Terms and Conditions – Master Subscription Agreement
We have recently updated our legal documentation including our Master Subscription Agreement. For new subscribers, this Agreement will be active for You on 15/08/2020. For existing subscribers, We will notify You about the updates to the Master Subscription Agreement.
THIS MASTER SUBSCRIPTION AGREEMENT CREATES A LEGAL CONTRACT ABOUT ACCESSING AND USING THE SERVICES PROVIDED BY SHRI SERVICES OY TO YOU, AGENTS, AND END-USERS IN ASSOCIATION WITH SUBSCRIPTION TO THE SERVICES.
You accept this Agreement by either accessing or using a Service, or allowing or authorizing any Agent or End-User to access or use a Service effectively. You agree to be bound by this Agreement as on the date of such access or use of the Service. If You are subscribing on behalf of a company or organization (an “Entity”), You accept this Agreement on behalf of such Entity as its authorized representative. Referring to such an Entity, the terminology of “Subscriber,” “You,” “Your” or a related capitalized expression shall be used. In the event that You do not have such authority, or if You do not agree with this Agreement, You must not use the Services. The Subscriber, Shri Services Oy, and any other participants to this Agreement are together ‘Parties’ and individually a ‘Party’.
This Agreement is made with the purpose of establishing the terms and conditions under which a Subscriber may obtain Shri Services Oy’s Services as described in an Order Form or in a Statement of Work signed by You.
In the event of any inconsistency or conflict between the terms of the Agreement and the terms of any Order Form or Statement of Work, the terms of the Order Form or Statement of Work shall control.
Definitions
“Account” denotes any accounts generated by or on behalf of Subscriber or its Agents, and End-Users.
“Agent” means a person entitled to use the Service(s) as an agent / Administrateur, each defined by the Agent Username, through Your account.
“Agreement” means the Master Subscription Agreement.
“Applicable Data Protection Law” denotes the following data protection law: the EU Regulation 2016/679 “On the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation or GDPR)” and any EU member state-specific data protection laws particular to Finland.
“Confidential Information” Confidential Information means trade secrets, intellectual property information, and know-how (including but not limited to ideas, processes, procedures, computer program code, specifications, support documentation, designs, business plans, marketing plans, customer lists, and related information). Usually, this information is not available to the public.
“End-user” means any other person or individual than a Subscriber or Agent who directly uses the Service provided by Shri Services Oy. Usually, this is the employee of the Subscribing Entity.
“Intellectual Property Rights” means all and every respective patent, invention, intellectual property rights, copyright, trademark, domain name, business secrets, know-how, and other intellectual property rights.
“Order Form” is the ordering document approved by You with details to Your subscription to a Service, detailing the approved Service to use under the subscription or the Service Plan pending Our approval.
“Personal Data” as under GDPR means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Privacy Policy” means Shri Services Oy’s privacy policy found in the Legal information on Our websites.
“Processing” as under GDPR means any operation or set of operations which are performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Service(s)” means those goods and services ordered by You online via a link, or through an Order Form relating to this Agreement or by directly contacting us, whether on a trial or prepaid or postpaid basis and made available online by Us via the relevant subscription through software provided by Us. Services may include IT, voice, and allied services.
“Service Data “ refers to the subset, which may include, without limitation, personal information found in Your account, confidential data consisting of documents, texts, messages, voice calls, correspondence or other materials submitted or processed inside the service by You, Agent or End-user in connection with Your use of the service.
“Service plan(s)” means the packaged service plan for the Services and the related features and services as mutually agreed between Parties.
“Subprocessor” means any third-party information processor engaged by Shrí Services Oy, which, in compliance functions with Our instructions and written conditions (as notified by Shri Services Oy) receives Service Data from Shri Services Oy to be processed in order to complete an obligation to provide Services to the Subscriber under this Agreement.
“Taxes” means taxes, duties, or governmental fees, including value-added taxes by a valid jurisdiction locally, state, or national.
“We,” “Us” or “Our” means Shri Services Oy as defined below.
“Shri Services Oy” means Shri Services Oy, a registered company in Finland (Y-tunnus 2907633-2) registered office at Tykistökatu 4 B, 20520 Turku.
