Terms of Service

Updated 15/09/2020


Scope

These General Terms of Service ("Terms") will be applied to an agreement between Digital Factory Stream Ltd, a Finnish private limited company with Business ID 2314472-8 having its registered address at Töölönkatu 27 A 6, FI-00260 Helsinki, Finland ("Yemma"), and a customer ("Customer") to whom Yemma provides cloud-based storage and software services for the Customer's commercial purposes ("Service"). In these Terms, Yemma and Customer are referred to jointly as the “Parties” and individually as a “Party”. The Parties expressly acknowledge that the Service is neither intended nor fit for use by consumers.

Agreement Documents

An agreement is formed between the Parties when Yemma receives an appropriately filled-in registration or order form ("Order") which the Customer has submitted through a registration and/or purchasing procedure on Yemma's website. In connection with the registration procedure the Customer will create a service account. Any referral herein to “Agreement” includes the Order, service descriptions attached or referred to in the Order and these Terms. The AUP is available on Yemma’s website.

Provision of Service

Yemma shall provide the Customer with the Service, which is specified in the Order. If the provided Service differs from the specifications, Yemma shall correct the Service promptly after a notification by the Customer.

Service Levels

Yemma will make reasonable efforts to keep the Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, Yemma reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Service, with or without notice, all without liability to Customer, except where prohibited by law, for any interruption, modification, or discontinuation of the Service or any function or feature thereof.

Customer shall understand, agree, and accept that Yemma has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law. Yemma may, from time to time, remove any such Content without notice to the extent permitted by applicable law.

The Service is provided “as is” and “as available” without express or implied warranty or condition of any kind.

Support

Yemma shall provide the Customer's users with technical support with respect to the Service through the means described under the Support page on Yemma’s website. Contact details, service hours and support fees (where applicable) are provided on Yemma's website.

Access to Service Account

The Customer will be responsible for activities that occur under the Customer's service account, including actions taken by the Customer's employees and other representatives (“User”) as well as their compliance with Yemma’s user instructions. The Customer must promptly notify Yemma if the Customer suspects that an unauthorised third party is using, or may have access to, the Service or the Customer's service account.

Third-Party Software

The Customer must comply with third-party software license terms if the use of such software is offered by Yemma for the provision of the Service.

Subscription tiers and free trials

There are several subscription tiers available for the Customer based on the amount of monthly data transmission covered by the subscription fee. The subscription tiers are specified on Yemma’s website.

If the monthly data transmission limit of the subscription tier chosen by the Customer is exceeded, the subscription tier is automatically changed to a higher subscription tier and the remainder between the subscription fee payable for such higher subscription tier and the subscription fee already paid by the Customer for said month is charged from the Customer in connection with the payment of the following month’s subscription fee in accordance with Section “Prices and payment”. The Customer is informed via email before the data transmission limit is reached and Customer is entitled to terminate this Agreement and the subscription to the Service at any time as described below.

Yemma may from time to time offer trials of the Service for a specified period without payment. Yemma reserves the right, in its sole discretion, to determine Customer’s eligibility for a free trial and, subject to applicable laws, to withdraw or to modify an offer trial at any time without prior notice and with no liability, to the greatest extent permitted under the law. For a free trial of the Service, Yemma may require Customer to provide payment details to start the trial. At the end of such trial, Yemma may automatically start to charge the applicable subscription fee for the Service immediately after the end of the free trial in accordance with Section “Prices and payment” and in accordance with the price list on Yemma’s website. The automatically charged subscription fee is based on the subscription tier chosen by the Customer in connection with the Order. The applicable subscription to the Service must be cancelled through Customer’s account’s subscription page, or the Service must be terminated in its entirety, before the end of the trial period in case Customer does not accept the applicable prices available on Yemma's website.

Customer shall ensure that the authorised Users use the Service in compliance with this Agreement. Misuse of the Service by Customer or any User may lead to termination of the Agreement or suspension or denial of access to the Service.

Right to use the Service and eligibility

Subject to due subscription to the Service and compliance with the Agreement, Yemma grants to Customer a non-exclusive, non-transferable and limited right to enter and use the Service.

External Back-Up Copies

The Customer is responsible for making appropriate back-up copies of the Customer Data (as defined below) stored in the Service. Such back-up copies shall be stored outside the Service.

Changes to the Service

Yemma is entitled to develop its services and business offerings. In case of a change in the Service, Yemma will notify the Customer in advance. If Yemma considers that a change will have a material effect in the Service, Yemma will notify the Customer at least 30 days before the change will be effected.

