Flashnode – General Terms and Conditions

Updated March 22, 2023

 

These General Terms and Conditions apply to the use of Flashnode, a computer software integration service, as well as other services ordered by the Customer from Flashnode Oy.

By signing or otherwise accepting the Quote or Order, or by using Flashnode services, you accept these General Terms and Conditions and agree to comply with them.

 

1. Definitions
   
   
   

 

The following definitions have the meanings set forth below.

“Customer” means a company, individual, or entity that has subscribed to Flashnode services.

“Customer Data” means the Customer’s material and information that the Flashnode solution transfers or that another User or a person acting on behalf of the Customer adds to the Service.

“Flashnode” means Flashnode Oy (Business ID 2595486-3).

“Flashnode Services” means Flashnode’s integration solutions as well as other services provided by Flashnode to the Customer (such as configuration, implementation, installation, programming, support, or training services).

“Flashnode Solution” means Flashnode’s integration solution and other services provided to Flashnode’s customers.

“Flashnode Website”means Flashnode’s website, www.flashnode.com.

“Intellectual Property Rights” means copyrights, related rights (including, among other things, rights to databases, catalogs, and photographs), patents, utility models, design rights, trademarks, trade names, trade secrets, know-how, or any other registered or unregistered intellectual property rights.

“Users” means the Customer’s employees or the Customer’s subcontractors, who automatically agree to comply with the terms and conditions set forth in this document. 

“Party” means the Customer or Flashnode (collectively,the “Parties”).

“Service Fees” means the fees charged by Flashnode to the Customer from time to time for the use of Flashnode services, in accordance with the agreement between the Parties.

“Agreement” means these General Terms and Conditions as well as all Orders between the Parties.

“Offer” means a verbal, written, or electronic offer made for the Flashnode service.

“Order” means an Offer confirmed verbally, in writing, or electronically to subscribe to the Flashnode service.

“Subscription Period” means a prepaid period during which the Customer has the right to use the Flashnode solution in accordance with the Order.

“Defect” means a material deviation in the Flashnode service from the terms of the Agreement.

 

2. Use of Flashnode Services

2.1 Right of Use 

The Customer has the right, in accordance with the terms of this Agreement and provided that Service Fees are paid on time, to use the Flashnode solution during the term of the Agreement in the form in which Flashnode makes it available to the Customer from time to time. This right of use is not exclusive, transferable, or sublicensable.

The Customer may use the Flashnode service in accordance with this Agreement solely for internal purposes, and the Customer has no right to resell or offer the Flashnode service or any part thereof to third parties.

Flashnode has the right to block the Customer’s access to the Flashnode service without prior notice if Flashnode has reasonable grounds to suspect that the Customer has violated the terms of this Agreement.

 

2.2 Restrictions on Use

 

The Customer and Users may not (or allow others to):

• Copy, modify, distribute, make available to the public, rent, or sublicense the Flashnode Services, or otherwise grant third parties access to the Flashnode Services;
  
  
  
• circumvent or attempt to circumvent the copy protection measures of the Flashnode Services;
  
  
  
• reverse engineer the Flashnode Services, unless permitted by mandatory law;
  
  
  
• scan or test the Flashnode services for vulnerabilities;
  
  
  
• use Flashnode services to transmit unauthorized advertising, spam, pyramid schemes, or other mass communications;
  
  
  
• use Flashnode services for unlawful purposes;
  
  
  
• use Flashnode services to infringe the intellectual property rights or other rights of third parties; or
  
  
  
• use Flashnode services to distribute viruses or other malicious software.
  
  
  

 

2.3 General Obligations of the Customer

The Customer is responsible for acquiring and maintaining, at their own expense, their own equipment, connections, and software (and to ensure their security) required to use the Flashnode services in accordance with the system requirements and descriptions specified in the agreement for each Flashnode service.

The Customer agrees to defend Flashnode at its own expense if any lawsuit is filed against Flashnode or any claims are made against it as a result of the Customer has breached the terms of this Agreement, and to indemnify Flashnode for any damages and expenses arising from such a lawsuit or claims, including in situations where a third party alleges that the Customer Data infringes the third party’s Intellectual Property Rights.

The Customer is obligated to notify Flashnode if it is unable to attend meetings related to the agreed-upon implementation or support services. If no notice is given, or if notice is given less than 24 hours before the meeting, the Customer will be billed for the time scheduled for the meeting.

