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 Uuva Cloud general terms and conditions


Uuva Cloud general terms and conditions.

1 Purpose

1.1 These general terms and conditions apply to the web-based service offered by Uuva Oy (0859384-0). Uuva Cloud (hereafter "Cloud") is a service provided by Uuva electronically, with which the customer can manage his pending matters at Uuva.

1.2 The content of Cloud is in accordance with the service description selected at any given time.

2 Service level

2.1 Uuva is constantly developing the Cloud, which may lead to various changes in the service or service interruptions. Uuva's contractual partner accepts such changes and interruptions. Such changes can also lead to Uuva having to prevent the use of the Cloud completely. Changes or interruptions do not cause Uuva to be liable for damages or any other obligation. If, however, Uuva's obligation to compensate damages is deemed to exist exceptionally, the maximum amount of compensation paid by Uuva in all cases is a total of no more than ten thousand euros.

2.2 Cloud is offered "as is", and Uuva does not guarantee a certain service level or error-free service. Uuva does not guarantee that the Cloud will be used by Uuva's contractual partner without interruption or how the third party produces its own service. Uuva strives to minimize disruptions caused by possible service interruptions, etc., and to inform in the way it chooses about service and maintenance interruptions or other known matters related to the Cloud offering, as far in advance as possible.

2.3 Uuva is responsible for backing up its contractual partner's information in the Cloud or for other technical measures leading to the same result once during the working day.

In other respects, the Uuva customer is responsible for the backup.

2.4 Uuva can change these terms and other valid contract terms in the event of changes in legislation, industry contract practices or the content of the Cloud, or for any other reason related to the Cloud. By using Cloud, the User accepts the currently valid Cloud version. Uuva will notify its contractual partner of significant changes in its chosen way well in advance of their entry into force. If the contractual partner does not accept the change in the terms, he can terminate the contract by observing the one-month notice period, and the changed terms will not take effect during the notice period.

2.5 Uuva has the right to use subcontractors in the production of the service.

3 Cloud user's rights and obligations

3.1 Uuva's contractual partner has the right to use the Cloud in its own operations.

The contract partner does not have the right to resell or distribute Cloud to third parties.

3.2 The contractual partner is responsible for acquiring and operating the equipment, connections and systems they need to use the Cloud. The customer is responsible for the protection of his information system and for his communication and other similar costs related to using the Cloud.

3.3 The contractual partner is responsible for the use of the Cloud, the content of the information entered there, and the exchange of information using the Cloud. If the contact information or other information needed to use the Cloud changes, the Cloud participant must notify Uuva of the changed information without delay.

3.4 The customer is responsible for commitments and other actions made with the help of identification information until Uuva has received a notification that the identification information has come into the possession of a third party and Uuva has had a reasonable time to prevent unauthorized use of the Cloud.

3.5 The access rights of the main user enable the addition of new users to the service. Cloud can only be used by users named by the main user and added to the service. The administrator can create new users within the scope of this agreement and, within the given limits, determine the extent of their access rights. The main user is responsible for ensuring that new users become aware of the terms of this agreement.

The right of use is personal and applies only to the designated user. The customer undertakes to identify named users to the extent that Uuva requires at any given time.

Uuva also has the right at any time to check the users named by its contractual partners in the Cloud or in the database.

3.6 By using Cloud, the user agrees to comply with the terms. Cloud can only be used by an adult, legally competent person authorized by the contractual partner.

4 Service price and intangible rights

4.1 The compensation to be paid for Cloud is determined according to Uuva's price list valid at any given time. The prices include the public fees imposed by the authorities in force at any given time, with the exception of value added tax. Value added tax is added to the prices.

4.2 Cloud is the sole property of Uuva. The contractual partner is not granted any other rights to the Cloud other than the right to use the Cloud, which appears in the terms and conditions. The ownership and intellectual property rights of the information stored in the cloud belong to the contract partner or a third party.

5 Confidentiality and prohibition of recruitment

5.1 The contractual partner or its employees or group companies may not use or disclose confidential information of the other party to a third party other than in situations permitted by the terms. The parties must treat the other party's confidential information with at least the same care as they treat their own confidential information, provided that the confidential information is always treated with at least reasonable care.

5.2 Uuva has the right to mention the Customer in its reference list.

5.3 Uuva's contractual partner may not employ a person who is or has been employed by Uuva or a company belonging to the same group as Uuva, who performs or has performed key tasks related to Cloud, and may not enter into any other contract or otherwise agree on such an arrangement, the purpose of which is to obtain the work input of the person in question, before than 6 months have passed since the end of the employment or other similar relationship of the person in question at Uuva or in a company belonging to the same group as Uuva. If the contracting party violates this recruitment restriction, the contracting party is obliged to pay the other contracting party an amount corresponding to the 6 months' gross salary subject to withholding tax to the other contracting party.

