Terms and conditions

The Finnish-language version of these terms is the legally binding version. This English translation is provided for convenience; where the two differ, the Finnish text prevails.

Scope of these terms

These general terms and conditions for the Cloud Software Service ("General Terms") apply to the Cloud Software Service agreement ("Agreement") between Solmio-kassa Oy or a reseller authorised by Solmio-kassa Oy ("Supplier") and the subscriber of the Cloud Software Service ("Customer"), and to the products and services delivered under the Agreement.

The Agreement comes into force when the parties have signed it, or when the Supplier has otherwise accepted an Agreement signed by the Customer. These General Terms apply to every company in the same corporate group as the Customer to which the Supplier delivers the Cloud Software Service.

Subject matter and definitions

The Supplier provides the Customer, as agreed in the Agreement, with an Android till application and a back-office system. In these General Terms, "Cloud Software Service" means software owned by the Supplier. "Device" means hardware owned by the Supplier and its related software.

The Supplier provides, on the Customer's request, the service descriptions and user guides currently in force for the Cloud Software Service.

Providing the Cloud Software Service

The Supplier provides the Cloud Software Service under the Agreement using its own methods and in the manner it considers best, and may use subcontractors to do so. Each party is responsible for its subcontractor's performance as if it were its own.

The Supplier is entitled to make changes and updates affecting the technology and use of the Cloud Software Service. If such changes require changes to the Customer's devices or software, the Customer must arrange for these at its own cost. The Supplier will notify the Customer of changes affecting it within a reasonable time, and in any case at least 14 days in advance. Changes to the service's content requested by the Customer are subject to a fee set by the Supplier.

Conditions for joining and using the Cloud Software Service

Joining and using the Cloud Software Service requires, at all times, that:

(a) the Customer has a valid agreement with the Supplier; (b) the Customer has a valid usage licence; (c) the Customer follows the Supplier's written instructions for using the Cloud Software Service, as issued from time to time.

The Supplier may publish instructions on a website it notifies to the Customer. The Supplier will separately inform the Customer of material changes to these instructions.

If the Cloud Software Service offered to the Customer includes components to be integrated with the Customer's own systems, the Customer must confirm in advance that its systems are compatible with the Cloud Software Service. The Agreement does not obligate the Supplier to develop, deliver or maintain a version of the Cloud Software Service compatible with the Customer's systems, unless separately agreed in writing.

Provision of the Customer's information

The Customer must provide the Supplier with the pre-installation information needed to deliver each service or product, on the agreed schedule, and must promptly report any changes to that information or any other matters relevant to providing the Cloud Software Service. Information must be provided in the manner specified by the Supplier.

The Customer is responsible for the information it provides to the Supplier and for its accuracy, including the accuracy and upkeep of its own data affecting the usability and security of the Cloud Software Service. The Customer must promptly notify the Supplier of all relevant information and any changes to it, such as a change of address. The Customer is responsible for delays, security risks and other risks caused by inaccurate information, and for having the right to disclose the information above to the Supplier.

Delivery of the Cloud Software Service

The Supplier delivers the Cloud Software Service to the Customer on the agreed schedule, or, if no specific delivery date has been agreed, within a reasonable time of the Agreement coming into force or of the order.

The Customer must inspect the services, devices and components related to the Cloud Software Service immediately upon delivery. Delivery is deemed accepted unless the Customer submits a written complaint about any defects found within two (2) weeks of delivery. The Customer bears its own costs of inspection and of any complaint.

The Supplier is entitled to charge for the Cloud Software Service even for periods when it could not be delivered for a reason attributable to the Customer. If delivery is delayed past the agreed date for a reason attributable to the Customer, the Supplier may set a new delivery date.

Intellectual property and use of the service

Operating environment. The Customer is responsible for ensuring the software is used only in the permitted operating environments specified in the Agreement.

Devices or accessories included in the service. Devices and accessories delivered by the Supplier to the Customer remain the property of the Supplier and/or a third party, and all intellectual property rights in the software belong to the Supplier and/or third parties. For the term of the Agreement, the Customer has the right to hold and use the devices and accessories in its own business, provided the Customer complies with the Agreement's terms and pays the agreed fees. The Customer may not sell, lease or otherwise transfer the devices or control of them to a third party, or use them for any purpose other than that permitted by the Agreement.

