Eduten Ltd Terms Of Service

Version: April 4, 2018

Applicability and parties

These terms of use for Eduten’s digital learning solution (hereinafter also the “service”) become applicable between Eduten Oy (“Eduten”) and the customer of the service. By concluding an agreement with Eduten and using the service the customer accepts these terms and is committed to follow them during the entire term. A customer may be a school, educational institution or other legal entity, with whom Eduten concludes an agreement regarding the use of the service. Customer is also responsible that the users in its organization use the service in accordance with these terms.

Formation of a contract

A binding agreement for the use of the services can be made by (1) signing in writing or electronically an agreement regarding the use of the service, (2) accepting an offer Eduten has provided to the customer, (3) Eduten’s acknowledgement of an order placed by a customer for the service, or (4) making a contract online for the use of the service (so called click-wrap contracts).

Offers, orders and order acknowledgements should be made in writing, at minimum by sending an email.

Changes to the service and these terms

Eduten develops the service continuously, so especially for that reason Eduten retains the right to make changes to these terms and the service. Eduten notifies customers of significant changes to the terms or service on its website, by informing users by email, by publishing the terms on its website or via the service or in some other manner, as Eduten considers suitable. Changes become effective on the notified date, unless otherwise provided. If the change concerns pricing or significant changes in the features of the service, Eduten aims to notify at least one month prior to the change. Unless a specific effective date has been given for the change, the change become effective when it has been made. By continuing to use the application after the change the customer accepts it. If the user does not accept the change, he/she should stop the use of the application.

Services provider

Eduten’s contact details for contacts, complaints, customer service and support:

Eduten Ltd
Business ID: 2867321-5
VAT ID: FI28673215
Vyyhtikuja 6
FI-20900 Turku
FINLAND
www.eduten.com
Email: info@eduten.com
Tel: +358 400 474 778
Customer service hours: Monday to Friday, 10 AM to 4 PM EET/EEST (excluding public holidays)

Service description

The agreement concerns acquiring user rights to Eduten Playground, a digital learning solution provided by Eduten to educational institutions and schools and to their teachers and students. The service is a web-based service used through a browser. The number of users as well as the features may depend on the type of agreement and services packages chosen by the customer. More detailed and up to date services descriptions are defined in an annex to an agreement, in the service or at Eduten’s website.

Prices and fees

Prices for the service are described are defined in an agreement between Eduten and the customer. The prices for the service are valid for a calendar year, whereafter Eduten may update its prices by a written notification. Eduten aims to keep any price increase on a reasonable level. If the customer does not accept the price increase, it may stop the use of the service and terminate the agreement by providing a written notification to Eduten. If the customer continues using the service after a price increase, it is deemed to have accepted the price increase for the subsequent contract term.

Unless otherwise notified, value added taxes are not included in the prices and fees, which shall be added and payable by the customer in accordance with applicable laws.

Unless otherwise notified, travel and accommodation costs are not included in the prices and fees for training, consulting or other service delivered in-person. Travel and accommodation costs shall be agreed with the customer in advance and invoiced together with the service they are related to. 

All payments for the services shall be made in euros in advance to an account specified specified by Eduten, unless the parties agree otherwise. The service is invoiced in 12 month arrears in advance. The payment term is fourteen (14) days from the date of invoice. The interest rate for delayed payments is 11,5 % per annum. 

Use of service and limited license

Eduten grants the customer and its users, subject to these terms, a limited, non-exclusive, personal and non-transferable license to use the service for its own internal educational purposes. The customer (including its users) agrees to use the service according to these terms and applicable laws. If Eduten has reason to believe that the customer or a user has not followed these terms or the applicable laws, Eduten may delete or limit the user rights or conduct other means it considers necessary.

A customer and a user cannot (a) use or try to use another user’s account without his/her and Eduten’s permission; (b) copy, modify or create derivative works of the service, it’s content or technology relating to it; (c) reverse engineer, decompile, disassemble or otherwise try to derive the source code of the service or its technology; (d) remove any intellectual property right notices from the service; (e) create a user account by using another person’s personal data or otherwise incorrect or fake data; (f) transfer his/her account to another user without Eduten’s prior written consent; (g) sell, resell or otherwise provide the license to use to a third party without Eduten’s prior written consent. 

