Welcome to the Ottia Resource-as-a-Service platform (hereinafter “Ottia RaaS Platform”) provided by NerdCloud Oy. NerdCloud Oy (business ID FI-32648178) is a limited liability company formed under Finnish law, which has its principal office at PL 178, 00101 Helsinki, Finland. Hereinafter NerdCloud Oy may be referred to as “we”, “us” or “Company”.
Through the Ottia RaaS Platform, the Company carries out the business of providing scalable information technology services for its customers (hereinafter “Customer”), which includes the provision of the cloud-based Ottia RaaS Platform for information technology project management as well as on-demand technology and human resources for actual information technology projects managed on the Ottia RaaS Platform.
The Company has agreed to permit the Customer to use its services upon the Terms of Service hereinafter contained, which apply to the legal relationship between Customer and Company when the Customer uses the services provided by the Company.
The Customer accepts these Terms of Service hereinafter contained as legally binding by using the services of the Company. In addition, a separate Subscription Agreement relating to these Terms of Service may be signed, and which becomes legally binding and annexed to these Terms of Service when the Customer has approved it as specified in the Subscription Agreement. These Terms of Service, and all possible subsequent Subscription Agreements as well as all orders submitted through the Ottia RaaS Platform form together a contract, which creates legally binding terms between the Customer and the Company when the Customer uses the services of the Company (hereinafter “Agreement”).
1. ESSENTIAL DEFINITIONS
“Ottia RaaS Platform” means the Company’s cloud-based platform meant for project management through which the Customer may submit orders, and all thereto associated proprietary technology (including software, hardware, products, business concepts, and processes, logic algorithms, graphical user interfaces (GUI), techniques, designs and other tangible or intangible technical material or information) made available to the Customer by the Company in providing the Service.
"Party" or "Parties" means the Company or the Customer, or them both.
"Service" means the Ottia RaaS Platform (including a browser interface and data encryption, transmission, access and storage) and any other software related applications, tools and platforms that the Customer has subscribed to by the Agreement or that we otherwise make available to the Customer, and are developed, operated, and/or maintained by us, accessible via a designated URL, and any information technology products and services that we provide to the Customer through the Ottia RaaS Platform subject to either an order or separate Subscription Agreement . The Service may also include hosting services as well as other thereto-related services provided by the Company as agreed with the Customer.
“Subscription Agreement” means a separate agreement between the Parties in which the Parties agree on the more specific terms and conditions related to the provision of the Service to the Customer by the Company.
"Terms of Service" means the Terms of Service specified herein.
2.1. Subject to the terms and conditions of these Terms of Service, the Company grants to the Customer a worldwide, term based (time limited), royalty-free, non-exclusive, non-transferable, non-assignable and non-sub-licensable license (hereinafter “License”) to use the Service for the Customer’s internal business purposes. The Customer may include third party consultants working on behalf and for the benefit of the Customer. Except as expressly set forth herein or unless otherwise stated in the Subscription Agreement, there are no other qualitative or quantitative restrictions of any type with respect to the Customer’s use of the Service.
2.2. The License and the associated right to use the Service is granted to the Customer when the Company has received first payment of from the Customer as has been agreed in the Subscription Agreement, unless otherwise stated in the Subscription Agreement, and the License shall cease upon termination of these Terms of Service, regardless of the cause of termination.
2.3. The Customer shall have no rights to (commercially) exploit the Service or transfer their right to use the Service to third parties or to provide third parties access to the Service in any way, nor have any rights to sub-license, sell, lease or otherwise transfer the Service to third parties without prior written consent from the Company and without the third party agreeing in writing to the present Terms of Service.
2.4. The Customer shall not (itself or by any third party) disassemble, decompile, or reverse engineer the Service, or otherwise apply any procedure or process in order to ascertain, derive, and/or arrive at, for any reason or purpose, the source code or source listings for the Service or any algorithm, process, procedure, trade secret information, or other confidential information contained in the Service in whatever form or format, except as explicitly permitted by applicable law or in these Terms of Service
2.5. The Company declares that it is authorized to conclude these Terms of Service and to grant the rights for the License in the scope stipulated by these Terms of Service. The Company declares that the use of Service by the Customer or persons stated in these Terms of Service hereof in compliance with these Terms of Service, does not constitute the violation of the rights of third persons and that the intellectual property of the Service is fully owned by the Company or licensed to it in order for the Company to be entitled to grant the above license to the Customer. The Company undertakes to regulate its contractual relations with persons co-operating with the Company and its employees so that these comply with these Terms of Service.