“Shri Services Oy Group” means Shri Services Oy together with all its Affiliates SHRIVOICE, SHRISAS, MOITELE.
Terms and Conditions
Scope of this Agreement
1.1 Scope: We shall provide Services to You by complying with the stipulations of these General Terms and Conditions under this Agreement, applicable to the agreed Service Plan or Service Order.
1.2 Usage Rights: Through this Agreement, we provide You the right to use the Services You have purchased as long as You use them in the manners described in our Acceptable Use Policy. You may extend these rights to Your End-Users or Agents if You are the Subscribing Entity.
1.3 Customer Support: We shall provide basic customer support to Our Subscribers without any additional charges.
1.4 Updates and modifications: Shri Services Oy reserves the right to update and modify the Services. A relevant notice on the website, social media, or other communication channels in the event of such modifications will be provided. These modifications may also be in the form of a new or additional feature that may have additional charges.
Access and Usage of Services
2.1 Basic Requirements: An internet connection and a browser are required to access Our Services. Procurement of internet connection and browser is Your responsibility in order to access our Services without any interruptions. Choosing a valid and safe internet browser with valid Transport Layer Security (TLS) protocol is Your responsibility and Shri Services Oy is not responsible to provide this. We are not responsible for informing You or End-Users of any modifications that may result in loss or transmission of data through the software or browsers not owned and operated by Shri Services Oy.
2.2 Login and Subscription Account: Agent logins are provided under Your subscription to the relevant Service. Reassignment of Agent Logins can be done by contacting Us and updating the Agent account information. The confidentiality of all Agent login information for Your account is Yours and Your agents’ responsibility. You agree that You will ensure that Agent login is not misused by unauthorized personnel to communicate with End-Users, to process data concerning interactions with End-Users, or to process data relating to the interaction with End-Users unless the authorization is provided by Shri Services Oy and the Entity.
2.3 Compliance by End-Users: You are solely responsible for adherence to the Agents and End Users provisions of this Agreement and any activity under Your Account may be checked by Shri Services Oy from time to time to ensure compliance. You are responsible for ensuring that Your usage of Services complies with all relevant laws, regulations, and any and all privacy policies, agreements, or other commitments that You may retain or enter into with Agents or End-users.
2.4 Legal Usage and Content: During the usage of Services and while accessing the software and by accepting this Agreement, You also agree to Acceptable Terms of Use available on Our Legal Documentation page. In addition, You agree to not modify, adapt, or hack the Services or gain unauthorized access to the Services or to provide any untrue information regarding association with Shri Services Oy or its Group Entities. You promise to not use the Services in any manner that is unlawful in the European Union including violation of any person’s privacy rights or breaking any security or limiting mechanism on the Services according to European Law. You agree to not decompile or reverse engineer, copy or modify the source code of any Software making up the Services. For any violations You commit, The Criminal Code of Finland (39/1889) and EU General Data Protection Regulation (GDPR) is applicable, unless expressly agreed to otherwise in writing by Shri Services Oy.
2.5 For internal use only: Without explicit permission from Shri Services Oy, You shall not use the Services to provide, on behalf of more than one third-Party other than Agents and End-users, any outsourced process services or business through the subscription unless otherwise agreed between the Parties. Our Services are intended to be used for internal business purposes only.
Term, Renewal and Termination
3.1 Term and Renewal: On the Service Contract or Service Order, or by any means mutually agreed by the Parties (email/telephone/conversation/payment), the Agreement shall come into force and shall have an initial term of 1 months. The subscription immediately continues indefinitely at the conclusion of the initial term, unless otherwise agreed. The customer can terminate the services in advance of the renewal status at any time by contacting us at info@shri.fi in writing.
3.2 Refunds: You shall not receive any refunds or credits for subscription costs or other costs or fees if You wish to terminate Your service subscription or cancel Your Account before the expiration of Your current contract term.