Registration and user accounts

The use of the service requires that a customer organization (e.g. school, education institution, university) concludes an agreement with Eduten relating to the use of the service and the account is registered and user names created for the service. The number of the users and the features included in the service may depend on the agreement and subscription level.

During the registration Eduten must be provided with required details of the user and the organization customer. The customer is responsible for giving accurate and truthful information and update the information when necessary for creating and maintaining a user account in the service. Login and password details are always personal. 

The customer must make sure that its users maintain the login and password details in a secure manner. Login and password should never be provided to anyone else and a person should never use another person’s login and password. If the customer or a user believes or knows that the confidentiality of his/her login and password has been compromised, he/she should inform about it to Eduten without delay. Eduten has the right to delete or limit user access, if Eduten justifiably believes that the confidentiality of the user account has been compromised or the user does not follow these terms or otherwise acts in bad faith.

Personal data and privacy

With regards personal data where the customer is considered the data controller, the customer is liable for fulfilling all obligations a data controller has under applicable privacy laws and regulations (e.g. ensuring that there is a legal basis for processing personal data, acquiring necessary consents from data subjects, maintaining and making available required privacy policies and complying with other record-keeping obligations of the data controller). Customer is also responsible for making sure that it has a lawful basis to transfer or provide personal data to Eduten or enter it to Eduten’s service, if that is required under an agreement. Customer is liable to hold Eduten harmless for any third party claims, damages or administrative sanctions caused by customer’s non-compliance with data controller’s obligations, even if such demands or claims were directed to Eduten.

To the extent that customer is considered a data controller and Eduten a data processor in the meaning as given in EU General Data Protection Regulation, the Eduten Data Processing Terms shall also be applied and are considered an integral part of an agreement between the parties. To the extent there is any conflict between these terms and the Eduten Data Processing Terms, these terms shall take precedence.

Eduten collects and processes personal data in accordance with its own privacy policy, an up to date version can be found on Eduten’s website.

Content created or provided by the users

If a customer or any of its users enter or create content in the service while using it, the intellectual property rights relating to such content is owned by the customer or applicable user. However, Eduten has a unlimited, worldwide and transferable right to use the content for providing the service to the customer or for any other purpose. Eduten has also right to generate aggregate and anonymous data from data entered by a customer or otherwise relating to customer’s use of the service. Aggregate and anonymous data are data from where it is not possible to identify a person and that is not considered personal data. Eduten may use this aggregate and anonymous data for its business purposes and it is considered data owned by Eduten. A customer is not responsible for Eduten’s use of aggregate and anonymous data.

The customer and user is responsible that it has a right to enter the content into the service and that the content it has entered does not violate any laws or third party rights and is otherwise lawful. For a justified reason, Eduten has a right to delete, modify or restrict the content entered by the user into the service.

Intellectual property rights

The service and content relating to it are protected by copyright and other intellectual property right laws and are and shall remain the sole and exclusive property of Eduten or its licensors, as the case may be. An agreement between Eduten and a customer does not constitute a sale or transfer of ownership to Eduten’s or its licensors intellectual property rights. The  customer is only granted a limited license to use the intellectual property in its internal operations in accordance with these terms. 

Using the service

Use of the service requires a browser and an internet connection. The service can be used with compatible desktop and mobile browsers. Even if the service has been tested on different devices, browsers and operating environments, Eduten cannot provide any warranties that it will function error-free on all possible devices, browsers and operating environments.

The customer is responsible at its own cost to acquire and maintain necessary devices, software and internet connections required for the use of the service. Eduten does not guarantee that the application can be used specifically with the customer’s device, software and internet connection. Eduten is not responsible of the possible outages or disconnections of the application for instance due to updates, technical issues or problems or other similar reasons. Eduten is not responsible for any damages caused by or relating to use or inability to use the application.

Eduten aims to make sure that the service meets the industry standards relating to data security. However, Eduten is not responsible for any damages caused by deficiency in data security or malware. 

