ZEF - Terms of service

(Based on general IT2022 Terms and Conditions)

1 OBJECT OF AGREEMENT

The Customer and the Supplier specified below have agreed in accordance with the Terms and conditions of this Agreement on Services Delivered via Data Network (hereinafter “Software Service”). Unless particularly agreed otherwise in this agreement, following appendixes shall apply 1) IT2022 EHK – Special terms and conditions for the processing of personal data, 2) IT2022 ETP Special terms and conditions for services delivered via data network (cloud service) and 3) IT2022 YSE – General terms and conditions. Accepting and maintaining this agreement is a condition of using Software Service.

2 CONTRACTING PARTIES

Customer: The customer is the legal entity that has acquired a license for the use of the software service from the Supplier and has accepted these ZEF - Terms of service and ZEF - DPA

Supplier: ZEF Ltd (Business identity code: 0640379-1). Supplier’s address: Elektroniikkatie 6, FI-90590 Oulu, FINLAND.

3 SOFTWARE SERVICE

3.1 The Software service to be delivered is the Zeffi tool offered in the SaaS model, which the Customer uses within the scope of the chosen license:

The options are Free, Smart, Genius, Master and Einstein licenses. Check out the licenses at https://www.zef.fi/pricing. The Einstein license can be customized for Corporate level customers, contact sales@zef.fi for more information.
All Zeffi licenses have an unlimited number of users, i.e. survey authors, and within the terms of the contract, you can create an unlimited number of surveys.
The number of identified contacts to whom survey invitations can be sent depends on the license chosen by the Customer. An unlimited number of surveys can be sent to the same contacts. A contact is a respondent (e.g. employee or customer) identified by email or phone number.
The monthly number of respondents that can be viewed in the reporting depends on the license chosen by the Customer. The survey is not closed to respondents when the number is exceeded, but answers that exceed the license quota are locked. During the contract period, this quota is always reset on the day of the month corresponding to the start of the license.
The customer has the right to use ready-made surveys contained in Zeffi, which can be used as they are or modified to suit their own needs.

3.2 The Software service is deployed to the Customer after obtaining a license and accepting the ZEF - Terms of service and the ZEF - DPA with their attachments. The Customer's user who created the credentials will immediately receive the user credentials in the Zeffi organization and Zeffi will be available to the Customer.

3.3 All such material disclosed or made available to the Customer by the Supplier for the purpose of using the Software Services that has not been specified as the Customer’s material, shall be the Supplier’s material.

3.4 The Customer's license includes the right to participate in open trainings offered by the Supplier in webinar format. The Customer can acquire customized training at a fixed hourly price (see 5.5). In customized training, the number of participants is not limited.

3.5 The support related to the deployment of the Software service has been agreed as follows: The customer has the right to use the Supplier's support, which is available on weekdays from 8 a.m. to 4 p.m. (Finnish time) at support@zef.fi, at +358 10 4237 900 and in Zeffi's integrated chat service. Advice from these service channels is free of charge for the customer. The Customer also has the right to obtain service work and consulting outside the service channels at a fixed hourly price (see 5.5).

3.6 Data security has been agreed in accordance with the IT2022 Terms and Conditions annexed to this Agreement.

Backup procedures: The data generated during the Customer's use is stored on the Supplier's server during the contract period. As a logged-in user within the scope of his license, the Customer has access to the latest content, and in addition, previous survey versions are stored for 30 days in the backup archive.

4 SERVICE LEVEL

4.1 The service level has been specified as follows: the Supplier commits to provide a yearly uptime of at least 99,5% for its software services (SLA, Service Level Agreement). The availability calculation does not take into account planned maintenance outages announced by the Supplier. Compensation: Should the SLA of the delivered service be lower than 99,5%, the Supplier shall offer the customer a month of free license use.

