These terms contain the exclusive terms and conditions between Sympa and you (“User” or “you”).
1 Acceptance of terms
2 Description of Sympa Marketplace
- Sympa Marketplace is made available to its Users by Sympa Oy (“Sympa” or “we”), a company registered in Finland (business ID 1938597-5) with post address at Askonkatu 9 F, 15100 Lahti, Finland.
- Sympa Marketplace is an online marketplace platform for cloud services and similar applications (“App orApps”) and related services (“Services”) that are designed to interoperate with Sympa’s HR service (“Sympa HR Service”).
- Users are Sympa’s customers, who hold a license or a subscription to Sympa HR Service or legal entities who are not Sympa’s customers but are willing to purchase Apps from the Marketplace.
- Sympa is not a party to the transactions between Third-party Vendors and Users concerning the sale of Apps and related Services (“Sale”).
- You must register and setup an authorized account to use Sympa Marketplace. You must keep the registration information accurate and complete.
4 Responsibilities of the User
- The following rules and restrictions shall apply to all use of Sympa Marketplace:
- You shall be responsible for the provision of accurate, authentic and valid information and data for the registration to Sympa Marketplace and for keeping the provided information up-to-date.
- You are not allowed to use Sympa Marketplace in violation of applicable laws or third-party intellectual property rights, business secrets, or privacy rights.
5 Responsibilities of Sympa
6 Orders and payment
- Your order will identify the Vendor, your authorized scope of use of the App and license or subscription term, as applicable.
- For granting a right to use the Apps, you must pay to Sympa the service fees concerning Apps, including all taxes, indicated at the time of your order. The User will receive an order confirmation from the Sale.
- Unless otherwise agreed in writing between the Parties, Sympa shall invoice 50 percent of one-off (installation etc. fees) fees payable according to the Third-Party Vendor Terms after subscription of the Apps and confirmation of the delivery date of the Apps by the Third-Party Vendor. Remaining 50 percent of the one-off fees payable shall be invoiced after Third-Party Vendor confirms that the delivery of the Apps has been executed as agreed in the Third-Party Vendor Terms. Sympa shall invoice recurring invoices (e.g. monthly service fees) from the User as agreed in the Third-Party Vendor Terms, and unless otherwise agreed by the Parties. Sympa’s own Apps shall invoiced in accordance with applicable terms and conditions of Sympa concerning the Apps.
- User will pay the service fees concerning Apps, including any and all applicable taxes to Sympa’s designated bank account thirty (30) days. The User of Apps and Services are responsible for paying all relevant sales, import, export, VAT and other taxes or duties whenever applicable.
- Vendors are responsible for all income taxes associated with the purchase and sale of any Apps through Sympa Marketplace and making all necessary tax statements and notifications to relevant authorities.
- Third-Party Vendor’s Apps are subject to change in accordance with Third-Party Vendor Terms and price list. Sympa has the right to change the pricing of the App in the same proportion as a Third-Party Vendor changes prices. Price adjustments shall take effect in accordance with the terms of the Third-Party Vendor, and if not otherwise indicated to the User, immediately upon Sympa’s knowledge of the price changes. Sympa shall have the right to change service fees charged from the User of its own Apps with 30 days’ notice.
7 Use of Apps
- By ordering, installing or enabling any Apps, you are entering into the Third-party Vendor Terms directly with the applicable Third-party Vendor. Sympa is not a party to, or responsible for compliance with, any Third-party Vendor Terms, and does not guarantee any Third-party Vendor Terms are adequate for your own needs.
- Any support and maintenance of Third-party Vendor’s Apps will be provided by the applicable Third-party Vendor to the extent described in the applicable Third-party Vendor Terms. Sympa is not responsible for any support and maintenance for Third-party Vendor’s Apps.
8 Reviews of Apps
- Sympa Marketplace allows users to post reviews, ratings or comments of Apps and related Services. Such reviews and comments can be posted under the name and profile of the user submitting the content.
- You may only post reviews, ratings or comments that are justified, honest and respectful. Submitting false information is strictly prohibited. Sympa reserves the right to modify or delete any reviews, ratings or comments posted through or within Sympa Marketplace.
- By submitting any content to Sympa Marketplace, you hereby grant Sympa a royalty-free, worldwide, perpetual, non-exclusive and transferable right and license to use, reproduce, modify, publicly display (in whole or in part) such content within Sympa Marketplace and for Sympa’s marketing actions and other commercial purposes without your prior approval or the payment of any compensation. Users take full and sole responsibility for all content that they post on Sympa Marketplace and the consequences of posting such content. Users are responsible for obtaining all necessary rights to upload, post and distribute all content.
9 User content
- User shall not upload, post or otherwise make available (or submit to Sympa for uploading, posting or to be made available) on Sympa Marketplace any material protected by copyright, trademark or other proprietary right if such action constitutes an infringement of said proprietary right. Users shall be solely liable for any damage resulting from any infringement of intellectual property rights or any other harm resulting from such a submission.
10 Changes to Sympa Marketplace
- Sympa has the right to make such changes to Sympa Marketplace at any time which provide new features or improvements. Sympa may inform of such changes in advance. Sympa has also the right to make such changes immediately without a prior notice, when they solely concern the technical environment without any impact to the content of Sympa Marketplace, are needed to prevent serious security risk or are otherwise required by law or orders of the authorities.
11 Intellectual property rights
- All intellectual property rights to Sympa Marketplace, including but not limited to software, technology, text, trademarks, logos and graphics and any modifications, derivations or adaptations thereof (collectively “Material”), shall be vested in and remain as the sole property of Sympa or its licensors or partners with all rights reserved.
- No license or other rights, including intellectual property rights or distribution rights to the Material regarding the Sympa Marketplace are transferred to the User.
- All unauthorized use of the Material is prohibited. You must retain all copyright and other proprietary notices, as the case may be, contained in the original Material on any copy you make of the Material.
- You may not sell or modify the Material or reproduce, display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose. The use of the Material on any other website or in a networked computer environment for any purpose is prohibited.
- You are not allowed to copy, modify, distribute, rent, sublicense, lease or otherwise make the Sympa Marketplace available to third parties without prior written consent of Sympa. You are not allowed to circumvent or try to circumvent, probe, scan, test the vulnerability, reverse engineer or decompile or access the source code of any functionalities of the Sympa Marketplace except as permitted by law.
12 Limitation of liability
- You expressly agree that the use of Sympa Marketplace is at your sole risk. Neither Sympa, its affiliates nor any of their respective employees, contractors, agents or licensors warrant that use of Sympa Marketplace will be uninterrupted or error free; nor do they make any warranty as to (i) errors, deficiencies in Third-Party Vendor Apps, (ii) the results that may be obtained from use of Sympa Marketplace, or (iii) the accuracy, reliability or content of any information or service provided through Sympa Marketplace.
- Sympa Marketplace is made accessible on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose.
13 Order of precedence
- Third-party Vendor Terms
14 Governing law and settlement of disputes
- 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 Helsinki, Finland. The language of the proceedings shall be [English].