By creating an account and/or submitting an order, you confirm you understand and accept that these Terms and Conditions of E-Commerce form a part of the legal contract between you and Geeklab Oy.
Please read these Terms and Conditions of E-Commerce carefully before you submit your order and/or create an account.
In particular, please note the Customer’s obligations in Clause 12 and the Supplier’s limitations of liability in Clause 14.
Geeklab Oy (company registration number: 3019760-9) is a company incorporated and registered under the laws of Finland with its registered address at Keilaniementie 1, 02150, Espoo, Finland (“Supplier”).
If you would like to contact Geeklab, please email Mr Jani Torppa at Jani@glab.app
You, as a representative of the entity stated in your order, represent and warrant to the Supplier that: (i) you represent the stated entity; (ii) you have the necessary authority to enter into this contract for and on behalf of the stated entity; and (iii) you have the necessary authority to bind the stated entity into this contract. The entity stated in your order is referred to as (“Customer”).
Once the Customer has followed the procedure on the Supplier’s website, the Customer is shown an order summary (“Order Summary”). Each and every Order Summary confirmed by the Customer is a contractual offer by the Customer to the Supplier to purchase the services specified in the Order Summary, at the price stated in the Order Summary and by incorporating these Terms and Conditions of E-Commerce to the Customer’s contractual offer.
The Supplier’s order process allows the Customer to review and amend any errors before the Customer submits the Order Summary, and the Customer is solely liable for ensuring that the Order Summary is complete and accurate.
Once the Customer has confirmed the Order Summary and registered a valid payment method, the Customer might receive an email from the Supplier acknowledging that the Supplier has received the Customer’s Order Summary (“Order Acknowledgement”). The Order Acknowledgement is not the Supplier’s contractual acceptance of the Customer’s Order Summary.
The Supplier accepts the Customer’s Order Summary when the Supplier sends an email to the Customer confirming that the Supplier accepts the Order Summary (“Order Confirmation”), at
which point, and on which date, a contract between the Customer and the Supplier comes into existence. The contract incorporates the Customer’s Order Summary, the Supplier’s Order Confirmation, and these Terms and Conditions of E-Commerce (“Contract”). These Terms and Conditions of E-Commerce apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealings.
The Contract only relates to the service(s) stated in the Customer’s Order Summary and the Supplier’s Order Confirmation. Any descriptions or illustrations on the Supplier’s website are published for the sole purpose of providing the Customer with an approximate idea of the Supplier’s services and they do not form part of the Contract.
The Customer provides its contact details when it submits the Order Summary, and the Customer agrees to notify the Supplier immediately if there are any changes to the Customer’s contact details.
The Supplier’s contact details are stated in Clause 1 of the Contract.
The Parties agree that an email to either Party’s email address (as stated above or subsequently notified to the other Party) is a valid method of service of any notice under the Contract.
The Supplier provides a software that allows the Customer to create several different websites which broadly resemble real application store pages without creating new applications to real application stores. The websites are created by the software after the Customer has uploaded the required information and materials on the software. The Customer has the option to direct any traffic from the websites created by the software to the Customer’s real application store pages, but the websites created or modified by the software do not change the Customer’s application store pages in real application stores.
This allows the Customer to designate different websites created through the software to match their respective digital marketing campaigns on different marketing platforms. The software collects data on visitors’ behaviour on all of the websites created through the software. As traffic from different marketing platforms is directed to their respective websites, the software allows the Customer to track and measure different visitors’ behaviour on a specific website connected to a specific marketing campaign on a specific marketing platform. This definition of the software-as-a-service provided by the Supplier is hereinafter (“A/B Service”).
The Supplier also provides a software that allows the Customer to create virtual surveys (“Survey Service”).
