TERMS OF SERVICE
Renance - Automated Financial Services Oy
(2306461-3) ("The Vendor") provides use of its service (“BI Book”) (https://bibook.com or locally installed alternatives) for analytics and reporting purposes and other related services (collectively, "Service(s)") to you subject to the following Terms of Service ("The Terms"). These Terms of Service including its appendices listed below, order form and/or any other agreement constitutes the entire agreement (“Agreement”) between the You (“Customer") and The Vendor as set out in the Agreement (“The Vendor”, ”BI Book” or “we,” “our” or “us”), regarding your use of our services. Please read these Terms carefully. You may authorize your employees or other individual authorized users (collectively, “Authorized Users”) to use the Service. You agree that you are fully responsible with respect to any use of the Service and your environment by an Authorized User, including any breach by an Authorized User of these Terms.
The following appendix forms an inseparable part of and is governed by the terms and conditions of these Terms of Service:
Annex 1: Data Processing Agreement (“DPA”)
In the event of any conflicting terms in the Terms and its appendices, the Terms shall take precedence over the appendices, except in any matters relating to the processing of personal data, in which case Annex 1 (Data Processing Agreement) shall take precedence.
The Service is an integration, automation, reporting and analytics solution called BI Book which helps the Customer to collect its online data for reporting, analysis and active data management. The Service is provided only electronically through BI Book - interface hosted by The Vendor. The Solution can be used by the Customer, it’s end users or its end customer (“End customer”). Customer is responsible to make sure that the end user and End customer is familiar with The Terms and is committed to follow them.
Basic Information and Account Registration
The Customer shall ensure that The Vendor always has current basic information about the Customer, such as contact and invoicing details and information required by the money laundering regulation, such as company register information and actual beneficial owner as well as other information and procedures needed to produce the Service and fulfil the authority requirements.
All the Customer´s Authorized Users must register to use the Service. As Customer, you agree to, and cause all Authorized Users to: (a) provide accurate, current and complete information as may be prompted by registration forms on the Service (“Registration Data”); (b) maintain the security of, and not share with any third party, any logins, passwords, or other credentials that you or any Authorized User selects or that are provided to you or any Authorized, non-transferable, non-exclusive, and revocable. With the tools provided by BI Book, you may create additional connectors to the Service (“Custom Connector(s)”), which you may use solely with the Service to support your permitted use of the Service. User for use on the Service; (c) maintain and promptly update the Registration Data, and any other information you or any Authorized User provides to us, and to keep all such information accurate, current, and complete; and (d) notify us immediately of any unauthorized use of any Authorized User account or any other breach of security. Any activity on an Authorized User’s account shall be the sole responsibility of the Customer.
Fees and Payment
The Customer undertakes to pay all fees related to the use of the Service. The fees are specified in the price list valid at any given time, which can be found at the web page https://bibook.com or in a separate written contract between the Parties. The applicable value added tax is added to the prices.
If an additional Service has been ordered by the Customer, The Vendor has the right to invoice an hourly fee for work and necessary reasonable travelling and other costs.
The services fees, if not agreed for ordered Services are by default invoiced once a month to the Customer based on the previous month´s usage, unless the End customer requests an invoice directly for themselves. The payment term is 14 days net. The Customer and/or the End customer undertakes to pay its invoice by the due date. By default, the invoices will be sent in an electronic format. For late payments a legal interest as well as a collection fee will be charged.
Fees paid in advance for the use of the service will not be refunded if this contract is terminated.
Access and Use Restrictions
The Vendor hereby grants you the right to access to BI Book and use the Service, subject to your compliance with these Terms always, including timely payment of all applicable fees. Your right to access and use the Service is personal, limited to your business purposes, non-transferable, non-exclusive, and revocable. With the tools provided by BI Book, you may create additional connectors to the Service (“Custom Connector(s)”), which you may use solely with the Service to support your permitted use of the Service.
Your access and use of the Service are based on the Service client, data source, data destination and usage restrictions. Access and use may be restricted to one individual, company or specific data access/usage. There may be additional restrictions, which may change from time to time, and we will use reasonable efforts to provide you with advance notice of impending changes in a timely manner. Specific written agreements for access and usage restrictions will be indicated in the Agreement and they will override these Terms.
