unless specifically otherwise stated in these Terms, the Service shall not be rented, sublicensed, reassigned or transferred to any third party, and You may not permit the Service to be used or accessed by any third party including but not limited to Your group companies.

D) The copyright or trademark or other signs or marks within the Service may not be removed, covered or amended. Neither the advertisements in the Service may be removed, covered or amended.

E) The electronic or written material provided by DigitalBooker or included in the Service (“Documentation”) shall not be copied or amended. However the electronic materials may be copied to the extent that it is necessary in order to review the electronic materials.

F) You may not endeavor to break in any parts of the Service.

G) You may not pretend to be anyone else or use a false name.

H) You may not use the Service in unlawful marketing. If You add an end user in the Service by yourself, You must make sure that the consent to electronic marketing or lack thereof is marked correctly.

5 User Account

Usage of the Service requires use of a personal user name and password (“Identification Objects”).

You shall create a good quality password in respect of every ID and change it every time the Service so requires.

DigitalBooker has the right to dismiss and/or accept Your Identification Objects. They remain in the ownership of DigitalBooker.

DigitalBooker shall have the right to change the Identification Objects at any time. Changes may be necessary due to e.g. surprising data security events. DigitalBooker does not store passwords in textual form and therefore cannot tell it to You.

The Identification Objects may not be assigned or disclosed to any third parties outside of Your organization. Your users must store the Identification Objects diligently and You are solely responsible for any use of the Service by using them. You shall inform us of any unauthorized use of Your account or an attempt of an unauthorized use.

6 Use of the Service and Your Liability

DigitalBooker endeavors to correct obvious errors that prevent the use of the Service that are reported by You in written form, during normal working hours of DigitalBooker. DigitalBooker disclaims any other warranties with regard the Service or its non-erroneousness.

DigitalBooker may correct the errors also by-passing the error or supplying to You instructions on how to by-pass the error. DigitalBooker’s liability for errors is limited to the actions agreed herein.

DigitalBooker is not liable for solving of errors or problems caused by: a) Your misuse, failure to follow usage instructions or external causes; b) Your data networks or software; or c) changes in Your information systems or data networks.

DigitalBooker is not liable for any disturbances in the Service caused by Your failure. For example, a failure may be caused by Your failure to comply with DigitalBooker’s request to change the devices or software which are used to use the Service or the failure to comply with DigitalBooker’s instructions on how to use the Service.

Any commands given by You when You use the Service are dealt based on the information given by You and DigitalBooker has no obligation to inspect or complete the information given by You in the Service.

7 Your Liability for the Contents of the Service and Use of the Contents

7.1 General

You acknowledge and agree that You are responsible for Your business while using the Service. This means, for example, that You are responsible for Your marketing, products, services, materials, monetary transactions, accounting and information. You shall use information in the Service in accordance with applicable laws. This means, for example, liability for the correct use of personal data.

You are responsible for the contents You add in the Service and for the information and materials You deliver to third parties through the Service, and that the information added in the Service is correct and for its rightful use. You may not add any information in the Service that is unlawful or violates any third party rights. Especially You are responsible that the materials You store and process in the Service do not cause any disturbances to the Service or violate any third party rights or laws or governmental orders.

You are responsible for that You have the right to use the information and materials You use in the Service. You are be responsible for that You have the consents from your customers and users that are required for DigitalBooker and its subcontractors to process the their personal data for the purposes of the Agreement.

The Service may be used only in accordance with laws or governmental orders.

DigitalBooker may remove Your information or suspend Your access to the Service to the extent DigitalBooker suspects that these Terms have been violated or when this is required based on a law or governmental order.

In case a third party makes a claim towards DigitalBooker due to Your use of the Service or an issue that (if proved to be true) would be a breach of these Terms You shall compensate DigitalBooker all damages and losses caused to DigitalBooker from the claim and You are responsible to clarify or settle the claim at Your expense.

7.2 DigitalBooker’s Right to Use

DigitalBooker shall have the right to use all information created from the use of the Service in order to make the use of the Service possible, correct possible errors, to develop and amend the Service and to fulfill the obligations and use the rights subject to the Agreement.

DigitalBooker shall have the right to use all information created from the use of the Service in anonymous form for the marketing and development of the business of DigitalBooker. We can e.g. use the data in the Service when we create statistical data of the reservations made through the Service, customers and other issues in a form that the identity of the customer or user is not visible.

DigitalBooker shall have the right to send marketing and other information messages to the end customers, if they have approved of receiving such messages.

DigitalBooker’s Right to Use survive any termination or expiration of the Agreement.

