1. Scope
1.1. LeadSpark Oy (“LeadSpark”) offers a software service called the Tracklution (“Service”) to its clients (“Client”).
1.2. The Service is offered only for the professional use of business customers. The Service is not intended for consumer clients, and the Service is not offered to consumers in accordance with the Finnish Consumer Protection Act (38/1978, as amended) or any other similar law or rules or guidelines concerning consumers' rights.
1.3. These Terms & Conditions (“Terms”) apply to all use of the Service. By using the Service, the Client accepts these Terms and undertakes to comply with them. Should there be any inconsistencies between these Terms and a possible separate agreement or order confirmation, the latter documents shall prevail.
2. The Service & ordering
2.1. The Service is a software that enables the Client to collect their online data for reporting, processing, and analysis (collectively referred to as the “Client Data”). The Service is provided electronically through user interfaces named as Tracklution and hosted by LeadSpark.
2.2. The Client can subscribe to the Service on LeadSpark's website at www.tracklution.com. The Client must enter the required information into the order form and read and accept these Terms (“Subscription”). After placing the order, Client will be redirected to the instructions for activation of the Service.
2.3. The Client will receive the login credentials for the Service after Subscription.
2.4. LeadSpark can offer the Client reasonable support for Service implementation and usage inquiries. This support may be provided via email, phone, or meetings if necessary.
2.5. Such support may include:
a) Guidance, assistance and reasonable custom technical development that may be needed with Service implementation and setup;
b) Training of Service features and functionality; and
c) Technical issue troubleshooting within LeadSpark 's control.
2.6. Support efforts shall be reasonable based on industry standards, the complexity of the service, and the specific needs of the Client. LeadSpark has the right to determine the scope and availability of the support it offers, including opening hours at its own discretion.
2.7. Any requests for support services falling outside of the standard scope of Service may be subject to additional fees and shall be separately agreed upon by both parties in a written format.
3. Use of Service
3.1. LeadSpark shall provide the Service to the Client in accordance with the provisions of these Terms in a careful and professional manner, and on a non-exclusive basis.
3.2. LeadSpark shall make commercially reasonable efforts to ensure the availability and functionality of the Service, subject to scheduled maintenance and unforeseen circumstances. For the avoidance of doubt, LeadSpark does not guarantee the Service being always available uninterrupted and error-free.
3.3. LeadSpark shall provide the Service in a secure and confidential manner by applying industry-standard organisational and technical measures. LeadSpark reserves the right to use subcontractors and is liable for the subcontractors work as its own.
3.4. LeadSpark has the right to temporarily suspend the Service or a part of it for maintenance, installation, modification, excessive system load, or similar reasons without liability for damages. LeadSpark endeavors, whenever reasonably possible, to inform the Client in advance of any significant disruptions to the service.
4. Client rights and responsibilities
4.1. The Client agrees to comply with these Terms and all applicable laws and regulations while using the Service. The Client shall be solely responsible for its Client Data, content, and use of the Service. The Client shall perform its obligations hereunder diligently and professionally. The Client is responsible for providing LeadSpark with all requested information necessary for the provision of the Service, and that such information is accurate and complete.
4.2. The Client is solely responsible for the use of all usernames and passwords of the Service, storing them securely and preventing unauthorized access to the Service. The Client is responsible for all activity occurring under its user accounts when using the Service, and Client assures not to use the Service in a manner which violates any applicable laws or is considered as unethical. If any suspected unauthorized access to the Service under the Client’s user accounts occurs, the Client must immediately notify LeadSpark, and LeadSpark is entitled to implement necessary measures to prevent further unauthorized access.
4.3. The Client may use the Service for normal business purposes. The Client agrees not to copy, adapt, reverse engineer, decompile, disassemble or modify the Service in whole or in part. The Client agrees not to access the Service for the purpose of building a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Service.
4.4. Upon Client’s violation or suspected violation of any of its obligations set forth in these Terms, LeadSpark shall be entitled to suspend the Client’s access to the Service without warning.
4.5. The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of LeadSpark.
4.6. The Client shall further indemnify and hold LeadSpark harmless from any claims, liabilities, damages, or losses arising out of or related to any breach of such contractual obligations with its clients, including but not limited to any claims of unauthorized representation or infringement of third-party rights.
4.7. By accessing or using the Service, the Client acknowledges that they have read, understood, and agree to be bound by these Terms.
5. Data from and to Third-Party Services and Sources
5.1. The Client may have the ability to import or integrate data from or to third-party services or sources into or via the Service. The Client acknowledges and agrees that they are solely responsible for the importation, integration, and use of such data.
