Subscription and Delivery Terms Klippi
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Subscription and Delivery Terms

Klippi

Service Provider: Mmx Solutions Oy, Business ID 3338794-2, VAT number FI33387942 (hereinafter the "Service Provider")

Translation notice. This English text is a translation provided for convenience. The Finnish original is the binding version; in case of any discrepancy, the Finnish text prevails.

1. Scope and formation of the contract

1.1 These terms apply to the Klippi cloud service produced by the Service Provider (hereinafter the "Service") and to the use of that Service.

1.2 The contract is formed when the Customer registers for the Service and accepts these terms. The acceptance is recorded in the Service in connection with registration. By registering, the Customer warrants that the person carrying out the registration is entitled to enter into the contract on the Customer's behalf.

1.3 The Customer may be a legal person (a sports club, an association or a company) or a self-employed trader. The Service is not offered to consumers.

1.4 In addition to these terms, the data protection annex (Annex 1) applies, and it is accepted at the same time.

2. Content of the Service

2.1 The Service is a browser-based tool for uploading, editing, classifying and sharing video material for coaching use.

2.2 The content of the Service is determined by the licence tier selected by the Customer. The price list in force and the content of the licence tiers are available at https://klippi.pro/en#hinnat.

2.3 The Service Provider develops the Service continuously and may add, change or remove features. Notice of material changes that are detrimental to the Customer will be given at least 30 days in advance.

2.4 The Service is provided as it stands from time to time. The Service Provider does not undertake to implement development proposals put forward by the Customer.

3. Usage limits

3.1 A licence tier includes a maximum number of Teams, user accounts and storage space. The limits are Club-specific aggregate amounts, not Team-specific. A Club's Admins do not consume user seats.

3.2 The Customer may purchase additional Team seats and additional storage space in accordance with the price list in force. Each additional Team seat increases the maximum number of Teams and the aggregate amount of storage space in the manner stated in the price list. An additional Team seat does not increase the maximum number of user accounts; the number of user seats is determined solely by the licence tier.

3.3 A warning of storage space use is given when 80% of the aggregate amount is in use. When the space is full, the uploading of new files is blocked until the Customer frees up space or acquires more. Existing material is retained and remains available, and it is not deleted automatically.

3.4 User accounts are personal. An account may not be shared between several persons.

3.5 Downgrading the licence tier and reducing add-ons require that the Teams, user accounts and storage space in use by the Customer fit within the lower limits. Otherwise the change is rejected, and the Customer must first reduce its use.

4. Trial

4.1 A new Customer is given the use of the Service free of charge for 30 days from registration.

4.2 The Trial includes the features and limits of the Medium licence tier. When the Trial ends, the subscription continues automatically on a chargeable basis unless the Customer has terminated the subscription before the end of the Trial. The Customer may change the licence tier in the Service during the Trial and after it.

4.3 The Service Provider reminds the Customer of the end of the Trial by email at least 7 days before it ends. The reminder is sent to the Club's Admins.

4.4 The Trial is Customer-specific and is granted once.

5. Prices and invoicing

5.1 Prices are stated in the price list inclusive of value added tax. The total amount of the invoice corresponds to the price stated in the price list; the invoice itemises the price excluding tax and the amount of value added tax.

5.2 Invoicing takes place monthly in advance in calendar-month periods. The first invoicing period begins on the day on which the Trial ends. If the Trial ends in the middle of a calendar month, the remaining days of that month are charged as the daily proportion of the monthly price. Thereafter invoicing takes place in full calendar months.

5.3 The payment term is 14 days net. Interest on late payment is determined in accordance with the Finnish Interest Act.

5.4 A payment reminder is sent in respect of an overdue payment. If payment is delayed by more than 30 days from the due date, the Service Provider may suspend the Service temporarily. The Service is reopened once the overdue payments have been made.

5.5 An upgrade of the licence tier and the acquisition of add-ons take effect immediately. The difference in price for the current invoicing period is charged as the proportion of the remaining days of that period, and the difference is invoiced together with the next invoice.

5.6 A downgrade of the licence tier and a reduction of add-ons take effect from the beginning of the next invoicing period. The current invoicing period is invoiced in accordance with the previous tier, and no payments are refunded in respect of it.

6. Price changes

6.1 The Service Provider may change prices by notifying the Customer by email at least 60 days before the change enters into force.

6.2 If the Customer does not accept a price change, the Customer has the right to terminate the contract so that it ends by the date on which the change enters into force.

7. Term and termination of the contract

7.1 The contract is in force until further notice.

7.2 Either party may terminate the contract without cause. Termination by the Customer takes effect at the end of the current calendar month. If the Customer is still in the Trial, the contract ends on the day on which the Trial ends and invoicing does not commence.