8 Prices and Payment Terms

You shall pay the Service and additional services prices in accordance with DigitalBooker’s price list in force from time to time.

Monthly prices will be invoiced in advance of the invoicing period.

We charge also separately for the additional services ordered within the Service. You are responsible for that Your users know that separate fees are payable for the additional services and that only the persons authorized to order them place the orders. Examples of the additional services are SMS-messages, and Apps (“Applications”) installed in the administration interface. For SMS-messages a fee per SMS in accordance with the price list is charged, in arrears in the next month’s invoice. Applications and other monthly charges or charges invoiced periodically are invoiced mainly in arrears in the next month’s invoice.

In case DigitalBooker would provide any services that necessitate travelling, and in case not agreed otherwise in written form, DigitalBooker may charge any travel and accommodation expenses and daily allowances in accordance with the actual cost.

Invoices are payable within fourteen (14) days from the date of the invoice. You shall make all remarks with regard invoices within seven (7) days of the date of receipt of the invoice.

Any overdue payment shall be subject to an overdue interest at the rate of fourteen percent (14 %) per annum. In addition You shall pay any collection and other fees due to the late payment, such as the fees for payment reminders in accordance with DigitalBooker’s price list in force at that time.

DigitalBooker may suspend deliveries to You and Your access to the Service without liability, in the event that any of Your payment is delayed from the due date despite of a payment reminder.

Value-added tax and other similar taxes, duties and other public fees will be added to the prices.

9 Amendments in Pricing

DigitalBooker shall have the right to adjust the prices of the Service and its price list by notifying You of the change thirty (30) days prior to the price change. In case You do not accept the new prices, You may terminate the Agreement to end on the effective date of the increase. You shall make the notification of the termination latest fourteen (14) days before the effective date of the increase. In case DigitalBooker after the receipt of the termination notice confirms to You that the new prices will not come into effect, Your notification of the termination shall not, however, be effective and the Agreement is not terminated.

10 Evaluation Use

You have a free of charge evaluation period at the beginning of the Agreement. During the evaluation use part of the functionalities may not work, such as sending SMS-messages. When the evaluation use is expired and you have explicitly started your commercial stage, the commercial stage starts and You will be sent the first invoice. If you do not start your commercial Agreement your trial system will be shut down. The commercial stage starts by you accepting its start explicitly inside the system. If you do not explicitly start the commercial stage, your system will be closed and this agreement will be terminated as defined in this agreement. In case the Agreement continues in force after the expiry of the evaluation usage period, You may terminate the Agreement solely in accordance with Section 15 of these Terms. During the evaluation usage period DigitalBooker provides the Service “AS IS” and is not liable for any damages caused to You.

11 Partners

Even if You acquire the Service from our licensed partner, these Terms apply to You. The invoicing methods, prices and features of the Service may however be different from the basic features or from the invoicing methods or prices set out herein.

12 Title and Intellectual Property Rights; Confidentiality; Recruitment Restriction

Title and any and all Intellectual Property Rights in and to the Service, the systems and software used to provide the Service and the Documentation, and any copies, modifications, translations, amendments and derivatives thereof are and shall belong to DigitalBooker or its licensors or suppliers. “Intellectual Property Rights” shall mean patents, inventions, trademarks, domain names, rights in know-how, copyrights, rights related to copyrights and any other intellectual property rights, in each case whether registered or not , and including without limitation the right to amend and further develop the objects of those rights and the right to assign one’s rights.

All information regarding the Service that is not in known to the general public such as the structure and user interface of the Service and the ideas behind the Service are always DigitalBooker’s confidential information and You may not disclose them to third parties or utilize them for any other purposes than to use the Service in accordance with the Agreement, without a written consent of DigitalBooker.

You may not hire any employee or director or ex-employee or ex-director of DigitaBooker or enter into any other agreement or other arrangement, whose purpose is to obtain the work contribution of such person, until twelve (12) months has passed from the earlier of: (i) termination or expiration of the Agreement or (ii) cessation of the person’s employment or director relationship with DigitaBooker. The recruitment restriction shall not apply if the employment or director relationship of the person in question has been terminated for a reason attributable to DigitaBooker. In case of a breach of this recruitment restriction, You shall pay to DigitaBooker as liquidated damages an amount corresponding to twelve (12) months’ gross salary of the person in question.

13 Your Ownership

You own rights to all information You add into the Service. For example the contents of Your customer register is owned completely by You and You are solely liable for it. DigitalBooker still reserves the right to use the information as stated in chapter 7.2 above.