3.3 Termination: This Agreement regarding subscription to a Service Plan or service order may be terminated with immediate effect by either Party where the other Party has failed to meet a core contractual obligation under this Agreement. Immediate termination will also happen in the event either Party is subject to a bankruptcy order, an insolvency proceeding, or becomes insolvent. Otherwise, if a subscriber intends to terminate the services, a Notice of Termination should be sent 7 calendar days prior to the next renewal date to Us to info@shri.fi. In case of termination of this Agreement by one of the Parties during the Initial Term (first month), this Party will be requested to pay the recurring charges due for the remaining period, together with all costs made by the other Party in order to implement the Services.
3.4 Exporting Your Service Data: If You desire to receive a copy of Your Service Data, We make service data available for export or download for thirty (30) days after the date of termination or expiration of this Agreement upon written request. After this period, We are not obligated to retain or provide any Service Data and, unless required by statute or regulation, we shall delete Your Service Data in accordance with our Shri Services Oy’s data deletion policy.
Payment and Billing
4.1 Due date and Billing information: All subscription fees will be fully due at the start of Your Subscription Term or at the time of purchase, subscription, or as otherwise agreed between the Parties for usage and access fees. You are responsible for providing correct and up-to-date payment details and accept, with any changes that may arise, such as a change to Your billing address or the expiry date of Your bank card. If within fifteen (15) working days following Our notice, You fail to pay Your subscription charges or other due fees, or You fail to update payment details, we may suspend or terminate Your access to the Service by You, Agents and End-Users.
4.2 Taxes: Our fees do not include any taxes unless stated otherwise. If we have a legal obligation or duty to charge so and You agree to pay those taxes if invoiced, we will bill You for such taxes. The VAT Number (ALV Number) of Shri Services Oy is FI29076332 for VAT purposes. The Finnish Value Added Tax Act (Arvonlisäverolaki) and all instructions provided by the Finnish Tax Administration (Verohallinto) shall be applicable in this regard. The invoice currency and payment currency of Shri Services Oy’s billing will be clearly stated in Your Subscription information.
4.3 Upgrades and Downgrades: When You want to upgrade Your Service Plan, You will be charged any additional costs in association with the nature of the upgrade. Thereinafter Your Subscription will reflect these additional costs for the upgrade requested. During Your contract duration, You can not reduce or decrease Your service package unless agreed upon by both the Parties in writing. To downgrade or reduce Your Service Plan for a downgraded Subscription, Shri Services Oy must receive 30 days prior notice in writing prior to termination of Your present Subscription Plan with a request to downgrade. Please note that Downgrading Your Service Plan may lead to losses in Your Account ‘s content, features, or service functionality, and Shri Services Oy assumes no responsibility for the loss of the Service as available to You.
4.4 We use Payment Agents: Shri Services Oy’s Payment Agent shall bill and process payments made by bank card or online bank transfers. You hereby authorize the Payment Agent in advance to charge Your credit card or other payment devices and to pay any subscription charges. You permit Shri Services Oy and the Payment Agent, where necessary, to charge Your credit card or another payment instrument. Upon receipt of payment from the billing agent, the account owner will receive a receipt. Unless the payment representative is Shri Services Oy, the payment agent shall serve only for and on Shri Services Oy’s behalf and not be considered to provide the Subscription Service. The Payment Agent solely handles the Payment mechanisms. Payment Agent uses third Parties’ intermediaries to manage credit card processing, but Your credit card details for payment agencies are not permitted to be stored, kept, or used by this intermediary. If You order Shri Services Oy to use a different payment portal that may have associated charges then You are charged for these costs.
4.5 Disputes: In the event of billing disAgreement between the Parties, the disagreeing Party must inform the other Party in writing of the invoice before the due date. The number of the invoice, the invoice date, the date of the invoice, the amount, the time, the Services disputed and the arguments must be included in this notice. All disputes must be sent to Shri Services Oy at info@shri.fi. The Parties agree that no dispute will be raised if the amount at issue is less than 1000 euro.
Service Data Ownership and Safegaurds
5.1 Ownership: The Subscriber shall be the owner of the Service Data that is generated during the usage of the Service.
5.2 Security: Shri Services Oy shall maintain and implement appropriate administrative, organizational, and technological measures to safeguard the Service Data.