7.3 Termination is effected through the Service or in writing by email.

7.4 The Service Provider may rescind the contract with immediate effect if the Customer materially breaches these terms and does not remedy the breach within 14 days of a written notice.

7.5 Payments made are not refunded where the contract ends in the middle of an invoicing period.

8. Retention and deletion of material

8.1 The Customer may download the material it has stored in the Service, video by video, during the term of the contract. The Customer should ensure that the material is available to it before the contract ends.

8.2 After the contract ends, use of the Service is blocked and the material is no longer available in the Service. The material is not deleted automatically.

8.3 The Customer may request the release or the deletion of the material in writing by email. The Service Provider carries out the request within 30 days of receiving it. Deletion covers the Service Provider's production systems; material contained in backups is removed as the backups are recycled, at the latest within 7 days of deletion from the production system. Material contained in backups is not restored to the production environment for any purpose other than restoring the system or ensuring information security and continuity.

8.4 Deletion is irreversible. The Service Provider is not liable for restoring material after deletion.

9. Rights to the material and to the Service

9.1 The Customer retains all rights to the material it uploads to the Service.

9.2 The Service Provider is granted the right to process the material only to the extent required for producing the Service.

9.3 The Service, its software, user interface and documentation are the property of the Service Provider. The Customer receives a fixed-term, non-exclusive right to use the Service for the term of the contract.

9.4 The Customer may not decompile, reverse engineer or otherwise seek to determine the source code of the Service, copy its user interface or its structure, or create derivative works from the Service.

9.5 The Service Provider may use non-identifiable statistical data accumulated from the use of the Service for developing the Service.

9.6 The Service Provider has the right to mention the Customer's name and emblem as a reference in its marketing and on its website. The Customer may prohibit such reference use at any time by giving written notice.

10. The Customer's responsibilities

10.1 The Customer is responsible for having the right to record, upload and process the material it supplies to the Service and for there being a basis for the processing under applicable legislation. The Customer is also responsible for discharging the necessary information, consent and other statutory obligations, including the guardians' consents relating to the filming of minors where the processing is based on consent.

10.2 The Customer is responsible for keeping its user accounts safe and for the actions taken with them.

10.3 The Customer may not use the Service for an unlawful purpose or upload material that infringes the rights of a third party.

10.4 The Customer may not resell the Service or make it available to a third party without the Service Provider's written consent.

11. Service level

11.1 The Service Provider endeavours to keep the Service available without interruption, but gives no guarantee of uninterrupted operation.

11.2 Notice of planned maintenance breaks is given, where possible, at least 3 days in advance. Maintenance operations are, where possible, scheduled for times of low use.

11.3 The Service Provider is not liable for interruptions caused by the Customer's equipment, data communications connections or third-party services.

11.4 Support requests are answered on business days. The Service Provider does not undertake to meet any specified response time.

12. Limitation of liability

12.1 The Service Provider's total liability under the contract is in all cases limited to no more than the amount the Customer has paid for the Service during the twelve (12) months preceding the event causing the damage. If the contractual relationship has lasted less than twelve (12) months, the maximum amount of liability is the amount of the payments the Customer has made for the Service up to that point.

12.2 The Service Provider is not liable for indirect damage, such as loss of profit, interruption of business, loss of data or damage caused to a third party.

12.3 The limitation of liability does not apply to damage caused intentionally or through gross negligence.

12.4 The Customer is responsible for keeping, where necessary, its own backups of the material it uploads to the Service.

13. Force majeure

13.1 A party is not liable for a delay or for damage caused by an impediment beyond its control that it could not reasonably have foreseen or avoided. Such impediments include, for example but not exclusively, an order of an authority, a large-scale telecommunications or power outage, a cyber attack, and a disruption at an essential subcontractor or service provider.

14. Amendment of the terms

14.1 The Service Provider may amend these terms by notifying the Customer by email at least 30 days before the amendment enters into force.

14.2 If the Customer does not accept the amendment, the Customer has the right to terminate the contract so that it ends by the date on which the amendment enters into force.

15. Assignment of the contract

15.1 The Service Provider may assign the contract in connection with a business transfer or a corporate reorganisation. The Customer will be notified of the assignment.

15.2 The Customer may not assign the contract without the Service Provider's written consent.

16. Governing law and dispute resolution

16.1 The contract is governed by Finnish law, excluding its conflict-of-law rules.

16.2 Disputes shall primarily be settled by negotiation between the parties. If no amicable settlement is reached, the dispute shall be resolved by the competent District Court of the Service Provider's domicile.

17. Contact details

Annex 1: Data protection annex (Data Processing Agreement)

This annex constitutes the processing agreement required by Article 28 of the GDPR between the Customer (controller) and Mmx Solutions Oy (processor of personal data).

