Version: 2023-10-01. 7ac87c7d93a61dc030055ffbb0206590265f675c
1. Application and Validity
These terms apply to the WordPress services (the “Service”) provided by Seravo Ltd (the “Supplier”) to business customers (the “Subscriber”). The Service is not intended for consumer customers. However, these terms of Service may be applied to natural persons who are Subscribers and who subscribe to the Service for their business activities. The Services include both professional work and services produced by means of information technology.
The Subscriber accepts these terms and conditions by ordering the Service from the Supplier. The terms are valid from 01/10/2023 until further notice and replace the previous terms. However, the previous terms will remain in effect until the end of the contract period for Subscribers who have objected to the terms and terminated their Service before the new terms come into effect.
2. Establishment and Transfer of the Contract
The contract between the Subscriber and the Supplier is established when the Subscriber has indicated their acceptance of the Supplier’s offer or workload estimate, when the Supplier has confirmed the order in writing, when delivery of the Service has commenced and the Subscriber has been informed thereof, or when the Subscriber has paid for the Service ordered, depending on which of the above occurs first.
The Subscriber is not entitled to transfer the contract to a third party without the prior written consent of the Supplier.
3. Delivery and Acceptance of the Service
A one-off Service has been delivered or the delivery of a continuous Service has begun when so notified by the Supplier.
The Supplier shall provide the Service in the manner it deems best as described in the service description or as separately agreed with the Subscriber. The Supplier may use subcontractors and/or other contractual partners for its deliveries.
The Supplier is entitled to make technical and other changes to the Service compared to, for instance, the order confirmation, provided that the content of the Service does not change substantially. The Supplier is also entitled to make substantial changes to the Service if the benefit to the Subscriber is obvious, such as the introduction of new technology. The Supplier is also entitled to make changes if legislation changes, if the change is imposed by the authority or if the change is justified in order to avoid a subsequent danger or damage.
The Supplier will inform the Subscriber in advance of any substantial changes to the Service. In the case that advance notice is not possible, the Supplier shall inform the Subscriber of the change as soon as possible.
The Subscriber shall provide the Supplier with sufficient and correct technical and other information for the provision of the Service.
The Subscriber shall inspect the Service and its performance immediately upon delivery. Delivery of the Service is deemed to have been accepted when the Subscriber so notifies or when the Subscriber pays for the Service. Furthermore, the delivery of the Service is deemed to have been accepted and the Subscriber is not entitled to make any claims against the Supplier on the basis of a defect in the Service if the Subscriber has not filed a written complaint to the Supplier within 14 days of the actual delivery date about the defect. However, even if the Subscriber has complained about an error, the Service shall be deemed to have been accepted if there is no error in the Service.
4. Obligations of the Supplier
The Supplier is responsible for ensuring that the environment for information technology services is properly protected, monitored, maintained and secured.
For expert services, the Supplier is obliged to provide a person with sufficient skills and who is available at the agreed time for a period of time at least equal to the workload estimate, in accordance with the description of the Service.
5. Obligations of the Subscriber
The Subscriber is obliged to familiarise themselves with the Supplier’s information, which has been delivered to the Subscriber at the contact information indicated by the latter. The Subscriber is obliged to inform the Supplier of any changes in contact information by e-mail to email@example.com.
The Subscriber is responsible for the secure distribution and storage of its usernames and passwords, and for the use of sufficiently strong passwords.
The Subscriber is responsible for all content on its own computers and for the content imported through it to the Supplier’s Service, as well as for the accuracy and legality of such content. The Subscriber is also responsible for ensuring that any content stored or otherwise imported into the Supplier’s Service or the manner in which it is used does not infringe copyright, data protection or any other law relating to the processing or dissemination of information.
The Subscriber commits to use the Supplier’s Services in a manner that does not violate any laws, regulations or good practice and in such a way that the Subscriber’s activities do not cause harm to other Subscribers or the Supplier’s business.
6. Information Security and Data Protection
6.1 Information Security
The Supplier is committed to the best security practices in the industry and guarantees that it has:
- the ability to guarantee continuous confidentiality, integrity, availability and fault tolerance of data processing system services;
- the ability to quickly restore availability and access of data in the event of a physical or technical failure;
- a procedure in place for regularly testing, examining and evaluating the effectiveness of technical and organisational measures to ensure information security.
The Supplier shall be responsible for the security of its own information system to the extent that the Supplier has implemented and made it available to the Subscriber in accordance with the service descriptions. The Supplier shall not be liable for the operation of third party software, such as plug-ins and themes for the WordPress publishing system purchased by the Subscriber and the modules and software libraries that continue to be a part of these.
