HeadQ Terms of Service
Version: April 6, 2022
Visit this page regularly for any updates to these terms and conditions.
Service provider and contact details
Business ID: 3267191-7
VAT ID: FI32671917
Malmin raitti 17 C
Description of the service
The service is an online ecommerce platform for sale of business-to-business products and services. For detailed applicable services descriptions, contact HeadQ or visit HeadQ’s website.
Contracts concluded through the service
Any contract concluded through the service is concluded directly between the customer and the party who purchases products or services through the service. HeadQ is not a party to such a contract even if it provides a platform for the sale. The customer is the seller of record for products and services sold through the service and solely responsible to its clients for fulfilling all seller’s contractual obligations.
Changes to service and these terms
HeadQ develops the service continuously, so HeadQ retains the right to make changes to these terms and to the service. HeadQ notifies customers of significant changes to the terms or to service by informing users by email, by publishing the terms on its website or via the service or in some other manner, as HeadQ considers suitable. Changes become effective on the notified date, unless otherwise provided. If the change concerns pricing or significant changes in the features of the service, HeadQ aims to notify at least one month prior to the change. Unless a specific effective date has been given for the change, the change becomes effective when it has been made. By continuing to use the service after the change the customer accepts it. If the customer does not accept the changes, it must terminate the agreement by written notice prior to the changes becoming effective and stop the use of the service.
Use of service and limited license
HeadQ grants the customer, subject to these terms, a limited, non-exclusive, personal and non-transferable license to use the service for the customer’s internal business purposes. The customer (including its users) agrees to use the service according to these terms and applicable laws. If HeadQ has reason to believe that the customer or a user has not followed these terms or the applicable laws, HeadQ may delete or limit the user rights or conduct other means it considers necessary.
General obligations of the customer
The customer agrees to
- comply with these terms and conditions, good business practice and the applicable laws when using the service for selling its products and services to its own customers;
- not to use the service for fraudulent, criminal or illegal activities;
- comply with applicable data protection laws when processing the personal data of its own customers;
- include adequate, correct and truthful information of the products and services it promotes and sells through the service;
- fulfill its contractual obligations insofar as it concludes contracts with customers through the service;
- keep and maintain accurate records of transactions as required by applicable accounting and tax laws and regulations; and
- to be responsible for the administration and payment of employer, tax and other applicable public law obligations related to its activities.
A customer and a user cannot (a) use or try to use another user’s account without his/her and HeadQ’s permission; (b) copy, modify or create derivative works of the service, it’s content or technology relating to it; (c) reverse engineer, decompile, disassemble or otherwise try to derive the source code of the service or its technology; (d) remove any intellectual property right notices from the service; (e) create a user account by using another person’s personal data or otherwise incorrect or fake data; (f) transfer his/her account to another user without HeadQ’s prior written consent; (g) sell, resell or otherwise provide the license to use the service to a third party without HeadQ’s prior written consent.
Registration and user accounts
A customer receives a right to use the service throughout the term when concluding an agreement for the use of the service and registering a user account. The use of the service requires that a customer (e.g. a company or other legal entity) concludes an agreement with HeadQ relating to the use of the service and the account is registered and user names created for the service. The number of the users and the features included in the service may depend on the agreement and subscription level. During the registration HeadQ must be provided with required details of the user(s) and the customer organization. The customer is responsible for giving accurate and truthful information and updating the information when necessary for creating and maintaining a user account in the service. Login and password details are always personal.
The customer must make sure that its users maintain the login and password details in a secure manner. Login and password should never be provided to anyone else and a person should never use another person’s or another customer’s login and password. If the customer or a user believes or knows that the confidentiality of his/her login and password has been compromised, he/she should inform HeadQ without delay. HeadQ has the right to delete or limit user access, if HeadQ justifiably believes that the confidentiality of the user account has been compromised or the user does not follow these terms or otherwise acts in bad faith.
A party shall not disclose to anyone any confidential information received from the other party and may not use such information for any other purpose than for furthering its obligations under an agreement. A party shall limit access to the confidential information received from the other party to such of its employees or subcontractors as may be directly involved in the subject matter of an agreement and to no other employees. These confidentiality obligations shall remain valid for five (5) years after termination or expiration of an agreement.
Data security, personal data and privacy
HeadQ aims to ensure that the data security of the service is on an industry standard level.
