KW Employee Engagement Solutions Oy (Kiva Work)
Version: November 3.2022
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By concluding an agreement with Kiva Work and using the service the customer accepts these terms and agrees to comply with them during the term of the agreement. The customer is also responsible that the users in its organization use the service in accordance with these terms. These terms also apply to any free trials provided by Kiva Work.
A binding agreement for the use of the service can be made by (1) signing in writing or electronically an agreement regarding the use of the service, (2) accepting an offer Kiva Work has provided to the customer, or (3) when registering as a user of the service at Kiva Work’s website.
Services provider and contact details
KW Employee Engagement Solutions Oy
Business ID: 3253362-9
Description of the service
The service is an real time omnichannel employee satisfaction tool. Kiva Work’s website www.KivaWork.com contains more detailed description of the features of the service.
Changes to the service and these terms
Kiva Work retains the right to make changes to these terms and to the service. Kiva Work notifies customers of significant changes to the terms or to service by informing users by email, by publishing the terms on its website or via the service or in some other manner, as Kiva Work considers suitable. Changes become effective on the notified date. Unless a specific effective date has been given for the change, the change becomes effective when it has been made. By continuing to use the service after the change the customer accepts with. If the customer does not accept the changes, it must terminate the agreement by written notice prior to the changes becoming effective and stop the use of the service.
Using the service
Kiva Work grants the customer, subject to these terms, a right to use the service and its content. The customer agrees to use the service according to these terms and applicable laws. If Kiva Work has reason to believe that the customer or a user has not followed these terms or the applicable laws, Kiva Work may delete or limit the user rights or conduct other means it considers necessary.
The customer cannot (a) use or try to use another user’s account without his/her and Kiva Work’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 Kiva Work’s prior written consent; (g) sell, resell or otherwise provide the license to use the service to a third party without Kiva Work’s prior written consent.
Registration and user accounts
A customer receives a right to use the service throughout the term when concluding an agreement for the use of the service and registering a user account. The use of the service requires that a customer concludes an agreement with Kiva Work relating to the use of the service and the account is registered and user names created for the service. During the registration Kiva Work must be provided with required details of the user(s) and the customer organization. The customer is responsible for giving accurate and truthful information for creating and maintaining a user account in the service.
Login and password details are always personal. 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 Kiva Work without delay. Kiva Work has the right to delete or limit user access, if Kiva Work 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.
Data security, personal data and privacy
Kiva Work aims to ensure that the data security of the service is on an industry standard level.
If Kiva Work is considered a data processor to its customer (as defined in the EU General Data Protection Regulation), then Kiva Work Data Processing Annex is also applied and considered an integral part of an agreement between Kiva Work and the customer.
The customer is always responsible to ensure he/she is entitled to share personal data before sharing it to Kiva Work. Kiva Work is not liable for any damages caused by the customer by sending personal data he/she is not entitled to share or that is not related to the services.
Content entered or created by the customer
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, Kiva Work has a right to use the content for providing the service, for developing the service, for analytical and statistical purposes and for various artificial intelligence applications. However, for these latter purposes Kiva Work processes customer data only in such anonymous form that it cannot be considered as personal data. The customer is responsible that it (or any of its users) 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, Kiva Work has a right to delete, modify or restrict the content entered by the user into the service.
Intellectual property rights
The service (including any customer-specific modifications, updates and bug fixes) 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 Kiva Work or its licensors, as the case may be. Other intellectual property rights, such as trademarks, patents, designs or trade secrets, may as well relate to the service, which also belong to Kiva Work or its licensors. No intellectual property rights are transferred from Kiva Work to the customer, the customer is only granted a limited license to use the service in accordance with these terms.
Devices and data connection
Use of the service requires a browser and an internet connection as well as a suitable device, such as a computer. Even if the service has been tested on different devices, browsers and operating environments, Kiva Work cannot provide any warranties that the service 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. Kiva Work does not guarantee that the application can be used specifically with the customer’s device, software and internet connection. Kiva Work is not responsible for the possible outages or disconnections of the service for instance due to updates, technical issues or problems or other similar reasons. Kiva Work is not responsible for any damages caused by or relating to use or inability to use the service.