3.1. The Company will provide the Customer with the right to use the Service.
3.2. The Service gives its users access to a subscription-based software development service.
3.3. The Service, unless otherwise separately agreed in writing between the Company and the Customer, is delivered to the Customer as Resource-as-a-Service, or RaaS.
3.4. The Service is provided according to this Agreement and as has been specified in the Subscription Agreement that is concluded between the Parties.
3.5. The Customer may use the Service in regard to on-going and future information technology projects. The Customer can use the Service to develop and manage new information technology projects as well as define the level of technology human resources needed for specific projects (subscription-based with a possibility for on-demand services). Through the Service, the Company and the Customer can interact and continuously monitor the development of agreed information technology projects.
3.6. The Customer may submit a new order through the Ottia RaaS Platform, or by signing a separate Subscription Agreement. All details of on-going orders can thereafter be accessed through the Ottia RaaS Platform through which the Parties can continuously monitor the development and progress of individual orders as well as accept all delivered orders.
3.7. The Customer approves the orders (tasks) using the agreed workflow. During the approval process, any potential deficiencies are primarily corrected, and after approval, any deficiencies discovered later will generally form the basis for a new order/task.
4.1. The Company charges a payment from the Customer for the Service in accordance with the applicable price list of the Company. The payment model is primarily based on subscription-based recurring services. The applicable price list is found here: https://www.ottia.com/en/pricing
4.2. Any previously agreed-upon hours carry over to the future based on the relevant Subscription Agreement between the Parties.
4.3. The Payments are charged according to what has been agreed in the Subscription Agreement between the Parties.
5.1. The Customer is responsible for all activity occurring under the Customer’s user accounts and shall abide by all applicable laws, regulations or generally accepted policies or guidelines in connection with the Customer’s use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. The Customer shall: (i) notify the Company immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to the Company immediately and use reasonable efforts to stop immediately, any copying or distribution of content made available on the Ottia RaaS Platform that is known or suspected by the Customer or any other party under this grant of rights; and (iii) not impersonate another Customer or provide false identity information to gain access to or use the Service.
5.2. In connection to the use of the Service, the Customer is solely responsible for the electronic devices, communication devices and other such devices and matters such as hardware condition, internet connection, antivirus, backup, and other similar issues.
5.3. The Customer agrees not to take up any actions that disturb or in any other way hinder the Service or its servers or networks.
5.4. The Service may contain links to third party websites. When the Customer visits third party websites, the Customer does so on its own responsibility and risk.
5.5. The Customer is responsible to pay all invoices assigned to the Customer on time.
The Customer has an obligation to deliver to the Company all information required for being granted the right of use to the Service.
5.6. The Company may suspend the Customer’s access to the Service partially or in full in the event that the Customer uses the Service in violation of applicable law, these Terms of Service or the Subscription Agreement. The Company has a similar right when the Customer has not paid its invoices in accordance with this Agreement. The Company will at its sole discretion determine the duration of the suspension. The suspension will be removed at the earliest when the Customer has ceased any violating activity and/or paid any and all outstanding invoices.
5.7. The Customer is solely responsible for the actions or inactions that the Customer’s staff member undertakes while using the Service. The Customer guarantees that when its staff members use the Service, the staff members shall comply with the Customer’s obligations under these Terms of Service
5.8. The Customer agrees to use the Service only for the purposes permitted by the Terms of Service and any applicable laws, regulations and generally accepted policies and guidelines in the relevant jurisdiction.
5.9. Any information provided by the Company or obtained by the Customer in accordance with these Terms of Service, may only be used by the Customer for the purpose described in these Terms of Service and may not be disclosed to any third party or used to create any service which is substantially similar to the service contained and/or used in connection with the Company’s Service.
5.10. The Customer is solely responsible for meeting all regulatory requirements imposed upon them, including but not limited to tax-related matters.
5.11. The Customer agrees to defend, indemnify and hold harmless the Company and the Company’s affiliates, and the Company’s respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) the Customer’s use of, or inability to use, the Service; (ii) the Customer’s violation of the Terms of Service; and (iii) the Customer’s violation of any third-party right.
6.1. By this License, the Company does not attain ownership in any data, information or material that the Customer submits to the Service in the course of using the Service (hereinafter “Client Data”). The Customer, not Company, shall have sole responsibility for the daily-data backups, accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property rights or right to use of all Client Data and the Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data to the extent Client Data is used in the Customers technical environment.