Confidentiality
6.1 Obligations: By agreeing to this Agreement the Parties promise to protect each other’s Confidential Information. The protections apply to unauthorized access or disclosure of sensitive or business-related information. Unless permitted in writing the Parties will only use Confidential information to perform their obligations stated in this Agreement and disclose personal information only to authorized employees or contractors who are bound to confidentiality through their respective contracts.
6.2 Legal obligations: Only in the event of a request from local state authorities under a law or regulation, or in the event of a court request in a legal dispute may this confidential information be shared with the state authorities.
Privacy
7.1 Data Controller: You, the Subscriber, are the owner of the Service Data and therefore also the Data Controller for Service Data. Service Data here for the purposes of privacy means the Personal Data which may form part of such Service Data. By agreeing to this Service Agreement You also agree to the DPA thus giving Shri Services the rights to Process the Service Data. Shri Services Oy is the Data Processor for this Service Data and a Data Processing Agreement (DPA) is available for perusal on Our Legal Documentation page. The DPA is constituted to have been agreed to the moment You use and access the services.
7.2 Processing Data, Storing, and Transfer: Service data is stored by the Shri Services Oy Group or its respective authorized third-Party service providers primarily in the EEA or at other places worldwide except as otherwise expressly agreed in writing by Shri Services Oy. In the process of providing services, Shri Services may utilize services provided by entities within the Shri Services Oy Group or other authorized service providers who provide Data Processing Services to process Service Data within the EU or other territories.
7.3 Transfer: If the origin of Personal Data within the Service Data is from a Subscriber whose End-users and Agents are all from with the EU or EEA territories, We ensure all Data Protection and Transfer measures as described in the General Data Protection Regulation (GDPR). If the Data is transferred outside the EEA then it shall happen only if the transferee country provides adequate level of data protection as recognized by the EU commission and conditions mentioned under Article 46 of GDPR are satisfied. Additionally, Shri Services Oy ensures that during this transfer all conditions within its Privacy Policy are adhered to to ensure the Privacy Rights of its subscriber data. More information can be found in Our Privacy Policy. Furthermore, we will ensure that transfer to all third countries which were adopted by the European Commission and integrated within the DPA is subject to the standard contractual clauses and provisions aimed at facilitating the transfer of Personal Data from the EEA and ensure an equal level of data protection.
7.4 Agent’s Data: Your Agents Personal Data which may be collected during the registration process is processed by Shri Services Oy according to Our Privacy Policý. We explain in our Privacy Policy how we collect and process such data. We process data only to comply with our legitimate interests in order to provide Our Services. Agents and End-users may have Data Subjects rights under GDPR and more information can be found in the Privacy Policy on the Legal Documentation page on Our website.
7.5 Sub-processors: You accept that to deliver, protect, and enhance its services, Shri Services Oy reserves the right to appoint Sub-processors that may access the Service Data.
Intellectual Property Rights
8.1 Rights: No exclusive rights to intellectual property rights of Shri Services Oy are transferred to You, Agents, and End-Users under this Agreement. All rights about the software shall belong with Shri Services Oy exclusively.
8.2 License: Shri Services shall have an irrevocable, permanent, worldwide, license to enforce, operate, commercially manipulate the Services. We also reserve the right to use suggestions and reviews by End-Users for improvement.
8.3 Manner of use: Shri Services Oy marks are only permitted to be used in the manner as mentioned in our Acceptable Use Policy. You may not seek to assert any rights or misuse to Our marks.
8.4 Usage of Subscriber Logos for marketing: We may display Your organisation’s logo on Our website to show that You are Our customer and through this Agreement You consent for such usage of Your logo. If you wish that such a logo shall not be displayed then please contact us at info@shri.fi.
Indemnify
9.1 What You will indemnify: You will provide indemnification for losses resulting from the following events:
- Your, Agents or End-users usage of Service is in breach of this Agreement.
- Your usage of Service violates a third-Party Intellectual property right.
- Settling and addressing claims relating to Your usage of Our Services shall be Your responsibility.
- You may not settle a claim that transfers the liability to Us without Our written consent.
Disclaimers and Warranties
10.1 Warranties: All Parties agree that this Agreement is binding without any additional stipulations or permission from third-parties. Áll Parties agree that their performance of this Agreement will not violate the terms and conditions of some other agreement that the Parties are legally bound to. Additionally, Shri Services Oy guarantees that the Services are provided following the obligations set forth within this Agreement.