Prices and payment

The subscription fees of the different subscription tiers and the prices of additional services are specified on Yemma’s website. Unless otherwise agreed, Yemma charges the Customer monthly in advance in accordance with Yemma's price list valid at the time. The Customer shall pay the monthly subscription fee on a pre-paid basis after the Customer has submitted the Order. The Customer shall be charged a sum equaling to a single month’s subscription fee in connection with the subscription to the Service whereupon the subscription fee shall be charged every month in advance.

Any possible additional services ordered by the Customer will be charged from the Customer in arrears together with the monthly base subscription fee. Applicable value added tax and other duties will be added to the prices unless the prices are specified VAT inclusive.

The debited subscription fee or the fees for any additional services are not refundable unless otherwise decided by Yemma at its sole discretion.

Payment by credit card

Payment of the subscription fee shall be conducted with a valid credit card by submitting the relevant credit card information, as required in the Service, in connection with the Order. If a payment cannot be charged successfully, due to e.g. expiration of the registered credit card or insufficient funds and the Customer does not provide Yemma with valid credit card information, Yemma has the right to suspend the Customer’s access to the Service until valid credit card information has been provided by the Customer.

The applicable subscription fee for the Service will be charged from the Customer’s credit card. The date of the charging shall be defined on the basis of the date of the commencement of the subscription to the Service (after the free trial-period, if applicable). In some cases, the payment day may change, for example if it has not been possible to charge the Customer’s subscription fee due to insufficient funds.

Payment by invoices

After the conclusion of an invoicing agreement between Yemma and the Customer, payment shall be made by the Customer against invoices issued by Yemma. Yemma shall invoice the agreed base subscription fee three months in advance together with possible additional services already ordered. The payment term is 14 days net from the date of invoice. Notices relating to invoices or payments hereunder shall be given in writing within 7 days from the date of receipt of the relevant invoice.

Interest on overdue payments shall accrue according to the Finnish Interest Act. The Customer shall be responsible for the reasonable costs incurred by Yemma when collecting overdue fees.

Without prejudice to its other rights, Yemma may temporarily disable the Customer’s access to the Service in the event the Customer has overdue payments in excess of 30 days.

Customer’s obligations and rights

When subscribing to the Service, Customer shall provide true, accurate and complete information as prompted by the Order and update such information when required. Please note that this Agreement only covers the Service and the use thereof and any and all linked third party services and platforms are provided by the relevant third parties and covered by their terms of service or other agreement or license. Yemma does not assume any liability in regard to use of such third-party services and platforms, whether or not they are linked to the Service.

Use restrictions

Customer is not permitted and not entitled to permit the Users or any other parties to do any of the following:

  • copy, redistribute, reproduce, record, transfer, perform or display to the public, broadcast, or make available to the public any part of the Service, or otherwise make any use of the Service which is not expressly permitted under the Agreement or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Service or any part of it or any other intellectual property rights of third parties;
  • use the Service in any manner that could damage, disable, overburden or impair the Service;
  • use any data mining, robots, scraping, or similar data gathering or extraction methods;
  • sign up for an account on behalf of someone else;
  • use, sell, rent, transfer, license or otherwise provide anybody with the Service, except as provided herein;
  • interfere with other Customers’ or Users’ use and enjoyment of the Service;
  • circumvent or try to circumvent any usage control or anti-copy functionalities of the Service;
  • reverse engineer or decompile the Service or access the source code thereof, except as permitted by law;
  • use the Service for transmitting any unauthorised advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, or any other form of solicitation or mass messaging;
  • use the Service in violation of applicable law;
  • use the Service in ways that violate intellectual property rights, business secrets or privacy of third parties;
  • use the Service to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment;

Indemnification

Yemma will defend Customer against any claim that the Service infringes the intellectual property rights of a third party and pay any damages finally settled or awarded in a trial to the third party with respect to any such claim, provided that Yemma is notified promptly in writing of the claim and given sole control of the defense and all related settlement negotiations in relation to the claim as well as reasonable assistance and necessary authorisations from Customer to defend or settle the claims on behalf of Customer.

At any time, if Yemma reasonably deems that any part of the Service infringes the intellectual property rights of any third party, Yemma has the right at its own expense to (i) modify/replace the Service to eliminate the infringement in such a manner that the modified Service complies with this Agreement, or (ii) procure to Customer a right to use the Service. If none of the aforementioned alternatives are reasonably possible, Yemma shall have the right to terminate this Agreement and Yemma shall refund to Customer the prices paid for the Service by Customer less the price corresponding the time Customer has been able to use the Service in accordance with this Agreement.

