This agreement (“Agreement”) settles the rights and obligations between the registrant or licensee (“Customer”) and the service provider or licensor Meliora Ltd (corporate identity number FI-2485366-5), (“Meliora Ltd”), regarding the Customer’s use of the service Meliora Testlab (“the Service”) provided through melioratestlab.com (“the Web Site”).
This Agreement regulates the use of the web-based service Meliora Testlab including functions for requirement management and testing of IT systems.
2. The Obligations of Meliora Ltd
Meliora Ltd shall provide the Service according to this Agreement, including taking reasonable measures to ensure that the Service is available on the Internet twenty-four hours a day. For technical, maintenance, operative or safety reasons, Meliora Ltd has the right to limit availability. Meliora Ltd is not liable for deficiencies in the Customer’s Internet connection.
3. The Obligations of the Customer
The Customer shall adhere to the instructions for usage as communicated by Meliora Ltd in this Agreement, via e-mail or at the Web Site. The Customer shall ensure that the usage of the Service does not violate any substantive law or regulation. The Customer shall ensure that all its users of the Service are informed of the contents of this Agreement. The Customer may assign usage rights of the Service, in accordance with this Agreement, to users in other organizations. The Customer accepts liability for all users to whom the Customer gives access to the Service.
Each user must have a personal user account. The customer shall ensure that the user accounts created are in personal use and are not shared between users.
4. Third Party Claim
Should a third party address a claim against Meliora Ltd attributable to the Customer’s usage of the Service, the Customer shall hold Meliora Ltd free from any damages related thereto.
In case of defects in the Service which impede the Customer’s use of the Service in a material way and are attributable to Meliora Ltd, Meliora Ltd will ensure that the defect is corrected without undue delay, unless doing so would cause unreasonable costs to Meliora Ltd. Should Meliora Ltd not correct the defect within reasonable time, even though correcting the defect would not cause unreasonable costs for Meliora Ltd, Meliora Ltd is liable for losses caused, with the limitations set forth in clause 6 below. In other circumstances, Meliora Ltd cannot be held liable for defects in the Service and thereto connected services unless the defect is caused by gross negligence or intent by Meliora Ltd. Defects shall be reported by the Customer to Meliora Ltd in writing to firstname.lastname@example.org or to Meliora Ltd’s on-line support system https://www.melioratestlab.com/support.
6. Liability for Other Losses
Meliora Ltd is, subject to limitations set forth in this Agreement, liable for losses caused by negligence of Meliora Ltd. Meliora Ltd’s liability for damages is limited to damages for direct losses, with a maximum amount corresponding to what has been paid by the Customer to Meliora Ltd during the three-month period preceding the violation of the Agreement. Meliora Ltd is not liable for any loss of information or damage claim from third party, or any indirect losses, unless gross negligence or intent is established.
Meliora Ltd does not without written consent from the Customer, have the right to review the information stored by the Customer via the Service and shall not forward, copy, sell or in any other way distribute such information. Should however such information be communicated to Meliora Ltd, it shall be treated as strictly confidential.
8. Intellectual Property Rights
Customer’s rights: All data, and intellectual property rights connected thereto, that the Customer transfers to the Service for processing and storing, will remain in the Customer’s ownership and may not be used by Meliora Ltd in any wider sense than expressly provided in this Agreement.
Meliora Ltd’s rights: All intellectual property rights related to the Service and to the technical solutions used for providing the Service, remain the property of Meliora Ltd or of the holder of a right provided to Meliora Ltd, and the Service is not to be used in any wider sense than expressly provided in this Agreement.
The Customer may not modify, add, resell, translate or erase any part of the Service except where express written consent has been given by Meliora Ltd.
9. Terms of Payment
After the trial period, the Customer will be invoiced a rental fee, with an agreed payment period. If invoiced, payment is due 14 days after invoice date.
10. Personal Data
Meliora Ltd processes personal data in accordance with the Finnish Personal Data Act (523/1999, http://www.finlex.fi/en/laki/kaannokset/1999/19990523). The Customer hereby gives its consent to the following.
Meliora Ltd will process the data for purposes related to administration, offering the Customer new products and services, perform other marketing activities as well as use the data for analysis related to market and customers, business and method development and statistical purposes. Personal data provided by the Customer or otherwise is registered in connection to this Agreement, may be treated by Meliora Ltd in Finland as well as in other jurisdictions (including outside the EU/EEA). Meliora Ltd may use the Customer’s company name as a customer reference.
11. Change of terms
Meliora Ltd reserves the right to change the terms of this Agreement, including the rates charged by Meliora Ltd. The Customer will be notified of such change either via e-mail or phone. The Customer is considered notified two weeks after such message has been sent via e-mail. If the Customer does not accept the change, the Customer has the right, within thirty (30) days of the notification, to end the Agreement, on behalf of the Customer or individual user, with immediate effect. Has Meliora Ltd not been notified of such termination, the Customer is deemed to have accepted the new terms.
12. Duration of Agreement etc.
The Agreement is in force until further notice. For Customers in paid tier, the notification period for termination of the Agreement is two months, beginning on the last day of the month during which the Customer sends in their termination notice. Termination of the Agreement shall be in written form and shall be sent to Meliora Ltd, Yliopistonkatu 6 LH 2, FI- 40100 Jyvaskyla, Finland, or alternatively via email to email@example.com.
Meliora Ltd has the right to erase all data the Customer has stored in the Service one (1) month after the Agreement is terminated.
Meliora Ltd has the right to, with immediate effect, deny a Customer access to the Service, should the usage of the Service comprise of any of the following:
Act which otherwise violates Finnish law or this Agreement;
Act which results in damage or which Meliora Ltd deems might result in damage for Meliora Ltd or
Act violating Meliora Ltd’s safety or administrative rules;
Omittance to pay due amount within stated time;
Denying the Customer access to the Service may involve either the termination of the Agreement with the Customer, or shutting down the account of the relevant individual user.
This contract shall be governed by the laws of Finland. Dispute arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Arbitration Institute of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki.
In case of any discrepancies between different language versions of this Agreement, the English version shall prevail.