 

3. Ordering, Implementation, and Security

 

3.1 Ordering and Acceptance of the Agreement

The User who signs or otherwise accepts the Agreement on behalf of the Customer confirms that they have the right to represent the Customer specified in the Order.

The Customer must provide Flashnode with accurate and up-to-date information necessary for customer communication and billing for Flashnode services. The Customer must notify Flashnode immediately if this information changes.

 

3.2 Implementation

The integration service will be implemented jointly by the Customer and Flashnode based on the use case and terms specified in the Proposal or Order. If the scope of the delivery needs to be modified during the specification or implementation phase (or for support services), the work estimates presented in the Proposal or Order may change. If the workload exceeds the estimates, the Customer will be billed for the additional work.

The Customer must facilitate the Implementation by all possible means to ensure its efficient completion. If the Implementation is delayed beyond the planned schedule, this may result in additional costs.

 

3.3 Security and Unauthorized Use

The Customer must prevent unauthorized use of Flashnode services by third parties. The Customer must keep the login credentials required for certain Flashnode services (such as any user portals) confidential and store them securely.

The Customer must immediately notify Flashnode if login credentials have been used without authorization or if passwords have been disclosed to third parties, and must change the affected username and/or password.

The Customer is responsible for all actions taken on the Flashnode service using the Customer’s usernames.

 

4. Customer Data

 

4.1 Rights to Customer Data

Intellectual property rights to Customer Data belong to the Customer.

Flashnode and its subcontractors may use Customer Data during the Term of the Agreement to provide the Flashnode service to the Customer, to manage the customer relationship, and to analyze the use of the Flashnode service. This right is non-exclusive, royalty-free, and worldwide.

Flashnode has the right to compile anonymized usage data and statistical data from Customer Data. All rights to such anonymized data belong to Flashnode. For clarity, it is noted that neither the Customer nor the User can be identified from such anonymized usage data.

Flashnode services must not be used to back up Customer Data. Backing up Customer Data is the sole responsibility of the Customer.

 

4.2 Responsibility for Customer Data

The Customer is responsible for its Customer Data. The Customer is responsible for the legality of the Customer Data and for ensuring that the Customer Data does not infringe upon the rights of third parties. The Customer is responsible for ensuring that the Customer has the necessary rights to upload Customer Data to Flashnode services and the necessary rights to use the Customer Data in accordance with this Agreement.

 

5. Processing of Personal Data

 

5.1 Personal Data Collected by Flashnode

Flashnode collects information in its customer database regarding the Customer and Users, including details about the Customer’s order and use of Flashnode services, which Flashnode needs to provide the Flashnodeservice to the Customer and for other purposes in accordance with Flashnode’s Privacy Policy. Such information includes, among other things, email addresses and other contact information. Flashnode processes this information in accordance with its Privacy Policy.

5.2 Processing of Personal Data Contained in Customer Information

The Customer is responsible for ensuring that it processes and stores personal data in Flashnode services in accordance with laws, regulations, and directives.

If Customer Data contains personal data, the Customer is the data controller for such personal data, and if Flashnode processes this personal data, Flashnode does so on behalf of the Customer.

If Flashnode processes personal data on behalf of the Customer, it acts as a data processor:

• The primary purpose of processing personal data is the transfer of data between the Customer’s various software applications;
  
  
  
• Personal data may include, for example, name, address, phone number, and email address; however, depending on the Customer’s needs, other personal data may also be processed;
  
  
  
• The Customer is responsible for ensuring that it has the right to transfer personal data to Flashnode so that Flashnode may lawfully process the personal data on behalf of the Customer in accordance with this Agreement;
  
  
  
• Unless otherwise agreed, the Customer authorizes Flashnode to use subcontractors for data processing operations for the purposes specified in this Agreement;
  
  
  
• Unless otherwise agreed by the Customer and Flashnode, personal data may, if necessary, be transferred outside the EEA so that Flashnode can provide the Flashnode Service and fulfill its other obligations under this Agreement. All international transfers of personal data must be carried out in accordance with applicable law;
  
  
  
• The Customer is responsible for ensuring that, in accordance with applicable law, it has informed third parties of Flashnode’s processing of personal data under this Agreement and, where necessary, has obtained consent for the processing of personal data in accordance with this Agreement, if required by applicable law;
  
  
  
