Terms of Service for Netice Data Transfer Platform

Last updated: January 17, 2025

PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE CLICKING ON THE “ACCEPT” BUTTON AND/OR USING THE SERVICES DESCRIBED BELOW. BY CLICKING “ACCEPT” OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. “YOU” AND “YOUR” REFER TO YOU AND ANY ORGANIZATION YOU REPRESENT. “NETICE,” “WE,” AND “US” REFER TO NETICE OY. AND ITS AFFILIATES.

1. The Services

1.1. Provision of the Services

Netice provides a website at www.netice.fi (“Website”), a software as a service (SaaS) application accessible through the Website (“Application”), and other features or content related to the Website or Application (collectively, the “Services”). These Terms govern your use of the Services.

Netice will determine the equipment, tools, systems, software, and hardware used to provide the Services. Services are provided through Netice’s servers or third-party cloud-based servers at Netice’s discretion.

Subject to payment of applicable fees, Netice will provide support services remotely via email or online forums. These support services are provided “as is” and “as available,” and their implementation is at your own risk.

Netice will use commercially reasonable efforts to make the Services available 24/7, except for planned maintenance and unplanned maintenance, for which Netice will endeavor to provide prior notice.

1.2. Eligibility to Use the Services

By using the Services, you confirm that you are of legal age in your jurisdiction, that your use of the Services complies with all applicable laws and regulations, and that all information you provide is accurate and will be maintained. If Netice believes you are not eligible to use the Services, your account may be suspended or terminated without notice.

1.3. Changes to the Services

Netice reserves the right to modify, suspend, or discontinue any Services at any time without notice or liability. Netice may also change the pricing of its services and charge for currently free services with prior notice.

1.4. Registration Process

Certain Services may require registration. If you choose to register, you must provide accurate and complete information, including your name, email address, and financial information, which will be processed through a secure third-party provider. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.

2. Free Trial and Paid Plans

2.1. Free Trial

Netice may offer a limited free trial of the Services for 30 days or another specified period. Netice reserves the right to modify or terminate the Free Trial at any time without notice. After the Free Trial, your account may be downgraded to an account without a subscription plan with limited functionality unless you subscribe to a Paid Plan.

2.2. Paid Plans and Service Fees

Netice offers several Paid Plans, each with specified usage limits. Subscription periods are billed monthly unless otherwise agreed. Service Fees are generally non-refundable and payable in US dollars through a third-party payment service provider. Netice may revise Service Fees with notice. If you exceed your plan’s usage limits, the Application and services may not fulfill the tasks you have assigned to it. As a B2B company, Netice displays prices with sales tax/VAT excluded and the customer is responsible in claiming the VAT exclusion for the price by providing their business/tax/EU VAT ID in the checkout process, provided that their legislation enables such tax treatment. 

2.3. Overages and Upgrades

If you exceed the allowed usage in your Paid Plan, the Application and services may not fulfill the tasks you have assigned to it. You can upgrade your Paid Plan at any time, with immediate charges for the new plan. Downgrades will take effect from the day of downgrade with prorated pricing for the ongoing subscription period or in the next subscription period and in either case may result in loss of features, service level and/or data.

3. Right to Use the Services

3.1. Limited License

You are granted a limited, non-exclusive, non-transferable license to use the Website, Application, and Services for fair purposes, including those for your own business purposes. You may not use data mining tools or other automated tools to gather data from the Services.

3.2. Restrictions on Use

You agree not to use the Services for illegal, harmful, or offensive purposes. You agree not to do any malicious actions against Netice or its Website, Application or Services that may harm their normal operations. You agree not to exploit any potential weakness in Netice or its services and informaton systems. Netice reserves the right to remove any content or user or organization that violates these Terms and to suspend or terminate your account(s) and to take legal action against such users or organizations.

4. Customer Data

You retain ownership of all data you submit through the Services (“Customer Data”). You are responsible for the legality and integrity of your Customer Data. By using the Services, you grant Netice a license to use, store, and process your Customer Data as necessary to provide the Services.

5. Limitation of Liability Clause

5.1. Acknowledgment of Limitation
By accessing or using Netice’s services (the “Services”), you (“the Customer”) acknowledge and agree to be bound by these Terms of Use, including this Limitation of Liability. This clause forms a legally binding agreement and constitutes an essential condition of your use of the Services. If you do not agree, you may not use the Services. By proceeding to use the Services, you explicitly and irrevocably accept the limitations described herein.