Without limiting the generality of the foregoing, you will not, will not attempt to, and will not permit or encourage any third party to:
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any software component of the Service, in whole or in part;
- modify or create derivative works of the Service, in whole or in part (except for Custom Connectors);
- use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party including but not limited to accessing Custom Connector Services for which you have no rights or in violation of the terms of Custom Connector Services;
- interfere with or disrupt the integrity of the Service or any content or data contained therein or transmitted thereby;
- access, monitor, or copy any content or information on the Service using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;
- violate the restrictions in any robot exclusion headers on the Service or bypass or circumvent other measures employed to prevent or limit access to the Service;
- take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
- deep link to any portion of the Service for any purpose without our express written permission;
- “frame”, “mirror”, sell, resell, rent, or lease any portion of the Service or otherwise incorporate any part of the Service into any other website without our prior written authorization;
- input any virus, malware, or other harmful code into the Service;
- use the Service or any BI Book Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services or to develop, commercialize, license, or sell any product, service, or technology that could, directly or indirectly, compete with the Service; or
- violate any applicable local, provincial national, or international law or regulation.
We may at any time suspend or terminate your or any Authorized User’s access to the Service if we have reason to believe that you are not complying with the Terms or you are otherwise abusing the Service.
Data, Content and Third-Party Services
5.1 The Service provides you a reporting platform which uses the Customer´s internal and also external data from multiple data sources such as third-party websites (jointly “Third-Party Services”). The Third-Party Services from which the data are gathered are selected by The Vendor at its sole discretion and The Vendor may, during the Term, change the Third-Party Services that are compatible with the Service. In addition, The Vendor may discontinue the compatible Third-Party Services if the applicable service providers of the Third-Party Services discontinue the relevant services or discontinue making such services available to BI Book. If you create, use or manage any Custom Connectors to access third-party services of your choice that are managed by BI Book or by yourself (“Custom Connector Services”), you shall be solely liable for accessing such Custom Connector Services. BI Book shall have a right to discontinue your use of Custom Connector Services, if you breach the terms of this Agreement.
5.2 The Vendor assumes no liability whatsoever for the internal or external data or other content collected from Third-Party Services. You are solely responsible for ascertaining that you have the right to use the Service for gathering and processing any such data by using the Service, and you must obtain any such consents and authorizations as may be needed from time to time in relation to such data or other content and their processing by using the Service. We do not assume any liability for such Third-Party Services or software, and you are exclusively responsible for obtaining any necessary licenses or consents needed for their use. You must familiarize yourself with the applicable terms and conditions, including any restrictions on use, in relation to any such Third-Party Services and you agree to comply with the third-party terms and conditions applicable to the Third-Party Services in addition to the terms of the Agreement.
5.3 The structure of reporting platform and the key performance indicators which are included in it will be planned in the co-operation with The Vendor and the Customer. The Vendor is liable over the platform´s technical functionality. The Customer is liable over the appropriateness over the data utilized, their interpretations and the possible further actions which have been taken as a reaction to the performance indicators. BI Book as a Platform is not responsible for the functionality within the Analytics reports, as they are namaged by your organization. The vendor is also not liable for data accuracy or visiblity in BI Book pre-built reporting templates as these must always be validated and maintained by the end customer as each companies data may vary.
Modifications to the Service
You acknowledge that The Vendor may make modifications to the Service during the Term without prior notice to you; however, The Vendor will use reasonable efforts to notify you of any material changes to the Service in advance. In the event of material changes to the Service, The Vendor may provide further instructions to you with respect to any actions required by you to continue access and use of the Service, if necessary.
- The Vendor may engage subcontractors to perform the Service under the Agreement, provided that The Vendor remains fully liable for any actions of such subcontractors. Notwithstanding the foregoing, The Vendor shall not be liable for the acts or omissions of any of its hosting service or data communication service providers or analytics platform provider The Customer is responsible for reviewing these vendors terms and conditions. Term and Termination
8.1 Your account and subscription of the Service remains in effect unless you terminate it or unless The Vendor terminates your account as provided by these Terms. The agreement can be terminated by either party by means of a written notification with a one (1) month´s notice time.
You must stop using the Service immediately after the termination period.
8.2 The Vendor may terminate this Agreement or terminate or suspend any Authorized User’s access or use of the Service in the following circumstances:
(a) If Customer’s or any Authorized User’s continued use of the Service or Custom Connector Service may, in The Vendor´s discretion, result in material harm to The Vendor, its subcontractors, affiliates, or another customer of the Service, The Vendor may reasonably block or restrict Customer’s access to the Service or Custom Connector Service;
(b) if Customer or any Authorized User has (i) submitted information to the Service in violation of applicable law; (ii) accessed Custom Connector Services for which Customer or any Authorized User has no rights or in violation of the terms of such services or (iii) otherwise used the Service in breach of these Terms, including the restrictions set forth in Section 4 above;
(c) any fees due by Customer remain unpaid fifteen (15) days after the applicable due date as set forth in the Agreement; or
(d) if Customer commits a material breach of its obligations under the Agreement and does not remedy such breach within thirty (30) days of receiving notice of breach from The Vendor.
