Terms of Service for Business Accounts - Updated

These terms apply to businesses that provide their services via Hopoti (Business account holder). 
 
Updated 1 May 2019

1. Scope and Parties  

 
These general terms of service (hereinafter referred to as “Terms”) concern the horse riding booking system provided by Hopoti Software Oy and other related digital services (“Service” or “Services”). The clients of business account holders (hereinafter referred to as “End users”) may use the Service to book and purchase services related to horse riding and riding lessons. These general Terms of Service shall be applied in the relationship between the business account holder and Hopoti.  

In the context of these terms, Hopoti Software Oy and the business account holder are referred to as “Hopoti” and “Seller”, respectively. In the context of these Terms, the Seller and Hopoti may also be referred to as “Party” or “Parties”. 

The Seller may be a legal person, such as a limited liability company, a sole proprietor, a general partnership, a limited partnership, an institution, a commercial enterprise or another public entity. 
 
The person accepting these Terms verifies that they are entitled to enter a legally binding agreement (hereinafter referred to as “Agreement”) concerning the Service on behalf of the legal person they represent. The first person to sign up for the Service or submit an order is automatically designated as the main user (hereinafter referred to as “Main user”), to whom Hopoti shall submit any notifications concerning the Agreement. If the person is not authorised to sign a legally binding agreement or does not have apparent authority on behalf of the legal person they represent, the person verifies that they have been granted the required authorisation to sign this Agreement. The Agreement between the Seller and Hopoti becomes valid when the Seller begins using the Service.  

2. Service content  

 
The Service is a booking system service provided over an information network. More details about the Service is available at www.help.hopoti.com.  

Hopoti endeavours to develop the Service and ensure minimum disruption to the Service’s functionality. Hopoti reserves the right to edit or delete the content, structure, service hours of the Service or its parts and other matters related to the Service.  
Hopoti reserves the right to shut down the Service temporarily or permanently or restrict access to the Service.  

Devices, software and data connections (e.g. mobile network and Internet connections) required to use the Service are not included in the Service. The Seller and the End user must acquire the devices, software and data connections (e.g. mobile network and Internet connections) required to use the Service and the related data protection and updates in accordance with the current compatibility requirements provided by Hopoti at their own expense. The use of devices, software and data/material that may cause disruptions is strictly forbidden. Hopoti is not responsible for the applicability of the Service for the Seller’s intended purpose of use.  

The Service may contain advertisements by third parties and links to services and websites of third parties. Hopoti is not responsible for such advertisements or third-party websites and services.  

Hopoti shall create back-up copies of the data in the Service in accordance with its current back-up policy. The Seller is responsible for storing the data in the Service in the Seller’s systems, creating back-up copies and verifying their functionality. 
 
The Seller is responsible for the provision of its services to End users, and Hopoti is in no way responsible for this. The terms agreed by the Seller and the End user (hereinafter referred to as “Stable rules”) define the terms and conditions concerning the Seller’s services and products. These terms must not conflict with the Terms agreed herein.  
The Service is conditional on an agreement by the Seller and the online payment service provider selected by Hopoti regarding online payment services.  

3. Contact information  

 
The Seller must enter their accurate and complete contact details into the Service or report these to Hopoti in another manner, including their billing information and address. The Seller is also responsible for keeping the Seller’s contact details in the Service up to date.  

4. Right of use  

 
For the duration of the validity of the Agreement, the Seller shall have the non-exclusive and non-transferable right to use the Service for its own business purposes and providing its End users with the possibility to use the Service. End users must agree to Hopoti’s general Terms of Service for consumers when using the Service.  

The following terms set restrictions on the access right:  

a) The Seller is not allowed in any way to copy the Service and the material it contains (permanently or temporarily) in whole or in part for other purposes than using the Service in accordance with the instructions provided by Hopoti. However, it is not prohibited to copy electronic material, if this is necessary for the purpose of reviewing the electronic material.  

b) The seller is not allowed to reverse engineer, modify, copy, repair or change the Service, create derivative works of the Service or reverse engineer or attempt to access the software’s source code to a greater extent than required by law.  

c) The Seller is not allowed to rent, sublicense, reassign or sell the Service to a third party or grant a third party access or right of use to the Service, including any companies and entities belonging to the same group as the Seller.  

d) It is not allowed to remove, cover or edit any copyright markings, trademarks or other markings within the Service. It is also not allowed to remove, cover or edit any advertisements within the Service.  

e) The Seller is not allowed to endeavour to break into any parts of the Service.  

f) If the Seller adds an End user to the Service, the Seller must ensure that a digital direct marketing consent has been acquired, or the lack thereof must be recorded and taken into account in the usage of the Service. The Seller must have the End user’s consent to adding their information.  

g) At least 80% of the bookings made by End users in the Service must be paid via Hopoti. The period of time regarding this term is considered to be a full calendar month during which the Service has been used to make bookings. 
 