5.2. LeadSpark shall not be liable for the functionality of the services or connections provided by third parties. LeadSpark shall not be liable for compensating any damages to the Client resulting from the inability to use the Service as intended due to a third-party outage or any reason beyond LeadSpark's control.
5.3. LeadSpark shall not be responsible for the accuracy, completeness, legality, or validity of the data imported from or to third-party services or sources by the Client. The Client understands and agrees that LeadSpark does not verify or endorse the content, quality, or legality of such data.
5.4. The Client represents and warrants that they have obtained all necessary rights, consents, and permissions to use the data imported from or exported to third-party services or sources in connection with the Service. The Client represents and warrants that the use of such data does not infringe upon any intellectual property rights, contractual obligations, or any other rights of any third party.
5.5. LeadSpark shall not be liable for any loss, damage, or legal implications arising from the importation, integration, or use of data from third-party services or sources by the Client. The Client agrees to indemnify, defend, and hold harmless LeadSpark from any claims, liabilities, damages, or expenses (including reasonable attorney fees) arising out of or related to the Client's importation, integration, or use of such data.
5.6. LeadSpark reserves the right, in its sole discretion, to restrict or prohibit the importation, integration, or use of data from specific third-party services or sources if it believes that such data violates any applicable laws, regulations, or the rights of third parties.
6. Fees and pricing
6.1. LeadSpark shall charge the fee of the Service either as a yearly or monthly subscription. The Fees applicable to the use of the Service are set out on the Tracklution website (www.tracklution.com) and on the user interface of LeadSpark at the time of the Subscription. The Client agrees to pay the fees as specified by LeadSpark for the use of the Service. All fees are exclusive of applicable taxes unless otherwise stated. LeadSpark may also provide access to selected features of the Service free of charge.
6.2. If the Client has subscribed to the Service with automatically renewable subscription, Tracklution reserves the right to increase the Fees by eight (8) % annually, which shall apply at each renewal date of the subscription.
6.3. When the Client makes the Subscription, the Client authorizes LeadSpark or its third-party payment processor to save the credit card information and charge the provided credit card all applicable fees, including all applicable taxes. LeadSpark reserves the right to charge the fees by other means than credit card, such as sending an invoice, if credit card is not available or the credit card payment is failing. If LeadSpark doesn’t receive the payment, LeadSpark has the right to suspend the Client’s access to the Service until payment is received in full.
6.4. All sales are final and LeadSpark will not issue refunds. If the Client wishes to cancel the Subscription, it is on the Client’s responsibility, and cancellation shall be effective when the current Subscription period ends. LeadSpark doesn’t provide refunds on renewed subscription periods that were not cancelled in time.
6.5. If the Client fails to meet their payment obligations, LeadSpark has the right to suspend the Client’s access to the Service until payment is received in full. If the payment delay persists for more than fourteen (14) days, LeadSpark has the right to terminate the Subscription immediately.
6.6. LeadSpark has a right to update the Price List at its own discretion. LeadSpark shall inform the Client about the changes three (3) months before the new pricing comes into effect.
6.7. Late payment interest shall be determined according to the Finnish law (Finnish Interest Act 633/1982, as amended).
7. Processing of Personal Data
7.1. LeadSpark may process personal data on behalf of the Client in connection with the provision of the Service. The processing of personal data shall be governed by the separate Data Processing Agreement ("DPA") between LeadSpark and the Client, which is attached hereto as Appendix 1 Data Processing Agreement.
7.2. LeadSpark shall take necessary technical and organizational measures to protect personal data in accordance with the requirements of the GDPR.
7.3. LeadSpark processes personal data while providing the Service and in its marketing as well as managing the customer relationship according to relevant data protection legislation in force from time to time. Individuals, whose data is processed by LeadSpark, have the right to obtain information about their personal data processed by LeadSpark and to have their personal data corrected or to be removed from the register and to prohibit marketing. The Client accepts and understands that their personal data may be transferred to countries outside the European Union or European Economic Area if, for example, LeadSpark’s service provider’s servers are located in such countries. LeadSpark acts as the data controller of personal data it has received for, or during the Service, or during its marketing operations. Personal data obtained by LeadSpark can be accompanied or supplemented with data available in public sources. You can find more information about LeadSpark’s processing of personal data from LeadSpark’s privacy policy. Should you have any questions about your personal data you may contact us hello@tracklution.com.
8. Intellectual Property Rights
8.1. LeadSpark retains all ownership rights, title, and interest in and to the Service, including all intellectual property rights. The Client shall have the limited, non-exclusive right to use the Service for its business purposes during an active subscription.
8.2. All ownership, title and intellectual property rights to the Client Data are retained exclusively to the Client.
8.3. The Client shall not reproduce, modify, distribute, or create derivative works based on the Service without the prior written consent of LeadSpark.