Limitation of liability

The customer uses the application at its own risk. Even if Eduten has used great care to develop and maintain the service, Eduten cannot provide any warranties that the service would operate error-free or that the data contained by it would be accurate, complete and up to date. The service is provided to the customer on “AS IS” and “AS AVAILABLE” basis. Furthermore, Eduten does not represent or warrant that the service is fit for customer’s specific purposes. The customer should evaluate prior to use of the service that it is fit for the customer’s intended purpose.

Eduten is not liable for any indirect, special, consequential or punitive damages or administrative fines caused by violation of these terms, including loss of revenue or profit, business interruptions and loss of data. Furthermore, Eduten is not responsible for any claims made by or damages suffered by third parties. Notwithstanding anything to the contrary in these terms and conditions, Eduten’s aggregate liability arising out of or relating to breach of contract, tort, warranty or otherwise shall in no event exceed the total sum paid by customer for the service within the six (6) month period prior to the cause of the claim. These limitations of Eduten’s liability are applied to the extent possible under mandatory provisions of applicable laws. 

Support and maintenance

Eduten may from time to time publish new versions or functions of the service, which may correct defects in the application or contain new features. Due to this, Eduten is entitled to temporarily restrict or limit the use of or access to the service. Eduten aims to schedule the maintenance updates in a manner that causes as little harm to the customer as reasonably possible. 

Eduten provides user support as responses to customer’s support requests submitted via phone or email to the designated contact person. Support requests may be submitted via email at any time, and via telephone during customer service hours. Eduten will use commercially reasonable efforts to provide the responses without any specific target times.

User support is provided in English or Finnish.

Term and effects of termination

The term of the agreement is defined in the agreement concluded between the parties. Unless otherwise agreed, the agreement shall remain in effect until terminated with a written notice by either party.

In addition to the above, for a justified reason Eduten is entitled to restrict the use or support or terminate the agreement between the parties by providing a written notification to the customer at least one (1) month in advance. Eduten may also terminate the agreement, if payments for the use of service are delayed for more than two (2) months. 

A party is also entitled to terminate an agreement in whole or in part in the event that the other party fails to comply with any material term of an agreement or these terms, provided that such failure is not cure, to the extent the failure is curable, within fourteen (14) days after the notice of the breach was provided.

When the agreement relating to the use of the service is terminated or expires, terminates or expires also the right to use the service. The terms and conditions of an agreement which by their nature and purpose are intended to survive termination, shall survive any termination or expiration of an agreement.

Applicable law and dispute resolution

These terms and an agreement between the parties shall be governed by and construed in accordance with the laws of Finland, without regard to its conflict of laws rules and principles. 

Any dispute arising between the parties will be settled by amicable settlement. Failing amicable settlement within thirty (30) days of the dispute being referred to the settlement, the dispute will be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce by one (1) sole arbitrator appointed in accordance with those Rules. The arbitration shall be held in Turku, Finland and the arbitration proceedings shall be conducted in English. The Parties agree to keep confidential all information, documents and material relating to the arbitral proceedings as well as the arbitration award. Eduten shall, however, have the right to bring up any claim related to a due receivable from the customer in the district court where the customer is domiciled. 

If the user is considered as a consumer domiciled in the EU, it cannot be deprived of the rights granted to him/her by the mandatory consumer protection laws of his/her country of domicile. A consumer may always institute proceedings in the district court of its domicile. 

Other terms

Eduten is entitled to employ subcontractors to fulfil its obligations under an agreement and it is liable to customer for all acts of its subcontractors as for its own acts.

Eduten shall not be deemed to be in breach of an agreement, or otherwise be liable to customer, for any failure to perform, or any delay in performance, caused by a reason beyond Eduten’s control (force majeure events). 

Unless otherwise agreed, a party does not have the right to transfer an agreement or rights and obligations related to it, entirely or partly, to a third party without the other party’s prior written acceptance. However, a party may assign an agreement or rights and obligations related to it without the other party’s acceptance in connection with any merger, sale of business or similar transaction.

These terms and the additional agreed upon terms in an agreement contain the entire agreement between the parties and supersede all prior communication, discussions and agreements relating to the subject matter.