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Terms of service

Noux Digital Oy

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1. Definitions

  • Customer
    A legal entity or private entrepreneur which has concluded a service agreement with the Service Provider regarding the use of Noux Digital Sales Room and related services. Such agreement may be concluded electronically through nouxdigital.com website or otherwise.
  • Visitor
    Any person visiting Noux Digital Sales Room, following an invite, and interacting with Customer’s representatives or other persons present in the sales room and with the contents of the sales room (e.g., multimedia files and sales materials).
  • Service
    The Noux – Digital Sales Room Service provided by the Service Provider to Customers worldwide as described in section 3 below, in nouxdigital.com website or other documentation provided by the Service Provider to the Customer
  • Service Agreement
    The agreement concluded between the Service Provider and the Customer. These Terms of Service together with the Privacy Policy and Data Processing Agreement referred to in section 10 below constitute an integral part of the Service Agreement
  • Service Provider
    Noux Digital Ltd, a Finnish limited liability company, Business ID 3264807-1

2. Purpose of the Terms of Service

The purpose of these Terms of Service is to:

  • a. Specify the terms and conditions under which Noux Digital Ltd. will provide the Service to the Customer.
  • b. Serve as the general terms of service for Visitors where applicable

3. Description of the Service

Noux – Digital Sales Room allows customer’s salesperson to create a seamless and personalized buying experience for the potential customer by bringing together sales materials, personalized videos, and communication in an engaging format. For example, the Digital Sales Room can contain offer and contract documentation and other additional information to support the buying decision. It can also include a conversation module, a seller’s calendar link, testimonials, and the ability to share the Sales Room with other buying group members.

The customer’s salesperson shares secure access to Visitors to login in Noux Digital Sales Room. Access can be shared by sending email invitation through Service or by using salesperson’s own email.
In the Digital Sales Room the Visitor can access the sales material, interact with the salesperson, and share the Digital Sales Room with other persons. The salesperson can update the content of the sales room during the sales process and communicate with the Visitors via the sales room. The seller also gets information about the Visitor’s activities in sales room and is thus able to serve the Visitor better.

Noux – Digital Sales Room solution is offered as a Software as a service -model to Customers.

4. Fees, Charges and Taxes

The Service is subject to a charge in accordance with the Service agreement concluded with the Customer and Service Provider.

All chargeable services shall be paid in advance unless otherwise agreed between the parties. Payment term is 14 days net from the date of the invoice. Late interest shall accrue for any due but unpaid amount in accordance with the Finnish Interest Act (633/1982 as amended).

All payments are non-refundable.

All prices are exclusive of all taxes, levies or duties imposed by the taxing authorities and the Customers shall be responsible for payment of all such taxes, levies or duties except for the Finnish VAT which will be automatically added to prices if applicable under VAT Act and relevant EU directive(s).

All prices are subject to change. Changes are notified by email to the Customer. Such changes become effective from the start of the next invoicing period following the sending of email. Any price increase will be notified to the customer at least 2 months before the new contract period comes into force. This gives the customer the opportunity to terminate the Service before the increase comes into force.

5. Changes to Service

The Service Provider has the right to make such changes to the Service at any time which provide new features or improvements to the Service. The Service Provider may inform customers of such changes in advance. The Service Provider has also the right to make such changes immediately without a prior notice which (a) concern solely the technical environment without any impact to the content of service, (b) are needed to prevent serious security risk or (c) are required by law or other orders by authorities.

6. Service Provider’s Responsibilities

The Service Provider aims to deliver the agreed Service in a timely and diligent manner. If the Customer recognizes errors or deficiencies in the Service, the Service Provider commits to fix those in a reasonable time without extra charge. The Service Provider does not warrant, and shall not be responsible for, that the Service is always available or that there will be no errors in the Service or that all errors can always be fixed.

The Service Provider may freely use sub-contractors in order to provide the Service. The use of sub-contractors in processing of personal data is determined in accordance with the DPA (as defined in section 10).

