Terms of Service
(Last Update 01/2023)
This Terms of Service document has been taken to use at 15.12.2022, for contracts signed before this or not changed to the new Terms of Service can be found here.
Terms of Service (“TOS”)
These Surveypal Terms of Service become an integral part of an agreement (“Agreement”) between Surveypal (“Surveypal” or “we”) and the entity or person (“Customer” or “you”) which is concluded after you have placed an order for or otherwise accessed any Surveypal product(s) or any related services and materials.
If you are accessing or using the products or services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” refer to your company.
Surveypal may revise the terms and conditions of these Terms of Service from time to time as stated in section 13 below. The latest version of the TOS can always be found at https://surveypal.com/terms-of-service/.
The Customer may purchase subscriptions to online software-as-a-service products (“Products”) and / or related professional services (“Services”) from Surveypal pursuant to any Surveypal order document, online registration, service agreement descriptions or order confirmations (collectively “Order(s)”). Order(s) and these Terms of Service set forth basic terms and conditions under which those Products and Services will be delivered. The Agreement becomes effective as of the last signature on an Order or, in purely online transactions, when Customer selects and approves an acceptance box for this Agreement (the “Effective Date”).
The Products or Services are not meant for personal use of consumers. The Customer confirms by entering into this Agreement that it is not a consumer.
2. Provision of Surveypal Services
Surveypal shall make Surveypal Products and Services available to the Customer with help of the Internet as specified in the Order(s) and will maintain the hardware and software necessary to do so. Surveypal is not responsible for any interruptions or faults in external networks or service platforms utilized to provide the Products and Services through internet.
Surveypal may engage sub-contractors or sub-processors to provide the Products or Services. Nevertheless, restrictions regarding the use of sub-contractors in the Data Processing Agreement (DPA) defined in section 8 shall apply.
Surveypal’s service level is described in the applicable Product and Services descriptions (the “Documentation”). Surveypal will provide Customer with access to every product improvement consistent with the scope established in the Order(s), when and if generally available.
Information Security Policy applied by Surveypal is described in a document which constitutes part of the Documentation. This document is available at https://surveypal.com/security-policy/.
3. Fees, Charges and Taxes
Surveypal Products and Services are subject to charges in accordance with the prices agreed in the Order(s). Unless otherwise agreed in writing between the parties, such prices are payable in advance either as monthly (one month invoicing period) or yearly (one year invoicing period) payments as chosen in each relevant Order(s). All payments are non-refundable unless expressly otherwise stated in these Terms of Service. No refunds are available for partial months of service, months of inactivity or partial use of available access credentials.
Surveypal shall invoice the charges for the next invoicing period thirty (30) days before the beginning of the period.
Payment term is fourteen (14) days net from the date of the invoice. Interest on delayed payments accrues in accordance with the Finnish Interest Act.
All prices are exclusive of all taxes, levies or duties imposed by the taxing authorities and the Customer shall be responsible for payment of all such taxes, levies, or duties. Value added tax (VAT) will be added to the prices where applicable.
All prices are subject to change. Surveypal shall give at least 60 days’ notice before such changes. Any changes become effective as from the beginning of next invoicing period.
4. Surveypal Obligations and Responsibilities
Surveypal will provide the Customer with user-specific identification (access credentials) to enable user access to the Surveypal Products or Services unless otherwise stated in the Order(s).
Surveypal provides Customer support to Surveypal Products or Services as described in the Order Form(s) and the Documentation.
Surveypal will continuously improve and develop the overall service. In order to do so Surveypal may change the Products and Services wherefore the service content and the system features may be changed, added or removed, but Surveypal does not have an obligation to modify, expand or retain any feature or service. The Customer will be informed beforehand if a change or modification is not solely an enhancement.
If the changes materially affect the Customer’s use of the Products or Services, the Customer may then elect to terminate this Agreement to the end of the then-current payment period by providing notice to Surveypal via email within thirty (30) days of the date of the notice of such change.
Temporary interruptions to some or all Customers’ access to the Products or Services may be required for repair work, and for technical modifications, updating, installations and maintenance or for the security of communications, as well as under circumstances required by law, government regulation or industry guidelines, statements, or recommendations. Surveypal will provide Customers with reasonable advance notice of interruptions, if possible, and will inform Customers of the status of any interruptions. Surveypal will use all commercially reasonable efforts to minimize or to eliminate interruptions, but no refunds of fees or other compensation will be provided for temporary interruptions, regardless of the reasons for any interruptions.
5. Product and Services Warranty
Surveypal warrants that provided Products and Services will perform in a manner consistent with the Documentation, this Agreement and Order(s) including any updates thereto. Surveypal Products and Services will be provided in a true and professional manner. Should this not be the case, Surveypal’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Surveypal to use commercially reasonable efforts to correct the reported non-conformity.
If Surveypal cannot correct the reported non-conformity within thirty (30) days from receipt of the warranty notice, then the Customer may terminate the affected Order(s) at any time within the next thirty days irrespective of the length of the applicable invoicing period.
