4 Commercial Terms

4.1 The contract period applicable to the Subscription is twelve (12) calendar months. Your Subscription starts on your contract start date stated in your Subscription and will renew automatically on your annual renewal date (the “Annual Renewal Date”), that occurs every 12 calendar months, until you terminate your Subscription.  

4.2 Should you terminate your Subscription prior to your Annual Renewal Date, your Subscription is subject to an early termination fee (the “Early Termination Fee”). 

4.3 Three types of payment plans are available. You will be invoiced in accordance with the payment plan of your Subscription. Invoicing dates and Early Termination Fees applicable to each payment plan are as follows: 

1. 1. Paid Monthly: you will be invoiced once a month on your monthly invoicing date. You can cancel your Subscription at any time; however, you will be charged 50% of your remaining contract obligation and your Subscription will continue until the end of that month’s invoicing period. 
   2. Paid Quarterly: you will be invoiced every three calendar months on your quarterly invoicing date. You can cancel your Subscription at any time; however, you will be charged 50% of your remaining contract obligation and your Subscription will continue until the end of that quarter’s invoicing period. 
   3. Paid Annually: you will be invoiced annually on your Annual Renewal Date. 

4.4  Your Subscription pricing may be subject to change on your Annual Renewal Date. However, you will be notified of any changes in advance, and you have an option to cancel in accordance with the terms hereunder.  

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&Cs. 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 Processing Purpose

6.1.1 The Subscriber and Playvation agree that the Subscriber is the Data Controller and Playvation is the Data Processor, and that the Subscriber retains control of the Personal Data of its End Users and remains responsible for its compliance obligations under Data Protection Legislation.

6.1.2 The Processor may process the following personally identifiable information (“Personally Identifiable Information”) of the Subscriber’s End Users:

1. 1. name; and 
   2. email; and 
   3. photo; and 
   4. IP address. 

6.1.3 In addition to Personally Identifiable Information, the Processor may process various types of non-sensitive, non-personally identifiable information, including but not limited to the End User’s interactions with our Application, and hardware configuration. 

6.2 Data Processor’s Obligations  

6.2.1 The Processor shall: 

1. 1. implement appropriate technical and organizational measures in such a manner that processing will meet the requirements of Data Protection Legislation and ensure the protection of the rights of the Data Subject, as further set out in this section (Section 6) of these T&Cs; and
   2. process the Personal Data in accordance with the instructions from the Data Controller, unless required to do so by Union or Member State law to which the Processor is subject; in such a case, the Processor shall inform the Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest; and
   3. ensure that persons authorized to process the personal data (such as its employees) have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; and
   4. take the security measures set out in Section 6.3 below; and
   5. assist the Data Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Data Controller’s obligation to respond to requests for exercising the Data Subject’s rights as set out in Section 6.4 below; and
   6. assist the Data Controller in ensuring compliance with the obligations set out in Section 6.5 below (data breach), considering the nature of processing and the information available to the Data Processor; and
   7. at the request of the Data Controller, delete or return all the Personal Data to the Data Controller after the termination or cancellation of the respective Subscription and delete existing copies (unless Union or Member State law requires storage of the Personal Data); and
   8. make available to the Data Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of GDPR and allow for and contribute to audits, including inspections, conducted by the Data Controller or another auditor mandated by the Data Controller; and
   9. assist the Data Controller in ensuring compliance with the requirement to carry out Data Protection Impact Assessments as set out in Article 35 of GDPR, considering the nature of processing and the information available to the Data Processor. 

6.2.2 The Data Processor will promptly comply with any request by or instruction from the Data Controller to process the Personal Data, or to stop, mitigate or remedy any unauthorized processing.

6.2.3 The Data Processor may disclose Personal Data and assign its rights and obligations related thereto to its subcontractors (the “Data Processing Subcontractors”) solely for the purpose of developing and provisioning the Service. Any such disclosure or assignment can only be done on the condition that the Data Processing Subcontractor is bound by written agreement that provides at least the same level of data protection and confidentiality as set out in these T&Cs. 

