Last updated: 01.08.2024
​
1. Definitions and Acceptance of Terms of Service

1.1 Customer: The individual or entity that subscribes to or uses the Materialisting Service.

1.2 Free Account: A type of user account on the Materialisting platform that grants basic access to certain features and functionalities. Free Accounts are intended for personal use and may have limitations on capabilities, or access to specific tools. A breakdown of Free Account limitations is available on our website.
 
1.3 Paid Subscription: A type of user account on the Materialisting platform that provides access to paid features and functionalities. Paid Subscriptions are designed for businesses and offer a wider range of capabilities compared to Free Accounts. The specific features and functionalities included in each Paid Subscription tier are outlined in our pricing structure available on our website.
 
1.4 Service: The Materialisting platform offered by Materialisting Oy.
 
1.5 TOS: These Terms of Service ("TOS")
 
1.6 By subscribing to or using Our Services at Materialisting (the "Service"), the Customer acknowledges and agrees to these Terms of Service ("TOS") of Materialisting Oy.
 
1.7 The Service may be accessed either as an individual or on behalf of a company. In the case of the latter, the User warrants (i) that they are authorized to represent the organization and (ii) that they accept the TOS on behalf of the organization as they are authorized to do so.
 
1.8 The TOS may be modified from time to time and all contract renewals will be subject to the TOS in effect at the time of the renewal.
 
 
2. Software Access; Restrictions
​
2.1 Subject to these TOS, the Service Provider grants the Customer a limited, non-transferable and non-exclusive right to access and use Materialisting Oy’s proprietary and hosted software products and the related documentation (the "Software" or "Service") via a web browser.
 
2.2 Materialisting Oy is hosting the Service and makes the Service available to the Customer for usage via a web browser. Nothing contained in these TOS shall transfer any rights in or to the Service other than those rights specifically contained in this agreement. Materialisting Oy is not obligated to make available or deliver any copies of programs or code in any way, shape or form.
 
2.3 The Customer shall not (i) copy, modify, alter or create derivative works from the Service; (ii) lease, rent, distribute, or resell the Service; (iii) or use the Service as the basis for creating a competitive solution (or assisting a third party to do so). The Customer will use the Service in compliance with its applicable local, regional, national, and international laws, rules and regulations.
 
2.4 The Customer shall not, personally or via third-party authorization, (i) use the Service to upload or distribute any content that is unlawful, fraudulent, defamatory, abusive, contains viruses, or is otherwise objectionable as reasonably determined by Materialisting Oy; (ii) resell, reproduce, duplicate or exploit any part of the Service without the Service Provider’s express written permission; or (iii) use any robot, spider, another automated or manual process to monitor or copy any content from the Materialisting Oy’s software for purposes mentioned above. Violation of this section results in full liability for compensation in accordance with section 9.6..
 
2.5 The paid licence granted to the Customer includes basic support at no additional charge. This includes reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond the Service Provider’s reasonable control, including without limitation e.g.: acts of government, natural disasters, acts of terror, internet service provider (ISP) failures or delays, strikes or other labour events (other than those involving the Service Provider’s employees), or denial of service (DDoS) attacks. Basic support includes:
Existing, generally available tutorials and/or written instructions provided by the service provider regarding the use of the platform.
Customer support regarding basic technical functionalities of the platform.
Other than abovementioned support measures are charged separately.”


3. Data Protection; Indemnification
 
3.1 The safety of the Customer's data is a priority. Read more about this in our Privacy Policy.
 
3.2 The Service Provider is obligated to observe and is working in accordance with the Finnish and European data protection laws (e.g., GDPR).
 
3.3 In the event the Customer's data has been breached, the Customer will be promptly notified of the nature and scope of such breach and the Service Provider will immediately initiate remedial actions consistent with industry standards.
 
3.4 Materialisting Oy shall be liable for any damage caused by data processing or handling only where it has not complied with GDPR obligations specifically directed to controllers or where it has acted against lawful instructions from the Customer.
 

4. Payment Terms; Commitment Periods
 
4.1 Materialisting Oy currently accepts invoice payments for Paid Subscriptions. The chosen payment method will be automatically selected during the online order process.
 
4.2 The pricing structure for Paid Subscriptions is provided to the customer before placing the order. During the order process, the final price for the chosen Paid Subscription will be clearly presented. Upon successful completion of the order, an order confirmation and an electronic invoice will be sent to the provided email address and/or online billing address.
 