9. Confidentiality
9.1. A Party (“Receiving Party”) shall not disclose to third parties nor use, copy or reproduce for any purpose other than for the fulfilment of these Terms or the Subscription any information of confidential nature, such as technical information and data, commercial information and know-how, price structures, costs, administrative and operational information (“Confidential Information”) received by the other Party (“Disclosing Party”) in whatever form under or in connection with these Terms without the prior written permission of the Disclosing Party except for the information which:
a) Was in possession of the Receiving Party prior to the disclosure hereunder;
b) Was in the public domain at the time of disclosure or later become part of the public domain without breach of the confidentiality obligations herein contained;
c) Was disclosed by a third party without the breach of any obligation of confidentiality owed to the Disclosing Party; or
d) Was independently developed by the personnel of the Receiving Party having no access to the Confidential Information.
10. Termination of the Subscription
10.1. The Subscription shall be valid until further notice if the Client has selected automatically renewable subscription. The Subscription may be terminated via logging in to the Service and terminating the Subscription via the Service user interface, or with a written notice to LeadSpark. The termination will come to effect at the end of the ongoing billing period.
10.2. LeadSpark may terminate the Subscription with immediate effect if the Client has failed to pay the Service fees within fourteen (14) consecutive days of the due date.
10.3. Client may terminate the subscription with immediate effect in case LeadSpark is prevented from providing the Service under these Terms for a period of thirty (30) consecutive days.
11. Right of reference
11.1. LeadSpark has the right to use the name and logo of the Client as a customer reference at its sole discretion. The client is not entitled for any compensation due to references.
12. Damages and Limitation of Liability
12.1. LeadSpark is not liable for any damages or losses resulting from the unavailability of the Service or its content, or from congestion within the Service. LeadSpark is not liable for any indirect or consequential damages unless such liability is based on mandatory legislation. In any case LeadSpark’s total liability under this Agreement or related to the Service shall not exceed EUR 10,000.00.
12.2. LeadSpark is not required to monitor the use of the Service. The use of the Service is entirely at the Client’s own risk and responsibility.
12.3. The Client is responsible for creating backup files for its own data and data files and verifying their functionality. LeadSpark shall not be liable for any destruction, loss or changes in the data files and for the damage and expenses caused by the incident, such as file recovery.
12.4. Any claims or disputes arising out of or relating to these Terms or the Subscription must be submitted in writing within 30 days from the date the issue arises, failing which such claims or disputes shall be deemed waived.
13. Changes to these Terms
13.1. LeadSpark reserves the right to update and modify these Terms at its discretion.
13.2. The Service Provider shall notify the Client of updates or changes to the Terms within the Service or via email. Users must accept the new Terms in order to continue using the Service. The Client has the right to terminate the subscription to end on the day the new terms & conditions take effect.
14. Governing law & disputes
14.1. These Terms and the Subscription shall be governed by and construed in accordance with the laws of Finland without regard to its conflict of laws principles.
14.2. Any dispute, controversy or claim arising out of or relating to these Terms or the Subscription, or the breach, termination, or validity thereof, shall be finally settled in by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. However, at the request of a party, the Arbitration Institute of the Finland Chamber of Commerce may determine that the Arbitration Rules of the Finland Chamber of Commerce shall apply instead of the Rules for Expedited Arbitration, if the Arbitration Institute considers this to be approriate taking into account the amount in dispute, the complexity of the case, and other relevant circumstances.
a) The seat of arbitration shall be Helsinki, Finland.
b) The language of the arbitration shall be Finnish or English.
14.3. The aforesaid shall not limit the parties’ right to:
a) seek interim orders or injunctions or any other provisional remedies available under Finnish law;
b) collect uncontested claims from the other party; or
c) enforce an arbitral award in any competent court of law.
15. Client declaration
15.1. BY USING THE SERVICE, THE CLIENT ACCEPTS THESE TERMS AND DECLARES TO ACT IN ACCORDANCE WITH THESE TERMS, APPLICABLE LAW, AND GOOD PRACTICE
15.2. The CLIENT DECLARES TO HAVE READ THE TERMS AND ANY OTHER POSSIBLE CONTRACTUAL TERMS AND AGREES TO FULLY COMPLY WITH THE TERMS AND CONDITIONS IN FORCE AT THE TIME OF USING THE SERVICE.
16. Contact
LeadSpark Oy (Tracklution)
https://www.tracklution.com/
Address:
Ruoholahdenkatu 14
00180 Helsinki
Finland
E-mail: hello@tracklution.com
Reg.no.: 2775435-5
VAT reg.no.: FI2775435-5