Mapita General Terms and Condition
The service MAPTIONNAIRE is an online application for making and managing map-based surveys that enables the construction and publishing of the surveys and the use of online analysis tools and data management (the “Service”), made available by Mapita Oy (Business ID: 2399273-5, address: Vironkatu 3 D 4 00170 Helsinki, Finland) (“Mapita”).
You can download a pdf version of these terms here.
These Terms set out the terms and conditions under which Mapita provides a subscription to the Customer. Further, the following sections of these Terms shall govern all use of the Service, regardless of whether conducted under a subscription or not:
2. Use of Service
3. Customer Obligations
5. Personal Data
6. Intellectual Property Rights
7. Limited Warranty
8. Limitation of Liability
Section 11 sets out certain additional provision only applicable to private individuals using the service,
By registering or subscribing to or by otherwise using the Service, Customer will be bound by these General Terms and Conditions (the “Terms”).
Mapita may also provide under a separate agreement consulting services to Customer, but these are not “Services” for the purpose of the Terms.
You are expected to have read these Terms with due care. By finalizing the subscription to the Service, you accept the terms of this agreement in their entirety as part of the subscription procedure. By clicking the box referring to these in the Service, a binding contract (“Agreement”) is formed between Customer and Mapita to which the terms set forth herein are applied.
The Agreement is applicable as of the earlier of the following dates: i) the date the Maptionnaire Service Contract / Order Confirmation has been approved by both Mapita, and Customer (“Customer”, “you”); or ii) the date on which you first registered to the Service or otherwise used the Service (the “Effective Date”). Mapita and Customer are sometimes referred to herein separately as a “Party” and together as the “Parties”.
In case you are representing a company, entity (public or private) or association, you hereby warrant that you have the necessary authority to conclude this Agreement on behalf of such company, entity or association. In case you are a private individual, the additional terms set out in section 11 below shall apply to your subscription to the Service.
1. Pricing, Invoicing, and Term of Payment
Unless otherwise agreed in writing, the service fee is based on Mapita’s price list then in force and as amended from time to time (“Service Fee”). Pricing for possible additional services provided by Mapita shall be agreed on separately in writing and are not included in the Service for which the Service Fee is paid. All prices shall be exclusive of taxes, duties, insurance, tariffs or similar charges.
Unless agreed otherwise in writing by Mapita and Customer, the Service Fee shall be billed on a yearly or monthly basis or charged directly from the credit card as provided by Customer. All invoices from Mapita, or from its agent on behalf of Mapita, to Customer are due thirty (30) days net from the date of the invoice, but the first invoice shall be due in any event prior to the date when Customer starts using the Service. Any sums past due are subject to a late payment interest of nine (9) percent.
2. Use of the Service
The functionalities of the Service are set out in the service descriptions included in the Service. The Service becomes available to Customer through subscription or registration to the Service and after the payment of the applicable subscription fee valid at the time of the subscription. The subscription fee is displayed before the subscription to the Service.
Mapita grants Customer a non-exclusive, non-transferrable, limited, revocable, non-sublicensable right for the Term to use the Service as set out in this Agreement.
Mapita grants Customer one primary user ID (“Primary User”) for use only as set forth in these Terms. A Primary User has the right to grant subsequent user rights to a maximum of 50 individual users (including the Primary User) under Customer’s account (the Primary User and any other user collectively the “Users”). Any User under Customer’s account needs to be a Customer, employee, enrolled student, or director of Customer or have a corresponding affiliation with Customer. Provision of a user license to a person unaffiliated with Customer is a material breach of this Agreement.
A User needs to register through the Service and provide the information requested by Mapita in order to be able to use the Service.
Customer is responsible and liable for the use of the Service by Users, or under their user accounts. The Users shall keep their username and password confidential and not disclose them to any other person. Customer shall immediately notify Mapita if it detects or suspects any wrongdoing by a User or that a User’s account has been compromised.
Mapita has the right to close or suspend Customer’s, or a User’s, account, if Mapita reasonably believes that Customer, or a User, has breached this Agreement, applicable law or regulations, or otherwise acted in a way that harms Mapita, its agents or the Service.
Customer can sign up for a free trial with the Service. Under the free trial, Customer can create an account for the Service and set up a survey, but will not be able to collect or access any response data. Customer can at any time purchase the Service by notifying Mapita thereof, and paying the Service Fee.