4.3 Payment for Paid Subscriptions is due upon placement of the order. Access to the full features of the Paid Subscription will be granted only after successful payment is received through the invoice.
 
4.4 The commitment period for a Paid Subscription is outlined during the order process. Commitment periods may vary depending on the chosen Paid Subscription tier.
 
4.5 Paid Subscriptions will automatically renew for the chosen commitment period unless cancelled by either party before the end of the current term within the notice period defined below. Read more under Term Activation and Termination. The Customer will be notified in advance of any upcoming renewal and associated charges. Price increases are based on the Producer Price Index for Services (62 Computer programming, consultancy and related services, output index point figure is 109,60 (2024Q1)). Price increases are made in accordance with the index. However the price does not decrease if the index point figure decreases.
 

5. Proprietary Rights
 
5.1 Materialisting Oy owns all rights, titles and interests in and to the Software including without limitation all intellectual property rights, and such rights are protected by the intellectual property laws.
 
5.2 Materialisting Oy retains all rights, titles and interests in and to the Software and/or Service as well as modifications and/or enhancements, regardless of whether the Customer has provided inspiration or input regarding such events.
 
5.3 Anonymized Data: Provided that such use does not reveal personally identifiable information, the Service Provider may collect, use and disclose anonymized performance and transactional data related to the use of the Software and/or Service for business purposes (e.g., platform improvement, industry reports). The Service Provider will retain anonymized data for a period of 3 years after the Customer's account is terminated.
 

6. User Conduct; Content Uploads
 
6.1 The Customer assumes full responsibility for all decisions made with respect to their use of the Software and/or Service and agrees to use such Software and/or Service at their own risk.
 
6.2 It is the User's sole responsibility to monitor their compliance with all applicable laws when using the Software and/or Service.
 
6.3 Uploaded content and information must be consistent with applicable laws. Any and all uploads that may cause harm to the Service Provider's interests or public image or are in conflict with the prevailing legislation and mandatory regulations, are not permitted. This especially applies to the following:
​

• Uploading content in contravention to any applicable data protection, criminal, and copyright laws as well as personality and commercial protection rights.

• Uploading content of any defamatory, harassing, fraudulent, libellous, obscene, virus-containing, unconstitutional, sexist, racist, or pornographic nature.

 
6.4 In the event that an obligation of this Agreement is violated, the Service Provider shall, after having issued a prior warning, have the right to restrict access to the Software and/or Service and to delete the information / material that violates the terms of this agreement until the Customer ceases the violation and remedies any relevant consequences. If the breach of agreement is considered as a material breach, the Service Provider has the right to terminate or suspend the Customer’s access with immediate effect without giving the notice.
 
6.5 The User will be held responsible for their actions while using the Service. The User shall indemnify the Service Provider from any and all claims asserted by other Users, other Customers or other third parties on account of illicit use of the Service by the Customer or any of its employees. The user is obliged to compensate the damage caused to the Service Provider due to the above-mentioned claims.
 

7. Dispute Resolution
 
7.1 The Service Provider and the Customer agree to attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations. 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 Rules for Expedited Arbitration of the Finland Chamber of Commerce. However, at the request of a party, the Arbitration Institute of the Finland Chamber of Commerce may determine that the Arbitration Rules of the Finland Chamber of Commerce shall apply instead of the Rules for Expedited Arbitration, if the Arbitration Institute considers this to be appropriate taking into account the amount in dispute, the complexity of the case, and other relevant circumstances.

(a) The seat of arbitration shall be Helsinki, Finland.
(b) The language of the arbitration shall be Finnish, if both contracting parties are Finnish, otherwise it shall be English.
 

8. Warranties and Disclaimers

8.1 The Service Provider disclaims all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose. The Platform is provided "as is" and Service Provider does not warrant that the Platform will be uninterrupted or error-free.
 
8.2 Service Provider's liability to Client for any cause whatsoever, and regardless of the form of action, will be limited to the amount paid by Client to Service Provider under this Agreement in the preceding three (3) months.
 
8.3 In the event of errors on the Platform, the Service Provider's liability shall only extend to rectifying the error. Both parties agree to promptly notify each other of any potential or actual claims or disputes.
 
8.4 The Service allows users (including, but not limited to, manufacturers, suppliers, and individual users) to submit content, information, and data to the platform ("User-Generated Content"). Materialisting Oy does not warrant the accuracy, completeness, or reliability of any User-Generated Content. Users are solely responsible for the User-Generated Content they submit to the platform.
 