Protecting the privacy of customers, users and other personal data processed in the service is important to HeadQ. As a data controller, HeadQ collects and uses personal data in accordance with its privacy principles. HeadQ’s privacy policies are available at: www.HeadQ.io, visit the pages regularly for any updates.
If HeadQ is considered in its performance of contractual obligations a data processor in relation to its customer, the data controller (as defined in the EU General Data Protection Regulation), then HeadQ Data Processing Terms are also applied and considered an integral part of an agreement between HeadQ and the customer.
Additional terms for international transfers of personal data: To the extent that customer transfers personal data from outside the EU/EEA to HeadQ, the standard contractual clauses published by the EU Commission (hereinafter the “EU SCCs”) shall be incorporated by reference and form an integral part of the agreement with customer as “data exporter” and HeadQ as “data importer”. For the purposes of the EU SCCs: (i) the module two (controller to processor) terms shall apply and modules one, three and four terms are deleted; (ii) in Clause 9 of the EU SCCs, Option 2 shall apply; (iii) in Clause 11 of the EU SCCs, the optional language is be deleted; (iv) in Clause 17 of the EU SCCs, Option 1 shall apply and the EU SCCs shall be governed by the substantive laws of Finland; (v) in Clause 18(b) of the EU SCCs, disputes shall be resolved before the district court of Helsinki, Finland; and (vi) the Annexes of the EU SCCs shall be populated with the information set out in the HeadQ DPA, including its annexes. If and to the extent the EU SCCs conflict with any provision of the agreement or the HeadQ DPA regarding the transfer of personal data from customer to HeadQ, the EU SCCs shall prevail to the extent of such conflict.
Content entered or created by the customer
If a customer or any of its users enter or create content in the service while using it, the intellectual property rights relating to such content are owned by the customer or applicable user. However, HeadQ has a right to use the content for providing the service to the customer, for developing the service or for any other reasonable business purpose of HeadQ. HeadQ has also a right to use and publish aggregate, statistical and anonymous data from content entered by a customer or otherwise relating to customer’s use of the service, provided that a person cannot be identified from the material created and published by HeadQ.
The customer undertakes that the information provided and entered by it to the service is true, accurate, up-to-date, adequate and in accordance with applicable laws and that it does not violate any third party rights. The customer also undertakes to update the information as necessary or at the request of HeadQ, if HeadQ finds any deficiencies in it. For a justified reason, HeadQ has a right to delete, modify or restrict the content entered by the user into the service.
Intellectual property rights
The service (including any customer-specific modifications, updates and bug fixes) and content relating to it are protected by copyright and other intellectual property right laws and are and shall remain the sole and exclusive property of HeadQ or its licensors, as the case may be. Other intellectual property rights, such as trademarks, patents, designs or trade secrets, may as well relate to the service, which also belong to HeadQ or its licensors. No intellectual property rights are transferred from HeadQ to the customer, the customer is only granted a limited license to use the intellectual property relating to the service in its internal operations in accordance with these terms.
Using the service
Use of the service requires a browser and an internet connection as well as a suitable device, such as a computer. Even if the service has been tested on different devices, browsers and operating environments, HeadQ cannot provide any warranties that the service will function error-free on all possible devices, browsers and operating environments.
The customer is responsible at its own cost to acquire and maintain necessary devices, software and internet connections required for the use of the service. HeadQ does not guarantee that the application can be used specifically with the customer’s device, software and internet connection. HeadQ is not responsible for the possible outages or disconnections of the service for instance due to updates, technical issues or problems or other similar reasons. HeadQ is not responsible for any damages caused by or relating to use or inability to use the service.
Warranties; Information in the service; Limitation of HeadQ’s liability
Even if HeadQ has used great care in developing and maintaining the service, HeadQ cannot provide any warranties that the service would operate error-free. The service is provided to the customer on an “AS IS” and “AS AVAILABLE” basis. Furthermore, HeadQ does not represent or warrant that the service is fit for the customer’s specific purposes. The customer uses the service at its own risk and it should evaluate prior to use of the service whether the service is fit for the customer’s intended purpose or not.
HeadQ’s aggregate, cumulative maximum liability arising out of or relating to breaches of contract, tort, warranty or otherwise shall in no event exceed the total sum paid by the customer for use of the service within the three (3) month period prior to making first claim for damages or monetary compensation.