5. User account and password  

 
Usage of the service requires a personal user ID and password (“Login credentials”).  
All user IDs require a strong password that must be changed whenever required by the Service. Hopoti reserves the right to approve or reject the Login credentials. The ownership of the Login credentials is retained by Hopoti.  

Hopoti reserves the right to make amendments to the Login credentials at any time. These amendments may be required due to unforeseen data security issues. Hopoti shall never store your password in an unencrypted format.  

The Login credentials must be stored carefully and may not be transferred or disclosed to a third party. The Seller is responsible for the usage performed with their Login credentials. The Seller must inform Hopoti about the unauthorised use or attempted unauthorised use of their account without undue delay. 
 

6. Use of the Service and Hopoti’s responsibilities  

 
Hopoti provides the Service and the related right of use on an “as is” basis and does not guarantee that the Service remains available without disruptions and issues.  

Hopoti is not responsible for the information stored in the Service or the accuracy of the said information. The commands given and used in the Service are processed on the basis of the information provided, and Hopoti is not obligated to verify or complete the data provided in the Service.  

Hopoti is not responsible for ensuring that all the data and other material available in the Service are free of viruses or other similar malware. Hopoti is not liable for (a) erroneous use or external sources of disruption, (b) faults and issues caused by devices, data connections or software or (c) changes in information system or data connections. Hopoti is not liable for the disruptions to the provision of the Service caused by the Seller or the End user, such as a failure to follow Hopoti’s instructions on changing the equipment or software used to operate the Service or Hopoti’s instructions on the use of the Service.  
Hopoti shall endeavour to correct any apparent errors that prevent the use of the Service, that have been notified in writing, as quickly as possible on a specific time and date during normal working hours. Hopoti may correct an error in the Service by bypassing the error or providing instructions on how to bypass it. Hopoti’s liability for errors is limited to the measures agreed herein.  

Hopoti is not liable for any consequential damages caused by the use of the Service, such as lost profits, turnover or savings, missing or altered data or damages incurred by these, such as the expenses of re-creating or transferring the data or cover purchases.  

Hopoti’s liability for the events occurred in a full calendar month is at most fifteen percent (15%) of the payments made to Hopoti exclusive of VAT during the calendar month.  
Any requests made to Hopoti must be presented in writing and with a detailed justification within a month from the date of detecting the basis for the request or the date when the basis should have been detected.  

7. Seller’s liability for the Service’s data content and usage  

 

7.1 General  

 
Upon using the Service, the Seller is responsible for its own business activities, such as marketing, products, services, financial transactions, accounting and the information and material within the Service. The Seller is responsible for ensuring that the information and material stored in the Service by the Seller do not infringe the rights of third parties and are not unlawful or contrary to accepted principles of morality.  

The Seller is responsible for the details and material transmitted to third parties via the Service and for the accuracy and usage of the entered details. 
 
Hopoti reserves the right to delete data or restrict access to the Service insofar as Hopoti suspects that the Terms have been violated or when obliged by law or an order made by a competent authority.  

If a claim is made towards Hopoti that states that the data or material stored in the Service or the usage of the Service in violation of these Terms infringes the rights of a third party, the Seller is held accountable to Hopoti for the claim and the compensations and expenses incurred. 

7.2 Hopoti’s Right of use  

 
Hopoti reserves the right to use details generated by the use of the Service for the purposes of guaranteeing the functionality of the Service, correcting any faults, developing and modifying the Service and fulfilling and exercising the obligations and rights in accordance with the Terms.  

Hopoti reserves the right to disclose information regarding a rider’s skill level verified by the Seller to other Sellers in the Service who require this information, provided that the rider has given an appropriate consent.  

Hopoti also reserves the right to use anonymous data generated by the use of the Service for the purposes of business development and marketing. For example, Hopoti may use data in the Service to create anonymous statistics regarding the usage of the Services.  

8. Ownership and intellectual property rights  

 
The ownership and all intellectual property rights related to the Service, the software and systems used to provide the Service, the Service’s appearance, material produced by Hopoti in the Service and their copies, modifications, translations derivative works belong to Hopoti or its licensors or service providers. Intellectual property rights refer to patents, inventions, trademarks, domain names, right to expertise, copyrights, rights related to copyright and all other intellectual property rights as defined by any legal system anywhere in the world, regardless of whether they have been registered or not, including all modification rights and right to transfer concerning all the matters specified above.  
The Seller is the owner of the material uploaded into the Service, and the Seller is responsible for ensuring that they have the required rights to this material.  

