WeldEye Cloud Service Terms
Kemppi Oy (“The Supplier”) shall provide the Customer with the WeldEye – Welding Management System (“WeldEye”) as a subscription-based service from the cloud (the "Cloud Service”) according to the agreement Kemppi and Customer have separately entered into (“the Agreement”). These terms and conditions (“Terms”) govern the Customer’s use of the Cloud Service.
The Supplier shall provide the Customer with the WeldEye upon Activation as specified in Section 3.1.
Upon purchase of agreed cloud subscriptions for the Cloud Service of WeldEye (the “Cloud Subscription”) the Supplier grants to the Customer a right to use the Cloud Service as specified in the Agreement, including possible upgrade package and help desk function. The granted right to use the Cloud Service in accordance with the terms is limited to the validity of the Agreement, and the Agreement does not grant any other right or license, whether express or implied, to the Customer to exploit the Cloud Service in any other manner than expressly specified in the Agreement, its Appendices, these Terms and Kemppi General Terms, and Conditions. All other rights are expressly retained by and reserved to the Supplier.
The Cloud Service is provided “as is”. The Supplier assumes no responsibility or liability for the Cloud Service’s or Software’s functionality or fitness for purpose. The use of the Cloud Service is limited to the number of Cloud Subscriptions and the Cloud Service modules specified in the Agreement and the number of the Customer’s users at any given time may not exceed the number of the Cloud Subscriptions purchased by the Customer and its subsidiaries. The Customer and its subsidiaries may order additional Cloud Subscriptions under the terms and conditions of the Agreement and the current Price List. The Customer is responsible and liable for any use of the Cloud Service under the Customer’s usernames and passwords.
EXCEPT AS EXPRESSLY PROVIDED ABOVE IN THIS CHAPTER 2 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUPPLIER AND ITS SUBCONTRACTORS PROVIDE THE CLOUD SERVICE AS IS. THE SUPPLIER DOES NOT WARRANT NOR GUARANTEE THAT THE CLOUD SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE SUPPLIER WILL CORRECT ALL ERRORS OR FAULTS. TO THE EXTENT PERMITTED BY LAW, THESE LIMITED WARRANTIES ARE EXCLUSIVE IN CONNECTION WITH THE PROVISION OF THE CLOUD SERVICE, AND THE SUPPLIER AND ITS SUBCONTRACTORS MAKE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE CLOUD SERVICE.
3. Activation, Availability, Hardware, and Security measures
The Supplier shall activate and make available the Cloud Service purchased by the Customer in the agreed scope defined in The Agreement. If separately agreed in The Agreement, the Supplier may provide WeldEye-related training and other Services.
The Cloud Service will be available for the Customer through an Internet connection arranged by the Customer and will be hosted on servers appointed by the Supplier. The Cloud Service may not be available in some countries and may be provided only in selected languages. The Customer is aware of and acknowledges that the Customer’s access to the Internet cannot be guaranteed and that the Supplier shall not, under any circumstances, be liable for any deficiencies or errors in the Customer’s own Internet connections and/or network.
If specified in the Agreement, the provision of the Cloud Service for WeldEye may include a selected amount of hardware. The Customer shall be responsible for the connection between the purchased hardware to the Customer’s networks. The Supplier may provide support when connecting first time the purchased hardware to the Customer’s networks and the Supplier shall validate and accept the Customer’s network in writing unless agreed otherwise.
Hardware provided by the Supplier shall be governed by the terms and conditions of the Agreement and a warranty for such hardware is provided in accordance with Kemppi’s warranty policy (available at www.kemppi.com). All hardware provided by Kemppi are CE-marked.
3.4. Security measures
The Cloud Service includes the following security measures: 1) regular back-up of information the Customer has entered into WeldEye; 2) secured server connection; 3) password protection; and 4) virus control.
The backup of data includes one full backup every week. Incremental back-up of the WeldEye file system and database is done daily.
4. Upgrade package
The Supplier may from time to time update the Cloud Service in accordance with reported errors, reported user needs, and/or according to the Supplier’s development plans for the Cloud Service.
5. Support and maintenance services
The Customer is entitled to receive information about the use of the Cloud Service in a form of a support Service. This Support Service is provided to the Customer, provided that the Customer has read any instruction material the Supplier has made available. All support requests may be sent by the Customer by using the Support section available at WeldEye.com.
6. Scope of Cloud Service and prices
Pricing principles and prices are specified in the Agreement and its appendices.
All prices are in Euro (€) (unless the parties have expressly agreed otherwise) and net of any taxes, whether VAT, sales taxes, withholding taxes, or similar.
