Date updated: 14.6.2016
1. Welcome to eCraft GO Service
eCraft GO (”Service”) is cloud based service offering for business management needs of corporate customers using leading Microsoft technologies. The Service is provided by eCraft Etima Oy Ab (”Supplier”), address: Itsehallintokuja 6, FI-02600 Espoo, Finland.
Supplier may make available through the Service complementary services provided by Supplier’s business partners. Use of such complementary services may require that the parties amend the Agreement accordingly or that the Customer accepts third party service provider’s terms and conditions for such complementary services. Supplier shall not be liable for the quality, availability or content of any complementary third party services.
- Affiliated Company of a Party shall mean any Finnish or foreign legal entity that is (a) directly or indirectly controlling such Party; or (b) which is under the same direct or indirect ownership or control as such Party; or (c) which is directly or indirectly owned or controlled by such Party for so long as such control lasts. For these purposes, an entity is considered as being controlled by another, if that other entity has fifty percent (50%) or more of the votes in such entity, is otherwise able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
- Customer means the legal entity or entities defined in the Services Agreement together with Customer’s Users.
- Customer Data means customer specific data that is stored by or onbehalf of the Customer in the Service and customer specific information or data that is processed in the Service by the Customer.
- ”eCraft GO” means Supplier’s integrated Software as a Service offering built on using Microsoft technologies including Microsoft Dynamics NAV 2015 and new versions thereof and eCraft GO Components.
- ”eCraft GO Components” mean any other parts of eCraft GO solution than separately licensed standard software and its documentation provided by Microsoft Corporation and other third party standard software suppliers. eCraft GO Components include, but are not limited to, pre-configured parameter settings, document templates, configuration and implementation guides, solution concepts, add-on applications, interface protocols or complementary solutions created or provided by the Supplier or its licensors.
- Service Fees mean fees payable by the Customer for the right to use the Service, support services and additional services.
- Subscription means Customer’s at the time valid subscription for the right to use the Service within the defined scope of services as agreed in Appendix 1.
- User means Customer’s and its contractor’s or business partner’s employees who are using or accessing the Service on behalf of the Customer. Each User shall have its own User ID.
- User ID means unique personal user name created for each User.
- Service Upgrade means any of the following situations:
- number of active Users increases
- Customer’s scope of services is expanded by adding new functionalities or service components
- Service Downgrade means any of the following situations:
- number of active Users decreases
- scope of services is reduced by deactivating previous functionalities or service components
eCraft GO is intended for commercial use only and not for consumers. By registering into the Service you represent and warrant that:
- you are a natural person of legal age and not under guardianship; and
- you are authorized to make a binding agreement on the Service on behalf of the legal entity that is represented by you and that you have identified during the registration.
4. Amendments to the Terms of Service
Supplier reserves the right to revise these Terms of Service at any time in its sole discretion upon 30 days prior written notice on the website of the Service at go.ecraft.fi. Your continued use of the Service after any revision constitutes Your acceptance to such. If You do not accept revised Terms of Service, You may not use the Service and you must terminate your Account in accordance with the Terms of Service.
5. Subscriptions and Service Fees
The Service and any supplementary or complementary services are provided in exchange of payment of applicable Service Fees. The Supplier will charge for all services in accordance with its at the time valid services price list. Valid services price list is available at the website of the Service. The Supplier may adjust its Service Fees upon 30 days prior written notice published on the website of the Service. Adjusted price list apply to Service Fees that will be invoiced for invoice periods beginning on or after the effective date of the new price list.
Each Subscription is valid for the duration of the paid subscription period. At the end of the subscription period the Subscription shall be automatically renewed for a new subscription period with the agreed scope, unless Customer terminates or amends the Subscription in writing in accordance these with Terms of Service.
Each User shall use his/her own unique User ID. Users may not share User IDs. All user based Service Fees will be calculated on the basis of the total number User IDs that have had ”active” status any time during the calendar month.
All recurring Service Fees will be invoiced monthly at the end of each calendar month.
One time fees will be invoiced as described in the services price list. Reasonable travel expenses and other expenses, if any, will be invoiced monthly in arrears.
All fees are quoted exclusive of Value-added Tax which will be added to the invoices in accordance with the applicable laws at the time of invoicing.
Payment term for all invoices shall be 14 days from the invoice date. Penalty interest for overdue invoices shall calculated in accordance with the Finnish Interest Act. If Customer fails to pay its Service Fees by the due date Supplier may charge penalty interest and resonable payment collection expenses. If the Customer fails to pay the invoice within 14 days of Supplier’s written payment reminder Supplier may deactivate the Service for the Users until the Customer has paid all overdue invoices. The Supplier may charge 500 euros for the re-activation of the Service.