• Flashnode shall ensure that its employees and other persons authorized to process personal data are bound by a confidentiality obligation;
  
  
  
• Flashnode shall, for an additional fee, assist the Customer to the best of its ability with the necessary technical and administrative measures to respond to information requests regarding Customer Data and to ensure the legal ;
  
  
  
• Flashnode shall assist the Customer in complying with its legal data security obligations, taking into account the nature of the processing and the information available to Flashnode;
  
  
  
• Flashnode shall process personal data solely for the purposes set forth in this Agreement;
  
  
  
• Both parties shall take technical and administrative measures to ensure that personal data is not processed unlawfully and to ensure that the lawful security of personal data is not compromised;
  
  
  
• The Customer has the right to audit the data processing activities of the Data Processor subject to this Agreement. The Customer is responsible for all costs arising from the audit, both to third parties and to the Data Processor;
  
  
  
• All personal data held by Flashnode that is related to this Agreement and the provision of the Service must be anonymized or destroyed upon the termination of this Agreement, after a reasonable return period or immediately, if the Customer requests this in writing from Flashnode or if required by applicable law;
  
  
  
• The Parties agree to cooperate to comply with the EU General Data Protection Regulation (2016/679), to the extent that it applies to Flashnode’s processing of personal data during the term of this Agreement.
  
  
  
• The Processor agrees not to use the personal data or other data provided by the Controller (including inputs and outputs) for the general training, development, or improvement of artificial intelligence systems or machine learning models without the Data Controller’s express written consent.

 

6. Provision of Flashnode Services

 

6.1 Availability

Necessary maintenance may be performed on the Flashnode solution, during which time the Flashnode solution will be temporarily unavailable to the Customer.

Flashnode has the right to suspend the provision of Flashnode solutions in the following situations:

• the suspension is necessary to perform maintenance, install updates, or implement changes to the Flashnode solution; or 
  
  
  
• the suspension is necessary to address serious data protection risks or pursuant to an order from the authorities.
  
  
  

 

The Customer is not entitled to damages or compensation for service interruptions caused by the aforementioned necessary maintenance, unless otherwise specifically agreed.

If Flashnode suspends the provision of Flashnode services for the aforementioned necessary reasons, Flashnode will endeavor to notify the Customer in advance, or, if this is not possible, without undue delay.

 

Service interruptions may also result from disruptions in third-party services, or due to disruptions in connections or equipment (such as disruptions in third-party services integrated with or connected to the Flashnode services). Flashnode is not responsible for such disruptions to third-party services or for any service interruptions in the Flashnode service resulting from them.

 

6.2 Changes to Flashnode Services

Flashnode has the right to update the Flashnode services or to discontinue offering the Flashnode services without the Customer’s consent. Flashnode reserves the right to update the Flashnode solution to a new version. Any costs arising from such updates shall be agreed upon separately.

 

7. Maintenance and User Support

Flashnode provides user support to Users as described on the Flashnode website. Support can be reached at support@flashnode.com.

Questions and Reports Regarding the Use of Flashnode Services Errors must be reported to user support as described on the Flashnode website.

Flashnode monitors the functionality of the customer’s integrations, tracks error incidents, and provides updates on them as agreed. Maintenance also includes the necessary server environments and their technical maintenance. Maintenance tasks are primarily performed during scheduled maintenance windows. However, critical maintenance tasks may be performed whenever necessary.

 

8. Other Flashnode Services

The Parties may agree on the provision of Flashnode services other than the Flashnode solution as separately agreed upon by the Parties in a separate Agreement.

 

9. Service Fees and Payment

 

9.1 Service Fees

The service fees applicable to the use of Flashnode services are specified in the Agreement.

The Customer may upgrade their current Flashnode solution to a version with more features at any time during the Subscription Period. A downgrade of Flashnode services to a version with fewer features takes effect after the Subscription Period during which the upgrade was performed has ended. Flashnode will charge the Customer the Service Fees incurred for such upgrades in accordance with the Agreement.

Value-added tax and other applicable taxes, bank fees, and any billing surcharges will be added to Flashnode’s prices in accordance with the regulations in effect at the time. These taxes and fees will be added to the Service Fees charged to the Customer.

Service Fees that have been paid will not be refunded to the Customer. If the Customer terminates the Agreement during a Subscription Period, Service Fees paid for that Subscription Period will not be refunded.