Yemma shall, however, not be liable for any infringement or claim thereof in the event the claim (i) is made by any affiliates of Customer; (ii) has resulted from Customer’s or Customer’s supplier’s or User’s use or modification of or addition to the Service; (iii) could have been avoided by using the latest version of the Service provided by Yemma; or (iv) is not related to the Service or any part of the Service for which Yemma is not responsible for pursuant to this Agreement or statutory requirements.

This section contains Yemma’s entire liability and Customer’s sole and exclusive remedy in case of intellectual property rights infringements.

Customer shall indemnify, defend, and hold Yemma harmless from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any breaches of this Agreement by Customer, Customer’s personnel and/or Users.

Customer Data

Customer data shall mean all Customer’s data that a User submits to the Service (“Customer Data”) or the data Customer submits to a third-party service or platform which might be accessed by the Service, subject to and on the basis of the permissions or consents Customer has granted.

Customer agrees that Yemma does not assume any liability or responsibility in respect to any Customer Data, with the exceptions relating to Personal Data as set forth in Section Data Processing below. Customer shall at all times ensure that Customer Data does not infringe any third party intellectual property rights or violate any applicable laws or legislation. Customer shall not upload any illegal, offensive, threatening, libellous, defamatory, or otherwise inappropriate data to the Service. For clarity, Yemma is not responsible and shall not be held liable for any Customer Data, nor does it endorse any opinion contained in any Customer Data.

Aside from the rights specifically granted herein, Customer retains ownership of all rights, including intellectual property rights, in the Customer Data.

Data Processing

In order to provide the Service, Yemma may process personal data on behalf of the Customer as a data processor for the purposes of providing the Service.

Yemma processes certain personal data also as a data controller. Such personal data includes, inter alia, data of the Customer’s contact persons, invoicing details and other personal data of Customer’s contact persons which Yemma processes in order to maintain the customer relationship. The requirements relating to the personal data Yemma processes as data controller are set out in our Privacy Policy available on Yemma’s website.

In this section, “Personal Data” refers to any information relating to an identified or identifiable natural person the Customer enters into the Service and Yemma processes on behalf of the Customer in the course and within the scope of providing the Services.

In connection with the use of the Service, the Customer may transfer various data to Yemma for processing on behalf of the Customer. Such data might include Personal Data. The Customer shall be considered as the sole data controller and Yemma as the sole data processor with respect to such data. The following terms and conditions set forth in this section concern the data processing activities of Yemma as a data processor with respect to the Personal Data it processes on behalf of the Customer.

General requirements relating to processing of Personal Data The Customer shall be responsible for the lawful collection, processing and use, and for the accuracy of the Personal Data, as well as for preserving the rights of the individuals concerned. If and to the extent legally required, the Customer shall inform the individuals concerned regarding the processing of their Personal Data by Yemma and shall obtain their consent if necessary.

The Personal Data processed by Yemma on behalf of the Customer may include e.g. Personal Data of the Customer’s employees and end-customers of Customers or any other data subjects, such as contact details and image and likeness of the afore mentioned data subjects. The Customer acknowledges that due to the nature of the Service, Yemma cannot control and has no obligation to verify Personal Data the Customer transfers to Yemma for processing on behalf of the Customer when the Customer uses the Service. The Customer ensures that the Customer is entitled to transfer the Personal Data to Yemma so that Yemma may lawfully process the Personal Data on behalf of the Customer in accordance with this Agreement.

Yemma shall not use Personal Data for any purpose other than that of rendering and providing the Service and will not assert liens or other rights over or sell or disclose the Personal Data to any third parties, without the Customer’s prior written approval. Yemma shall process Personal Data in accordance with this Agreement and documented instructions from the Customer. The Customer’s instructions must be commercially reasonable, compliant with applicable data protection laws and consistent with this Agreement. Yemma shall not be obliged to verify whether any instructions given by the Customer are consistent with applicable laws, as the Customer is responsible for such compliance verification of its instructions. However, if Yemma detects that any instruction given by the Customer is non-compliant with the requirements of any data protection legislation applicable to Yemma’s operations, Yemma shall inform the Customer in writing.

Yemma and the Customer shall comply with the EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“Regulation”) and any applicable European or foreign data protection laws as amended, as well as data protection authorities’ orders and guidelines.

