General Terms and Conditions

General Terms and Conditions
© 2020 Playvation Ltd.

 

 

1 Parties These General Terms and Conditions (“T&C”) shall apply between:

 

1.1 Playvation Ltd. (“Playvation”, “we”, “our” or “us”), a company incorporated and registered in Finland whose registered office is at Playvation Oy, Lapinlahdenkatu 16, FI-00180 Helsinki, and

 

1.2 a legal person (“Subscriber”, “you” or “your”) subscribing to the Moomin Language School service. hereinafter referred to jointly as “Parties”, individually as “Party”.

 

 

2 Background & Purpose

 

Playvation develops, provides and sells a digital service (the “Service”) aimed at teaching kindergarten and primary school aged children a foreign language. The Service includes educational learning application software (the “Application”), a website for user management (the “Admin Portal”) and pre-made plans for the teacher-led social group sessions (the “Playful Lessons”). The purpose of these T&C are to agree upon the terms and conditions governing the sales and provision of the Service between the Parties (the “Purpose”).

 

3 Definitions

 

”License” means an individual, limited right to use the Service granted to the end user.
”End User” means any natural person using the Application, Admin Portal, Playful Lessons, or any part thereof.
”Subscription” means the agreement under which the Licenses are granted to the Subscriber.
“Seller” means the selling party of the Subscription agreement. For avoidance of doubt, Seller may refer to Playvation or any authorized distributor of Playvation.
“Privacy Policy” means the selling party of the Subscription agreement. For avoidance of doubt, Seller may refer to Playvation or any authorized distributor of Playvation
“Data Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.
“Data Processor” means the natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Data Controller.
“User Terms of Service” means the contract between Playvation and the End User regarding the terms and conditions to which the End User must abide to agree in order to access and use the Service.

 

4 Agreed Terms

 

4.1 Three types of contracts are available: contracts with monthly payments, quarterly payments, and with a payment once a year. The contract period for all contracts is twelve (12) months. The total monthly, quarterly or annually billable Subscription price is based on the number of Licenses included in your Subscription order.

 

4.2 Annual Contract, Paid Monthly: The first contract period begins as soon as you have activated the student account(s) in our Service. If you cancel within 30 days of your account activation, you won’t be charged. Should you cancel after 30 days of your account activation, you’ll be charged 50% of your remaining contract obligation and your service will continue until the end of that month’s billing period. The first monthly payment will be billed 30 days after the account activation and will be prorated based on the billing start date. Succeeding monthly payments will be billed on the 1st day of each month. For the duration of the contract period, the agreed rate will be charged every month. The contract will renew automatically on your annual renewal date until cancelled. Renewal rates are subject to change, but you will be notified of any changes in your rate with the option to cancel in accordance with these terms. You can at any time during the contract period add Licenses to your Subscription, however this will have no effect on the monthly rate (per License), nor does it affect the contract period. Cancellations and changes to your Subscription can be made by contacting the Seller (please see the Subscription offer or agreement for contact information).

 

4.3 Annual Contract, Paid Quarterly: The first contract period begins as soon as you have activated the student account(s) in our Service. If you cancel within 30 days of your account activation, you won’t be charged. Should you cancel after 30 days of your account activation, you’ll be charged 50% of your remaining contract obligation and your service will continue until the end of that quarter’s billing period. The first quarterly payment will be billed 30 days after the account activation and will be prorated based on the billing start date. Succeeding quarterly payments will be billed on the 1st day of the 1st month of each quarter. For the duration of the contract period, the agreed rate will be charged every quarter. The contract will renew automatically on your annual renewal date until cancelled. Renewal rates are subject to change, but you will be notified of any changes in your rate with the option to cancel in accordance with these terms. You can at any time during the contract period add Licenses to your Subscription, however this will have no effect on the quarterly rate (per License), nor does it affect the contract period. Cancellations and changes to your Subscription can be made by contacting the Seller (please see the Subscription offer or agreement for contact information).

 

4.4  Annual Contract, Paid Annually: The first contract period begins as soon as you have activated the student account(s) in our Service. If you cancel within 30 days of your initial order, you won’t be charged. Should you cancel after 30 days of your initial order, your payment is non-refundable, and your service will continue until the end of your contracted term. You will be charged the annual payment 30 days after the account activation. Your contract will renew automatically on your annual renewal date until cancelled. Renewal rates are subject to change, but you will be notified of any changes in your rate with the option to cancel in accordance with these terms. Cancellations to your Subscription can be made by contacting the Seller (please see the Subscription offer or agreement for contact information). No additional Licenses can be included in your Subscription once your order has been processed.

 

 

5 Intellectual Property Rights

 

5.1 Playvation reserves all intellectual property rights regarding or attached to the Service. No license under any patent, copyright, trademark, trade secret, or other intellectual or industrial property right is granted to or conferred to you in these T&C. The Subscriber shall have no right to use or utilize, commercially or otherwise, the Subscription, Licenses, Service or any part thereof other than for the express purpose of providing language teaching services for the Subscriber’s customers.

 

5.2 The Moomin Language School Service is partly based on characters and other incorporeal rights which belong to Moomin Characters Oy Ltd. Playvation shall use these rights in accordance with a license agreement made with Rights & Brands AB, on behalf of Moomin Characters Oy Ltd. (“Proprietor”). You have no right to use or utilize, commercially or otherwise, any license regarding the use of the Moomin trademark, characters, music or any other aspects relating to said trademark granted to Playvation by the Proprietor or any other third party. Any said use or utilization must be approved in advance by Playvation in writing.