 

9.2 Payment Terms

Service Fees for each Subscription Period must be paid in advance in accordance with the Agreement. Payment shall be made upon receipt of an invoice issued by Flashnode or by another agreed-upon payment method.

Complaints regarding invoices must be submitted to Flashnode within 7 days of receiving the invoice at billing@flashnode.com.

Interest on late payments shall be calculated in accordance with the Interest Act. The Customer is responsible for reasonable collection costs arising from late payment of an invoice. Flashnode will charge the Customer €20 per reminder for sending a payment reminder.

 

If the Customer’s payment is more than 30 days past the invoice due date, Flashnode has the right, without prior notice, to block the Customer’s access to the Flashnode solution.

 

9.3 Price Changes 

Flashnode has the right to change the prices of Flashnode services by notifying the Customer 30 days prior to the price change. If the Customer does not accept the new prices, the Customer has the right to terminate the agreement effective as of the date the new prices take effect.

 

10. Confidentiality

 

Each Party agrees to treat as confidential all materials and information received from the other Party that are marked as confidential or that should reasonably be understood to be confidential, and shall not use such confidential materials or information for any purpose other than those agreed upon.

 

However, the confidentiality obligation shall not apply to materials and information (a) that are generally available or otherwise in the public domain; or (b) that a Party has demonstrably received from a third party without any confidentiality obligation; or (c) which a Party has demonstrably developed independently without using material or information received from the other Party; or (d) which a Party is required to disclose or make public pursuant to a law, regulation, or other official order, or a court decision. If subparagraph (d) applies to confidential information, the Party must notify the other Party of this without delay.

 

The rights and obligations under this section shall remain in effect for 5 years after the termination of the Agreement.

 

11. Intellectual Property Rights

Intellectual property rights to the Flashnode services belong exclusively to Flashnode (or Flashnode’s subcontractors/licensors), including but not limited to sourceand other codes, user manuals, documentation, training materials, and all other materials related to the Flashnode services.

This Agreement does not transfer or license any of Flashnode’s Intellectual Property Rights to the Customer unless otherwise expressly agreed upon in this Agreement.

 

12. Intellectual Property Infringements

 

Flashnode will defend the Customer if a third party makes a claim against the Customer alleging that the Flashnode solution infringes the third party’s Intellectual Property Rights. The Customer is responsible for all costs related to intellectual property infringements.

 

Flashnode shall always have the right, at its own expense, to modify the Flashnode solution, replace the Flashnode solution, or purchase a license for the Customer to use the third party’s intellectual property right or solution in order to prevent the infringement from continuing. If this is not possible through reasonable measures, Flashnode has the right to terminate the Agreement.

 

13. Errors

 

The Flashnode solution shall not materially deviate from the Agreement; in the event of any error in assessment, the system and other requirements communicated to the Customer shall always be taken into account.

The Customer must report Errors in accordance with Flashnode’s instructions and within 14 days of discovering the Error or of the date on which the Customer reasonably should have discovered the Error.

If an Error is detected later and its correction incurs costs, the Customer is responsible for these costs regardless of whether they result from the Customer’s own actions, Flashnode’s actions, or the actions of a third party.

Flashnode makes no warranties regarding the Flashnode Services and does not warrant, among other things, the non-infringement, error-free nature, or fitness for a particular purpose of the Flashnode Services.

 

14. Limitation of Liability

Flashnode shall not be liable to the Customer for any indirect damages, such as lost profits or expenses.

Flashnode’s aggregate maximum liability for any damages arising from the use of the Flashnode service shall not exceed the average Service Fees for three months as specified in the Agreement.

However, this limitation does not apply to damages resulting from willful misconduct or gross negligence.

Furthermore, it is specifically noted that third-party interfaces, integration tools, or connections related to integrations may cause errors or lead to error situations. Flashnode’s integrations are built in accordance with the security and protection features provided by the third-party interface, and Flashnode is not liable for situations resulting from any deficiencies in these features. Under no circumstances is Flashnode liable for problems caused by third parties related to solutions, integrations, interfaces, or tools implemented, maintained, or owned by them.

The Customer must report any issues within 14 days of discovering the situation or from the time the Customer reasonably should have discovered the situation, in order for this Limitation of Liability clause to apply.