14 Processing of Technical Information

14.1 General

The identification information means the information identifiable to the user of the Service and which is processed in the Service and communication networks used by the Service in order to transfer, share or offer messages. The identification information is processed in the following circumstances and in circumstances explicitly allowed by law.

a) The identification information is processed to the extent required for the provision and usage of the Service and taking care of information security.

b) The identification information is processed for technical development. For this purpose the following types of information are processed: IP address, cookies, user ID, and information on how long the session lasts within different parts of the Service, for twenty-four (24) months from the session.

c) The identification information of network subscriptions, terminal devices and communication network forming part of the Service and other services attached to the Service is processed automatically for statistical analysis, because otherwise the analysis cannot be conducted without unreasonable effort. An individual user cannot be identified based on this analysis data.

d) The identification information is processed in order to detect and solve unauthorized use of the fee-based information society services, communication network or communication services forming a part of the Service. For this purpose it is especially noted that: information generated by the Service can be searched as needed. For example: IP address, cookies, user ID, and information on how long the session lasts within different parts of the Service.

e) The identification information is processed in order to solve unauthorized use of the fee-based information society services, communication network or communication services forming part of the Service. The identification information is processed through an automated search function, which can be based on the size of the messages, total size, type, quantity, the method of connection or target addresses. The identification information is processed also manually in the event that there is a justified reason to suspect that the Service’s communication network, communication service or a fee-based information society service is used contrary to these Terms or rules given based on the Terms and if: 1) a data security anomaly in the communication has been detected by using an automated search function; or 2) the operating costs of fee-based information society services have risen unusually high; or 3) there is an unauthorized device, software or service installed or detected in the communication network; or 4) on a case-by-case basis if another generally noticeable fact, corresponding to 1-3 subsections above, indicates that the communications network, communication service or a fee-based information society service is used contrary to these Terms or rules given based on the Terms.

f) The identification information is processed in order to process identification data necessary for defining fees, necessary for internal billing, necessary for the billing of image recordings, sound recordings and other fee-based services and any other data necessary for billing. For this purpose the following types of information are processed: IP address, cookies, user ID, and information on how long the session lasts within different parts of the Service, for twenty-four (24) months from the session.

g) The identification information is processed, if it is necessary to detect, prevent or correct a technical error or fault occurred in the transmission of communications.

h) The identification information is processed for the purpose of marketing our communications services or value added services to You. For this purpose the following types of information are processed: IP address, cookies, user ID, and information on how long the session lasts within different parts of the Service, for twenty-four (24) months from the session.

14.2 Persons Processing Identification Information

Detailed processing of identification information is ordered as tasks specifically to certain employees of DigitalBooker.

15 Term and Termination of the Agreement

This Agreement is in force until either Party terminates it with a written notice. You have one (1) full calendar months’ notice period. DigitalBooker has three (3) full calendar months' notice period.

Either Party may terminate the Agreement immediately with a written notice to the other Party in case:

a) the other Party commits any material breach of the Agreement and fails to remedy the same within thirty (30) days after receipt of a written notice by the other Party (in which notice the other Party notifies of its intent to terminate the Agreement), or

b) the other Party is adjudicated bankrupt, placed in liquidation or can be proved to be otherwise insolvent (which is inevitable in case of a payment delay exceeding thirty (30) days, a public payment default note or a similar circumstance).

Please not that if You have additional services such as are SMS-messages or Applications those will be invoiced in arrears possibly after the last month of use. We do not refund payments made by You even partially if the Agreement ceases to be in force due to Your breach of the Terms.

When Your account has been ceased we can remove it and all of Your information therein. In connection with the termination of the account You can request a copy of Your customer register. Such request must be made to us in written form latest within seven (7) days from the termination of the Agreement. We deliver the register to You within one (1) month from the request, as CSV-file.

Upon any termination or expiration of the Agreement, the provisions relating to prices payable for the term of the Agreement or as stipulated in the Agreement, title and Intellectual Property Rights, confidentiality, limitations of liability and governing law and dispute settlement, shall survive. Also, any other provisions which by their nature contemplate effectiveness beyond the termination of the Agreement, shall survive the termination.

16 Payments

16.1 Payments with Visa, Visa Electron and MasterCard

Paytrail Oyj (FI21228397) acts as an implementer of the payment handling service and as a Payment Service Provider in cooperation with Finnish banks and credit institutions. In payments made with Visa, Visa Electron or MasterCard Paytrail Oyj will be shown as the recipient in the invoice and Paytrail Oyj will forward the payment to the merchant. Paytrail Oyj is an authorized Payment Institution.