6. Obligations of the Supplier
The Supplier shall provide the Service to the Customer in accordance with the Terms of Service and Supplier’s at the time valid service descriptions. The Supplier shall perform the Services in professional manner, diligently and in accordance with Supplier’s working methods and processes.
The Supplier pursues to make the Service available to the Customer 24 hours per day and 7 days per week, excluding scheduled service breaks and emergency breaks that are necessary in order to keep the Service available. However, due to the characteristics of the Internet based services, the Supplier cannot warrant that Service is always available without interruptions nor that data communication via the Internet is always secure. Thus the Supplier provides the Service on “as is basis” as set out in Article 9 below.
The Supplier pursues to use in the provision of the Service only data professional center service providers (such as Microsoft Azure platform) that operate in compliance with the industry accepted quality and data security standards and that are located within the European Union.
The Supplier may use subscontractors in the performance of its services. The Supplier shall be responsible for its subcontractor’s work as it own work.
7. Obligations of the Customer
The Customer shall ensure that all tasks that are on Customer’s responsibility will be completed as agreed and diligently. The Customer shall be responsible for acquiring and maintaining the functional status of the hardware, connections and software that the Customer needs to use the Services. The Customer shall be responsible for the protection of Customer’s data system and telecommunication and other comparable costs related to use of the Services. The Customer shall be responsible for preparing the hardware, connections, software and data systems to meet the operating environment specifications delivered by the supplier, and for ensuring that the Service is suitable for Customer’s purposes.
Customer shall ensure that its User handle with all due care User IDs and related passwords and do not disclose them to any third parties. The Supplier has the right to deactivate any User ID without prior warning in case Supplier has reason to believe that the such User ID or password is in the knowledge by anyone else than an authorized User.
The Customer is responsible for all use of the Service by its Users and that its Users comply with this Agreement and act in full compliance of all applicable laws and regulations in connection with the Users’ use of the Service, including those related to privacy of personal data.
The Customer is responsible for Customer Data and for ensuring that the Customer Data does not infringe third party rights or violate any legislation in force at the time. The Customer is responsible for ensuring that its Users will no create, send, store or otherwise process any material in the Service that infringes third party rights, is in contrary to good business ethics, or in breach of applicable laws or regulations.
The Customer shall ensure that the Users will not enter, process or distribute any harmful data in the Service containing viruses or other material that could cause distruption in the Service.
8. Right to use the Service
Customers and its Users right to use the Services is valid only for the duration of the subscription period. Intellectual property rights to the eCraft GO service and amendments thereto shall belong to the Supplier or its licensors. The Customer shall not attempt to gain access to any parts of the Service to which the Customer has not been granted access rights nor will the Customer attempt to modify, copy, decompile, adapt, reverse engineer or otherwise attempt to derive source code of the Service or any computer software programs the Service is based upon.
If use of the Service requires installation of a workstation client on User’s computer, the Supplier grants to the Customer a non-exclusive, non-perpetual and non-transferable license to use such client component during the paid subscription period as a part of the Subscription and pursuant to the Terms of Service.
9. Limitation of Liability
The Services are provided strictly on an “as-is” basis. The Supplier will not give the Customer any warranty or guarantee, express or implied, with regard to the Services or the results of the Services, including but without limitation to warranties of merchantability or fitness for any particular purpose.
The Supplier shall not be liable for any indirect damages, including but not limited to, loss of revenue or profit, or loss arising from decrease in production or revenue, interruption of businesss, or loss of data.
Supplier’s liability for direct damages (including any liquidated damages for delay and service credits provided under the Service Level Agreement) shall be limited to the amount of Service Fees the Customer has paid to the Supplier during the previous 3 calendar month prior the incident causing the claim for damages.
10. Changes in the Services
The Supplier may in its sole discretion may changes in the Service such as introducing new functionalities or deleting obsolete functionalities. The Supplier strives to notify its customers reasonably in advance on substantial changes in the Service on the website of the Service and/or by emails sent to customers.
11. Customer Support
The Supplier will provide email and online support to Customer’s named main user during Supplier’s normal support hours and in accordance with the valid Support Service Description and price list for the support services. Supplier’s normal support hours are Mon - Fri 8:00-16:00 EET, excluding public holidays in Finland.
12. Backup copies
The Supplier shall be responsible for making backup copies of the Customer Data in accordance with the at the time valid service description. The Customer acknowledges and agrees that the backup copies are taken with predefined, scheduled intervals and the data retrived from the backup copy does not contain any Customer Data that was entered or processed in the Service after the last backup time.