The Platform contains additional services that the Customer can add to the Customer’s subscription for an additional cost per month (“Additional Services”). If the Customer chooses to add any of the Additional Services to the Customer’s subscription, the Supplier will provide the Additional Services to the Customer under this Contract and the monthly price stated on
the Platform for the relevant service will be added to the Contract Price each month. For the avoidance of doubt, the Additional Services are the services that are marked as being provided for an additional cost and, if the Customer chooses to add one of the Additional Services to the Customer’s subscription, the Supplier will confirm the new subscription details in an email to the Customer.
Together the A/B Service, the Survey Service and the Additional Services (as applicable) are (“Contract Services”).
From time to time, the Customer may have access to other services on the Platform (“Other Services”). The Other Services are in a testing phase, marked as beta services, and provided on an “as is” and “as available” basis without any warranties of any kind. The Supplier reserves the right to amend or withdraw the Other Services at any time without any notice to the Customer.
The Supplier’s services are located on the Supplier’s platform (“Platform”), which can be accessed from the Supplier’s website: https:/geeklab.app
The Supplier reserves the right to amend the Contract Services if required by any applicable law or regulation, or if the amendment will not materially affect the nature or quality of the Contract Services.
The Supplier agrees to commence the delivery of the Contract Services to the Customer after the Supplier has accepted the Customer’s Order Summary with the Order Confirmation.
The number of available sub-accounts on the Platform is determined as follows:
If the Contract includes any sub-accounts on the Platform, the maximum number of sub- accounts the Customer is entitled to create is stated in the Order Summary and confirmed in the Order Confirmation.
If the Contract does not include any sub-accounts or if the Customer wishes to create more sub-accounts on the Platform, the Customer can purchase the entitlement to create (more) sub-accounts on the Platform itself. The monthly price for each sub-account is stated on the Platform and, if the Customer chooses to add any sub-accounts to the Customer’s subscription, the monthly price will be added to the Contract Price and the Supplier will email the Customer to confirm the new subscription details.
The number of available campaigns on the A/B Service is determined as follows:
The Customer is entitled to create an unlimited number of campaigns on the A/B Service. However, each month, the Customer (including any sub-accounts, if applicable) is only entitled to see the results of the number of campaigns stated in the Order Summary and confirmed in the Order Confirmation. For the avoidance of doubt, the monthly entitlement is not cumulative.
The price for the Contract Services is as follows:
The price for the Contract Services is the monthly price stated in the Customer’s Order Summary and confirmed in the Order Confirmation.
If the Customer has purchased additional sub-accounts or any of the Additional Services, the applicable monthly prices will be added to the Contract Price from the date the Customer purchase the additional sub-accounts or the Additional Services.
Together (“Contract Price”).
Unless otherwise stated in the Order Confirmation, the Contract Price is exclusive of value added tax (“VAT”). If the Supplier is required to charge VAT from the Customer, the Customer agrees to pay the applicable VAT at the same time the Customer pays the Contract Price. If the Supplier is not required to charge VAT from the Customer, the Customer is solely responsible for paying the applicable VAT.
The VAT applicable at the time the Customer confirms the Order Summary is stated in the Order Confirmation. The Customer acknowledges that the applicable VAT rate may change during the Contract and the Customer agrees to pay the VAT at the rate applicable at the time the Customer pays the Contract Price.
The Customer agrees to pay the Contract Price and the applicable VAT to the Supplier every month during the Contract. The Contract Price and the applicable VAT are due on the date of the Order Confirmation. After that, the Contract Price and the applicable VAT are due on that same date of each and every month during the Contract. If a given month or a year does not have that date, the Contract Price and the applicable VAT are due on the last day of that month.
After the Customer has submitted the Order Summary, the Customer is required to provide a valid payment method. The Contract Price and the applicable VAT are paid in advance and the Customer agrees to maintain a valid payment method with sufficient funds for the duration of the Contract.
The Supplier will action the first payment on the date of the Order Confirmation and the Supplier will action subsequent payments monthly in advance.
