This User Agreement (hereinafter referred to as “the Agreement”) covers the terms of use of Mantsinen Care Portal (hereinafter referred to as “the Portal”). The Portal consists of web-based service and mobile application both providing the Customer restricted access to digital services (hereinafter referred to as “the Services”) provided by Mantsinen Group Ltd Oy, Välikankaantie 3, FI-80400 Ylämylly, Finland and/or its affiliates (hereinafter referred to as “Mantsinen” or “the Provider”).
The Customer shall have access to the Services provided on the Portal defined in its User Profile. By using the Portal the Customer undertakes to be bound by this Agreement if not agreed otherwise.
Agreement
Shall mean this User Agreement.
App
Shall mean mobile application related to Mantsinen Care Portal.
Customer or User
Shall mean the user of the Portal.
Data
Shall mean all information that has been gathered by or obtained via the Portal or Services.
License
Shall mean the right to use the Portal or Services.
Party, Parties
Shall mean the Provider and the Customer as parties to this Agreement.
Personal Data
Shall mean any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his or her physical, physiological, mental, economic, cultural or social identity.
Portal
Shall mean Mantsinen Care Portal and any portals linked or embedded to it.
Process or Processing of Data
Shall mean any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, including but not limited to: collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Services
Shall mean any and all digital services provided by Mantsinen via the Portal, including but not limited to material bank, Mantsinen Telematics System, configurator and news service called “Mantsinen news”, manufactured and developed by the Provider or third party.
Service Account
Shall mean the Customer’s personal service account related to the Portal.
Site
Shall mean the Portal and any portals linked or embedded to it or any IP-address pointed by Mantsinen.
User Content
Shall mean any and all content, media or materials including but not limited to video files, images and announcements submitted to the Portal by the Customer.
User Profile
Shall mean the Customer’s personal user profile, such as ”member of Mantsinen’s personnel”, ”distributor” or ”end user”, related to the Portal. List of different profiles is not exclusive.
This Agreement governs access to, and all use of Mantsinen Care Portal.
The Provider gives the Customer a personal, worldwide, non-assignable, non-exclusive and revocable License to use the Portal subject to this Agreement.
The right to use the Portal shall cover Services and operations under the Portal defined in the Customer’s User Profile. The Provider shall at all times be entitled to add or remove new functionalities under the Portal.
This License is non-transferable. The Customer may not assign this License or its personal Service Account without the Provider’s prior written acceptance.
The License is granted to the Customer for the sole purpose of enabling the Customer to use and enjoy the benefits of the Portal provided by the Provider. The Customer’s use of the Portal shall be strictly limited to the Provider’s products and equipment and services. The Customer may not use the contents of its Service Account other than in conjunction with Mantsinen Group Ltd Oy’s products and services.
In connection with the use of the Portal, the Provider may at any time send the Customer service announcements, administrative messages, and/or other appropriate information. In order to give the Customer best benefit of the Portal, the Customer undertakes to follow its Service Account regularly in order to keep being informed of possible operational and/or service messages the Provider may have forwarded the Customer therein.
In order to protect the Customer’s Service Account, the Customer undertakes to keep its password confidential at all times. The Customer shall be fully responsible towards the Provider and/or any third party for all activity that may happen on or through its Account.
The Customer’s acceptance to this Agreement shall be binding upon the company, corporation and/or other business entity in which business operations the Portal and/or Services is used via the Customer’s Service Account. It will hold harmless and indemnify the Provider and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Portal or Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgements, litigation costs and attorneys’ fees.
The Customer may submit or upload content such as images, announcements and video files to the Portal. The Provider has an exclusive right to allow or disallow the publication of any such User Content on the Portal at its own discretion. The Customer shall solely be responsible and liable for all User Content submitted or uploaded by it. Because of the very nature of this Agreement, the Provider shall in no event have or be construed to have any responsibility or liability for or in connection with any User Content.
The Customer undertakes and agrees at all times to keep updated all information, including but not limited to postal address and/or other contact information as well as other relevant information relating to its use of the Portal. The Customer undertakes to keep its Service Account updated so as to give true and correct information on all contents submitted by the Customer to it.
When the Customer submits content to the Services, the Customer gives the Provider a parallel worldwide license to use, host, store, reproduce, display and distribute such content. The rights the Customer grants in this License are not limited to purpose of providing services in conjunction with the Provider’s and/or for the Provider’s own R&D operations.
The Provider may collect or obtain Personal Data of the Customer via the Portal. However, The Provider does not Process Personal Data concerning personnel of the Customer. For the avoidance of doubt it shall be noted that the Provider does not act as a data processor on behalf of the Customer.
The Provider may collect or obtain Personal Data when the Customer uses the Portal.