5.2. Maximum Liability Cap
To the fullest extent permitted by applicable law, Netice’s total aggregate liability to the Customer for any and all claims, damages, liabilities, or losses arising out of or related to the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed an amount equal to 12 times the Customer’s average monthly subscription fee paid to Netice during the 12 months immediately preceding the event giving rise to the claim (the “Liability Cap”). If the Customer has not subscribed to the Services for 12 months, the Liability Cap shall be calculated based on the average monthly subscription fee during the actual subscription period.

5.3. Exclusion of Indirect, Incidental, and Consequential Damages
In no event shall Netice be liable for:

• Indirect, incidental, or consequential damages, including but not limited to loss of profits, revenue, business, goodwill, anticipated savings, or data.
• Damages resulting from the Customer’s failure to configure, secure, or manage their systems, credentials, or third-party integrations correctly.

5.4. No Liability for Customer-Side Breaches
Netice shall not be held liable for any breach, loss, or damage resulting from:

• The Customer’s failure to secure access credentials (e.g., SFTP keys, passwords).
• Misconfigurations or improper use of the Services by the Customer or its authorized users.
• Breaches or incidents caused by third parties under the Customer’s control.

5.5. Customer’s Responsibility for Compliance and Risk
The Customer is solely responsible for:

• Ensuring compliance with applicable laws and regulations, including but not limited to HIPAA, GDPR, or similar privacy laws.
• Implementing additional safeguards and operational practices necessary to protect sensitive data.

5.6. Mandatory Acceptance of the Limitation of Liability
The Customer acknowledges and agrees that this Limitation of Liability is a non-negotiable, binding condition for accessing and using the Services. The Customer’s use of the Services constitutes explicit acceptance of this limitation in its entirety.

• No Exceptions: This limitation applies under all circumstances, including breach of contract, negligence, or other legal or equitable claims.
• Entire Agreement: This clause supersedes any prior representations, understandings, or communications, except as expressly agreed in a written agreement signed by both parties.

5.7. Governing Law and Jurisdiction

• Finland: This Limitation of Liability shall be governed by and construed in accordance with the laws of Finland. Any disputes arising under or related to these Terms of Use shall be exclusively resolved in the courts of Finland.
• Worldwide Applicability: For Customers outside Finland, this limitation shall apply to the fullest extent permitted by the laws of the relevant jurisdiction. In the event any provision of this clause is deemed unenforceable in a jurisdiction, the remaining provisions shall remain in full force and effect.

5.8. Priority Over Other Agreements
Where applicable, this Limitation of Liability shall prevail over any conflicting provisions in other agreements or policies unless explicitly stated otherwise in a written agreement signed by both parties. This includes Business Associate Agreements (BAAs) unless the BAA explicitly overrides this clause in writing.

5.9. Indemnification and Responsibility
The Customer agrees to indemnify, defend, and hold Netice harmless from and against any and all claims, damages, and liabilities resulting from:

• Misuse of the Services by the Customer or its users.
• Breaches caused by third-party tools or services under the Customer’s control.
• Regulatory penalties or liabilities arising from the Customer’s failure to comply with applicable laws or regulations.

6. Prohibited Use of Sensitive Personal Data

6.1. Acknowledgment of Prohibited Use
Netice’s services (the “Services”) are not designed, intended, or marketed for the processing, transfer, or storage of Sensitive Personal Data or other highly confidential information. By using the Services, you (“the Customer”) expressly acknowledge and agree to the terms outlined in this section. Netice is not liable for any damages, losses, or liabilities caused by either the Customer’s actions or the Services, if the Customer uses Sensitive Personal Data in violation of these Terms of Service. Netice and its Services do not monitor, inspect, or access the contents of your data, as we are committed to providing a secure platform for automated data transfers without interception. The responsibility for the type of data you transfer lies entirely with you. If you choose to violate these Terms of Service by transferring Sensitive Personal Data as described herein, you alone bear full responsibility and liability for any resulting damages, breaches, or legal consequences. Netice disclaims all liability for any misuse of the Services in this regard.

6.2. Definition of Sensitive Personal Data
For the purposes of these Terms of Use, “Sensitive Personal Data” includes, but is not limited to:

• Protected Health Information (PHI) as defined under HIPAA.
• Personally Identifiable Information (PII) such as:
  • Social Security Numbers.
  • Driver’s license numbers or state identification numbers.
  • Passport numbers.
  • National ID numbers.
  • Financial account numbers, including credit or debit card numbers.
  • Biometric data used for authentication purposes (e.g., fingerprints, voiceprints, retina or iris scans).
• Sensitive Demographic Information, including:
  • Race or ethnicity.
  • Religious or philosophical beliefs.
  • Political opinions.
  • Union membership.
• Healthcare and Genetic Information, including:
  • Medical diagnoses, treatments, or procedures.
  • Genetic or genomic data.
  • Mental health data or counseling records.
• Sexual Orientation and Gender Identity Information.
• Criminal History or Convictions.
• Children’s Data covered under regulations such as COPPA or GDPR’s children-specific protections.
• Sensitive Data under Local Regulations, such as data protected by GDPR, CCPA, or other privacy laws.