The Supplier provides technology which can contribute to the security of all sub-components, but the Supplier cannot guarantee that there will be no security breaches.
The Subscriber is not entitled to break or circumvent the technical protection measures of the information system maintained and protected by the Supplier. If the Subscriber wishes to carry out a technical security audit, the Subscriber should establish a written security audit agreement with the Supplier in advance, in which discharge from liability, time and limitation of disruptions are agreed upon.
6.2 Data Protection
The Service provided by the Supplier may be used to process and store personal data in accordance with the EU General Data Protection Regulation. Data protection issues are described in the Data Protection Annex to this Agreement, an up-to-date version of which is available at https://seravo.com/en/dpa .
7. Availability of Online Service (Service Level Agreement, SLA)
The Supplier is obliged to ensure that the online services provided are available 99.9% of the time. The monitoring period used to determine this availability rate is a calendar month, which must be taken into account when assessing the achievement of the availability rate. Other service levels may be agreed on in separate service contracts.
Maintenance, servicing and other similar operations that cause downtime will be performed when the Service is least used on average, mainly at night. There is no regular maintenance window policy for the Service, but maintenance will be carried out as soon or as often as operationally justified. The availability guarantee shall apply to the Service for the entire duration of the contract and the Supplier shall be responsible for ensuring that, subject to any interruptions required for maintenance operations, the availability of the network service remains within the above-mentioned availability levels.
If the availability level is not met, the Subscriber will be credited with 50 times the calculated charge for the period of interruption, but no more than the equivalent of one month’s share of the service charge. No refund will be made for amounts less than EUR 10.
8. Error of Service and Notification of Error
The Service is deemed to be defective if it deviates from the characteristics specified in the contract, order confirmation and/or service description, provided that the deviation substantially impedes the use of the Service in accordance with the contract.
There is no error in situations such as (non-exhaustive list):
- Lack of Service which can be attributed to the negligence or action of the Subscriber or a person using the Service as a result of the Subscriber’s actions,
- Lack of Service which can be attributed to the condition of equipment or technical environments under the responsibility of the Subscriber or a third party,
- Occasional and short-term interruption of Service,
- Lack of Service or an interruption caused by a virus or other external attack on the Subscriber’s or a third party’s software.
The Supplier’s aim is to provide the highest possible quality and error-free Service. The Subscriber must notify the Supplier in writing of any errors discovered. The Subscriber must submit an error report immediately upon discovery of an error in the Service and no later than 14 days after discovery of the error or when the Subscriber should have discovered the error. Otherwise, the Subscriber shall lose the right to make claims against the Supplier based on the Service’s error (e.g. price reduction and/or damages).
Both parties are only responsible for their own part for the work time spent investigating the error as well as other expenses. The Supplier will not invoice the Subscriber for undue notifications.
The Supplier is obliged to correct any substantial errors in the Services without delay within normal working hours. If the error is caused by a third party, such as a general telecommunications network failure or a software error affecting systems other than the Supplier’s, the Supplier will be obliged to take such measures that the Supplier is reasonably able to take.
In the Service, the Subscriber may have the possibility to make changes to the information system at its disposal, but maintained by the Supplier, that have a significant impact on the operation of the information system. The Supplier is not obliged to correct any errors caused by the actions of the Subscriber.
9. Suspension and Termination of the Contract
The Supplier is entitled to temporarily suspend the Service if this is necessary to ensure the long-term functionality of the Service, for example to investigate exceptional disruptions or a security breach.
The Supplier may terminate the Contract between the Supplier and the Subscriber entirely or partly with immediate effect if the Subscriber is in material breach of its contractual obligations and does not correct the issue within (30) days of the Supplier’s request. The Supplier is also entitled to suspend or close the Service immediately upon a binding order of a court or other authority.
When closing the Service, the Subscriber has the possibility to download the materials, such as files and databases that were in the Service without any extra charge. The Subscriber has the right to use them in other parts of the Service to the extent permitted by copyright and any licenses for licensed material. The Supplier tends to favour open source software in order to promote vendor independence.
The contract period and the billing period are the same. The contract period automatically continues for the same period as the billing period if the billing period changes, unless the contract is terminated in writing at least one month before the end of the contract period.
If the Subscriber wishes to terminate the contract period prematurely, the Supplier may, at its discretion, terminate the contract before the end of the contract period. In this case, however, the fee paid for the contract period of the Service will not be refunded. The Supplier may also, at its discretion, stop delivering the terminated Service before the end of the contract period, if it is obvious that the Service is no longer in use and its normal maintenance or ensuring its functionality is unnecessary or impossible.