6.2. When accessing the Client Data the Company shall use reasonable efforts to protect its technical environment with a secure firewall system and if separately agreed in an order or a Subscription Agreement to conduct daily data backups of Client Data.
6.3. In the event the Agreement is terminated, the Company will make available to the Customer a file of the Client Data within 30 days of termination, if the Customer so request in writing at the time of termination. The Customer agrees and acknowledges that the Company has no obligation to retain the Client Data, and may delete such Client Data, on the 31st day after termination. The Company reserves the right to withhold, remove and/or discard Client Data, without notice, for any breach, including, without limitation, the Customer’s non-payment as agreed in the Agreement.
7.1. For the Company to be able to provide the Service to the Customer, the Company has to process the personal data the Customer discloses to the Service. The Company processes such personal data on behalf of the Customer, and the Customer is ultimately in charge of such personal data. Therefore, according to the General Data Protection Regulation of the EU (679/2016) (hereinafter “GDPR”), the Company is a processor and the Customer is a controller for such personal data.
7.2. This Section 7 contains the data processing agreement (hereinafter “DPA”) between the Parties in accordance with Art. 28 of the GDPR as follows (the definitions used in this Section 7 shall have the same meaning as in the GDPR):
7.2.1. Subject-matter and duration of the processing
Personal data is processed as a part of the provision of the Service. Personal data is processed for the duration the Agreement is valid between the processor and the controller.
7.2.2. Nature and purpose of processing
Personal data is processed by the processor so that the controller could use the processor’s Service and the Parties could conclude the Agreement with each other.
7.2.3. Type of personal data and categories of data subjects
Types of personal data include contact information and other information relevant to the provision of the Service. Categories of data subjects consist of the controller’s contact persons.
7.2.4. Obligations and rights of the controller
The controller is solely in charge of the legality of personal data it discloses into the Service, and the controller warrants that it has a right to process all personal data it discloses into the Service. If the controller unlawfully discloses personal data to the Service, the controller shall fully reimburse the processor for all the costs that arise to the processor for the said activity. The controller may, if necessary and possible in light of the provision of the Service, provide the processor with binding written instructions regarding this DPA.
7.2.5. Documented instructions of the controller
The processor: i) is not allowed to process the personal data for any other purposes than what the parties have specifically agreed on; ii) has an obligation to follow all applicable data protection laws; iii) ensures that only authorized persons gain access to personal data; and iv) ensures that all persons processing personal data are under an obligation of secrecy. The processor is granted a general permission to hand over, transfer or in any similar way process personal data outside the EU/EEA. Upon such processing, the processor has an obligation to follow all applicable data protection laws, the instructions of the controller and the Agreement (including this DPA). If any of the prerequisites of the approval seize to exist, the processor has an obligation to immediately: (a) perform an action that ensures the lawful processing of the personal data and that the processing is conducted according to the instructions given by the controller and the Agreement; or (b) seize the transfer of personal data outside the EU/EEA and return the personal data transferred outside the EU/EEA to Finland.
7.2.6. Confidentiality
The processor is under an appropriate statutory obligation of confidentiality when it processes personal data.
7.2.7. Data security
The processor shall ensure that appropriate technical and organizational data protection measures is taken to prevent accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to personal data. Each Party is responsible for ensuring that the documented relevant risk management and security processes are applied to the processing of personal data. Such measures may include (i) encryption or pseudonymization of personal data, (ii) adequate protection of systems and communications, (iii) organization of ongoing confidentiality, integrity, availability and fault tolerance of processing systems and services and (iv) the ability to recover data quickly and to access data in the event of a physical or technical failure. The processor shall notify the controller of any data breaches immediately. In addition, the processor shall, without delay and within 48 hours of the occurrence or threat of the violation, provide the controller with the information necessary to fulfil the statutory obligations of the controller, to investigate the matter, to prevent similar violations and to make statutory declarations, including a description of the data breach and the consequences of the breach, and a description of the actions taken by the processor. The processor shall complete this information at the request of the controller and in accordance with the instructions.
7.2.8. Subprocessors
The processor has a right to use other processors (e.g. cloud services providers) (hereinafter ”subprocessor”) to process personal data. Subprocessors shall be under the same obligations as the processor.
7.2.9. Obligation of the processor to assist the controller
The processor has an obligation to assist the controller: (i) by appropriate measures, insofar as this is possible, in regard to the fulfilment of the data subjects’ rights; and (ii) in ensuring compliance with the obligations pursuant to the Articles 32 to 36 of the GDPR. The processor shall have a right to a remuneration from the controller for all direct costs that arise from fulfillment of the processor’s obligation under this Section.