6.2.4 The Data Processor will keep all Personal Data confidential and not disclose such data to third parties, other than Data Processing Subcontractors, unless specifically authorized in writing by the Data Controller or as required by law. If the Data Processor is required by law, court, regulator, or supervisory authority to process or disclose any Personal Data, the Data Processor will first inform the Data Controller of this and allow the Data Controller to object or challenge the requirement, unless the law prohibits the Data Processor from informing the Data Controller.

6.3 Security

6.3.1 The Data Processor shall, considering 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, implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including as appropriate:

1. 1. the pseudonymization and encryption of Personal Data; and
   2. the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; and
   3. the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
   4. a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. 

6.3.2 In assessing the appropriate level of security, the Data Processor shall take account in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise processed. 

6.4 Responses to Data Subjects

6.4.1 The Data Processor will put in place such technical and organizational measures as may be appropriate to enable the Data Controller to comply with the rights of Data Subjects under Data Protection Legislation, including the right of access, the right to rectification, the right to erasure, the right to restriction of processing, and the right to object to processing. 

6.4.2 If the Data Processor receives any complaint or other communication relating to the processing of the Personal Data or a Subject Access Request from a Data Subject, it must notify the Data Controller as soon as possible after it receives it and in any event within five (5) working days and will provide the Data Controller with all reasonable assistance in helping the Data Controller to reply to such communications. 

6.4.3 The Data Processor will provide the Data Controller with such information as the Data Controller may reasonably require in order for the Data Controller to comply with the rights of Data Subjects under Data Protection Legislation. The Data Processor may not charge an additional amount for fulfilling its obligations under this section (Section 6.4). 

6.4.4 The Data Processor will provide all appropriate assistance to the Data Controller to enable it to comply with any information or assessment notices served on the Data Controller by any supervisory authority under the Data Protection Legislation. 

6.4.5 The Data Processor shall not disclose Personal Data to any third party other than Data Processing Subcontractors and at the Controller’s written request or as set out in these T&Cs or as required by law. 

6.5 Personal Data Breach

6.5.1 If any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable (“Personal Data Loss”), the Data Processor will notify the Data Controller without undue delay (and in any event within 48 hours) after learning of such Personal Data Loss and the Data Processor shall to the extent possible restore any such data at its own expense. 

6.5.2 If the Data Processor becomes aware of any Personal Data Breach, it will notify the Data Controller without undue delay (and in any event within 48 hours) including all relevant information such as: 

1. 1. a description of the nature of the Personal Data Breach or the Personal Data Loss, including the categories and approximate number of both Data Subjects and Personal Data records concerned; and
   2. the likely consequences; and 
   3. a description of the measures taken, or proposed to be taken, including measures to mitigate the impact. 

6.5.3 The parties will co-ordinate and co-operate with each other to investigate any matters arising as contemplated by this section (Section 6.6). 

6.5.4 The Data Processor shall take all reasonable steps to mitigate the effects and reduce the impact of any Personal Data Breach. 

6.5.5 The Data Processor agrees that it shall not (and the Data Controller is solely responsible to): 

1. 1. provide notice of the Personal Data Breach to any Data Subjects, supervisory authorities, regulators, law enforcement agencies or any other third party, except when the Data Processor (as opposed to the Data Controller) is required by law or regulation to provide such notice; and 
   2. offer any type of remedy to affected Data Subjects. 

6.6 Cross-border Data Transfers of Personal Data 

6.6.1 The Data Processor (or any Data Processing Subcontractor) shall not transfer or otherwise process Personal Data outside the European Economic Area (EEA) without obtaining the Data Controller’s prior written consent (except where the Data Processor is required to transfer such data by Union or Member State law, in which case the Data Processor shall inform the Data Controller of such legal requirement before processing takes place, unless any law prohibits such disclosure on important grounds of public interest). 

6.7 Data Deletion

6.7.1 The Data Processor will, on the request of the Data Controller, provide the Data Controller with a copy of or access to the Personal Data in its possession or control in the format and on the media reasonably specified by the Data Controller. 