 

15. Term of the Agreement

This Agreement shall enter into force on the date of acceptance of the Offer, Order, or Agreement. The Agreement shall remain in effect for the duration of the Subscription Period and shall automatically renew upon its expiration for a new fixed-term Subscription Period of equal duration at the list prices in effect as of the start date of the new Subscription Period. Notice of termination must be given at least (1) month before the start of the new Subscription Period. The notice period is calculated from the last day of the calendar month during which the notice of termination was given. If the Agreement is terminated at least (1) month before the start of the new Subscription Period, the Agreement will end on the last day of the current Subscription Period. If the agreement is terminated less than (1) month before the end of the Subscription Period, the agreement remains in effect until the end of the next Subscription Period.

 

Flashnode may terminate the Agreement with one (1) month’s notice.

 

A Party shall have the right to terminate this Agreement with immediate effect if the other Party materially breaches this Agreement, and fails to remedy such breach within 30 days of receiving a written notice of remedy from the other Party.

The provisions of this Agreement that, by their nature, are intended to remain in effect even after the expiration of the Agreement or Subscription Period shall remain in effect after the expiration of the Agreement or Subscription Period.

 

16. Other Notes

 

16.1. Notices 

All notices related to the Agreement that the Customer sends to Flashnode must be in English or Finnish and sent to the following email address: support@flashnode.com or to billing@flashnode.com, in the event of termination of the Agreement.

All notices from Flashnode to the Customer regarding the Agreement must be in English or Finnish and sent by email to the email address provided by the Customer in the Order.

If a Party’s contact information changes, the new information must be provided to the other Party.

 

16.2. Subcontractors

Flashnode has the right to have subcontractors perform tasks and carry out work in accordance with this Agreement. Flashnode is responsible for the work of its subcontractors as if it were its own.

 

16.3. Use as a Reference

Flashnode has the right to use the Customer’s name and logo as part of Flashnode’s general customer reference list on its website and in its marketing materials.

 

16.4. Export Restrictions

The customer agrees to comply with the export restrictions applicable to Flashnode services and the relevant legislation.

 

16.5. Entire Agreement

This Agreement contains the entire agreement between the parties regarding this matter and supersedes all prior oral and written agreements and correspondence between the parties concerning Flashnode’s services. The parties may not rely on any terms other than those set forth in this Agreement.

The content of the Agreement and the Delivery may be clarified after the Agreement is accepted via email or otherwise in writing. The Customer is responsible for the costs of any orders or tasks that fall outside the scope of this Agreement or these terms.

 

16.6. Severability of Contract Provisions

If any provision of this Agreement is deemed unlawful or unenforceable, such provision shall not affect the validity of the other provisions of this Agreement.

 

16.7. Headings

The headings used in this Agreement are included solely for the sake of clarity and do not affect the interpretation of this Agreement.

 

16.8. Assignment of the Agreement

Flashnode has the right to assign this Agreement, in whole or in part, to a group company or to the transferee or purchaser of Flashnode’s business without the Customer’s consent.

The Customer does not have the right to assign this Agreement to a third party without Flashnode’s prior written consent.

 

16.9. Amendment of the Agreement

Flashnode has the right to amend this Agreement by notifying the Customer in writing of the amendment at least 30 days before the new terms take effect. If the Customer does not accept the amendments, the Customer has the right to terminate this Agreement by providing written notice before the amendments take effect.

 

16.10 Force Majeure

Force majeure refers to a failure by Flashnode to fulfill its obligations under the Agreement that is caused by an event beyond Flashnode’s control, which it could not have foreseen at the time the Agreement was entered into, and the consequences of which Flashnode could not reasonably have avoided or remedied. Unless otherwise demonstrated, such events may include, but are not limited to, a state of war, civil unrest, riots, or other civil disobedience, quarantine restrictions, labor disputes, failed or delayed shipments, accidents, floods, earthquakes, fires, storms, changes in the law, or court decisions.

If Flashnode’s performance is delayed by more than 3 months due to a force majeure event, either Party shall have the right to terminate the Agreement by written notice without any liability for damages to the other Party.

 

16.11. Governing Law and Disputes

This Agreement shall be governed by the laws of Finland, except for provisions relating to the choice of law.

Any disputes arising from this Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce. The arbitral tribunal shall consist of a single arbitrator. The place of arbitration shall be Jyväskylä.

If the Customer infringes Flashnode’s Intellectual Property Rights and/or breaches the confidentiality obligations and/or payment obligations under this Agreement, Flashnode shall have the right to bring the matter before a court of general jurisdiction.