Direct Costs shall be invoiced upon Activation. Thereafter, the subsequent annual yearly fees shall be invoiced on a quarterly basis.
All prices will be reviewed on an annual basis and are subject to change upon Kemppi’s prior notice, which will be provided to the Customer thirty (30) days prior to possible changed prices becoming effective. If the Customer does not agree to the changed prices, the Customer must cease to use the Cloud Service on the date the changed prices become effective at the latest.
7. Limitation of liability
Section 5 of Kemppi General Terms and Conditions attached hereto as Appendix 2 shall apply to this Agreement.
8. Confidentiality and data protection
All information the Customer enters into WeldEye is information of the Customer.
The Supplier has a perpetual right to use the Customer’s information processed through and by WeldEye for statistical purposes and business and product development purposes, and for the purposes of meeting the Supplier’s obligations under the Agreement and its Appendices. This usage is executed so that the Customer’s identity or detailed information is not disclosed to third parties.
For additional confidentiality terms, section 7 of Kemppi General Terms and Conditions shall apply to this Agreement.
Should the Customer and/or its subsidiaries collect and process any personal data, identification data, or other such data (e.g., location data) (collectively “Customer Group Personal Data”) and insert such initially collected Customer Group Personal Data into WeldEye, the Customer and its subsidiaries shall confirm that they have collected and processed and will collect and process such Customer Group Personal Data in accordance with applicable legislation and regulations and the Data Processing Agreement. The parties agree that the Supplier shall only process the Customer Group Personal Data to the extent necessary to provide the Cloud Service to the Customer and subsidiaries, and only for the purposes, as agreed upon between the Customer and the Supplier, as instructed by the Customer and in compliance with this Agreement. The Supplier shall not be liable for circumstances where an individual makes a claim or complaint regarding the Supplier’s actions to the extent such actions result from instructions received from the Customer and/or its subsidiaries. In addition, the Supplier has a right to use the Customer Group Personal Data processed through and by WeldEye for statistical purposes and business and product development purposes. This usage is executed so that the Customer’s identity or detailed information is not disclosed to third parties.
The Customer acknowledges and agrees that the Supplier’s and its third-party sub-suppliers’ servers may locate also outside the EU and hence, the Customer Group Personal Data may be processed in connection with the provision of the Cloud Service also outside the EU. In the event the Customer is an entity whose domicile is in the EU, the Customer shall, on its own behalf and on behalf of its subsidiaries, enter into the Standard Contractual Clauses Agreement (“SCCA”) with the Supplier.
The Customer shall ensure that the Customer and its subsidiaries are entitled to transfer the relevant Customer Group Personal Data that is initially collected by the Customer and/or its subsidiaries and saved in the Customer’s systems to the Supplier so that the Supplier and its sub-suppliers may lawfully use, process and transfer the Customer Group Personal Data in accordance with this Agreement on behalf of the Customer and/or its subsidiaries.
The Supplier may use sub-suppliers to provide certain Services on its behalf for the Cloud Service.
The duration of the data processing of the Customer Group Personal Data shall be the term of this Agreement.
9. Retrieval of the Customer Data
Upon written request by the Customer made no later than one (1) month prior to the expiration of the agreed expiration or termination date of this Agreement, the Supplier shall make the Customer data stored in the Cloud Service available to the Customer through the Cloud Service on a limited basis solely for purposes of the Customer retrieving the Customer data for a period of forty-five (45) days after such request is received by the Supplier. After said forty-five (45) days period, the Supplier has no obligation to maintain or provide any Customer Data and shall thereafter be entitled to delete all Customer data. However, the Supplier shall not be required to remove copies of the Customer data from its servers or other backup media until such time as the backup copies are scheduled to be deleted.
10. Kemppi General Conditions
Kemppi General Terms and Conditions attached to these Terms are an essential part of and supplement the terms and conditions of this Agreement.
11. Validity and Termination
These Terms shall become effective upon Activation of the Cloud Service and shall continue to be effective until the Agreement is terminated in accordance with this Section 11.
A party may terminate the Agreement by giving written notice to the other party at least six (6) months before the expiration of the Initial Period or any subsequent period, as applicable. The Customer shall pay any accrued fees, charges, and/or costs incurred prior to the effective date of termination on the effective date of termination at the latest.
12. Applicable Law and Dispute Resolution
Section 19 of the Kemppi General Terms and Conditions shall apply to these Terms.
Section 14 of the Kemppi General Terms and Conditions shall apply to these Terms.