7.2.10. Deletion or return of personal data
After the Agreement is no longer in force between the processor and the controller, the processor and its subcontractors shall return, at their own expense and without delay, the personal data to the controller. If the return of personal data is not possible, the Parties must agree on the destruction of the material in a separate agreement.
7.2.11. Controller’s compliance
At the written request of the controller, the processor shall make available to the controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR, and the processor authorizes and participates in audits performed by the controller or another auditor authorized by the controller. The processor shall have a right to a remuneration from the controller for all direct costs that arise from fulfillment of the processor’s obligation under this Section.
8.1. The Company alone (and its licensors, where applicable) shall own all rights, titles and interests, including all related intellectual property rights to the Service. The Company name, logo(s), and the product names associated with the Service are trademarks of the Company or third parties, and no right or license is granted to use them. This Agreement is not a sale and does not convey to the Customer any rights or ownership in or related to the afore specified items, the Service or the intellectual property rights owned by the Company. The Customer acknowledges that, except as specifically provided under this Agreement, no other right, title, or interest in these items is granted.
8.2. All works that have been developed for the Customer in connection with the Agreement, or any improvements made to Client Data by the Company in connection with the Agreement, belong exclusively to the Customer and are works made for hire.
8.3.The Company will at its own cost and expense indemnify, defend and hold harmless the Customer from and against any third-party claims that the Service or the Results infringes the intellectual property rights of a third party provided that the Customer (i) promptly notifies Company in writing of such claim; (ii) grants the Company sole conduct of the defense of any such claim; and (iii) acts in accordance with the reasonable instructions of the Company and gives Company such assistance and authorizations as it shall reasonably require to defend or settle such claim. Company shall pay any costs and damages finally awarded against the Customer by a competent court or in an out-of-court settlement. Notwithstanding the foregoing, it is acknowledged and agreed that the Company shall not be liable to the Customer if the infringement claim: (i) results from an alteration of the Service or results (hereinafter “Results”) or from compliance with the Customer’s instructions or information or use of the Customer’s materials; (ii) results from the use of the Service or Results in combination with any material or service not included in the delivery; (iii) could have been avoided by the use of a subsequently released version of the Service or Results made available to the Customer at no extra cost or in accordance with a valid agreement. This Section 8.3 stipulates Company’s sole and exclusive liability and the Customer’s sole remedy for infringement of intellectual rights of a third party by the Service or the Results or the use thereof.
9.1. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO THE CUSTOMER OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, COVER, EXEMPLARY, INCIDENTAL, SPECIAL, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF GOODWILL, DAMAGES FOR LOSS, CORRUPTION OR BREACHES OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2. Notwithstanding anything to the contrary contained herein, unless otherwise provided for in any separate Subscription Agreement(s), the Company’s aggregate liability to the Customer for any cause whatsoever, and regardless of the form of the action, shall at all times be limited to 50% of the amount paid, if any, by the Customer to the Company for the Service within the three (3) months preceding the date of bringing a claim.
9.3. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this section may not apply to the Customer.
9.4. The Service, material related to the Service, and any content, services, or features made available in conjunction with or through the Service are provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, the Company and its affiliates and licensors disclaim all warranties, statutory, express, or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.
9.5. The Company and its affiliates and licensors do not warrant that the Service and any content, or features made available in conjunction with or through the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service and any content, data related to the Customer or its staff members, services, or features made available in conjunction with or through the Service or the server that makes them available are free of viruses or other harmful components.
9.6. The Company and its affiliates and licensors do not warrant or make any representations regarding the use or the results of the use of the Service, the Company platform, other Company services, any Company material or any linked sites, in terms of correctness, accuracy, reliability, or otherwise.
10. REPRESENTATIONS AND WARRANTIES
10.1. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement. The Company represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. The Customer represents and warrants that the Customer has not provided any false information to gain access to the Service and that the Customer’s billing information is correct.
10.2. The Company and its affiliates and licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or any content made available on the Service. The Company and its licensors do not represent or warrant that (a) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the Service will meet the Customer’s requirements or expectations, (c) any stored data will be accurate or reliable, (d) errors or defects will be corrected, or (e) the service or the server(s) that make the Service available are free of viruses or other harmful components.
11. TERMINATION
11.1. This Agreement is valid until further notice. Either Party can terminate the Agreement by providing the other Party with a written notice. Upon termination of this Agreement, any existing Subscription Agreement(s) between the Parties shall also be terminated, subject to the provisions outlined in the respective Subscription Agreement(s).
