Trustmary Terms of Service
Last Updated: June 1st, 2020
These Terms of Service (“Terms”) govern the subscription, access and use of the Trustmary online platform (“Service”) provided by Trustmary Group Oy (Business ID: 2725847-4) (together with all of its affiliates and subsidiaries, “Trustmary”) via its website located at www.trustmary.com (“Website”).
By taking the Service into use, the customer organization (“Customer”) will be bound by these Terms. By finalising a subscription within the Service, you hereby warrant to have the required authority to subscribe to the Service on behalf of the Customer.
Certain sections of these Terms are also directly applicable to each individual user (“User”) accessing the Service on behalf of Customer.
Each party (Customer, Trustmary, and Users) is hereinafter individually referred to as the “Party” and together as the “Parties.”
Please read these Terms with due care. By clicking the box referring to these Terms or by otherwise using or accessing the Service, a binding contract is formed between the Customer and Trustmary, or between the User and Trustmary, respectively. Customers are responsible for all acts and omissions of their Users. Trustmary may occasionally update these Terms. By continuing to access or use the Service after those changes become effective, each Customer and User agrees to be bound by the revised Terms.
Please note that Trustmary may also provide Customer with certain other services, which are ordered separately. These Terms are only applicable to the access and use of the Service and Website. Where the Parties have entered into a separate agreement in regard to the subject matter covered in these Terms, such agreement shall have priority and these Terms shall apply secondarily.
Right to use the Service
Subject to due payment of the Service Fees (except in the case of Free Subscriptions) as well as subject to the compliance with the Terms agreed herein, Trustmary grants Customer and Users a limited, non-exclusive, non-transferable, and non-sublicensable right to use the Service during the Subscription Period for the purposes set out herein. Customers and Users understand and agree that the Service is provided under license to Customers and Users, not being sold to Customers and Users, and Customers and Users do not gain any ownership interest of any kind in the Service under these Terms.
The Service may only be used by individuals aged 18 and older. By using the Service, each User represents and warrants that they are 18 years of age or older and otherwise meets all of the eligibility requirements contained herein. If a User does not meet all of these requirements, the User must not access or use the Service.
About the Service
The Service consists of an online platform for collecting, publishing and analyzing customer feedback and customer satisfaction statistics and surveys. The Service also contains an embedding tool, which enables Customer to embed the results obtained from their use of the Services (such as customer recommendations and scoring) on the Customer’s own website.
The functionalities of the Service are further specified here.
The Service is available for the following types of subscriptions:
- A free-of-charge subscription (“Free Subscription”) with an access to a limited number of Service features and a single User account; and
- A paid subscription, for which the applicable service fees are, unless separately otherwise agreed between Customer and Trustmary, the fees indicated in connection to be finalization of the subscription (“Service Fees”).
For subscriptions made with a credit card, the Service Fees shall be automatically charged for the entire chosen Subscription Period upon the completion of the subscription process by Customer.
The pricing and availability of the Service is subject to change. Errors will be corrected where discovered, and we reserve the right to revoke any stated offer and to correct any errors, inaccuracies or omissions including after an order has been submitted and whether or not the order has been confirmed and the applicable credit card or other payment mechanism charged.
Although certain features of the Service may be provided free-of-charge, some features of the Service will not be available in the free version. Trustmary reserves the right, in its sole discretion, to determine eligibility for a Free Subscription and, subject to applicable laws, to withdraw or limit such right at any time without prior notice and with no liability.
Unless separately agreed between the Parties or explicitly mentioned in the service descriptions, the Customer or Users are not entitled to receive, inter alia, customer support services, consultation services, data transfer, integration or implementation services. In case such services are included in Trustmary’s service offering, Trustmary shall have the right to collect the applicable fees and charges relating to these services and shall provide such services in accordance with the service descriptions.
Only individuals authorized by the Customer are allowed to access and use the Service. Customer is only entitled to allow access to Users exclusively from Customer’s own organization and shall not provide access to the Service to any third parties. Any unauthorized use is prohibited.
Customer and each User shall be responsible for any unauthorized use of the Service conducted with their usernames and/or passwords. All User accounts are strictly personal. Trustmary has the right to disable any username, password, or other identifier, whether chosen by you or provided by us, and/or suspend access to the Service and/or Website, at any time if, in our opinion, the Customer or any User has violated any provision of these Terms.
The Customer shall use all reasonable efforts to prevent unauthorised access to, or use of, the Service. In the event of or if the Customer or User has a reason to suspect any unauthorised access or use of the Service, or if any password has been revealed to a third party, Trustmary must be promptly notified.