Paytrail Oyj, business ID 2122839-7
Innova 2
Lutakonaukio 7
40100 Jyväskylä
Phone: +358 207 181830

16.2 Netbanks

Paytrail Oyj (FI2122839) provides netbank related payment transfer services in co-operation with Finnish banks and credit institutions. For consumer the service works exactly the same way as traditional web payments.

17 Reference Use

We may use Your name and logo as reference in our marketing materials.

18 Amendments of the Terms

DigitalBooker shall have the right to amend these Terms by notifying You of the amendment thirty (30) days prior to the amendment. In case You do not accept the amended Terms, You may terminate the Agreement to end on the effective date of the amendment. You shall make the notification of the termination latest fourteen (14) days before the effective date of the amendment. In case DigitalBooker after the receipt of the termination notice confirms to You that the amendment will not come into effect, Your notification of the termination shall not, however, be effective and the Agreement is not terminated.

19 Reporting of Misconduct

If You think that someone is violating these Terms please report to us immediately on [email protected] If You think that someone is violating our copyright or other rights please also report to us. Thank you.

20 Limited Liability

DigitalBooker shall have no liability for any of the following types of damages caused to You or third parties: (i) indirect damages such as loss of profit, revenue or savings or damages payable to third parties, or (ii) loss or alteration of data or expenses caused therefrom or cost of cover purchase, even if DigitalBooker has been advised of the possibility of such types of damages.

In no event shall DigitalBooker’s aggregate maximum liability to You arising out of or related to the Agreement, for any causes of action occurred during any calendar month, exceed fifteen per cent (15) % of the net prices paid by You to DigitalBooker for the Service for the said calendar month. No claim for damages or other claim may be brought by You more than one (1) month after the date on which You first became aware or could reasonably have been expected to become aware of the cause of action. You must make all claims in written form within such time period and also specify the grounds for the claims.

21 Governing Law and Disputes

The Agreement shall be construed in accordance with the laws of Finland excluding its choice of law provisions. All disputes arising out of the Agreement shall be finally by arbitration by one (1) arbitrator in accordance with the Rules of the Arbitration Institute of the Finland Chamber of Commerce. The arbitration shall take place in Turku, Finland, and shall be conducted in Finnish. Notwithstanding the above, DigitalBooker shall be entitled to seek equitable and/or injunctive relief to prevent or stop a violation of the terms and conditions in the Agreement and take legal actions concerning overdue payments, in any court of law.

22 Force Majeure

DigitalBooker shall not be liable for delays, defects or damages that are caused by factors due to an impediment beyond DigitalBooker’s reasonable control, which DigitalBooker cannot reasonably be deemed to have taken into account at the time of the conclusion of the Agreement and the consequences of which DigitalBooker could not reasonably have avoided or overcome. Such events of force majeure shall include, without being limited to, natural disasters, unusual weather conditions, fire, earthquakes, terrorist attacks, breakdown of electricity or networks, failures in Internet and other public networks or data traffic, security attacks, strikes and other labor disputes or acts of government or authorities. A labor dispute shall be considered a force majeure event also DigitalBooker is the target or a party to such an action. The force majeure events suffered by subcontractors shall also be deemed as force majeure events.

23 Miscellaneous

23.1 Entire Agreement

The Agreement constitutes the complete agreement between the Parties with respect to the subject matter of the Agreement and supersedes all previous proposals, agreements and previous and new marketing materials and other communications between the Parties with respect to the subject matter of the Agreement.

23.2 Amendments, Additions and Notices

The amendments of and additions to the Agreement must be made in written form such as by email. DigitalBooker may affectively make notifications to You in the user interface of the Service. You guarantee that each Your user is authorized to receive notifications.

23.3 Severability

If any provision of the Agreement is found to be contrary to law, the other provisions of the Agreement will remain in full force and effect. Such invalid provision shall be amended by the Parties and the Agreement must be interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law.

23.4 Waiver

No failure by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy.

23.5 Assignment of the Agreement and Subcontractors

Either Party may not assign the Agreement to a third party, without the prior written consent of the other Party. However, DigitalBooker may assign the Agreement without Your consent to a transferee, when assigning the ownership of its business or part thereof, or to its affiliate, and, for the avoidance of doubt in mergers or demergers. DigitaBooker shall have also the right to assign its receivables subject to the Agreement to a third party.

DigitaBooker shall have the right to use subcontractors. DigitalBooker is liable for the work of its subcontractors as for the work of its own.

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