Devices purchased by the Customer. Ownership of devices and accessories transfers to the Customer once the purchase price has been paid in full. The Customer does not acquire ownership of the Supplier's or any third party's software or other parts of the Cloud Software Service – for those, the Customer receives a right of use under the Agreement's terms. Devices purchased by the Customer carry a twelve (12) month materials and workmanship warranty from the date of delivery.

Software and documents. Ownership and intellectual property rights in the software, documents, test material and data produced by the Supplier, and any modified versions of these, belong to the Supplier or a third party. Without the Supplier's prior written consent, the Customer may not copy, translate or modify this material, documents or software, disclose them to a third party, or use the software to provide services to third parties, unless mandatory law provides otherwise.

The Supplier grants the Customer the right to use the software services and service material delivered under the Agreement in the Customer's business for the term of the Agreement. The Customer, and third parties acting on the Customer's behalf, retain the right to use material containing the Customer's own data and material created for the Customer (such as reports) even after the Agreement ends. When the right of use ends, the Customer must, at its own cost, either return or – at the Supplier's request – destroy any of the Supplier's material and media in its possession, along with any copies.

The Customer's own devices, software and network connections. The Customer is responsible for acquiring and maintaining any devices and software not included in the Cloud Software Service under the Agreement. The Customer arranges all network connections its locations need for the Cloud Software Service and bears the related costs.

Availability of the service and outages

The Supplier maintains the Cloud Software Service in working order under the Agreement and fixes service errors as soon as possible. The Supplier does not, however, guarantee uninterrupted availability of the Cloud Software Service, nor guarantee that an error or outage will be fixed within any specific time.

The Supplier may temporarily suspend the Cloud Software Service where necessary for software updates, repair and maintenance work, development, or for another justified reason. The Supplier aims to notify the Customer of an outage in advance, to keep any suspension short, and to minimise the resulting inconvenience to the Customer. Advance notice is given through the service's interface, the Supplier's website, email, or another agreed method.

The Supplier may suspend the Cloud Software Service temporarily without prior notice because of an acute security flaw or threat. The Supplier will inform the Customer of the situation as soon as possible.

The Supplier is not responsible for the functioning, availability or other obligations of third-party services or systems connected to the Cloud Software Service. Such services include, among others:

(a) network connections outside the Supplier's Cloud Software Service, including the network connections at the Customer's sales points; (b) the verification systems of settlement service providers and card issuers, and their connections; (c) the Customer's wired and wireless internet connections and wireless networks; (d) other services and/or accessory components provided by third parties.

Errors in the service and their correction

The Cloud Software Service is considered to have an error if, for a reason attributable to the Supplier, it materially deviates from the properties defined in the Agreement, and that deviation materially hinders use of the Cloud Software Service. The Supplier's liability for an error in the Cloud Software Service is limited to correcting the error as described above.

Correcting an error that is not attributable to the Supplier, or that is the Customer's responsibility, is not included in the Cloud Software Service, and the Supplier will charge separately for it. Such errors include, among others, those arising from (a) incorrect use of the service, or negligence or failure to follow instructions on using or maintaining the service or its required environment, or (b) devices, data connections, software or configurations outside the scope of the service, or a change or repair made by someone other than the Supplier.

The Supplier's liability for defects in a Device is limited to the replacement obligation set out under "Device replacement" below.

Damage to or loss of a Device

The Customer must handle Devices carefully so they are not damaged or lost. If a Device is damaged or lost, the Supplier must be notified without delay. The Customer must compensate the Supplier for costs and damage arising from damage to or loss of a Device. An interruption of the Cloud Software Service caused by this does not release the Customer from paying the service fees due under the Agreement.

The Customer must maintain, for the whole term of the Agreement, insurance covering the Devices included in the service and any related accessories.

Device replacement

If a Device breaks down, the Customer agrees to send the faulty Device to the Supplier without delay. The Supplier will provide the Customer with a working Device within at least three (3) business days (Mon-Fri, excluding public holidays).