Yemma and the Customer shall implement and maintain appropriate technical and organizational security measures to protect the Personal Data within their area of responsibility, in order to safeguard the Personal Data against unauthorised or unlawful processing or access and against accidental loss, destruction or damage. Such measures include where necessary and appropriate, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons the following measures:

  • access right controls to systems containing Personal Data;
  • the pseudonymisation and encryption of Personal Data;
  • the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
  • the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;
  • a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

Yemma’s assistance obligations

To respond to requests from individuals exercising their rights as foreseen in applicable data protection law, such as the right of access and the right to rectification or erasure, the Customer shall primarily use the corresponding functions of the Services, such as the control panel of the Service. Yemma shall provide the Customer with commercially reasonable assistance, without undue delay, taking into account the nature of the processing. Yemma shall further provide the Customer with commercially reasonable assistance in ensuring compliance with the Customer’s obligations to perform security and data protection assessments, breach notifications and prior consultations of the competent supervisory authority, as set out in the applicable data protection law, taking into account the nature of the processing and the information available to Yemma. In case such assistance requires extensive measures from Yemma, the Customer shall pay additional reasonable remuneration to Yemma for handling such assistance requests.

In addition, Yemma shall, and shall procure that its personnel (including its subcontractors’ personnel) shall:

  • only process Personal Data in accordance with the Customer’s written instructions and not for Yemma’s own purposes;
  • ensure that individuals processing Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

Transfers of Personal Data

The Customer accepts that Yemma may have Personal Data processed and accessible by its subprocessors outside the Customer’s country of domicile to provide the Service. In case the processing is subject to any EU data protection law and Personal Data is transferred from the European Economic Area (“EEA”) to a subprocessor for processing in any country outside the EEA that is not recognized by the European Commission as providing an adequate level of protection for personal data, Yemma provides for appropriate safeguards by standard contractual clauses, adopted or approved by the European Commission and applicable to the processing by the non-EEA subprocessor or by any other appropriate safeguard as foreseen under Regulation.

Audits

The Customer shall have the right to audit the facilities and processing activities of Yemma under this Agreement to examine the level of protection and security provided for Personal Data processed under this Agreement and to assess the compliance of Yemma with the terms and conditions relating to Personal Data set out herein. Each Party shall bear its own costs for any such audit.

Where an audit may lead to the disclosure of business or trade secrets of Yemma or threaten intellectual property rights of Yemma, the Customer shall employ an independent expert to carry out the audit, and the expert shall agree to be bound to confidentiality to Yemma’s benefit.

Subprocessors

General authorization

The Customer gives its general authorization to allow Yemma to involve Yemma’s affiliated companies and other subcontractors as subprocessors to process Personal Data in connection with the provision of the Service, to the extent such appointment does not lead to non-compliance with any applicable law or Yemma’s obligations under this Agreement. Yemma ensures that the involved subprocessors are properly qualified, will be under a data processing agreement with Yemma, and comply with data processing obligations similar to the ones which apply to Yemma under this Agreement. Yemma shall be liable towards the Customer for the processing of Personal Data carried out by Yemma’s subprocessors.

Change of subprocessor

Yemma is free to choose and change its sub processors. Upon request, Yemma shall inform the Customer of subprocessors currently involved. In case there is a later change of subprocessor (addition or replacement), Yemma shall notify the Customer of such change. In case the Customer objects such change of subprocessor on reasonable grounds, the Customer has the right to request change of the subprocessor. If Yemma is not willing to change the subprocessor the Customer has objected, the Customer shall have the right to terminate the Service and this Agreement.

Breaches

Yemma shall, without undue delay after having become aware of it, inform the Customer in writing about any data breaches relating to Personal Data and any other events where the security of Personal Data processed on behalf of the Customer has been compromised. Yemma’s notification about the breach to the Customer shall include at least the following:

  • description of the nature of the breach;
  • name and contact details of Yemma’s contact point where more information can be obtained;
  • description of the measures taken by Yemma to address the breach, including, where appropriate, measures to mitigate its possible adverse effects.

Deletion and return of Personal Data

Yemma shall not take any action to intentionally erase any Personal Data processed on behalf of the Customer, without the Customer’s explicit request.

Personal Data shall be processed under this Agreement until the Customer has ceased to use the Service.

Within a reasonable time after the termination or expiry of this Agreement, or after the Customer has permanently ceased to use the Service, Yemma shall permanently delete Personal Data from its storage media, except to the extent that Yemma is under a statutory obligation to continue storing such Personal Data. On the Customer’s request, Yemma shall confirm the deletion in writing. The obligation to delete Personal Data shall not apply to Personal Data contained in regular back-up copies of comprehensive datasets from which the individual deletion of Personal Data would not be possible without significant efforts or costs.