8.3 Either party may terminate the Agreement upon written notice to the other party if the other party enters bankruptcy, becomes insolvent or makes an assignment for the benefit of creditors.
9.1 The “BI Book” name, the BI Book logos, and any other product or service name or slogan contained on the Service are trademarks or registered trademarks of The Vendor and its suppliers or licensors, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the applicable trademark owner. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Service are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship, or recommendation thereof by us, or vice versa.
9.2 BI Book may use your company name(s) and logo(s) for marketing purposes, including on the BI Book website, promotional and sales literature, customer/prospect presentations, and customers lists.
Ownership and intellectual property rights
As between you and The Vendor, The Vendor owns all right, title, and interest, including all intellectual property rights, in and to the Service, and any services available in connection with the Service. For the modifications you have made with Custom Connector, you shall have non-exclusive, royalty free, worldwide right to use any such modifications for the sole purpose of using the Service. Any intellectual property rights pertaining to the Custom Connector modifications shall belong to BI Book. Except for those rights expressly granted in these Terms, no other rights are granted, either express or implied, to you and all other rights are hereby reserved.
Both parties shall keep confidential business secrets and other confidential information disclosed to them regarding the other party. This information shall not be used other than for the purposes of the agreement. The aforesaid obligations will remain in force after the Agreement has terminated. The parties ensure that their personnel and subcontractors also commit to the confidentiality.
The Vendor will process personal data only as a data processor on documented instructions from you as the data controller. As a data processor, we process such personal data which you have provided to us (including collected or generated through the use of the Service) for the purpose of providing the Service. This processing of personal data is governed by a separate Data Processing Agreement entered between you and us in connection with your signing up for the Service, which is attached hereto as Annex 1.
13.1 Customer, its subsidiaries, affiliates, and End customers retain all rights pertaining to all data, personal data, or other information that Customer, or another party on Customer’s behalf, provides to The Vendor for the purpose of providing the Service (“Customer Data”). Where permitted by Data Privacy Laws, The Vendor may use Customer Data or other data derived from the operation of the Service: (i) to detect security incidents; (ii) to protect against fraudulent or illegal activity; (iii) to improve, enhance and support the Service; and (iv) to determine which other service offerings may be relevant to the Customer and inform the Customer of such offerings.
13.2 Notwithstanding the termination of this Agreement and provided that the Customer Data is in aggregated form, The Vendor may use the data for its business purposes including to create public statistics, for example, to enable Customers to benchmark their performance against industry level statistics. In no event does the aggregated data include any personally identifiable information or company level data.
DISCLAIMER OF WARRANTIES
You expressly understand and agree that: (i) your use of the service, including any products, services, information, data, content or other materials obtained by you through the service, is at your sole risk, the service, including any products, services, information, data, content or other materials obtained by you through the service, is provided on an “as is” and “as available” basis and The Vendor and its affiliates, officers, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, title, fitness for a particular purpose and non-infringement; (ii) The Vendor and its subsidiaries, affiliates, officers, employees, agents, partners and licensors make no warranty that a) the service will meet your requirements, b) the service will be uninterrupted, timely, secure or error-free, c) the results that may be obtained from the use of the service will be accurate or reliable, d) the quality of any products, services, data, content, information or other material obtained by you through the service will meet your expectations, and e) any errors in the service will be corrected; (iii) any material downloaded or otherwise obtained through the use of the service is accessed at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download or use of any such material; and (iv) no advice or information, whether oral or written, obtained by you from The Vendor or through or from the service shall create any warranty not expressly stated in The Terms. You may have other statutory rights. However, to the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the minimum period allowed by the law.
15.1 The Vendor will defend, indemnify and hold harmless Customer from and against any costs, damages, expenses, and liabilities (including, but not limited to, reasonable attorneys’ fees) arising out of or in relation to third-party claims or actions arising out of or relating to infringement of a third party’s intellectual property rights due to Customer’s use of the Service, except to the extent such claims or actions arise out of or are related to (i) any modification or combination of the Service by Customer with any service not provided by The Vendor; (ii) any third-party programs, information, or data (including any Third-Party Services and Custom Connector Services); (iii) any access or use of the Services by Customer in violation of these Terms, including the restrictions set forth in Section 4; or (iv) any data, information, or content provided by Customer.