The Contract is in force until either Party terminates it according to the following provisions:
Either Party is entitled to terminate the Contract for no reason. If a Party wishes to terminate the Contract for no reason, the terminating Party must notify the other Party, in writing, at least fourteen (14) days before the next payment of the Contract Price is due
(as detailed in Clause 8.4). Provided that the terminating Party has complied with this Clause 10.1 (i), the Contract will then terminate on the date the next payment of the Contract Price is due.
A Party can only terminate the Contract with immediate effect if the other Party has substantively breached its obligations under the Contract. If a Party wishes to terminate the Contract with immediate effect, the non-breaching Party must demand, in writing, that the breaching Party performs its obligations within fourteen (14) days of the date of the notice. If the breaching Party has not performed its obligations within the aforementioned time period, the non-breaching Party is entitled to terminate the Contract with immediate effect by notifying the breaching Party of this in writing.
The Supplier will use its best commercial endeavours to ensure that the Platform and the Contract Services are accessible and functioning during the Contract.
For the avoidance of doubt, the Supplier is entitled to offer the Contract Services and the Other Services, without any restrictions, to any legal or natural person the Supplier deems appropriate.
The Customer represents and warrants that the information the Customer provides to the Supplier is complete and accurate. The Customer agrees to inform the Supplier immediately if there are any changes to the information the Customer has provided to the Supplier.
The Customer agrees to co-operate with the Supplier in all matters relating to the Contract. In particular, the Customer agrees to provide the Supplier with any information and materials the Supplier may reasonably require in order to provide the Contract Services and/or the Other Services.
The Customer agrees to pay the Contract Price and the applicable VAT on the due date detailed in Clause 8.4. If the Customer has not paid the Contract Price and/or the applicable VAT on the due date, this will automatically qualify as a substantial breach of the Customer’s obligations for the purposes of Clauses 10.1.
If the Contract includes any sub-accounts on the Platform, the Customer is only entitled to create sub-accounts on the Platform for the Customer and its parent and subsidiary companies. The Customer shall remain solely and fully liable for any and all acts or omissions of all of the sub-accounts created through the Customer’s account as if done (or omitted to be done) by the Customer.
The Customer will not provide the log-in details to the Customer’s account or any of the Customer’s sub-accounts on the Platform to any person who is not directly employed by the Customer, or its parent or subsidiary companies.
If the Customer’s subscription does not include any entitlement to see the results of the Customer’s campaigns on the A/B Service, the Customer is not entitled to create or run campaigns or tests on the A/B Service with a single variation of the Customer’s application store page.
If the Customer is using a service or a function where information, content, materials and/or data is transferred from the Platform to third-party websites, applications, functions or platforms, the Customer is solely liable for ensuring that the information, content, materials, and data have been accurately and correctly transferred to the third-party website, application, function, or platform. The Supplier is not liable for any incorrectly or inadequately transferred information, content, materials and/or data.
The Customer agrees to use the Contract Services and the Other Services in a way which is compatible with good business practice. The Customer will not use the Contract Services or the Other Services in any way which adversely affects, or is likely to adversely affect, the reputation or image of the Supplier.
The Customer agrees to notify the Supplier immediately if there has been a security breach of the Customer’s account or any of its sub-accounts on the Platform.
The Customer agrees to notify the Supplier of any defects it detects in the functioning of the Platform or the Contract Services so that the Supplier can rectify the defects.
The Customer will not, and will not allow any third party to:
Alter, enhance or otherwise modify any source code on any of the Supplier’s websites;
Reverse engineer, disassemble, decompile, attempt to determine, or prepare copies or derivative works of any source code on any of the Supplier’s websites; or
Sell, lease, publicly display, distribute, offer, or cause or allow any source code from any of the Supplier’s websites to pass from the control of the Customer to a third party.
The Customer will not use the Platform, the Contract Services or the Other Services to develop a competing service or product.
The Customer agrees to comply with the Supplier’s instructions on how to use the Platform, the Contract Services and the Other Services. For the avoidance of doubt, this includes any instructions on the Platform, the Contract Services and/or the Other Services.