11.2. In the absence of any active Subscription Agreement(s) between the Parties, this Agreement shall cease with immediate effect upon receipt of the termination notice. However, if one or more valid Subscription Agreement(s) exist, this Agreement will only terminate upon the expiration of the last active Subscription Agreement.
11.3. By terminating the Agreement, the Customer is not exempt from the obligations it has towards the Company, including but not limited to, the obligation to pay the Company for the ongoing term until the end of the Notice Period.
11.4. The Customer shall not have access to the Ottia RaaS Platform after the termination, and any integration to the Customer’s system shall be removed. Additionally, any License will no longer be in force after the termination.
11.5. The Company can terminate this Agreement with immediate effect if the Customer: i) does not comply with its payment obligations agreed in this Agreement or any other agreements between the Parties, ii) the Company has reasonable grounds to suspect that the Customer has engaged in fraud or otherwise behaved dishonestly when committing to the Agreement or any other agreements between the Parties; or (iii) the Customer otherwise fails to comply with the obligations arising from the Agreement or any other agreements between the Parties or applicable legislation. The Company reserves the right to withhold previously paid payments if the Agreement is terminated due to the circumstances defined in this section. The immediate termination of the Agreement in accordance with this section shall also automatically terminate any and all active Subscription Agreement(s).
12. GOVERNING LAW AND DISPUTES
12.1. The Agreement and the relationship between the Customer and the Company shall be governed by and construed and interpreted in accordance with the laws of Finland without regard to its principles and rules on conflict of laws.
12.2. Any dispute, arising out of or relating to the Agreement, 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 (1). The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English. However, evidence may be submitted, and witnesses may be heard in Finnish/English, to the extent the arbitral tribunal deems it appropriate.
13. MISCELLANEOUS
13.1. The Company shall not be responsible for delays or damages caused by events beyond the Company’s control and which the Company cannot be reasonably expected to take into account at the time of signing the Terms of Service, and the consequences of which the Company could not have reasonably foreseen, avoided or overcome (force majeure). Force majeure events include, unless otherwise demonstrated, events such as war or rebellion, epidemics and pandemics, earthquake, flood or comparable natural disaster, public transport, data traffic or power distribution, interruptions, import or export bans, strikes, lockouts, boycotts or similar labour struggle actions. Strikes, lockouts, boycotts or comparable labour struggle events, unless otherwise demonstrated, are considered force majeure events even in the case that the Customer is the target of or party to such actions. Force majeure events affecting the Company’s subcontractors are also considered the Company’s force majeure events, if the contracted transaction cannot be made or acquired elsewhere without unreasonable costs or substantial delays. The Company must notify the Customer of force majeure events and their ending without delay.
13.2. The Customer does not have the permission to surrender, transfer or sublicense these Terms of Service unless the Customer obtains prior written consent from the Company. The Company has a unilateral right to assign, transfer or delegate any or all of its rights and obligations under the Terms of Service.
13.3. The Company has the right to use the co-operation between the Customer and the Company in its own marketing and as a reference, in accordance with good practice.
13.4. The Customer agrees, to (i) allow the Company to use the Customer’s name and logo on the Company’s website, in the Company’s social media posts and in the Company’s marketing materials; and (ii) allow the Company to reference the Customer in a press release that announces the Customer’s decision to use the Company’s Service, and the Customer otherwise agrees to reasonably cooperate with the Company to serve as a reference account upon request.
13.5. Each Party undertakes to keep in confidence all details of the Agreement as well as confidential information received from either Party, not to disclose them to any third party and not to use them for any purpose other than for the purpose of the Agreement, unless it is under an obligation to disclose such information pursuant to a law, decree, or other order issued by an authority.
13.6. The Company reserves the right to change these Terms of Service. The Company shall notify the Customer through email or the Service of such changes. The changes shall take effect 14 days after the notification. By using the Service after the changes, the Customer accepts the changes as legally binding.
13.7. The Customer agrees that if the Company does not exercise or enforce any legal rights under the Agreement, it does not imply that the Company formally waives its rights, whereby the Company still has the right to exercise its rights.
13.8. The Customer agrees that any cause of action that the Customer may have arising out of or related to the Agreement must commence within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred.
13.9. If, by a court decision, any provision of the Agreement is declared void, then only that invalid provision will be removed from the Agreement, in which case the Agreement will continue to be valid.
13.10. Sections 5, 8-10 and 12 shall prevail and stay in force even after the termination of the Agreement.
Updated: Jan 2nd, 2025