The Vendor´s indemnification obligation in this Section only applies under the condition that Customer has notified The Vendor in writing of a claim or action within a reasonable time.
In case such third party claim is made or is likely to be made, The Vendor is responsible, at its own cost, for obtaining any necessary rights for Customer to continue to use the Service under the terms of the Agreement or replace or modify the infringing part of the Service to be non-infringing without decreasing functionality. If The Vendor is unable to replace or modify the infringing part, then The Vendor may terminate this Agreement upon written notice to Customer, in which case Customer shall be entitled, as its sole remedy, to a pro-rata refund in the amount of the unused portion of any prepaid fees for the terminated Service calculated as of the effective date of termination. The Vendors liability, and your sole remedy, for infringement of intellectual property rights in the Service shall be limited to this Section 15.1.
15.2 Customer will defend, indemnify and hold harmless The Vendor from and against any costs, damages, expenses, and liabilities (including, but not limited to, reasonable attorneys’ fees) arising out of or in relation to third-party claims or actions arising out of or relating to:
(a) any breach by Customer or any Authorized User of the restrictions set forth in Section 4 above;
(b) any violation of applicable law by Customer;
(c) any data, information, or content inputted into the Service or otherwise provided by Customer, including any actual or alleged infringement of third-party intellectual property rights or rights to privacy arising out of any such data, information, or content, including Customer Data and Custom Connector Services;
(d) any of Customer’s products or services;
(e) any material breach by Customer of this Agreement; or
(f) any gross negligence, willful misconduct, or fraud by Customer.
LIMITATION OF LIABILITY
Neither party nor its suppliers or licensors will be liable for any indirect, incidental, special, consequential, or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses (even if such party or any supplier or licensor has been advised of the possibility of these damages), arising out of this Agreement.
The Vendor´s maximum total liability towards the Customer and its Authorized Users for all claims under these Terms or otherwise in relation to the Service, whether in contract, tort, or otherwise, is limited to The Vendors´ invoicing from Customer during the past six (6) months.
Any limitations of liability under this Section 16 shall not apply in the event of gross negligence, willful misconduct, or fraud.
The Vendor is not liable for compensation if the damage is caused by insufficient, incorrect, or delayed information or data from the Customer, or for another reason caused by the Customer, or if the damage has been caused by an employee of the Customer.
Customer shall make its claim for damages in writing and without delay. If a specified claim has not been made to The Vendor within 3 months from stating the damage or from the time the Customer should reasonably have noticed it, no compensation will be paid. In addition, no compensation will be paid if the damage is made after three (3) years from delivery of the Service in question.
Governing law and dispute resolution
These Terms shall be governed and construed in accordance with the laws of Finland, without giving effect to principles of conflicts of law or to the Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The number of arbitrators shall be one. The language of the arbitration shall be Finnish. However, in the arbitration evidence can be presented in English.
Neither party is allowed, without the consent of the other party, to hire, or include to its interest group, a person that is or has been employed by the other party, who has participated in a significant way in the tasks related to the services provided by The Vendor, or to make any other arrangements to obtain services of such person until six (6) months has passed from the date The Vendor last delivered services to the Customer or from the date that the employment relationship of such person with the party in question terminated with the other party. Unless otherwise agreed, the party in breach of the recruitment restriction must pay the other party compensation in the amount of twelve (12) months of gross salary of the person in question.
Neither party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control (a “Force Majeure Event”), which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God. A Force Majeure Event suffered by a subcontractor of a party shall also be considered a Force Majeure Event in relation to the party if the work to be performed under subcontracting cannot be done or acquired from another source without incurring unreasonable costs or significant loss of time. Our failure to act in a particular circumstance does not waive our ability to act with respect to that circumstance or similar circumstances.
Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be severed from these Terms, and the remaining provisions of these Terms will continue to be in full force and effect. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect.
The Customer may not assign or transfer its rights or obligations under this Agreement, without the prior written consent of The Vendor. The Vendor may assign this Agreement to a successor entity in connection with a merger, consolidation, or sale of all or substantially all of its assets to which this Agreement relates.
The Vendor has the right to change its general terms and price list. The Customer shall be notified by posting a notice of change in its web page or in writing at least 30 days prior to the change.
By using the Service, the Customer consents to receiving electronic communications from The Vendor. These communications may include notices about your account and information concerning or related to the Service.