13. Service breaks
The Supplier aims to notify the Customer by email reasonably in advance of any scheduled service breaks. Service breaks required for the performance of maintenance work shall be scheduled to the extent possible between Saturday 16:00 – Sunday 10:00 EET.
14. Intellectual Property Rights
All intellectual property rights in the Service, including any software product forming part of the Service or its documentation, will be the exclusive property of the Supplier and/or its licensors.
Copyrights and other intellectual property rights in the Customer Data stored or processed in the Service shall belong exclusively to the Customer. Supplier shall have the right to use such Customer Data solely for the purposes of (i) providing the Services to the Customer and (ii) measuring service availability, performance level and quality in order to improve the Services; and (iii) calculating generic business performance metrics, such as industry sector specific key performance indicators on the basis of the whole customer base of the Service. Such generic business metrics may be published to all customers of the Service, provided however, that such measurement does not contain any information that can be directly linked to any identified single customer.
Each Party shall keep in confidence all material and information received from the other Party and marked as confidential, or which should be understood to be confidential, and shall not use any such material or information for any other purposes than those set forth in the Agreement and only to the extent necessitated by the Agreement; and shall have the right to disclose the such material and information to its employees only on a need-to-know basis. This confidentiality obligation shall, however, not apply to material and information: (a) which is generally available or otherwise public; (b) which the Party or its Affiliated Company has received from a third party without any obligation of confidentiality; (c) which was in the possession of the receiving Party or its Affiliated Company prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; (d) which a Party or its Affiliated Company has developed independently without using material or information received from the other Party; or (e) which a Party or its Affiliated Company must disclose pursuant to a law, decree or other order issued by the competent authorities or a judicial order.
Each Party is entitled to use the professional skills and experience acquired in connection with the delivery.
The rights and responsibilities under Clause 15 shall survive three (3) years after the termination or cancellation of the Agreement.
16. Force majeure
Except for payment obligations, neither Party shall be liable to the other for loss, damage, or delay in work caused by war, riot, the act or order of any competent civil or military authority, strikes, unauthorized work stoppage or by fire, flood or by an impediment beyond its control which that Party could not have taken into account at the time of the conclusion of the Agreement, and whose consequence it could not have reasonably avoided or overcome (“Force Majeure Event”) Strike, lock-out, boycott and other industrial action shall constitute a Force Majeure Event also when the Party concerned is the target or a party to such an action.
A Force Majeure Event suffered by a subcontractor of a Party shall also discharge such a Party from liability if subcontracting from other source cannot be made without unreasonable costs or a significant delay.
Either Party shall inform the other Party of a Force Majeure Event in writing without delay. The Party shall correspondingly inform the other Party of the cancellation of the Force Majeure Event..
17. Term and termination
Each Subscription shall be valid for the duration of the paid subscription period. Upon expiry of the subsciption period the Subscription shall be automatically renewed for another subscription period, unless terminated by either party with a written notice to the other party. Notice period for the termination of a Subscription shall be one month.
During the term of the agreement the Customer may amend the scope of services by notifying the Supplier in writing in advance through Supplier’s service desk or by making change order directly in the administration portal of the Service. The Supplier shall confirm in writing without undue delay the changes and their impact on Service Fees together with the estimated effective date of the change.
Upon termination or expiry of the agreement the Supplier shall be obligated, upon Customer’s written request, to provide reasonable assistance to the Customer in transfer of the Customer Data and outsourced services back to the Customer or its new service provider. Unless otherwise agreed between the parties, this obligation shall end three months after the expiry of the agreement. The Supplier may charge for the ordered assistance in accordance with its general services price list.
Customer shall not assign this agreement to any third party without prior written consent of the Supplier. The Supplier is entitled to assign this agreement or its rights and obligations hereunder to its Affiliated Company or to a third party to whom the business subject to this agreement is transferred upon written notice to the Customer.
19. Governing Law and Dispute Resolution
This agreement shall be governed by the laws of Finland excluding its choice of laws rules.
Any dispute, controversy or claim arising out of or relating to this agreement, or the breach, termination or validity thereof, that cannot be settled in mutual good faith negotiations between the parties, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Finland Chamber of Commerce. The place of arbitration shall be Helsinki. The arbitration shall be conducted and the arbitration award shall be given in Finnish or, if the Customer is not a Finnish Company, in English.
The Supplier shall have the right to initiate action to collect any undisputed receivable under this agreement in the District Court of Helsinki.