The Service is provided on “as is” basis, and the Service Provider makes no warranty of any kind express or implied with the Services. Except as expressly set forth herein, neither the Service Provider nor its licensors offer any warranty, express or implied, including without limitation, warranties of title, noninfringement, merchantability, fitness for a particular purpose or system integration capability.

The Service Provider has the right to stop the Service for a reasonable time, if the service break is needed to install, change or for maintenance of the Service. The aim is that those actions are planned and executed when there is minimum impact to customers.

The Service Provider has the right to stop the Service at any time, if there is maintenance work in public network connections, a serious risk to the security of the service or if the law or other orders by authorities require the stop of service. The Service Provider will inform customers about these service breaks in advance if possible.

The Service is provided to the Customer through the Internet which is largely beyond the control of the Service Provider. Therefore, the Service Provider is not responsible for any interruptions or faults in external networks or service platforms utilized to provide the Services through the Internet and it does not warrant or guarantee that third parties cannot or will not intercept or modify the Customer’s data being transferred through the Internet.

The Service Provider uses daily backup systems to protect the Customer’s data.

7. Customer’s Responsibilities

The Customer understands and agrees that any sign-on links or other authentication methods provided for the Customer to access the Service, are intended only for Customer’s own internal use of the Service.

Customer will ensure that any sign-on links or other authentication methods provided by the Service Provider are stored carefully and that they are not given to third parties. The Customer is responsible for all use of the Service done through such authentication methods. The Service Provider shall not be liable for any loss or damage from the failure to comply with this security obligation.

When using the Service the Customer is responsible for acquiring all applicable consents from the Noux Digital Sales Room Visitors (such as the consent to use cookies and to collect personal data) as necessary for the delivery of the Service by the Service provider hereunder.

The Customer is solely responsible to use the Service in accordance with the law and not use it for any illegal or unauthorized purpose. The Customer is particularly responsible that the documents, pictures videoclips or other copyright protected materials uploaded to the Noux Digital Sales Room are not in breach with any applicable copyright law and also that they are not in breach with good manners or can be considered offensive or discriminatory. When using the Service the Customer warrants that it is doing so in good faith and in accordance with all applicable consumer, data privacy and industry specific legislation.

The Service Provider has the right to suspend the Customer’s use of the Noux Digital Sales Room if it becomes aware that the Customer is in breach with its obligations under this Section. The Service Provider shall immediately notify the Customer about such breach and the pending suspension whereafter the Customer shall have one (1) week to rectify the situation. The time set for rectification can be shorter under aggravating circumstances. If the breach remains unrectified after this period, the Customer’s use may be temporarily or permanently suspended depending on the circumstances and the graveness of the breach. The Service Provider may also terminate the agreement as provided in Section 14.

8. Intellectual Property Rights

Noux Digital Sales Room service is provided as SaaS services. No license or other rights, including intellectual property rights or distribution rights to the software, technology, trademarks, inventions, data, or other IP rights regarding the Service are transferred to the Customer or the Visitors of Noux Digital Sales Room except a limited, revocable, non-exclusive, and non-transferable user right to use the Service in accordance with these Terms of Service. All intellectual property rights to the Service and any modifications, derivations or adaptations thereof shall be vested in and remain as the sole property of the Service Provider or its suppliers.

The Customer shall retain the intellectual property rights to the data owned by it and uploaded or entered to the Service. However, the Customer grants the Service Provider a limited, revocable, non-exclusive, and non-transferable user right to use such data to provide the Service in accordance with these Terms of Service. The Service Provider may also collect statistical and other non-identifiable information from such data for quality assurance and benchmark purposes, and further development of the Service.

9. Secrecy

Each party to the Agreement (individually a “Party” or jointly the “Parties”) may in connection with this agreement disclose or obtain confidential information from the other Party, in any form or media, including but not limited to trade secrets and other information related to the Service, products, software, technology, know-how, data, or other information that should reasonably be understood to be proprietary, confidential, or competitively sensitive (“Confidential Information”). The Parties shall hold all Confidential Information in confidence and take reasonable measures, to protect the other Party’s Confidential Information, and not disclose it to any third party, unless specifically authorized by the other Party to do so, or if required to do so under mandatory provisions of law. All right, title, and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.