Any damages or monetary compensation must be claimed by the customer no later than three (3) months after the customer became aware of the cause for the claim, with the risk of otherwise losing its right to claim any damages or monetary compensation based on breaches of the agreement.
HeadQ is not liable to the customer for any indirect, special, consequential or punitive damages or administrative fines (including loss of revenue or profit, business losses, business interruptions and loss of data) caused by violation of an agreement or these terms, or by use of or inability to use the service. Furthermore, HeadQ is not responsible for any claims made by or damages suffered by third parties.
These limitations of HeadQ’s liability are applied to the fullest extent permitted by mandatory provisions of applicable laws.
HeadQ performs normal development and maintenance work for the service. Due to this, HeadQ is entitled to temporarily restrict or limit the use of or access to the service. HeadQ aims to schedule the maintenance updates in a manner that causes as little harm to the customer as reasonably possible. HeadQ is not responsible for any damages or harm caused by interruptions in the use of the service. HeadQ notifies the customer of planned changes or interruptions in the service in a manner as it considers appropriate. All maintenance and support work are by default performed remotely from HeadQ’s location on weekdays during normal business hours. HeadQ makes backup copies and deletes data contained in the service in accordance with its normal IT and data retention policies.
Prices and payments
Prices for the service in force at the time of concluding the agreement are described in the agreement between HeadQ and the customer. If the parties have not agreed on prices, HeadQ’s price list valid at the time of concluding the agreement shall apply. The payable prices and fees for the service may depend on the amount of users and features or functions included in the service.
HeadQ is entitled to update prices by providing at least two (2) month’s advance notice to the customer. If the customer does not accept the price increase, it may terminate the agreement in writing by using one (1) month’s notice period.
Unless otherwise notified, value added taxes are not included in the prices and fees, which shall be added and payable by the customer in accordance with applicable laws.
All payments for the services shall be made in euros to an account specified by HeadQ, unless the parties agree otherwise.
The service fees are invoiced on a monthly, quarterly, semiannual or annual level. The payment term is fourteen (14) days from the date of invoice. The interest rate for delayed payments is 11 % per annum.
Term and termination
Unless otherwise agreed, an agreement regarding the use of the service is in force and valid until terminated by a party by providing at least one (1) month’s written notice to the other party.
HeadQ may also terminate the agreement with immediate effect, if customer does not pay the applicable service fees, or if the customer becomes insolvent or goes bankrupt, or if the customer uses the service in violation with these provisions, the applicable laws or good business practice. A party is also entitled to terminate an agreement in whole or in part in the event that the other party fails to comply with any material term of an agreement or these terms, provided that such failure is not cured, to the extent the failure is curable, within fourteen (14) days after the notice of the breach was provided.
When the agreement relating to the use of the service is terminated or expires, terminates or expires also the right to use the service. The terms and conditions of an agreement which by their nature and purpose are intended to survive termination, shall survive any termination or expiration of an agreement.
Applicable law and dispute resolution
The agreement, these terms and the use of the service are governed by the laws of Finland, without regard to its conflict of laws rules and principles.
Any dispute arising between the parties will be settled by amicable settlement. Failing amicable settlement within thirty (30) days of the dispute being referred to the settlement, the dispute will be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce by one (1) sole arbitrator appointed in accordance with those Rules. The arbitration shall be held in Helsinki, Finland and the arbitration proceedings shall be conducted in English. The Parties agree to keep confidential all information, documents and material relating to the arbitral proceedings as well as the arbitration award. HeadQ shall, however, have the right to bring up any claim, related to an Agreement and based on a due receivable from the customer, in the district court where the customer is domiciled or in any other district court in customer’s jurisdiction.
HeadQ is entitled to employ subcontractors to fulfill its obligations under an agreement and it is liable to the customer for all acts of its subcontractors as for its own acts.
HeadQ shall not be deemed to be in breach of an agreement, or otherwise be liable to customer, for any failure to perform, or any delay in performance, caused by a reason beyond HeadQ’s control (force majeure events).
Unless otherwise agreed, a party does not have the right to transfer an agreement or rights and obligations related to it, entirely or partly, to a third party without the other party’s prior written acceptance. However, a party may assign an agreement or rights and obligations related to it without the other party’s acceptance in connection with any merger, sale of business or similar transaction.
These terms and the additional agreed upon terms in an agreement contain the entire agreement between the parties and supersede all prior communication, discussions and agreements relating to the subject matter.
Third party services