Warranties; Information in the service; Limitation of Kiva Work’s liability
Even if Kiva Work has used great care in developing the service, Kiva Work cannot provide any warranties that the service would operate error-free or uninterrupted. The service is provided to the customer on “AS IS” and “AS AVAILABLE” basis. Furthermore, Kiva Work does not represent or warrant that the service is fit for customer’s specific purposes. The customer uses the service at its own risk and it should evaluate prior to use of the service whether the service is fit for the customer’s intended purpose or not.
Kiva Work’s aggregate, cumulative maximum liability arising out of or relating to breaches of contract, tort, warranty or otherwise shall in no event exceed the total sum paid by customer for use of the service within the three (3) month period prior to making first claim for damages or monetary compensation. Any damages or monetary compensation must be claimed by the customer no later than three (3) months after the customer became aware of the cause for the claim, with the risk of otherwise losing its right to claim any damages or monetary compensation based on breaches of agreement. Kiva Work is not liable to the customer for any indirect, special, consequential or punitive damages or administrative fines (including loss of revenue or profit, business losses, business interruptions, loss of goodwill and loss of data) caused by violation of an agreement or these terms, or by use of or inability to use the service. Furthermore, Kiva Work is not responsible for any claims made by or damages suffered by third parties.
These limitations of Kiva Work’s liability are applied to the fullest extent permitted by mandatory provisions of applicable laws.
Due to normal development and maintenance work, Kiva Work is entitled to temporarily restrict or limit the use of or access to the service. Kiva Work aims to schedule the maintenance updates in a manner that causes as little harm to the customer as reasonably possible. Kiva Work is not responsible for any damages or harm caused by interruptions in the use of the service. Kiva Work notifies the customer of planned changes or interruptions in the service in a manner as it considers appropriate. All maintenance and support work are by default performed remotely from Kiva Work’s location on weekdays during normal business hours. Kiva Work makes backup copies and deletes data contained in the service in accordance with its normal IT and data retention policies.
Fees and payments
Prices for the service in force at the time of concluding the agreement are described in the agreement between Kiva Work and the customer. If the parties have not agreed on prices, Kiva Work’s price list valid at the time of concluding the agreement shall apply. The payable prices and fees for the service may depend on the amount of users and features or functions included in the service. At the moment user right to Kiva Work’s online recruiting service is free of charge, but Kiva Work has a right to change its pricing principles and/or to offer payable features or services within the service.
Kiva Work is entitled to update prices by providing at least one (1) month’s advance notice to the customer. If the customer does not accept the price increase, it may terminate the agreement in writing by using one (1) month’s notice period.
The payment methods and terms relating to the use of service are in accordance with Kiva Work’s normal practices in force from time to time.
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.
All payments for the services shall be made in the currency specified by Kiva Work, unless otherwise agreed or instructed by Kiva Work.
Term and termination
Unless otherwise agreed, an agreement regarding the use of the service is in force and valid until terminated by a party by providing at least one (1) month’s written notice to the other party. Kiva Work has also a right to consider the agreement terminated, if the customer has not logged in to the service and used it for 24 months.
For justified reasons, Kiva Work has also a right to permanently or temporarily suspend the provision of the service and its maintenance by giving notice to the customer.
Kiva Work may also terminate the agreement with immediate effect, if customer does not pay the applicable service fees, or if the customer becomes insolvent, goes bankrupt or Kiva Work otherwise considers that it is evident that the customer is not able to pay applicable service fees, or if the customer uses the service in violation with these provisions, the applicable laws (especially laws and regulations relating to privacy) or good business practice.
When the agreement relating to the use of the service is terminated or expires, terminates or expires also the right to use the service. Kiva Work then deletes customer data contained in its systems in accordance with its normal IT and data retention policies. Kiva Work may provide information about these policies at customer’s request. 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
The agreement, these terms and the use of the service are governed by 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 Helsinki, Finland and the arbitration proceedings shall be conducted in Finnish, if the parties are both Finnish legal entities, otherwise in English.
Kiva Work is entitled to employ subcontractors to fulfill its obligations under an agreement and it is liable to the customer for all acts of its subcontractors as for its own acts.
Kiva Work 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 Kiva Work’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.