Confidential Information does not include:

  • information the recipient can demonstrate was in the recipient’s possession or knowledge prior to entering into the Service Agreement, and which the recipient lawfully acquired;
  • is or becomes publicly available through no fault, action, omission, or intervention of the recipient;
  • is received by the recipient from a third party without a duty of confidentiality; or
  • is independently developed by the recipient without breach of the Service Agreement.

The obligations hereunder shall remain in full force and effect for three (3) years following the termination of the Agreement.

10. Personal Data and Privacy

Please refer to our Privacy Policy including the description regarding the use of cookies and to the Data Processing Agreement (“DPA”) Included as Part II to the Privacy Policy.

In order to manage the use of the Service, the Service Provider maintains a register of the test- and user credentials and contact information of the Customer personnel. Regarding this information, Service Provider shall be considered as the data controller as defined in the Applicable Legislation (as defined in the DPA). The Service Provider processes this personal data in accordance with its Privacy Policy.

11. Limitation of Liability

The Service Provider or its suppliers and distributors shall not be responsible for any indirect or consequential damages, including but not limited to loss of business, loss of goodwill, or loss of data, caused to the Customer or Noux Digital Sales Room visitors.

The total aggregate liability of the Service Provider or its suppliers or distributors towards the Customer under this agreement shall in all cases be limited to the fees paid by the Customer hereunder during the preceding 12 months’ period.

12. Reference Use

The Service Provider has the right to use the Customer as a reference in its own marketing and sales activities. The use of Customer as a reference will be done according to good industry practice.

13. Force Majeure

Neither the Service Provider nor the Customer shall be liable for any delay or failure in performance due to natural hazards, labor disputes, shortages of supplies, riots, war, fire, power and data network failures, epidemics, or other circumstances beyond their control (Force Majeure). The obligations and rights of the excused party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay.

14. Termination

Unless otherwise agreed by the parties, the agreement shall automatically continue to be in force indefinitely with a mutual one (1) month notice term prior to the beginning of a new invoicing period.

The Service Provider may terminate the agreement with immediate effect

  1. at any time if the Customer is in violation of any terms of these Terms of Service,
  2. if the Customer fails to pay any outstanding invoice within 30 days calculated from the due date, or
  3. when the whole Service is discontinued irrespective of the cause.

When an agreement is terminated, all Customer owned data in the Service will be deleted after one month following the termination. After that the data may not be recovered under any circumstances.

15. Transfer of Service

The Service Provider may at its own option transfer the Service (including, without limitation, the agreement between the Service Provider and the Customer) fully or partially to a third party. The Customer shall be informed about any such transfer by email. The Customer may not transfer the agreement between it and the Service Provider without the express prior permission of the Service Provider.

16. Applicable law and Dispute resolution

This agreement and any use of Noux website and service shall be governed by the laws of Finland, excluding its choice of law provisions.

Any dispute, controversy or claim arising out of or relating to this agreement, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce. The arbitration shall be conducted in Helsinki, Finland in English language, and the number of arbitrators one.

17. Amendment of TOS

The Service Provider may change or modify these Terms of Service (including the Privacy Policy and the DPA) in its sole discretion. It shall inform the Customer about any major changes by email in advance. Any minor changes of the Terms and Conditions become valid and binding immediately upon posting them at: nouxdigital.com/TOS

The continued use of the Service after any changes or modifications constitutes the Customer’s acceptance to such. The Customer should review the most current version of the Terms and Conditions at the above-mentioned web address regularly.

18. Notices

Notices shall be provided by the Service Provider and the Customer to each other by sending an email to addresses specified in the Service Agreement or to any other email address for such use notified by a Party to the other from time to time.

For further information regarding these Terms of Service or the Privacy Policy, please contact privacy@nouxdigital.com.