The Customer is solely and fully liable for ensuring that the Customer’s use of the Contract Services and the Other Services complies with all applicable laws and regulations.
The Customer agrees to indemnify the Supplier, in full, for any and all third-party claims, damages, losses, costs, expenses and reasonable legal fees the Supplier suffers or incurs as a result of the Customer’s breach of Clause 12 or Clause 13.
Except as stated in Clauses 13.2 to 13.6, any and all right, title and interest in and to the Supplier’s internet domains, servers, websites, source code, the Platform, the Contract Services or the Other Services, any information or data produced by them, and any materials attached to them belong to the Supplier and/or its licensors.
The Customer will retain all right, title and interest in and to the materials the Customer uploads to the Platform, the Contract Services and the Other Services (“Customer Materials”). However, the Customer represents and warrants that using, storing, copying or displaying the Customer Materials does not infringe the rights of any third party.
If the Customer utilises a service or a function that allows the Customer to create new materials by adding the Customer Materials to the Supplier’s template materials:
The Supplier will retain any and all right, title and interest in and to the Supplier’s template materials.
The Customer will gain any and all right, title and interest in and to the new materials that are created by adding the Customer Materials to the Supplier’s template materials.
The Customer has a non-exclusive licence to use the Platform, the A/B Service, the Survey Service and the Additional Services (as applicable) within the terms of the Contract for the duration of the Contract.
The Customer has a revocable, non-exclusive licence to use the Other Services within the terms of the Contract. The Supplier reserves the right to revoke the licence in this Clause 13.5 at any time, without any reason, and without any notice to the Customer. In any event, the licence in this Clause 13.5 is automatically revoked when the Contract expires or is terminated.
The Customer has a perpetual, irrevocable, non-exclusive licence to use, store, copy, modify, publish, transfer, sell and/or otherwise commercially utilise the data the A/B Service, the Survey Service and the Additional Services (as applicable) have produced to the Customer during the Contract (“Customer Data”). The Customer is able to download copies of the Customer Data during the Contract. However, the Supplier is under no obligation to provide any further copies of the Customer Data after the Contract has expired or been terminated.
The Supplier has a perpetual, irrevocable, fully-paid, royalty-free licence to use, store, copy, display and publish the Customer Materials for the sole purpose of providing, maintaining and developing the Platform, the A/B Service and the Other Services.
For the avoidance of doubt, the Supplier has the right to compile, collect, use, store, copy, modify, publish, display, transfer, sell and/or otherwise commercially utilise anonymous and aggregate data generated from, or based on, the Customer Data, the Customer Materials, the Customer’s use of the Platform, the A/B Service, the Survey Service, the Additional Services and the Other Services for analytical and other business purposes (“Aggregate Data”). The Supplier agrees to ensure that the Customer, its use of the Platform, the A/B Service, the Survey Service, the Additional Services or the Other Services, the Customer Data and the Customer Materials are not identifiable from the Aggregate Data. All right, title and interest in and to the Aggregate Data belong to the Supplier.
To the maximum extent permitted by law, the Supplier shall under no circumstances be liable for any indirect or consequential damage or loss to the Customer arising under or in connection with the Contract.
To the maximum extent permitted by law, the Supplier’s liability (whether contractual, non- contractual, or otherwise) to the Customer arising under or in connection with the Contract is limited to the lower of:
The total sum of the fees the Customer has paid to the Supplier under the Contract; or
Two thousand (2 000) euros.
Except as stated in Clause 15.2, confidential information means any commercially sensitive information either party discloses (“Disclosing Party”) to the other party (“Receiving Party”) that: (i) is clearly marked as confidential; or (ii) would, due to the nature of the information, be clearly considered as confidential by a reasonable businessperson.