If the Supplier finds that the Device's fault was caused by, for example, an accident, a third party, fire, faults or disruptions caused by air conditioning, electricity or lightning, water damage, or another similar cause, by changed operating conditions, or by improper use of the Device, the cost of replacing the Device will be charged to the Customer. If, instead, the fault falls under the materials and workmanship warranty on a Device purchased by the Customer, a new Device is provided free of charge. The Supplier may always replace a broken Device with a newer model.

If the Device model selected for the Cloud Software Service no longer meets the security requirements or standards in force in the till industry, taxation, or the payment card industry after a fixed contract term, the Supplier may require the Customer to replace the Devices in use with a substitute model. The Supplier will inform the Customer of the need to replace them as soon as it becomes aware of it, and the Customer must replace the Devices within six (6) months at the latest from being notified. The Customer bears the costs of the replacement.

The Supplier's liability for errors and defects in a Device is limited to the replacement obligation defined in this section.

Payments and costs

The Customer agrees to pay the set-up, service and other processing fees for the Cloud Software Service according to the Supplier's price list in force at any given time. The Customer bears the delivery, transport and other costs of any Device it receives under the Agreement.

The Supplier may change prices and billing terms by notifying the Customer in writing at least two (2) months before the change takes effect. The Customer may then terminate the Agreement to end when the price change takes effect, by giving the Supplier written notice at least 30 days before that date.

If legislation, regulatory requirements or taxation affecting the service change, the Supplier may adjust its prices immediately to match the resulting cost impact. The Supplier has the same right where price increases announced by third parties affect the prices agreed in the Agreement.

The service fee is billed one (1) month at a time in advance, with a payment term of fourteen (14) net days from the invoice date. Any per-device processing fee, replacement-device fee and postage costs are charged in connection with device and replacement-device deliveries.

The Supplier may deduct overdue amounts owed under the Cloud Software Service, together with interest and collection costs, from any security or advance payment provided by the Customer. The Supplier does not pay the Customer interest on an advance payment or security.

Security deposit

The Supplier may check the Customer's credit information when the Agreement is made and during its term. Based on the Customer's credit information, payment history or another comparable justified reason, the Supplier may require the Customer to provide an advance payment or security for the Cloud Software Service, for example in the form of a bank deposit or guarantee, in order to secure its receivables. The Customer agrees to keep the security in place.

The Supplier will release the security no later than ninety (90) days after the Agreement ends, provided the Customer has paid all amounts due to the Supplier and returned the Devices to the Supplier as required by the Agreement.

Security obligations

The Customer must comply with, and is responsible for ensuring its subcontractors comply with, the Payment Card Industry Data Security Standard (PCI DSS) set by the international card schemes, any later mandatory standards replacing it, and the reporting and audit obligations these standards require.

The Customer is responsible for ensuring that neither it nor its subcontractors store or retain card numbers or other data in a way that violates the PCI DSS standard. The Supplier confirms that the Cloud Software Service meets the certifications and security requirements required for card payments with respect to the till hardware and software.

Term and termination

The Agreement may be terminated by either party, for example with three (3) months' notice, unless otherwise agreed in the Agreement. Termination must be made in writing.

The Supplier may, without observing a notice period, immediately terminate the Agreement or block use of the Cloud Software Service if:

(a) the Customer has not paid an overdue invoice within thirty (30) days of its due date; (b) the Customer breaches the Agreement's terms or no longer meets the conditions for joining the Cloud Software Service; (c) the Customer has filed for bankruptcy or corporate restructuring, been placed into liquidation, or has otherwise been found generally unable to meet its contractual obligations; (d) the Supplier has justified reason to suspect the Customer is acting unlawfully, or is using the Cloud Software Service, Devices, payment cards or card data unlawfully or in a way that may cause harm to the Supplier, cardholders or third parties; or (e) the Customer causes disruptions to the Cloud Software Service or its other users, alters the Cloud Software Service's functionality, or uses it against the Supplier's instructions.

The Customer may terminate the Agreement if the Cloud Software Service materially deviates from what was agreed and the Supplier does not remedy the defect or provide a new delivery within a reasonable time of the Customer's written complaint, or if delivery is unreasonably delayed for a reason attributable to the Supplier. In that case, the Customer's right of termination applies to the defective or delayed part of the Cloud Software Service.

The Supplier may discontinue the Cloud Software Service, or a feature of it, for a justified reason, and may terminate the Agreement with respect to the discontinued service or feature by giving the Customer reasonable advance notice.