5 PRICES AND PAYMENT TERMS

5.1 Recurring charges are equal to the terms of the Customer's valid license. The prices of the licenses are in accordance with the current price table, the price table can be found at www.zef.fi/prices.

5.2 The contract price is invoiced on the date of deployment. The Customer commits to the contract for the contract period. License fees already paid are not refunded in the event of termination.

5.3 The license fee is charged to the credit card at the time of the order and thereafter during the Customer's term, always at the beginning of the next billing period.

5.4 All prices stated on Zeffi's website or in contracts are VAT 0%. The applicable applicable VAT will be added to the prices.

5.5 Services ordered separately by the customer in writing are charged by the supplier at an hourly rate of 190€+VAT.

5.6 For trainings, service work and all other items that are not invoiced directly from a credit card, the payment term is 14 days net after the date of the invoice. The interest on late payment is the applicable late payment interest at any given time.

6 VALIDITY OF AGREEMENT

6.1 The agreement enters into force after both parties accept it. The contract period is 12 months, unless the customer has specifically acquired a license with a different billing interval. The contract continues for a period corresponding to the first contract period at a time, if the Customer is satisfied and does not terminate the contract.

6.2 After the Customer terminates the contract, the Customer's license changes to a Free license (see www.zef.fi/pricing).

6.3 Before the end of the contract, the Customer can, within the contract period, delete or download customer material (material stored in the service during use and collected from respondents) from the Software service.

7 LIABILITY FOR DAMAGES AND LIMITATION OF LIABILITY

7.1 Disclaimer: The maximum liability for damages of a Party towards the other Party based on this Agreement shall not, excluding possible liquidated damages payable due to delay, service credit or other similar contractual penalties or credits, exceed in aggregate the euro amount corresponding to the cost paid by the Customer to the Supplier during 12 months. If a Party has an obligation to pay liquidated damages payable due to delay, service credits or other similar contractual penalties or credits, the Party is also liable to pay damages only for the part of the loss exceeding the liquidated damages payable due to delay, service credits or other similar contractual penalties or credits.

7.2 Disclaimer related to experimental features. ZEF uses artificial intelligence produced by third parties in the AI interviewer feature, report analysis and the AI powered chat service. ZEF offers these features on an experimental basis and does not guarantee that their output is accurate, error-free, or suitable for Customer's purposes. ZEF expects the Customer to ensure the usefulness of the output of experimental features on a case-by-case basis.

7.3 Liability limitations do not apply to damage caused intentionally or through gross negligence; the limitations of liability also do not apply to damages caused by the Supplier or its subcontractor by violating the terms of the ZEF - DPA or applicable data protection legislation, including the European Union's General Data Protection Regulation (EU) 2016/679.

8 OTHER PROVISIONS

8.1 The Customer commits to use the Software service according to the law and in good manners and ethics.

8.2 The Customer does not use the Software service to conduct business that competes with the Supplier. The Customer does not relicense, sell, resell, rent, lease, transfer, assign or otherwise distribute the Service to a third party. The right to use the Software service for purposes outside the contract must be agreed upon in writing between the Customer and the Supplier.

8.3 The Customer will not receive codes included in the service nor source codes of the software service.

8.4 To the extent that the ZEF - Terms of service do not explicitly define a specific procedure, the appendices defined in section 9 apply.

8.5 These ZEF - Terms of service enter into force on June 28, 2023 and are valid until further notice.

8.6 Disputes related to the contract will be resolved in the Oulu district court (Finland).

9 ANNEXES OF AGREEMENT AND ORDER OF PRIORITY

9.1 The following annexes form an integral part of this Agreement:

1 ZEF - DPA

9.2 The following IT2022 Terms and Conditions also form an integral part of this

Agreement (freely accessible at www: it-ehdot.fi/briefly-in-english/):

2 IT2022 EHK Special terms and conditions for the processing of personal data

3 IT2022 ETP Special Terms and Conditions for Services Delivered via Data Network

4 IT2022 YSE General terms and conditions