6 Termination

6.1 Unless the parties have agreed otherwise, this agreement is valid indefinitely and can be terminated with one month's notice.

The right to use Cloud agreed for a fixed period is valid until the agreed deadline.

6.2 The party may terminate the agreement in writing immediately if the contractual partner becomes substantially insolvent or materially violates its obligations under the agreement and has not corrected its violation without undue delay after receiving notice of this violation from the other party.

7 Change

7.1 The party does not have the right to transfer the contract even in part without the written consent of the other party. However, Uuva can transfer the contract to its group company at any time or to a third party in connection with a corporate reorganization or business transaction, or when selling a substantial part of the Uuva assets to which the contract relates.

Uuva has the right to transfer its claims based on the contract to a third party by notifying the contract partner of the transfer in writing.

7.2 Finnish law applies to this agreement, with the exception of its conflict of law provisions. All disputes arising from these terms and conditions will be settled definitively in arbitration in accordance with the rules of the Arbitration Board of the Central Chamber of Commerce in the composition of one arbitrator.

The place of arbitration is Helsinki and the language of the proceedings is Finnish. The award rendered by the arbitrator shall be final, binding on both parties and may be enforced by any court of competent jurisdiction.

7.3 The data protection applicable between the parties has been agreed separately in accordance with Uuva's separate data protection appendix. Accordingly, payment monitoring and collection services have been agreed upon in accordance with the appendix (below) concerning these matters.

General contract terms for payment supervision and collection

1 Acceptance of assignment

1.1 Uuva Oy is, among other things, a Finnish company offering voluntary and legal collection services. Uuva Oy is a member of Suomen Perimistoimistojen Liitto RY.

Collection permit ESAVI/8728/04.06.05/2016

1.2 The principal undertakes to send one payment reminder for his overdue receivable on his own initiative before starting the collection order with Uuva, unless otherwise agreed between the principal and Uuva.

1.3 Assignments are transferred to Uuva for voluntary collection upon notification by the principal. Assignments can also be transferred through the Uuva Cloud service.

From Uuva Cloud, you can also see the up-to-date status of each order. Uuva has the right, for a justified reason, not to accept a specific assignment or to stop processing an individual assignment. In this case, Uuva will notify the client of the termination of collection actions and the reason for its decision.

1.4 The parties follow good business and debt collection practices in the handling of assignments and undertake to keep confidential matters concerning each other's business secrets. Uuva has the right to use the client's name or other necessary identification information in its reference list, unless otherwise agreed between the client and Uuva.

1.5 Uuva has the right to change the terms of this agreement by notifying the client electronically or otherwise, if Uuva notifies of such changes one month before the time when the changes in question are intended to enter into force. Any changes to Uuva's price list can be ordered by Uuva to be used immediately.

Change notices can be based, for example, on changes in legislation.

2 Authorization

2.1 The receivables from this service contract are transferred to Uuva with all rights at the time of receipt of the order. Based on the transfer, Uuva has the right in the position of a creditor and with the rights to carry out voluntary and legal debt collection measures related to the assignment.

Uuva also has the right to withdraw the funds accumulated in collection and foreclosure and to use them on behalf of the principal. If necessary, Uuva may also use an external agent or expert to handle the debt collection assignment.

3 Expenses and fees

3.1 In voluntary collection, late fees added to the debt capital (including the principal's right to reimbursement of collection expenses and, if separately agreed, possible interest on late payment) are withheld as Uuva's fee for handling the collection order. If the collection efforts are not even partially successful, the unpaid late payments will remain Uuva's losses.

3.2 The costs and fees incurred for the handling of orders shall be charged to the customer in accordance with the valid price list. In case of successful collection, Uuva charges the customer the VAT portion of the notice and collection fee paid by the debtor. The part of the value added tax included in the order will be offset in connection with the accounting performed by Uuva.

Value added tax is 100% deductible in the principal's taxation, if the principal is liable for value added tax on his activities.

3.3 If the client cancels the assignment after the collection measures have already started, or the assignment is unfounded, Uuva has the special right to charge the client an amount corresponding to the collection cost compensation it has withheld according to section 3.1.

4 Undisputed debt matters and subsequent collection

4.1 The majority of matters brought to Uuva's district courts are dealt with in so-called in a summary procedure, which is mainly intended for uncontested debt claims. These measures consist of filing a brief subpoena application and making a foreclosure application. Uuva charges the client the costs of legal collection in accordance with Uuva's current price list.