6.7.2 On termination or expiry of the Subscription agreement, the Data Controller will at least 7 days prior to the date of expiry or termination tell the Data Processor if the Data Controller wants the Personal Data to be deleted. The Data Processor shall follow the Data Controller’s instructions accordingly. 

6.7.3 If the Data Controller requires the Data Processor to delete certain documents or materials or anything else containing Personal Data, the Data Processor shall certify in writing that it has so deleted or destroyed the Personal Data within 3 days of doing so. 

6.8 Audit

6.8.1 The Data Controller (and any third-party representatives) may audit the Data Processor’s compliance with its obligations under this section (Section 6) and the Data Processor will give the Data Controller (and its third-party representatives) all necessary assistance and co-operation to conduct such audits.

7 Indemnification

7.1 The Data Controller agrees to indemnify and keep indemnified the Data Processor against all costs, claims, damages, expenses or any other liability (including reasonable professional fees) incurred by the Data Processor due to any failure by the Data Processor or its employees or its Data Processing Subcontractors to comply with any of its obligations under this section (Section 6) or the Data Protection Legislation only if the Data Processor acts according to the Data Controller’s instructions regarding the procedures described in this section (Section 6).

8 Warranties and Liability

8.1 The Service is provided “as is” and “as available”, without express or implied warranty of condition of any kind. However, we endeavor 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. 

8.2 Except for technical issues directly attributable to Playvation, or errors in invoicing, Subscription payments are non-refundable.  

8.3 We aim to keep disturbances in the Service to a minimum. 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.

8.4 We accept no liability for damages, financial or otherwise, caused by disturbances in the data transfer or electric power distribution.

8.5 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.

8.6 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, labor disputes such as strikes, or any unavoidable accident, war, riot, inability to obtain materials, governmental actions, transportation controls, or embargo.

8.7 Pursuant to Data Protection Legislation, Playvation warrants and represents that: 

1. 1. its employees, and any other person or persons processing Personal Data on its behalf, are reliable and trustworthy and have received the required training on Data Protection Legislation; and
   2. it and anyone operating on its behalf will process the Personal Data in compliance with Data Protection Legislation. 

9 Other Terms

9.1 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.

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

9.3 All End Users are obligated to accept the Privacy Policy.

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

9.5 Licenses can be issued and revoked any number of times during the Subscription term, provided that the maximum number of active licenses included in Your Subscription is not exceeded. 

9.6 Playvation reserves the right to cancel the provision of the Service (i.e. suspend or terminate the Licenses) at any time, with immediate effect, and without prior notification in a situation where Subscription payments are overdue, or where a clause, or part thereof, contained in these T&Cs, or any attachment herein, is not fully complied with by the Subscriber or by any End User of the Subscriber.

9.7 In cases where the Subscription is sold by Playvation's authorized reseller, Playvation reserves the right to terminate the provision of the Service (i.e., suspend or terminate the Licenses) immediately and without prior notice if the said reseller fails to make timely payments of the royalties due for the Subscription.

9.8 The unenforceability of any single clause, or part thereof, of these T&Cs 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&Cs.

10 Entering into Force, Alterations and Termination

10.1 These T&Cs shall enter into force in conjunction with the respective Subscription agreement and shall remain in force until the termination date of said Subscription agreement. 

10.2 The termination of the Subscription shall be made by notifying the Seller in writing. Notice period applicable to such cancellation is thirty (30) days. 

10.3 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&Cs.

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

11 Governing Law and Dispute Resolution

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

11.2 Any dispute, controversy or claim arising out of or relating to these T&Cs, 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.

1. 1. the number of arbitrators shall be one; and
   2. the seat of arbitration shall be in Helsinki; and
   3. the language of the arbitration shall be English.

2024-02-12
Playvation Ltd

Mailing address: Promentor, Olarinluoma 7, FIN-02200, Espoo, Finland
Email: info@playvation.com