Hopoti reserves the right to use, republish or disclose material uploaded or transmitted to the public areas of the Service (such as discussion forums) via the Service by the Seller in a modified or original form in whole or in part and/or attached to other material without reimbursement. 
 

9. Prices and payment terms  

 
The Seller is obligated to pay the prices of the Services and any additional services in accordance with Hopoti’s current price list or a separate agreement. In general, the charges are made automatically based on the fee statements received by the Seller. Any possible monthly fees are invoiced in advance and other payments in accordance with the agreement.  

Hopoti shall also charge for any additional services provided via the Service. The Seller is responsible for ensuring that the End users are aware that the additional services are subject to a fee and that these services are ordered only by authorised persons. Additional services include services such as SMS messages and additional features of the Service.  
If the services provided by Hopoti require travelling, and if not otherwise agreed in writing, Hopoti will charge the actual costs incurred by travelling, travel time, accommodation and travel allowance. 
 
The payment term is net fourteen (14) days. Any notices regarding the invoice must be sent within seven (7) days from the date of receiving the invoice. The late payment interest rate for is fourteen (14) percent a year. In addition, the Seller must reimburse the costs incurred by a possible recovery and other costs related to late payments, such as payment reminders, in accordance with Hopoti’s current price list.  

If a payment remains unmade even after a payment reminder has been issued, Hopoti has the right to suspend or terminate the Service.  

Value-added tax, other similar taxes, duties and other public charges are added to the prices.  

10. Price changes  

 
Hopoti reserves the right to make changes to prices of the Services and its price list by announcing the change thirty (30) days before a change is implemented. The Seller has the right to terminate the Agreement by a written notification on the date when an increase to a price is implemented. The termination notice must be made at least fourteen (14) days before the change is implemented.  

11. Online payment services  

 
The online payment service provider required by the Service is determined by the Seller’s country. The terms of agreement of online payment service providers are approved separately and they do not constitute part of the agreement between the Seller and Hopoti.  
The Seller must review the online payment service provider’s instructions, terms and other details carefully. The online payment service provider may be the recipient of the payment on the receipt in the case of card payments. The online payment service provider will transfer the payment to the Seller after having charged the sales fee defined in Hopoti’s price list.  

Hopoti reserves the right to change the online payment service provider at any time. 
 

12. Right of reference  

 
Hopoti reserves the right to use the Seller’s name or marketing name and logo as a reference in Hopoti’s marketing material.  

13. Amendments to the Terms  

 
Hopoti may make amendments to these Terms by announcing such amendments thirty (30) days before the amendment is implemented in the Service. By continuing to use the Service, the Seller agrees to the new Terms. If the Seller does not agree to the new Terms, the Seller may submit a written notification to terminate the Service on the date of implementing the amendment. The termination notice must be made at least fourteen (14) days before the change is implemented.  

14. Applicable law and jurisdiction  

 
These Terms are governed by Finnish laws, excluding the rules concerning the conflict of laws. All disputes arising from or related to the Agreement shall be resolved at the District Court of Helsinki.  

15. Force majeure  

 
Hopoti is not responsible for any delays, errors or damages caused by forces beyond Hopoti’s reasonable control that cannot reasonably be considered to have been possibly anticipated by Hopoti at the time of entering the agreement and the consequences of which Hopoti cannot have reasonably avoided or overcome. Such forces may include, for example, natural disasters, abnormal climatic events, fires, earthquakes, acts of terrorism, discontinuation of electricity supply, disruptions in the Internet or other public network traffic or data communications, cyber attacks, strikes, industrial action or orders made by competent authorities. Industrial action is also considered as force majeure when Hopoti is the target of or participating in such action. Any cases of force majeure affecting subcontractors are also considered as force majeure.  

16. Notifications  

 
Any notifications regarding the Service must be made in writing, for example, via email. Hopoti may validly submit notifications in the user interface of the Service.  
The Seller must report any changes regarding their contact details to Hopoti.
  

17. Transfer of rights  

 
The Seller is not allowed to transfer their right of use to a third party without an advance written authorisation by Hopoti.  

Hopoti reserves the right to transfer the Service and its provision and these Terms and the rights and obligations contained therein to any third party.
  

18. Personal data  

 
Both parties shall process the personal data in the Service in accordance with the General Data Protection Regulation and the applicable legislation.  

Hopoti is the controller of the End users’ personal data with regard to the Service. Hopoti shall disclose the End users’ personal data to the Seller insofar as necessary for the provision of the Service.  

Regarding the Seller’s services, the Seller is the controller of the personal data and, insofar as the Seller has outsourced its related services (e.g. Stable website) to Hopoti, Hopoti is the processor of personal data as defined in the EU General Data Protection Regulation (2016/679). 
 

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