6.3. Intended Use of the Services
Netice is designed for general-purpose data transfer and automation that does not involve the processing, transfer, or storage of Sensitive Personal Data. Examples of intended uses include, but are not limited to:

• Transfer of non-sensitive business data, such as product inventory, sales reports, or anonymized datasets.
• Automation of standard file transfers without sensitive PII.

6.4. Sole Responsibility for Unauthorized Use
If the Customer chooses to use the Services for processing or transferring Sensitive Personal Data, including any of the examples listed above, the Customer does so at their own sole risk. By doing so:

• The Customer assumes all responsibility for ensuring compliance with applicable laws, regulations, and security measures required for such data.
• Netice disclaims all liability and responsibility for any loss, breach, or unauthorized disclosure of Sensitive Personal Data caused by the Customer’s misuse of the Services.
• The Customer indemnifies and holds Netice harmless against any claims, damages, or penalties resulting from the use of the Services for Sensitive Personal Data.

6.5. Disclaimer of Liability
Netice shall not be held liable for any damages, fines, penalties, or liabilities arising from the Customer’s use of the Services in violation of this section, including but not limited to:

• Breaches of privacy laws such as HIPAA, GDPR, CCPA, or similar regulations.
• Unauthorized access or disclosure of Sensitive Personal Data.
• Any claims brought by third parties, regulatory agencies, or individuals affected by the improper use of the Services.

6.6. Customer Acknowledgment
By using the Services, the Customer acknowledges and agrees that:

• Netice does not monitor or audit the types of data transferred through its platform.
• It is the Customer’s sole responsibility to ensure that the data being processed or transferred complies with these Terms of Use and applicable laws.
• Netice is not obligated to provide technical or legal support for the handling of Sensitive Personal Data.

6.7. Violations of This Policy
If Netice becomes aware that the Services are being used to process or transfer Sensitive Personal Data in violation of this section:

• Netice reserves the right to suspend or terminate the Customer’s access to the Services without prior notice.
• The Customer shall remain liable for any damages, fees, or penalties incurred as a result of their unauthorized use.

7. Prohibited Use of Any Illegal Data

The Customer is strictly prohibited from using Netice’s Services to transfer, store, or process any data that violates applicable laws, regulations, or the rights of third parties, including but not limited to:

Data obtained through unlawful means.
Copyrighted material used without proper authorization.
Data facilitating illegal activities such as fraud, hacking, or other cybercrimes.
Data associated with child exploitation, trafficking, or other criminal activities.
The Customer bears sole responsibility for ensuring that the data transferred complies with all applicable laws and regulations.

8. Netice’s Proprietary Rights

Netice retains all rights, title, and interest in its technology, Website, Application, and Services. You are not granted any rights to Netice’s intellectual property.

9. Third-Party Providers

Netice uses third-party services to provide the Services. Netice is not responsible for the performance or availability of these third-party services.

10. Privacy

Netice collects and uses personal data in accordance with its Privacy Policy, available at www.netice.fi/privacy-policy-netice-data-transfer-platform.

11. Disclaimer of Warranties

The Services are provided “as is” without warranties of any kind. Netice disclaims all warranties, including those of merchantability, fitness for a particular purpose, and non-infringement. Outside of what is specified under “Limitation of Liability Clause” Netice is not liable for any damages resulting from your use of the Services.

12. Indemnification

You agree to indemnify Netice for any claims arising from your breach of these Terms or your use of the Services.

13. Term and Termination

These Terms remain in effect as long as you use the Services. You may terminate your account at any time. Netice may terminate your account with notice. Upon termination, all rights granted to you will cease.

14. Modifications of Terms

Netice may modify these Terms at any time with notice. Continued use of the Services constitutes acceptance of the modified Terms.

15. Miscellaneous

15.1. Feedback

Any feedback you provide to Netice may be used to improve the Services.

15.2. Use of Your Trademarks

Netice may use your trademarks for promotional purposes, most notably as customer references, however we will naturally refrain from portraying ourselves as You or Your Trademarks.

15.3. Governing Law and Jurisdiction

These Terms are governed by the laws of Finland. Any disputes will be resolved through arbitration in Helsinki.

15.4. Entire Agreement

These Terms constitute the entire agreement between you and Netice regarding the Services.

15.5. Assignment

You may not assign your rights under these Terms without Netice’s consent. Netice may assign these Terms without your consent.

Contact Us:

If you have any questions about these Terms, please contact us at info@netice.fi.