 

5.3 All information collected by or through the Service shall be transferred and remain as a sole property of Playvation.

 

 

6 Personal Data

 

6.1 Playvation complies with all provisions contained in Regulation (EU) 2016/679 General Data Protection Regulation and any local legislation concerning the processing of personal data.

 

6.2 The Data Controller pursuant to processing the End Users’ Personal Data shall be the Subscriber.

 

6.3 The Data Processor pursuant to processing the End Users’ Personal Data shall be Playvation.

 

6.4 Playvation shall have the right to transfer and assign, in whole or in part, any Data Processing tasks or duties to third parties, provided that:

i. such data processing complies with the Privacy Policy; and

ii. such third parties are bound by confidentiality undertaking

 

6.5 Each Party must ensure that all Personal Data processing by itself or its employees, representatives, sub-contractors or any other natural or legal person acting for or on behalf of said Party is performed strictly in accordance with any and all local legislations and the Privacy Policy.

 

6.6 Each Party shall be held fully liable for any breaches of local legislations and/or the Privacy Policy by itself or its employees, representatives, sub-contractors or any other natural or legal person acting for or on behalf of said Party.

 

6.7 Each Party is liable for informing the other Party of any found or suspected breaches of the legislations mentioned in Clause 6.1 within 72 hours of said breach.

 

6.8 All End Users are obliged to accept the Privacy Policy.

 

 

7 Reservations and Limitation of Liability

 

7.1 The Service is provided “as is” and “as available”, without express or implied warranty of condition of any kind. However, we endeavour to keep the Service of a high quality. We guarantee that the supply, backup, support and other such elements of the Service are carried out professionally and with care.

 

7.2 We reserve the right to update, add to or otherwise alter the contents of the Service without any prior consent from, or prior notice to, you.

 

7.3 We aim to keep disturbances in the Service to a minimum. In order to maintain and develop a high quality educational experience, however, we must from time to time update the Service, during which time the Service or parts thereof may not be available for use. We aim to have such interruptions at such times when it is of least disturbance. We accept no liability for damages caused by interruptions in the Service.

 

7.4 We accept no liability for damages, financial or otherwise, caused by disturbances in the data, electricity or other networks.

 

7.5 We accept no liability for any claim for damages or bodily injury, sickness, disease, or death or damage to personal property or real property, infringement of intellectual property or any losses and expenses, including but not limited to legal fees, arising out of the performance of our contractual or other duties relating to or attached to the Service or part thereof, or any act or omission of, or material provided by our agent, employee, representative, sub-contractor or any other natural or legal person acting for or on behalf of Playvation.

 

7.6 We reserve the right to cancel the distribution of the Service at any time and without prior notice if Subscription payments are not made by the Subscriber or due to any breach of these T&C and/or any of the attachments to these T&C. To the fullest extent permitted by applicable law, the End User shall be liable for damages, losses and expenses, whether direct or indirect, caused by or attributable to the End User, that are due to the End User’s breach of the User Terms of Service, any law, or rights of a third party.

 

7.7 Neither Party is liable for damages due to causes beyond their control, including but not limited to an outbreak of an epidemic, natural disasters such as floods, eruptions and earthquakes, labour disputes such as strikes, or any unavoidable accident, war, riot, inability to obtain materials, governmental actions, transportation controls, or embargo.

 

 

8 Other Terms

 

8.1 The use of the Service requires a stable Internet connection and a device that is compatible with the Application and the Admin Portal. The Subscriber is solely responsible for ensuring the Internet connection and the compatibility of the devices (the hardware, the operating system and any supporting or enabling applications such as the Internet browser) necessary to access the Service.

 

8.2 All End Users of the Service are obligated to accept and adhere to the User Terms of Service during their use of the Service.

 

8.3 The Subscriber must ensure that each End User has their own individual License at the time of use.

 

8.4 The Subscriber may transfer the License from one End User to another.

 

8.5 Playvation reserves the right to deactivate any Licenses without prior notification or accepting liability for damages in situations where Subscription invoices remain unpaid or where a clause, or part thereof, contained in these T&C, or any attachment herein, is not fully complied with by the End Users.

 

8.6 The unenforceability of any single clause, or part thereof, of these T&C shall have the effect of deeming said clause, or part thereof, void and shall have no effect on the validity of the rest of these T&C.

 

 

9 Entering into Force, Alterations and Termination

 

9.1 These T&C shall enter into force simultaneously with the respective Subscription agreement and shall remain in force until cancelled in writing by either Party. For avoidance of doubt, termination of the Subscription agreement will consequently also cause the termination of these T&C.

 

9.2 The intellectual property rights referred to in Section 5 and the Governing Law and Dispute Resolution in Section 7 shall remain in force indefinitely, irrespective of the validity of these T&C.

 

9.3 We may from time to time update or amend these T&C without prior consent from, or prior notification to, you. The changes to these T&C come into effect 30 days after they have been published on our website.

 

 

10 Governing Law and Dispute Resolution

 

10.1 These T&C shall be governed by the material laws of Finland, excluding any and all choice of law provisions.

 

10.2 Any dispute, controversy or claim arising out of or relating to these T&C, 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.

 

i. The number of arbitrators shall be one; and

ii. the seat of arbitration shall be in Helsinki; and

iii. the language of the arbitration shall be English.

 

 

2020-03-25
Playvation Ltd
Lapinlahdenkatu 17,
FIN-00180, Helsinki, Finland
Tel. +358 400 420916
info@playvation.com