The categories of Personal Data that may be processed by, or on behalf of, the Provider include:
a. personal details: name; gender; postal address; date of birth; profession; business or employer; sector;
b. contact details: email address; postal address; telephone number; fax number; customer ID;
c. data relating to Sites or Apps: technical data including device type, operating system, browser type, browser settings, IP address, language settings, dates and times of connecting to the Portal, App usage statistics, App settings, dates and times of connecting to the App, location data, and other technical communications information necessary for the operation of the relevant Site or App); username; password; security login details; usage data; aggregate statistical information;
d. commercial details: financial details and payment information (including bank details or credit card details provided in connection with a purchase); purchase history (including products, dates, locations and dealers relating to any purchase); purchase interests; service requests; and
e. marketing data: advertising interests; cookie data; clickstream data; browsing history; responses to direct marketing; and opt-outs from direct marketing.
The Provider may Process Personal Data for the following purposes in particular, to the extent permitted by Data Protection Laws such as General Data Protection Regulation:
a. to display the content of a Site or an App, and any customizations the Customer may select;
b. to monitor, adapt, update, secure and improve its products and services to the Customer;
c. to verify the Customer’s identity and ensure the security of Personal Data;
d. to respond service requests and support needs made by the Customer;
e. to understand how individuals collectively use the features of a Site or an App;
f. to send the Customer communications regarding administration of its Accounts and the features of a Site or an App;
g. to perform data analyses and other Processing;
h. to give effect to the Customer’s legal rights and rights under this Agreement;
i. to protect against fraud, identity theft, and other unlawful activity;
j. to establish or exercise the Provider’s legal rights or defend legal claims;
k. to establish, exercise or defend legal claims; and
l. to comply with applicable laws and the Provider’s other applicable policies.
The Provider shall not sell, trade, or rent Personal Data of the Customer without the Customer’s consent. The Provider may, however, share or disclose Personal Data to third parties in the following circumstances:
a. The Provider may share Personal Data with recipients within the Provider’s organization and outside the Provider’s organization, including dealers, for the purposes of operating its business, Sites or Apps or otherwise for the purposes set out in this Agreement.
b. The Provider may use third party service providers to help it operate its business, Site or Apps. The Provider may share Personal Data with such third parties for the purposes set out in this Agreement.
c. The Provider may share aggregate demographic information with its business partners, trusted affiliates and advertisers for the purposes outlined in this Agreement. While the Provider makes all reasonable efforts to ensure that such information is anonymized, it is possible that Personal Data may be disclosed.
d. Subject to obtaining the Customer’s consent, the Provider may share Personal Data with its third party marketing partners, for direct marketing purposes.
e. If the Customer makes a payment via a Site or an App, or directly to the Provider or its dealer, Personal Data may need to be provided to third parties such as payment services providers for the purposes of facilitating those payments.
f. If the Provider sell, merge or transfer all or a portion of its business or assets (including in the event of a reorganization, dissolution, liquidation or other restructuring), it may disclose the Customer’s Personal Data to the prospective seller or buyer, or their representatives, provided that the Provider has first taken reasonable steps to ensure the security and confidentiality of the Customer’s Personal Data.
g. The Provider also may disclose the Customer’s Personal Data (i) to the extent necessary to establish, exercise or defend legal claims; (ii) if required by applicable laws or regulations; (iii) in response to requests from government agencies and law enforcement authorities; (iv) when disclosure is necessary or appropriate to prevent physical harm or material financial loss; or (v) for the purposes of investigating unlawful activity.
Subject to applicable laws and regulations, such as General Data Protection Regulation (GDPR), the Customer is entitled:
a. to request access to, or copies of, its Personal Data that the Provider Process;
b. to request correction of any inaccuracies in its Personal Data;
c. to object, on legitimate grounds, to the processing of its Personal Data;
d. to request, on legitimate grounds, (i) erasure of its Personal Data the Provider Processes; and (ii) restriction of Processing of its Personal Data the Provider Processes;
e. to have its Personal Data transferred to another controller, to the extent applicable;
f. where the Provider Processes the Customer’s Personal Data on the basis of the Customer’s consent, to withdraw that consent; and
g. to lodge complaints regarding the Processing of its Personal Data with a Data Protection Authority.
The Customer may exercise any of these rights by contacting the Provider in writing or in person.
The Provider is committed to Processing the Customer’s Personal Data securely. The Provider adopts appropriate data processing practices, and appropriate technical and organizational security measures, to protect against unauthorized access, alteration, disclosure or destruction of Personal Data.
The Provider shall take any appropriate technical and organizational measures to combat and prevent unauthorized and unlawful processing of Personal Data and to prevent unintentional loss, change, destruction of or damage to Personal Data.