The Service may create or generate certain analyses and results. Mapita is not liable for any deficiencies or inaccuracies in the analyses generated by the Service or the usability of such analyses and results. The use and exploitation of any analyses or reports is the sole responsibility of Customer.
Customer may not: (a) circumvent or attempt to circumvent any usage control features of the Service; (b) probe, scan or test the vulnerability of the Service; or (c) disrupt other users of the Service or use the Service for phishing or spamming.
3. Customer Obligations
For purposes hereunder, Customer Content shall include, without limitation, text, customer-provided map materials and graphical information, survey questions and other forms of customer-provided content.
Customer acknowledges and agrees that Customer shall be solely responsible for all Customer Content uploaded, posted, emailed, transmitted, or otherwise disseminated using, or in connection with, the Service.
Customer represents and warrants to Mapita that it is fully authorized to publish and/or submit to Service the entire contents and subject matter of all Customer Content, and that all such Customer Content will comply with all applicable laws and regulations and does not infringe any intellectual property rights of third parties. Customer agrees to indemnify and hold harmless Mapita and its affiliates, and their respective officers, agents and employees, from and against any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out the contents or subject matter of Customer Content, including without limitation claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, and trademark infringement.
Mapita has the right to remove from the Service any Customer Content that it reasonably believes to be: i) infringing third party rights, ii) illegal, or iii) harmful for the Service or third parties.
4. Reference Right
Subject to Customer’s review and prior written consent and except for the cases where Customer is a private individual, Mapita shall have the right to refer to the co-operation with Customer in it’s marketing materials or publications, whether in print, on the Internet, or other medium, mentioning both Mapita and Customer and the extent of the cooperation. Mapita shall have the right, without prior written consent, to state to other companies, individuals, industry professionals and potential customers that Customer is or has been co-operating with Mapita.
5. Personal Data
All organizations based in the EU or otherwise processing personal data of individuals within the EU are required to comply with the General Data Protection Regulation (GDPR). As an EU-based company Mapita extends these standards to cover all Customers, including those located outside of the EU/EEA area. Therefore, in regard to personal data processing, the following provisions shall apply;
Customer as data controller: The Customer is regarded as a data controller in regard to any Personal Data collected by the Customer through surveys (“Customer’s Personal Data”). The Parties acknowledge and agree that: (i) Mapita may have access to personal data and will: (a) process the personal data only for the purpose of providing the Service and possible other services to Customer, and to the extent and for the duration necessary for providing the Service; (b) process it only in accordance with the Terms and Customer’s lawful instructions; and (c) take appropriate technical and organizational measures to prevent unauthorized or unlawful processing, accidental loss, destruction or damage to Personal Data; (d) ensure that Mapita’s personnel authorized to process the personal data have committed themselves to confidentiality; (e) reasonably and when possible, taking into account the nature and scope of processing, assist Customer in fulfilling Customer’s obligation to respond to requests relating to data subjects’ statutory rights; (f) reasonably and when possible, taking into account the nature and scope of processing, assist Customer in ensuring compliance with Customer’s obligations to perform security and data protection assessments, security incident notifications and/or prior consultations of the competent supervisory authority; (j) shall, within a reasonable time after the termination of the Customer subscription, delete all Customer’s Personal Data from it’s systems; (ii) For Customers based in the EU or European Economic Area Personal Data shall primarily be processed within the EU/EEA area. However in certain cases Personal Data may be processed by Mapita outside of the European Economic area. In such case Mapita shall ensure secure international transfers either via the use of standard model clauses or other appropriate safeguards; and (iii) Customer is the data controller and retains full responsibility for the Personal Data processed on its behalf by Mapita acting as data processor. Customer shall ensure that Customer is entitled to transfer the relevant personal data to Mapita so that Mapita may lawfully use, process and transfer the personal data in accordance with this Agreement on behalf of Customer. Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by Data Protection Laws.
Customer hereby authorizes Mapita to use subcontractors and other processors in the processing of personal data carried out under this Agreement.