The Customer shall remove and manage the access rights to the Service when necessary, such as in case of termination of employment of a User.
Restrictions of Use
The Service is only intended to be used for the internal operations of Customer and may not be used for other purposes. Trustmary may take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service or any action that may be damaging to the rights or interests of Trustmary or any third party.
Unless otherwise permitted in these Terms, Customer or any User may not:
(a) circumvent or attempt to circumvent any usage control or anti-copy features of the Service;
(b) probe, scan or test the vulnerability of the Service;
(c) use the Service and the content available through the Service in any manner that could damage, disable, overburden or impair the Service;
(d) use any data mining, robots, scraping, or similar data gathering or extraction methods;
(e) use, sell, rent, transfer, license or otherwise provide anybody with the Service and/or the content available through the Service, except as provided herein;
(f) interfere with Trustmary’s other customers’ use of the Service;
(g) reverse engineer or decompile the Service or access the source code thereof;
(h) use the Service for transmitting any unauthorized advertising, promotional materials, junk mail, spam or any other form of solicitation or mass messaging;
(i) use the Service in violation of applicable law;
(j) modify, reproduce, adapt, translate, creative derivative works of or otherwise exploit any portion of the Service, or use the Service in ways that violate intellectual property rights, business secrets or privacy of third parties;
(k) use the Service to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment.
The Customer and each User are responsible for ensuring that their hardware, connections, software and data systems to meet the operating environment of the Service and for ensuring that the Service fulfils the Customer’s intended purpose of use. The use of the Service requires a functioning connectivity to internet.
The Customer is responsible for all data and content the Customer or a User enters into the Service and the validity and accuracy thereof. In particular, the Customer shall ensure that any contact lists (including emails) used by the Customer in the Service are verified, up-to-date and include correct contact information of recipients who have given their authorization to be contacted in the manner and form determined by the Customer.
The Customer shall ensure that Users use the Service in compliance with these Terms. Misuse of the Service by the Customer or any User may lead to immediate termination of the subscription or suspension or denial of access to the Service.
Third Party Services
Certain functionalities of the Service may be provided by or integrated with services provided by third party service providers.
Trustmary shall not be liable for any direct or indirect damages arising from the use of third party services. In addition, Trustmary shall not be liable for interruptions to the availability of the services provided by third parties.
Intellectual Property Rights
The Service is provided to Customer as a SaaS service.
All title and any intellectual property rights to the Services as well as any content, materials and documentation, information and data created by Customer or Users as a result of their use of the Services, as well as any copies, modifications, translations, amendments and derivatives thereof (collectively, “Results”) belong to Trustmary or its licensors. Customer and Users hereby assign and agree to assign to Trustmary all rights, titles and interests, including intellectual property rights, they may have in such Results.
Intellectual property rights shall be understood in the broadest sense, including but limited to any copyright, patent, trademark, design right, database protection right, and any other form of statutory protection of any kind (whether registered or unregistered) and applications for any of the foregoing respectively as well as any know-how, inventions, and trade secrets in or related to the Service or Results and thereto related documentation (including modifications, if any) and all parts and copies thereof.
Except as expressly stated herein, these Terms does not grant the Customer or User any intellectual property rights in the Service or to the Results and all rights not expressly granted hereunder are reserved by Trustmary and its licensors, as the case may be.
Customer shall however have the right to use the Results for its own internal business purposes only, including the right to use, embed and publish the content on the Customer’s own website, its social media channels as well as sales and marketing materials.
Trustmary shall have the right to collect aggregated and anonymized analytics data from Customers and Users use of the Service as well as from any embedded content. Such analytics data shall be proprietary to Trustmary, and Customer and Users hereby assign to Trustmary all rights, titles and interests, including intellectual property rights, they may have in such analytics data. Trustmary may use such analytics data to e.g. develop its own products and services, generate statistics and compilations and use them for the service offerings as well as for its other commercial purposes.
During the course of providing the Customer with the Service, Trustmary may also process certain personal data on behalf of Customer as a data processor. Such personal data may include the contact details and names of individuals who have provided feedback for the Customer within the Service.
In regard to such data processing, Trustmary shall, in accordance with the EU General Data Protection Regulation 2016/679 (“GDPR”):
- Process personal data strictly for the purposes set out in these Terms and in accordance with the reasonable directions of Customer;
- Implement appropriate technical and organizational measures to protect the personal data;
- Assist Customer by reasonably appropriate technical and organizational measures insofar as this is possible (taking into account the nature of the processing) to enable Customer to fulfil any obligations to respond to requests for the exercise of data subject rights under GDPR;
- Assist Customer in ensuring compliance with their obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information available to Trustmary;
- Make available to Customer all information that is reasonably necessary to demonstrate Trustmary’s compliance with its legal obligations as a data processor under Article 28 of the GDPR;
- Allow Customer to, once per calendar year, to reasonably audit the data processing activities of Trustmary. Such audit shall be subject to a separate confidentiality undertaking and shall be carried out at Customers expense.