4.2 Private claims are transferred to legal collection, if the debtor has not paid the claim during voluntary collection, and according to Uuva's understanding, there is no obstacle to starting legal collection in the debtor's credit information. Uuva informs the client by e-mail or in another way it deems appropriate when the claim has been transferred to legal collection and how the legal collection will be carried out in a cost-effective manner.

4.3 Uuva has no responsibility for costs based on the service contract when handling legal collection. Such expense liability can be agreed upon separately. When the receivable capital is small, Uuva generally proposes to transfer the expense risk arising from submitting a narrow subpoena application from the client to Uuva.

4.4 If the debtor pays the amount owed directly to the client by default, Uuva has the right in the last resort to collect any unpaid expenses and other receivables from the debtor by means of legal collection.

4.5 If the debtor is found to be unreserved in the foreclosure or the debtor is otherwise known to be insolvent and it is not meaningful to proceed with legal collection, the claim will be transferred to subsequent collection at Uuva's discretion. In post-collection, active collection actions are taken if there are significant changes in the debtor's ability to pay. Uuva can also provide the client with a credit loss recommendation.

5 Other legal services

5.1 Uuva offers legal advice, litigation and other services requiring legal expertise to the client within the scope of this service agreement, but also based on a separate assignment relationship.

5.2 The initial consultation on the nature of the legal measures and the determination of the receivables' collectability is free of charge for the client.

Exceptionally, the initiation of procedures may require an advance payment.

As far as possible, all costs arising from legal measures are tried to be paid by an external party (for example, the debtor or an insurance company).

5.3 With regard to disputed claims, the client is responsible for the costs that may be ordered to be paid to the other party in court. If the matter declared uncontested by the client turns out to be disputed due to the defendant's response or for some other reason, Uuva has the right to charge the client the legal costs incurred in handling the case in accordance with the current price list, regardless of whether the lawsuit was brought at the client's or separately agreed Uuva's expense risk.

6 Insolvency proceedings

6.1 Uuva will charge the client for the measures resulting from insolvency proceedings against the client of the client (bankruptcy, personal debt arrangement or corporate restructuring), if this has been agreed.

If it is agreed with the client, Uuva can also leave a payment reminder or a bankruptcy petition in assignments with the threat of bankruptcy. Billing for these procedures takes place in accordance with Uuva's current price list.

7 Validity of the agreement

7.1 The service contract is valid indefinitely from the date of signing by both parties of the contract or when delivered electronically, when the client has accepted the terms of the service contract electronically. In both cases, the agreement also enters into force when the first assignment based on the agreement has been delivered to Uuva. An assignment is considered to be based on a contract when the client submits the first assignment to Uuva after receiving the service agreement with its attachments.

7.2 The mutual termination period of the agreement is one (1) month. Termination must be done in writing. Regardless of the termination or other termination of the contract, Uuva has the right to process the Initiated assignments while the contract is in force until its final decision.

8 Use of Funds

8.1 Uuva keeps the client's funds accumulated as a result of collection and enforcement actions in a separate customer asset account and accounts them to the client without delay.

8.2 When a receivable is collected from the consumer, the accumulated funds are allocated in the following order: default interest on the receivable, capital, reminder costs, collection costs and fees. When a claim is collected from a trader (company, registered association, foundation, business name), the accumulated funds are allocated in the following order:

collection costs and fees, default interest on receivables, reminder costs, capital

9 Notification obligation

9.1 Uuva takes care of communication related to debt collection assignments in relation to external parties. The principal refrains from all communication with his debtors while the collection assignment lasts.

9.2 The client undertakes to deliver to Uuva the necessary documents and powers of attorney for handling the assignment without a separate request. The client is responsible for the correctness of the information he gives to Uuva. When submitting assignments to Uuva, the client undertakes that the basis and amount of the assignments are in accordance with the law and are real. Upon the creation of the assignment relationship and during it, the client undertakes to notify Uuva without delay, if the client's customer disputes his payment obligation based on the assignment, partial payment is applied to the receivable to be collected, or any other circumstance affecting the handling of the matter comes to the attention of the client. If the client violates the notification obligation, Uuva is entitled to compensation for the damages caused by the violation.

10 Change

10.1 Uuva is not responsible for damage caused by circumstances beyond its control, or the prevention of which would require financially or otherwise unreasonable measures compared to the possible damage.

Under no circumstances is Uuva liable for indirect damages.

10.2 Finnish law applies to this agreement. Any disagreements regarding the content, interpretation and payments based on this agreement will be resolved in the Helsinki district court.

10.3 This agreement has been made in two copies with the same wording, one for each contracting party