6. Intellectual Property Rights
Any intellectual property rights on a worldwide basis, including, without limitation, patentable inventions (whether or not applied for), patents, patent rights, copyrights, work of authorship, moral rights, database rights, trademarks, service marks, trade names, trade dress, trade secrets and all applications and registrations of all of the foregoing resulting from, or relating to, the performance of the Service that are conceived, developed, discovered or reduced to practice by Mapita (the “Intellectual Property Rights”), shall be the exclusive property of Mapita. Specifically, Mapita shall exclusively own all rights, title and interest (including, without limitation, all Intellectual Property Rights throughout the world) in and to the Service and any and all inventions, works of authorship, layouts, know-how, ideas or information discovered, developed, made, conceived or reduced to practice, by Mapita, in the course of the performance of the Service. Notwithstanding any provision to the contrary in Section 6, the provisions of this Section 6 do not apply to the Personal Data.
Notwithstanding the foregoing, Customer owns any and all rights to Customer Content, including the response data and any data or information produced, compiled, created or otherwise prepared by Customer, including such data prepared in collaboration with Mapita.
Unless otherwise agreed in writing between the Parties, Customer hereby grants to Mapita without separate consideration, a non-exclusive, worldwide and perpetual right to use Customer survey questions and the aggregated anonymized response data in its business operations.
In the event that Customer has not paid the Service Fee, or any other amount due to Mapita, Mapita shall have the right, until such amounts and late interest has been fully paid, without affecting its other rights and remedies, to restrict Customer’s access to the Service and any Customer Content, including response data held by Mapita in the Service.
7. Limited Warranty
ALL SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY. CUSTOMER UNDERSTANDS AND AGREES THAT MAPITA’S SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MAPITA, ITS AFFILIATES, AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MAPITA MAKES NO WARRANTY OR REPRESENTATION REGARDING ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH MAPITA’S SERVICE REPRESENTATIVES OR WEBSITES, OR THAT THE SERVICES WILL MEET ANY OF CUSTOMER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF SERVICES IS AT CUSTOMER’S SOLE RISK. MAPITA IS NOT LIABLE FOR ACTS OR OMISSIONS OF OTHER SERVICE PROVIDERS, FOR INFORMATION OR CONTENT OF COMMUNICATIONS, THIRD PARTY SERVICES, EQUIPMENT FAILURE OR MODIFICATION, OR CAUSES BEYOND MAPITA’S REASONABLE CONTROL
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WHATSOEVER SHALL EITHER MAPITA OR ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, SHAREHOLDERS, AGENTS, LICENSORS OR REPRESENTATIVES, NOR CUSTOMER OR ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, SHAREHOLDERS, AGENTS, LICENSORS OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, DATA, PROFIT, REVENUE, GOODWILL, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR UNAUTHORIZED ACCESS TO INFORMATION AND THE LIKE, EVEN IF EITHER PARTY OR AN AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR AN AMOUNT IN EXCESS OF THE TOTAL MONETARY AMOUNT ACTUALLY RECEIVED BY MAPITA FROM CUSTOMER FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM.
9. Term and Termination
Unless the Parties agree otherwise in writing, the performance of the Service shall commence on the date of the subscription or as set out in Customer’s order confirmation from Mapita, and shall continue until all subscriptions have been terminated. If Customer has subscribed to a predefined subscription term, the Agreement shall be terminated automatically upon the completion of the subscription term paid for by Customer, if not terminated earlier in accordance with this Agreement (the “Term”).
Either Party may terminate the obligations as to any affected Service effective immediately upon written notice to the other Party if the performance of such Service (in all material respects as required hereunder) would require such Party to violate any applicable laws, rules or regulations.
For any Service provided by Mapita to Customer without a Service Fee (such as a free trial period or similar), Mapita shall have the right to terminate such Service immediately without cause at its discretion.
Either Party may terminate the Service with immediate effect by serving a written notice to that effect, if: (i) the other Party files a petition for bankruptcy or is adjudicated as bankrupt; (ii) a petition in bankruptcy is filed against the other Party and such petition is not removed or resolved within thirty calendar days; (iii) the other Party makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to bankruptcy law; (iv) the other Party discontinues its business; (v) a receiver is appointed over all or substantially all of the other Party’s assets or business; (vi) the other Party is dissolved or liquidated; or (vi) any payment due by the other Party is late for a period of time exceeding 21 days.
10. Effect of Termination
Other than as required by law, upon termination of the Service in accordance with this Agreement, Mapita shall have no further obligation to provide the terminated or any other Service and Customer shall have no obligation to pay any further Service Fees relating to such terminated Service; provided that, notwithstanding such termination, (i) Customer shall remain liable to Mapita for any amounts owed and payable in respect of Service provided prior to the effective date of the termination and (ii) the sections of this Agreement that have been specifically stated as surviving the termination of the Services or sections which would, by their nature, survive the termination of the Services, shall survive any such termination. Any termination of the obligations under this Agreement as to any Service or upon termination of this Agreement will not relieve a Party of any liability for breach hereof.