8.5 The Service Provider disclaims any liability for inaccuracies or errors in the data or information available through the Service, regardless of the cause. This includes, but is not limited to, errors caused by: Flawed or inaccurate raw data provided by third parties, Human errors during data entry or processing, Software malfunctions or technical glitches, or Delays or disruptions in data transmission.
 
8.6 The Customer acknowledges that the Service relies on data provided by third parties and from various sources. While the Service Provider uses commercially reasonable efforts to ensure the accuracy and completeness of the data, the Service Provider cannot guarantee that the data will be entirely free from errors.
 
8.7 The Customer agrees to use the Service and the data available through the Service at their own risk. The Service Provider is not responsible for any decisions made or actions taken by the Customer based on the data provided through the Service.
 
8.8 The Service Provider disclaims all indirect liabilities arising from its services.
 

9. The Customer’s obligations and liability for damages

9.1. The Customer has the right to use the Service in accordance with these Terms of Services, prevailing legislation and good business practices.
 
9.2. The Customer is obliged to provide correct information then registering to the Service and when using the Service. The Customer is solely responsible for the correctness of the data and information entered into the Service.
 
9.3. The Customer is obliged to correct the information contained in the Customer’s material or other material entered into the Service immediately if the information is changed after the acceptance of these Terms of Use.
 
9.4. The Customer is solely responsible for ensuring that the devices, systems and software it uses, are secure and that they shall not cause damage or disruption to the Service.
 
9.5. If the Customer enters information from other parties into the Service, the Customer is obliged to obtain consent from these parties to provide the information. The Customer is responsible for ensuring that information it enters does not infringe the intellectual property right of a third party.
 
9.6. The Customer is fully liable to the Service Provider for all damages and costs incurred by the violation of these Terms of Use.
 

10. Term Activation and Termination
 
10.1 These TOS become effective upon commencement of the Customer's subscription to the Software and/or Service ("Effective Date") and apply in full until all subscriptions granted in accordance with these TOS have expired or been terminated. In the case of free trial periods where the Customer does not choose to purchase a subscription, the TOS will terminate at the end of the free trial period.

10.2 Purchased subscriptions or licences commence on the start date specified in the applicable order and continue for the specified duration.
 
10.3 The Customer may terminate their use of the Software and/or Service by emailing the Service Provider. Subscriptions may be terminated with one month's notice before the expiry of the term. The Customer will not receive refunds or credits for the termination of monthly, annual or other subscriptions, unless agreed otherwise. If the notice is not made within the abovementioned timelines, the subscription shall automatically renew for a new contract period.
 
10.4 The Service Provider may terminate or suspend the Customer's access to the Service without liability if such termination or suspension is based on the Service Provider's good faith belief that the Customer has violated any of the TOS and did not remedy the violation in question within thirty (30) days of a given notice of this violation. If the breach of agreement is considered as a material breack, the Service Provider has the right to terminate or suspend the Customer’s access with immediate effect without giving the notice.
 
10.5 The right to termination for cause and without notice remains unaffected.
 
10.6 Any notice of termination must be delivered in text form to the contact person (e.g., via email) in order to be effective.
 

11. Publicity
 
11.1 The Customer agrees that the Service Provider may publicly disclose the fact that the Customer is a subscribed (paying) customer. While these TOS are in effect, the Customer grants the Service Provider the right to reference the Customer's company name and logo on the Materialisting website, Platform and related materials, unless explicitly agreed otherwise in writing. The right to reference shall remain after the termination of the agreement, unless the User demands otherwise.
 

12. Miscellaneous
 
12.1 Neither Party will assign its rights or obligations under these TOS without prior written consent of the other Party. Any such assignment shall be null and void. Any such assignment shall also be considered as a material contractual breach and the other Party shall have the right to terminate the agreement and to receive compensation for the damage caused. The Service Provider shall have the right to assign its rights and obligations under these TOS in an event where the company’s business is sold or otherwise transferred to a third party.
 
12.2 If any provision of this TOS shall be entirely or partly invalid or unenforceable, this shall not affect the validity and enforceability of all other provisions of this Agreement. The invalid or unenforceable provision shall be replaced with the relevant valid and enforceable provision that as closely as possible reflects the economic intention that the Parties pursued with the invalid or unenforceable provision.

12.3 These TOS, together with the General Terms and Conditions, Privacy Policy, and Cookie Policy, comprise the entire agreement between the Parties with respect to the Software and/or Service and supersede all prior representations, agreements and understandings, written or oral.