10.2 Disclaimer: Except what is said in Section 10.1, We provide Our Services on ‘as is’ and ‘as available’, without any warranties of any kind to the fullest extent as permitted by the law. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, THE PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACCEPT THAT THERE IS NO SPECIFIC WARRANTY ABOUT THE QUALITY OF SERVICES EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT.
Limitation of Liability
NO PARTY UNDER THIS AGREEMENT SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO ANOTHER PARTY FOR ANY LOST PROFITS, LOST DATA (BEING DATA LOST OVER THE INTERNET WHEN NO FAULT OF SHRI SERVICES OY), LOST BUSINESS, BUSINESS INTERRUPTION, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, CONSEQUENTIAL OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, GOODWILL, REVENUE, OR BUSINESS) RESULTING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT, OR TERMINATION OF THIS AGREEMENT, OR ARISING OUT OF OR ALLEGED TO HAVE ARISEN OUT OF (I) BREACH OF THIS AGREEMENT, (II) THE FAILURE BY ANY PARTY TO DEVOTE THE RESOURCES OR EFFORT SPECIFIED IN THIS AGREEMENT, (III) THE FAILURE BY ANY PARTY TO COMPLY WITH THE EXPRESS CONDITIONS SPECIFIED IN THIS AGREEMENT, OR (IV) ANY EVENT RELATED TO THE MAKING OR PERFORMANCE OF THIS AGREEMENT. THIS LIMITATION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARE SOUGHT BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
Any charges or damages against Shri Services Oy that You can make shall be available only against Shri Services Oy and not against any other person, officers, managers, employees, or members thereof.
Severability
12.1 Severability: If the court of competent jurisdiction finds any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.
Assignment
13.1 Assignment and Delegation: Parties to this Agreement may not assign or delegate any part of this Agreement to a third-party unless mutually agreed. Without Your permission, we may delegate this Agreement to any part of the Shri Services Oy Group and to any subsidiary of the Shri Services Oy or the Shri Services Oy Group, or to the entire sale or substantial of all of our assets in relation to any merger or change of control provided that such successor agrees to comply with its obligations in accordance with this Agreement. This Agreement must be absolutely binding, enforceable, and in the interests of the Parties, their successors, and assignments subject to the above limitations.
Amendment
14.1 Amendments to this Agreement: We may from time to time amend this Agreement. We shall inform You of any such amendments before the effective date. Your consent to amendments shall depend on Your continued use of the Services after the effective date of such amendment. Your continued use shall constitute acceptance of such an amended Agreement.
Entire Agreement
15.1 Entire Agreement: This Agreement forms the entire contract for the subject matter and removes any and all prior agreements with Shri Services Oy. There are no oral guarantees, conditions, representations, agreements, interpretations, or any kind of terms between the Parties unless expressly given in this Agreement.
Relationship
16.1 Relationship of Parties: No partnership, franchise, joint venture, agency, or fiduciary relationship between the Parties shall be established under this Agreement.
Governing Law
The laws of Finland and the European Union, as applicable, govern this Agreement. Any dispute pertaining to this Agreement and Services provided by Shri Services Oy shall be decided in accordance with Finnish law at Sairashuoneenkatu 2, 20100 Turku at the Turku Court House (Varsinais Suomen Käräjäoikeus).
Notice
You must give notice to Shri Services Oy at info@shri.fi. All notices shall be deemed to have been given immediately upon delivery by electronic mail.
Anti-Corruption
You agree that any illegal or inappropriate bribe, kickback, payment, gift, or value of any kind has been offered, received, or given to Our staff or agents in relation to this Agreement. The above restriction does not contradict fair gifts and entertainment offered in the usual course of business. You will make reasonable efforts to immediately notify us at info@shri.fi when You learn about any infringement of this restriction.
Survival
Section 2.2 and Sections 6 – 20 shall survive termination of this Agreement by You, End-Users, or Agents. The end of this Agreement shall not limit the liability of the Party for obligations acquired before the termination of this Agreement.