Confidential information does not include the Aggregate Data, or information that:
Is rightfully known to the Receiving Party without restriction on disclosure;
Is or becomes known to the general public through no act or omission on part of the Receiving Party;
Is disclosed to the Receiving Party without restriction on disclosure by a third party;
Is independently developed by the Receiving Party without use of, or reference to, any confidential information of the Disclosing Party; or
The Parties agree in writing not to be confidential.
During the Contract and for a period of one (1) year after the Contract has expired or been terminated, the Receiving Party shall hold the Disclosing Party’s confidential information in confidence and not make the Disclosing Party’s confidential information available to any third party, or use the Disclosing Party’s confidential information for any other purpose than the implementation of the Contract, except as stated in Clause 15.4.
The Receiving Party may disclose confidential information to a third party if:
Such disclosure is required by law, regulation, or court order. If practicable and permitted by the applicable law, regulation, or court order, the Receiving Party shall give prompt notice of any such disclosure to the Disclosing Party to allow the Disclosing Party to intervene and request protective orders or other confidential treatment of its confidential information; or
The third party is the Receiving Party’s auditor, insurer, banker, financial consultant, lawyer or other professional, and is under a professional duty of confidentiality or bound
by confidentiality obligations of at least equivalent effect to those set out in this Clause 15; or
The Disclosing Party agrees to this in writing.
Once the Contract has expired or been terminated, the Receiving Party shall promptly return or destroy all confidential information in the Receiving Party’s possession that the Receiving Party is not required to keep in order to comply with its legal obligations.
Except as expressly permitted by this Contract, no variation or amendment of the Contract shall be effective unless it is in writing and signed by the Parties.
Except as stated in Clauses 17.2 and 17.3, no assignment or transfer of the Contract, whether in part or in full, shall be effective unless it is in writing and signed by the Parties.
The Supplier is entitled to assign and/or transfer the Contract in full to an affiliate, acquirer or successor in connection with a change of control by notifying the Customer of this in writing at least thirty (30) days before the effective date of the assignment and/or transfer.
For the avoidance of doubt, Clause 17.1 does not prevent (i) the Customer from exercising its rights as stated in Clause 13.6; or (ii) the Supplier from exercising its rights as stated in Clause 13.8.
Except as stated in Clause 18.2, the Contract is the entire agreement between the Parties in relation to its subject matter and supersedes and extinguishes any prior agreements between them, whether written or oral.
For the avoidance of doubt, if the Customer and the Supplier have an existing written agreement for the Supplier to provide services to the Customer, the Contract does not extinguish and supersede that existing written agreement and, instead, the Contract will be in addition to the existing written agreement and will be read in conjunction with the existing written agreement.
No waiver of any rights and/or remedies arising under or in respect of the Contract shall be effective unless the waiver is in writing and signed by the Party providing it.
Any expiration or termination of the Contract shall not affect any rights either Party may have accrued by, at, or up to expiration or termination of the Contract.
Each Clause of the Contract operates separately. If any court or relevant authority decides that any Clause or sub-Clause of the Contract is unlawful or unenforceable, the remaining Clauses and sub-Clauses of the Contract will remain in full force and effect.
Nothing in the Contract, whether express or implied, is intended or shall be construed to give, directly or indirectly, any legal or natural person other than the Parties to the Contract, any benefit, right, remedy or claim under or in respect of the Contract.
Any dispute or claim shall be primarily resolved through negotiation and/or mediation.
Insofar as this is not possible, any dispute or claim shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Central Chamber of Commerce of Finland. The number of arbitrators shall be one (1), the seat of arbitration shall be Helsinki, Finland, and the language of the arbitration shall be English.
The Contract and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Finland.
Insofar as it is not legally possible to settle any dispute or claim by arbitration, each party irrevocably agrees that the Courts of Finland shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with the Contract, its subject matter or formation (including non-contractual disputes or claims).
23.1 Clauses 2, 4, 12.7, 12.9, 12.11, 12.12, 12.14, 12.15, 13, 14, 15, 18, 19, 20, 21, 22, 23 shall survive
any expiration or termination of the Contract.