Confidentiality

The Parties may exchange confidential information during the performance of this Agreement. Confidential information shall mean any information which is marked as confidential or which should be understood as confidential, irrespective of its form of storage or disclosure. All confidential information shall remain the property of the disclosing Party and the receiving Party shall keep confidential and refrain from using such confidential information otherwise than for the purposes of this Agreement, during the term of this Agreement and after the termination of this Agreement. For the avoidance of doubt, any information of or relating to a Party or that Party’s personnel, suppliers, contractors, customers or end-users, which information is obtained or detected by the other Party or processed or generated in the course of providing or receiving the Service shall be deemed confidential information of that Party.

Each Party shall promptly upon termination of the Service cease using confidential material and information received from the other Party and use reasonable means to destroy such material. Each Party shall, however, be entitled to retain the copies required by law or regulations.

Intellectual Property Rights

All intellectual property rights to and in the Service as well as intellectual property rights pertaining thereto are exclusive property of Yemma or its licensors with all rights reserved. All intellectual property rights to the content uploaded into the Service by or on behalf of the Customer will remain the exclusive property of the Customer or its licensors.

Customer agrees not to resell the Service or redistribute or transfer the Service. All intellectual property rights relating to the provision of the Services, including suggestions for improvements made by the Customer will remain the exclusive property of Yemma or its licensors.

Warranty

Except as specifically provided under this Agreement, the Service is provided "as is" and with the functionalities available at each time without warranty of any kind, either express or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose.

Limited Liability

Yemma will not be liable for indirect damage or consequential damages caused to the Customer. Yemma’s total aggregate liability under or in connection with this Agreement shall be limited to the aggregate subscription fees paid by the Customer for the Service for the last six (6) months preceding the occurrence for which damages are claimed. These limitations will not apply to damage caused by willful misconduct or gross negligence. In order to be valid and enforceable, all claims for damages must be made within 30 days from the date the damage was or should reasonably have been noticed by the Customer.

Assignment and Third-Party Benefits

Yemma may assign the Agreement in whole or in part to another group company or in connection with the trade sale or transfer which includes the provision of the Service. The Customer may assign the Agreement to a third party with Yemma's prior written consent which Yemma will not unreasonably withhold. The Agreement will not create any third-party beneficiary rights in any third party.

Temporary Suspension

If the Customer has breached the provisions of the Agreement or Yemma has a justifiable reason to believe such a breach exists, Yemma may temporarily suspend the provision of the Service.

Termination for Convenience

The Customer may terminate the Agreement for any reason at any time. The Service will be discontinued after the already charged subscription has ended. If the Customer has ordered any additional services or the subscription tier has been changed to a higher subscription tier during the ongoing subscription period, Yemma will charge the applicable fees and prices on the Customer’s credit card or by issuing an invoice after the Agreement has been terminated and the Service discontinued. Yemma may terminate the Agreement for any reason by issuing 30 days’ written notice to the Customer.

Termination for Cause

Either Party may terminate the Agreement with immediate effect if the other Party has materially breached the provisions of the Agreement.

Transition Service

Yemma will provide the Customer with transition services in order to enable the Customer to transfer the Customer Data to another service provider. The Customer must order the transition services before the termination of the Agreement. The description of the transition services and applicable prices are provided by Yemma's customer service upon request.

Entire Agreement and Amendments

The Agreement constitutes the entire agreement and supersedes all previous commitments between the parties in respect of the provision of the Service. All amendments to the Agreement must be made in writing. Yemma may modify this Agreement by notifying the Customer in writing, such as by e-mail or by posting a revised document version on Yemma's website.

Non-Waiver

A failure by either Party to enforce any provision of the Agreement will not be deemed to constitute a present or future waiver of such provision. All waivers must be made in writing.

Force Majeure

Force Majeure is an event that prevents, or makes unduly difficult, the performance of the Service or the fulfilment of the provisions of the Agreement, such as war, rebellion, natural catastrophe, general interruption in energy distribution or telecommunications, fire, strike, embargo, or another equally significant and unforeseen event independent of the parties. Each Party shall be entitled to suspend its duties without liability thereof in case of Force Majeure affecting the Party either directly or through its subcontractor.

Severability

Should any provision of the Agreement be declared unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect to the fullest extent permitted by law. The Parties shall attempt through negotiation in good faith to replace the unenforceable provision with such provisions that correspond as closely as possible to the original intention of the Parties.

Governing Law and Arbitration

The Agreement will be governed by the substantive laws of Finland, with the exception of any conflict of law principles. Any and all disputes, which the Parties fail to settle amicably, arising out of or relating to the Agreement will be finally settled by arbitration in English language in accordance with the Rules of the Arbitration Institute of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland.

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