The Provider shall, throughout the term of this Agreement, comply with all applicable data protection and privacy laws, rules and regulations of European Union, with respect to the collection, use, processing, storage, transfer, modification, deletion and/or disclosure of any Personal Data under this Agreement. The Provider agrees to undertake all reasonable technical and organizational means to secure such Personal Data from loss, misuse and unauthorized access, disclosure, alteration and destruction; the type and level of such security shall be appropriate to the sensitivity of the information.
The Provider will ensure that any identifiable Personal Data is not disclosed or transferred to any third party without the prior written permission of the Customer except as may be specifically authorized under this Agreement, or where such disclosure or transfer is required by law of European Union, regulation or supervisory authority.
The Provider represents that it has the right under applicable data protection and privacy laws, rules and regulations, through the use and/or application of notices, consents or otherwise, to utilize the Personal Data as contemplated under this Agreement.
The Provider will only retain the Customer’s Personal Data for as long as it requires those Personal Data in connection with the purposes set out in this Agreement. The Provider may also be required to retain the Customer’s Personal Data for additional periods of time, for example, where required to do so by applicable laws.
The Customer is not, in any circumstances, entitled to transfer, disclose or express any Data connected to this Agreement or gathered by the Portal to third parties.
The Customer shall neither during the currency of the Agreement nor after its termination disclose any Data to third parties received while using the Portal.
This limited License to access and use the Portal does not provide for any transfer of ownership to any intellectual property rights on the Portal or the content the Customer accesses, nor to any other intellectual property rights created, held, owned or licensed by the Provider. All of Provider’s information and know-how shall remain the Provider’s exclusive property. This license does not give the Customer any right to use the Provider’s trade names, trademarks and/or any other intellectual property rights without the prior written consent of the Provider. All of Provider’s material shall be returned to the Provider at no cost immediately upon termination of the License.
The Customer undertakes to keep confidential and not disclose, sell or distribute any of its confidential information that may have been recorded by it to its Service Account to any third party. All information filed in the Customer’s Service Account will be used only to provide good customer service to and/or for the Provider’s own customary R&D and/or service operations. Mantsinen or contractually authorized third Party behalf of Mantsinen is entitled to use all data filed in the Customer`s Service Account for marketing purposes or other purposes decided from time to time by Mantsinen.
The Portal and the Services it includes are provided “as is” without representations, warranties, or guarantees of any kind, either express or implied, including but not limited to, implied warranties of quality, fitness for particular purposes, or non-infringement of any third party rights. In addition, the Provider makes no representations, warranties, or guarantees of any kind that the Portal will be accessible continuously and without interruption, or error free.
Every effort has been made by the Provider to ensure that the information contained on the Portal is accurate and current as possible. However, inaccuracies, errors or omissions may be contained on the Portal for which the Provider disclaims any responsibility or liability.
The Provider shall not bear any liability for availability, accessibility, performance or operation of the Portal. In no event will the Provider or any of its affiliates, assignees, suppliers or distributors be liable for any loss or damage, including, without limitation, indirect and/or consequential damages, arising from this Agreement.
The Provider shall in no case be liable for any indirect or consequential damages such as, but not limited to, lost profits, revenues, or data, financial losses or any other indirect, special, consequential, exemplary, or punitive damages.
The Provider shall invoice the Customer on a basis agreed separately in writing.
The Customer shall compensate damages which are due to its breach of this Agreement.
In no event shall the Provider be liable to the Customer or any third party in any respect including without limitation for any direct, indirect, consequential, foreseeable or unforeseeable damages, or for any loss of revenue, profits, use, data, goodwill or business opportunities of any kind or nature whatsoever, arising in any manner from this Agreement and the performance or non-performance of any obligations hereunder.
This Agreement is a fixed-term contract. This Agreement becomes effective after the User starts to use the Portal and shall remain effective for the initial period of three (3) years, after which period this Agreement shall automatically be renewed unless expressly terminated by either Party in writing. After such automatic renewal this Agreement shall remain valid three (3) years at a time.
Notwithstanding the foregoing, the Provider may at any time during the validity the License given to the Customer at its sole discretion terminate the Customer’s license with immediate effect upon reasonable written notice to the Customer in case the Customer uses Data against the Agreement and/or use of the Portal or Services otherwise causes or threatens to cause damage or harm to the Provider, the Portal or third parties.
All amendments to this Agreement shall be considered effective upon the acceptance of both Parties.
In the event that one or more of the provisions contained in this Agreement shall, under applicable laws, for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other illegal or unenforceable provision had never been contained herein.
Any failure by us to enforce any provision hereunder shall not be a waiver by us of such provision, or any other provision, to be enforced by us thereafter.
This license is governed by and construed in accordance with the laws of Finland. Any dispute, controversy or claim arising out of or relating to this contract, 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, the seat of arbitration shall be Joensuu and the language of the arbitration shall be Finnish.