Suspending the service

Instead of, or in addition to, the right of termination above, the Supplier may block use of and logins to the Cloud Software Service from the Customer or from an individual Device of the Customer. The Supplier will notify the Customer of such measures without undue delay.

Effects of the Agreement ending

The Customer agrees, at its own cost, to return any Device included in the service to the Supplier within 30 days of the Agreement ending, and to destroy all programs related to the Device that it received under the Agreement, along with any backup copies, following the Supplier's separate instructions for disposal. If the Customer does not return the Device or destroy the programs, the Supplier may retrieve the Device and destroy the programs at the Customer's expense, or invoice the Customer for the price of the Device.

Service fees already paid are not refunded when the Agreement ends. If a fixed-term Agreement ends for a reason attributable to the Customer, the Supplier may invoice all remaining service fees for the rest of the contract term when the Agreement ends.

Limitation of liability

The Supplier is not liable to the Customer for indirect damage, costs or losses arising from the Cloud Software Service, nor for damage arising from an interruption or prolonged outage of the Cloud Software Service. The Supplier's liability for direct damage is limited to, at most, an amount equal to the service fees the Customer has paid for the Device under the Agreement over a three (3) month period.

The Supplier is not responsible for device distribution or delivery schedules, including those of device manufacturers. The Supplier is not liable to the Customer or a third party for costs or damage arising from causes attributable to the Customer or from errors or disruptions beyond the Supplier's control, and may charge in full for correcting errors of this kind.

Force majeure

Neither party to this Agreement is liable for delays or damage caused by an obstacle beyond that party's reasonable control, which it could not reasonably have been expected to take into account when the Agreement was made, and whose consequences it could not reasonably have avoided or overcome. Force majeure includes, among others, a denial-of-service attack, fire, war, insurrection, requisition, riot, seizure, strike, lockout, boycott or other industrial action (including where a party to the Agreement is itself the target of or a party to it), and a disruption to general telecommunications or payment traffic. The parties agree to notify each other in writing without delay of a force majeure event, and likewise when it ends.

Confidentiality

Each party agrees to treat as confidential any information, negotiations and documents provided by the other party that are understood to be confidential. The Supplier may, however, disclose confidential information concerning the Customer to third parties to the extent necessary to maintain the system or to provide and ensure the continuity of the Cloud Software Service, and may disclose confidential payment transaction data processed in the Cloud Software Service to a third party providing customer service, to the extent that providing that customer service requires.

The confidentiality obligation remains in force for the term of the Agreement and for five (5) years after it ends, unless a longer confidentiality period is set by law for certain information. The parties agree in particular to keep card data confidential and to ensure it does not become known to outsiders – this obligation survives the end of the Agreement and of other confidentiality obligations.

Assignment of the Agreement

The Customer may not assign the Agreement to a third party without the Supplier's prior written consent. An assignment of the Agreement approved by the Supplier is subject to an assignment fee under the Cloud Software Service's price list, charged to the Customer.

The Supplier may assign its rights and obligations under the Agreement, in whole or in part, to a company within the same corporate group, and, in connection with a corporate restructuring or business transfer, to a third party, by giving the Customer separate advance notice. The Supplier may also assign its receivables under the Agreement to a third party.

Governing law and dispute resolution

This Agreement is governed by the laws of Finland. Disputes arising from the Agreement will primarily be resolved through negotiation between the parties. If no agreement is reached through negotiation, disputes will be settled, in Finnish, in the District Court of Tampere.

Validity of these terms

These General Terms take effect on 1 January 2023 and remain in force until further notice. They apply to agreements entered into on or after 1 January 2023.

The Supplier may amend these General Terms. The Customer will be notified in writing of new General Terms at least two (2) months before they take effect. If a change is not required by law, a regulation, or an authority's order or decision, and the change is unfavourable to the Customer, the Customer may terminate the Agreement to end when the change takes effect, by giving written notice at least 30 days before that date.

Right to use as a reference

Unless otherwise agreed, the Supplier may use the Customer's name as a reference. This right allows the Supplier to give a general description of the service and other work delivered to the Customer, and to name the Customer as the Supplier's customer in its marketing.