1. Subject matter and nature of the processing

Purpose of the processing: producing for the Customer a video service intended for coaching use.

Duration of the processing: the term of the contract and the period after its end, until the material is deleted in accordance with section 8 of the subscription terms.

Categories of personal data:

Categories of data subjects: the Customer's Players (including minors), Coaches, officials and other users designated by the Customer.

2. Roles of the parties

2.1 The Customer is the controller and is responsible for the lawfulness of the processing of personal data, for the applicable basis for the processing, and for fulfilling the necessary information, consent and other statutory obligations.

2.2 The Service Provider is the processor of personal data and processes personal data only in accordance with the Customer's documented instructions and to the extent required for producing the Service.

2.3 The Customer is responsible in particular for ensuring that there is a basis under applicable legislation for the filming of minor Players and for the processing of their personal data, and that the necessary information, consent and other statutory obligations have been duly discharged. If the processing is based on consent, the Customer is responsible for obtaining and documenting the guardians' consents. The Service does not collect or store the age of data subjects or the guardians' consents, and the Service Provider therefore cannot monitor whether the consents exist.

3. Obligations of the Service Provider

3.1 To process personal data only in accordance with the Customer's instructions.

3.2 To ensure that the persons processing personal data have committed to confidentiality.

3.3 To implement the technical and organisational security measures required by Article 32 of the GDPR, including:

3.4 To assist the Customer to a reasonable extent in handling data subjects' requests and in impact assessments. The Service has no automatic data export or deletion function, and requests are therefore carried out manually by the Service Provider.

3.5 To notify the Customer of a personal data breach without undue delay after the Service Provider has become aware of the breach, and where possible at the latest within 48 hours.

3.6 To delete personal data in accordance with section 8 of the subscription terms.

3.7 Acting with a user's account (impersonation). In a support situation, an administrator of the Service Provider may open the Service using the account of one of the Customer's users in order to see the same view as that user. The right is limited to the Service Provider's administrators, a session is valid for a maximum of 30 minutes, all sessions and the changes made during them are recorded in the event log, and no emails are sent to the Customer's users during a session.

4. Sub-processors

4.1 The Customer gives general consent to the use of sub-processors. The Service Provider gives notice of changes to sub-processors at least 30 days in advance, and the Customer has the right to object to a change on a justified ground relating to data protection regulation. If the Customer objects to a change and the Service Provider cannot reasonably provide the Service without the sub-processor in question or an alternative arrangement, the Customer has the right to terminate the contract so that it ends before the change enters into force.

4.2 The up-to-date list of sub-processors is this section. The list as at the time of drawing up this annex:

Sub-processor Purpose Location
UpCloud Oy server and storage service, storage of video material Finland
Twilio Inc. (SendGrid) transmission of the Service's email messages United States / EU (see section 5.3)
Browser manufacturers' push delivery services (Google, Mozilla, Apple) delivery of push notifications to the user's browser United States / EU (see section 5.4)

Holvi Payment Services Oy, which is used for invoicing, is not a sub-processor within the meaning of this annex: the Service produces the invoice itself, and only the Customer's invoicing data, and not the personal data of data subjects, is processed in the transmission of the invoice and in payment transactions. Holvi's role is described in the Service Provider's privacy notice.

5. Location of data and transfers

5.1 The video material and the user and log data are stored in Finland in the data centre of UpCloud Oy.

5.2 The Service Provider does not transfer video material outside the EU/EEA.

5.3 SendGrid (Twilio Inc.), which is used for transmitting the Service's email messages, may process recipients' email addresses and the content of messages outside the EU/EEA, including in the United States. Login codes, Team invitations, support communications and notices relating to invoicing are transmitted by email. Video material is not sent by email.

5.4 The delivery of push notifications requires the use of the notification service of the manufacturer of the user's browser, and that service may be located outside the EU/EEA. The content of a notification is encrypted end to end so that only the user's browser can decrypt it; the delivery service processes the endpoint identifier and the encrypted content.

5.5 Any transfers of personal data outside the EU/EEA are carried out using transfer bases and appropriate safeguards in accordance with applicable data protection legislation, such as the standard contractual clauses approved by the European Commission or another applicable transfer mechanism.

6. Audit

6.1 The Customer has the right to obtain from the Service Provider the information necessary to demonstrate compliance with this annex.

6.2 An audit is agreed separately, is carried out during normal working hours, and the Customer bears the costs of the audit.

7. The Service Provider as controller

7.1 The Service Provider acts as an independent controller in respect of the personal data it processes for its own purposes, such as the management of the customer relationship, invoicing, accounting and compliance with statutory obligations.

7.2 The processing of that data is described in the Service Provider's separate privacy notice, which is available at https://klippi.pro/en/legal/privacy.html.