10. Payments and Invoicing
The Subscriber pays the Supplier a fee for the Service according to the Supplier’s currently valid price list or as specified in writing in the order confirmation or workload estimate for each customer. The general price list is available at www.seravo.com. The customer is obliged to pay the value added tax according to the applicable tax rate at the time and other public law fees.
The billing period for the information technology Services under this Agreement is one year, one month or other period as agreed at the time of ordering. Invoicing shall be done in advance. In the case of Specialist Services, invoicing may also take place afterwards.
The payment term is 14 days net. The default interest rate is in accordance with Article 4a of the Interest Act (20.8.1982/633) (in 2022 the ECB reference rate + 8%). Payments made are non-refundable. If the Subscriber wishes to increase the level of service or capacity, the previously paid part of the fee for the more expensive Service will be credited. If the Subscriber wants a lower service level, the lower price will apply at the change of the billing period. The Subscriber will be fully responsible for the costs of the aforementioned measures.
The Supplier is entitled to change its price list, in which case the new prices will apply to all new orders from new customers and to new orders from existing customers from the time of the change. However, for existing contracts of existing customers, the new price list will only apply after a transitional period of at least 3 months. In the event of changes in taxes or government charges related to the Service, the Supplier may change its prices accordingly without any time limit.
Questions related to invoicing as well changes and terminations must always be made in writing by email to firstname.lastname@example.org.
11. Liability and Limitations of Liability
The party is entitled to receive compensation for such direct damages that result from the fault of the other party. Neither party is liable for indirect or indirect damage caused to the other party (e.g. loss of sales revenue), unless the damage is caused intentionally or with gross negligence.
The Supplier’s liability for compensation for direct damage caused to the Subscriber is limited to a maximum of three months’ service fee (excluding VAT). A similar restriction on the obligation to compensate is also applicable when the Subscriber would be obliged to compensate the Supplier for direct damage caused on the basis of this contract.
The Supplier is not responsible for damages caused to the Subscriber, which are caused by the Subscriber having misused the Service provided by the Supplier or when the Subscriber has stored or used the information stored in the Service in violation of the legislation and/or the agreement between the Subscriber and the Supplier. Neither is the Supplier responsible for the claims that a third party has made to the Subscriber in the above-mentioned situations.
In contrast to the aforementioned, the Subscriber will be liable for all direct damages up to EUR 10,000 caused to the Supplier as a result of a breach of the following condition as well as the following condition set out in clause 5 of these Terms and Conditions: “The Subscriber is responsible for all content on its own computers and for the content imported through it to the Supplier’s Service, as well as for the accuracy and legality of the aforementioned content. The Subscriber is also responsible for ensuring that the content stored or otherwise imported into the Supplier’s Service or the way it is used does not violate copyright, data protection or other laws related to the processing or dissemination of information.” Even in these situations, the Subscriber is liable for indirect damages without limitation, if the damage was caused intentionally or through gross negligence.
The Subscriber must submit a written request for a price reduction or compensation to the supplier no later than 14 days after the error, delay or damage has been detected or should have been detected. Otherwise, the Subscriber loses the right to invoke said error, delay or damage.
12. Force Majeure
The Supplier is not obliged to fulfill the contract if its fulfillment is prevented or unreasonably difficult due to a force majeure (e.g. strike or labour dispute, state of emergency, war, extensive disruption in the telecommunications or electricity network, natural disaster, terrorist attack, coercive action by the authorities, other legal action or other exceptional circumstances). The aforementioned also applies if the Supplier’s subcontractor is affected by the force majeure.
13. Secrecy and Confidentiality
Each party to this agreement agrees not to disclose to any third party confidential information received or obtained by either party from the other party. Confidential information refers to not only the content of the agreement, but also to any other information relating to the party or its business that is marked confidential or that the party should have understood to be confidential. Materials and information are not covered by the obligation of confidentiality:
a) which is generally available or otherwise public;
b) obtained by the receiving party from a third party without any obligation of confidentiality;
c) which was in the possession of the receiving party without any obligation of confidentiality regarding them prior to receiving them from the transferring party; or
d) which the receiving party has independently developed without using the confidential material obtained from the transferring party.
The Supplier has the right to use the Subscriber’s name as the Supplier’s public reference, if the Subscriber has given prior written consent to the Supplier. The right to use the name of the Subscriber as a reference means that the Supplier has the right to announce, for example, on its website that it has provided the Service to the Subscriber.
14. Applicable Law and Disputes
The contractual relations between the Subscriber and the Supplier are governed by Finnish law, with the exception of its provisions regarding choice of law.
Any disputes arising from the contract between the Subscriber and the Supplier will be resolved in the District Court of Pirkanmaa.