- Have a general authorization to subcontract its data processing operations to a sub-processor, but only by way of a written agreement with the sub-processor, which imposes obligations on the sub-processor no less onerous than as are imposed on Trustmary herein.
- Notify Customer of any additional sub-processor(s) in advance. If Customer reasonably object to such additional sub-processor(s), Customer may inform Trustmary in writing of the reasons for such objection, after which the Parties shall aim to resolve such situation via negotiation.
- Have the right to, subject to ensuring the appropriate safeguards as foreseen by GDPR, transfer personal data to or process personal data in countries beyond the European Economic Area;
- Notify Customer without undue delay of any actual or suspected data breach involving the personal data. Such notice shall include, at the time of notification or as soon as possible after notification, details of the nature of the breach, category and approximate number of affected data subjects, anticipated consequences of the breach and any actual or proposed remedies for mitigating the possible adverse effects of the breach; and
- Upon termination of Customer’s subscription, delete or anonymize the personal data as agreed with Customer as soon as reasonably practicable.
Interfaces and integration tools
For the avoidance of doubt, all interfaces and integration tools relating to the Service are provided on an “as is” basis. Trustmary may provide the Customer with such interfaces and integration tools as developed and implemented by Trustmary from time to time. The Customer acknowledges that some interfaces or integration tools may be provided by third parties and/or may have connections or links to third party service providers’ software or systems. Trustmary shall not, under any circumstances, be liable for the actions of such third parties or the parts of the interfaces or integration tools which are delivered, maintained or owned by third parties.
Trustmary will strive to have the Service available 24 hours a day, 7 days a week (“Service Hours”) during the term of the subscription.
Notwithstanding the above mentioned, Trustmary shall have the right to temporarily suspend the provision of the Service during the Service Hours in accordance with the following, without any obligation to compensate any damages or service level failures:
Trustmary shall have the right to suspend the availability of the Service for a reasonable duration, if this is necessary in order to perform installation, change or maintenance work in respect of the Service. If Trustmary suspends the Service for this reason, Trustmary strives to inform the Customer and Users of the suspension and the estimated duration of the suspension in advance and strives to minimize any inconvenience resulting from the suspension.
Trustmary shall have the right to deny access to the Service without any prior notice, if Trustmary suspects that the Customer or User burdens or uses the Service in a manner which may jeopardize the availability of the Service to other users. Trustmary shall without undue delay inform the Customer of the reasons for such denial.
Customer and Users further acknowledge that interruptions to the availability of the Service may also occur due to no fault of Trustmary, for example, in the event of data connection disruptions or interruptions to the availability of systems or components delivered by third parties.
Warranty and limitation of liability
Except as specifically provided under these Terms, the Service is provided “as is” and with the functionalities available at each time without warranty of any kind, either express or implied, including but not limited to the warranties of merchantability, title, non-infringement, and fitness for a particular purpose. Trustmary makes no warranty of any kind that the Service, or any results of the use thereof, will meet yours or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system or other service, or be secure, accurate, complete, free of harmful code, or error-free. Trustmary is not responsible for the circumvention of any privacy settings or security measures contained in the Service, its Website or associated applications.
TRUSTMARY SHALL NOT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS OR LOSS OF GOODWILL, COST OF REPLACEMENT GOODS OR SERVICES, OR USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY. TRUSTMARY’S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS, THE SERVICE AND THE WEBSITE, SHALL BE LIMITED TO THE AGGREGATE SERVICE FEES PAID BY THE CUSTOMER (IF ANY) FOR THE SERVICE FOR THE LAST 3 MONTHS PRECEDING THE OCCURRENCE FOR WHICH DAMAGES ARE CLAIMED.
Trustmary has no other obligations or liabilities than those that have expressly been agreed upon in these terms.
Indemnity obligations of Customer
Customer will indemnify, defend and hold harmless Trustmary and its affiliates and their respective agents, officers and employees for, from and against any and all claims, damages, costs and expenses (including reasonable legal costs) relating to Customers’ or Users’ breach of the following provisions of these Terms:
- Section Intellectual Property Rights
- Section Restrictions of Use.