11. Additional terms for private individuals
The terms set out in this section 11 shall be applied exclusively to private individuals who can be considered as consumers and shall prevail over any contradicting terms included in this Agreement.
(a) No right of withdrawal
You hereby acknowledge and agree that there is no right of withdrawal regarding the Service as the provision of the Service shall be carried out electronically and has commenced before the end of the withdrawal period as set out in the Consumer Protection Act (38/1978) chapter 6, section 16.
The terms of this Agreement, including limitation of liability, do not limit Mapita’s statutory liability for defects in the Service in relation to consumer customers or any liability that, by law, cannot be limited or restricted, or consumer customers’ statutory remedies for defects under any applicable mandatory consumer protection laws.
(c) Dispute resolution
Consumers are entitled to bring action in the court of first instance of their domicile. In case of disputes, consumers may also resort to the Consumer Complaints Board (kuluttajariita.fi) or the Online Dispute Resolution service provided by the European Commission (ec.europa.eu/odr).
(a) Force Majeure
For purposes of this Section 11 (a), a “Force Majeure Event” means an event beyond the control of a Party, which by its nature could not have been foreseen by such Party, or, if it could have been foreseen, was unavoidable and includes, without limitation, acts of God, storms, floods, riots, fires, cloud service provider performance failures and/or power outages, power outages, sabotage, civil commotion or civil unrest, interference by civil or military authorities, and acts of war (declared or undeclared). Continued performance of a Service may be suspended immediately to the extent caused by Force Majeure. The Party claiming suspension of a Service due to Force Majeure will give prompt notice to the other of the occurrence of the event giving rise to the suspension and of its nature and anticipated duration. The Parties shall cooperate with each other to find alternative means and methods for the provision of the suspended Service. Without limiting the generality of the foregoing, neither Party shall be under any liability for failure to fulfill any obligation under these Terms, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure.
(b) Entire Agreement
This Agreement (including the Maptionnaire Service Contract / Order Confirmation, and the other schedules constituting a part of this Agreement) constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof.
(c) Governing Law
These Terms shall be construed in accordance with and shall be governed by the laws of Finland (without giving effect to the conflicts of laws provisions thereof).
(d) Transfer of Rights
Neither Party shall transfer any rights or obligations under this Agreement, without the prior written approval of the other Party. Notwithstanding the aforementioned, Mapita has a right to transfer such rights and obligations to any affiliate, or to a third party as a part of a sale or other transaction involving the business to which such rights and obligations relate.
If any terms or other provision of this Agreements or the schedules hereto shall be determined by a court, administrative agency or arbitrator to be invalid, illegal or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, this Agreement shall be construed as if not containing the particular invalid, illegal or unenforceable provision, and all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereunder are fulfilled to the fullest extent permitted under applicable law.
(f) Amendment and Modification
Mapita has the right to amend the Terms from time to time, by notifying Customer of this by email or in the Service. In the event that Customer does not approve of the amendment to the Terms, Customer has the right to terminate the Service and this Agreement prior to the effective date of the amendment.
(g) No Waiver; Remedies Cumulative
No failure or delay on the part of either Party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms. When a reference is made in this to an Article or a Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated.
(i) Survival of Terms
Termination or expiration of this Agreement for any reason shall not release any party from any liabilities or obligations set forth in this Agreement which (a) the Parties have expressly agreed shall survive any such termination or expiration, or (b) remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration.
(j) Independent Contractors
The relationship of Mapita and Customer is that of independent contractors, and nothing contained in this Agreement shall be construed to allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever.
(k) Resolution of Disputes
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, 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. The seat of arbitration shall be Helsinki, Finland. The language to be used in the arbitral proceedings shall be English and Finnish.
Nothing contained in these Terms shall deny either Party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm and such an action may be filed and maintained notwithstanding any ongoing arbitration proceeding.
Customer agrees that, during the Term and for a period of twelve (12) months thereafter, Customer will not solicit, engage, retain or employ, whether directly or indirectly, for any purpose, any current employee, contractor, owner or agent of Mapita.