Subscription Period, Renewal and Termination
Unless agreed otherwise between the Parties, the subscription shall be valid for, based on Customers choice in connection to finalizing the subscription, for either one year or one month at a time (“Subscription Period”).
Unless terminated by Customer at least 30 days prior to the termination of the initial subscription period, the subscription shall automatically renew for a period of the same length. The Customer shall continue to have access to the Service and Trustmary is entitled to charge the Service Fee until the end of the Subscription Period.
Termination notices can be submitted to Trustmary at [email protected]
Each Party may terminate these Terms with immediate effect by giving written notice thereof to the other Party, if the other Party fails to comply with these Terms and does not remedy the failure within reasonable time.
Such provisions of these Terms that are intended to survive the termination or expiry of these Terms shall however survive the termination.
Upon termination for any reason, Trustmary shall not be obliged to refund any payments effected in accordance with these Terms.
After termination for any reason, the Customer and Users shall lose their access right to the Service as soon as the notice period has ended.
Trustmary shall not be liable for any unavailability, errors, delay or damage caused by an impediment beyond the Trustmary’s control and which Trustmary could not have reasonably taken into account in advance, nor the consequences of which Trustmary could not reasonably have avoided or overcome. Such force majeure events shall include, if not proven otherwise, inter alia, war or insurrection, earthquake, flood or other similar natural catastrophe, interruptions in general traffic, data communication or supply of electricity, import or export embargo, strike, lockout, boycott or other similar industrial action.
Trustmary shall without delay inform the Customer in writing of a force majeure event and the ceasing of such event.
Neither Party shall disclose to third parties any material or information received from the other Party and marked as confidential or which should be understood to be confidential and shall not use such material or information for any other purposes than those stated in these Terms.
The confidentiality obligation shall, however, not be applied to material and information (a) which is generally available or otherwise public; or (b) which the Party has received from a third party without any obligation of confidentiality; or (c) which was in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; or (d) which a Party has independently developed without using material or information received from the other Party.
Governing Law and Dispute Resolution
These Terms shall be exclusively governed by and construed in accordance with the laws of Finland without regard to its choice of law provisions.
Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English. The arbitral proceedings and award shall be confidential.
Nothing in these Terms shall be deemed to limit the Parties’ rights to seek interim injunctive relief or to enforce an arbitration award in any court of law. With respect to any violation of any intellectual property rights and/or confidential information of Trustmary and/or payment obligations under these Terms, Trustmary shall have the right, at its sole discretion, to seek remedies in public courts within any applicable territory.
Changes to the Service, Service Fees or Terms
Trustmary may make modifications or changes to the Service at any time at its sole discretion and without notification, provided that such changes do not materially affect the Customer, Users or the usability of the Service.
If Trustmary introduces changes materially affecting the Service, Trustmary will notify the Customer thereof at least 30 days in advance in writing and the Customer is entitled to object to the revised terms, in which case Trustmary may elect to have the prior terms control, to negotiate an alternate solution with Customer, or if neither of the foregoing is applicable then Customer may terminate the subscription of the Service in case the Customer does not accept the changes. Customer’s continued use of the Service following notice, and/or Customer’s failure to object in writing to a proposed change within the thirty (30) day period, constitutes Customer’s acceptance of and agreement to the revised terms.
Trustmary may, at its discretion, make changes to the Service Fees. Trustmary will notify Customer of such changes at least 30 days in advance. Such changes shall not be applied during an ongoing Subscription Period.
Trustmary may occasionally update these Terms. When we do so, we will also revise the ”last update” date and, in case of a material update, notify our Customers by email at least 30 days in advance. By continuing to access or use the Service after those changes become effective, Customer and Users agrees to be bound by the revised Terms.
Severability and Assignability
If any part of these Terms is held to be invalid or unenforceable by any court, tribunal or other authority having jurisdiction, this shall not affect the validity or enforceability of the rest of these Terms. Instead, these Terms shall be construed and interpreted so that its effect shall remain as close as legally possible to the effect it would have had without such invalidity or unenforceability.
These Terms or any rights or obligations hereunder may not be assigned without the prior written consent of the other Party. Trustmary may, however, assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of its business assets without the prior consent of Customer.
Please contact us regarding these Terms of Service at:
Name: Trustmary Group Oy
Business ID: FI27258474
Correspondence address: Ahjokatu 12, 40320 Jyväskylä
Email: [email protected]
Terms of Service version history:
Trustmary Terms of Service, 01062020, valid from July 1st 2020 until further notice, updated June 1st 2020.
Trustmary Terms of Service, valid from sep 30th 2019 until June 30th 2020, updated September 20th 2019.