Except as expressly provided herein, and to the maximum extent permitted by applicable law, Surveypal provides Surveypal Products and Professional Services “as is,” makes no warranty of any kind express or implied with regard to Surveypal Products or Services, and disclaims all other warranties, such as: (i) any warranty that Surveypal Products and Services will be error free or uninterrupted; and (ii) any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
6. Intellectual Property Rights, Right to Use and Related Restrictions
Surveypal is the sole owner and/or authorized licensor of all intellectual property rights, including copyrights, patents, trademarks, and trade secrets related to the Surveypal Products and Services and to any modifications, updates, and future new versions of them.
Surveypal grants to Customer a non-exclusive, non-transferable, and world-wide right to use the Surveypal Products, Services and Documentation solely for Customer’s business operations.
Access credentials for the Services may not be used by more than one individual, unless specifically stated otherwise in the Order Form(s) but they may be transferred from one individual to another. The Customer is fully responsible for the use of access credentials by individuals it has forwarded access credentials.
If Surveypal receives information about an Intellectual Property infringement or misappropriation claim from a third party related to a Product or Service, Surveypal may in own discretion and at no cost to Client
- modify the product or Service so that it no longer infringes or misappropriate,
- obtain a license for Customer’s continued use of that Product or Service in accordance with this Agreement, or
- terminate the Agreement for that Product or Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated Products or Services.
Parties may separately agree in Order(s) on the use of Products or Services through API. Customer may not disclose any user-specific- or general access details or API keys to any third parties or itself use them for the benefit of third parties.
The Customer may not copy, modify, distribute, sell, or lease any part of Surveypal Products or Services and included software, or reverse engineer or attempt to extract the source code of that software, unless allowed by applicable law. The Customer may not use Surveypal Products or Services to infringe upon the intellectual property rights of others, or to use them for any other illegal or unauthorized purposes.
The Customer may continue to use the Surveypal Product(s) and Services as long as the fees agreed in the Order(s) remain paid and the right to use such Products and Services is not suspended or terminated for a breach of the Agreement. However, the Customer does not have any right to use the Product or Services after its right to use has been suspended or terminated, for non-payment or any other reason, or after a right to use has expired without payment for renewal. The granted right to use cannot be transferred by the Customer.
In the event of non-compliance with the restrictions in the Agreement by the Customer or by any user identified with the Customer, Surveypal may suspend access to the Surveypal Products or Services to relevant individual user or all of the Customer’s users, after providing notice and reasonable opportunity to cure the non-compliance. Surveypal and the Customer will then determine the actions to be performed by the Customer to cure the violation and to ensure future compliance.
Customer and Surveypal each reserve all intellectual property rights not explicitly granted herein.
7. Customer data
The Customer owns all data delivered to or collected by Surveypal on behalf of the Customer (“Customer Data”), including personal data, and all such data is treated as strictly confidential by Surveypal. Customer will retain all right, title, and interest (including all Intellectual Property Rights) in and to the Customer Data provided to Surveypal. Subject to the terms of this Agreement,
Customer hereby grants to Surveypal a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Products and Services to the Customer. The Customer also grants Surveypal a non-exclusive, worldwide, limited license to the Customer Data processed solely in aggregated and anonymised form during and after the term of this Agreement, for purposes including but not limited to
- improving resource allocation, support, and providing of its services,
- improving products and product performance,
- training and developing AI and machine learning algorithms,
- identification and publication of industry trends and developments, and anonymous benchmarking,
- providing of relevant results and recommendations as a part of deliverables of Surveypal’s Products or Services, or
- verification of security and data integrity.
In relation to the above-mentioned Surveypal warrants that the data processed, and any output created by such processing can under no circumstances be connected to the Customer or to personal data owned by the Customer.
b. Personal Data, DPA and related Matters
All personal data processing activities by Surveypal with respect to personal data provided by the Customer or collected on behalf of the Customer are governed by the Data Processing Agreement (“DPA”) which constitutes an integral part of these Terms of Service, and which is always available at: https://surveypal.com/data-processing-agreement.
According to the EU General Data Protection Regulation (2016/679) (“Regulation”) Customer is considered as the data controller of any personal data transferred to the Surveypal systems. In case the surveys created by the Customer collect any personal data of the respondents, Customer is obligated to provide the respondents any such information about the use of the collected personal data as may be required by the applicable privacy and/or data protection legislation, including the Regulation. Surveypal shall act as the data processor of the Customer’s personal data on behalf of the Customer.
Surveypal Products or Services enable Customer to import and collect a wide range of information about Customer’s customers or end users. The types of data that are imported and collected through Surveypal Products and Services will remain in Customer’s control.
Customer shall not configure Surveypal Products or Services to collect bank account numbers, payment card or credit card information, bank transaction information, government identification numbers including (but not limited to) social security numbers, state identification numbers, and passport numbers, and sensitive personal information including (but not limited to) religious beliefs, health, sexual orientation, race, and union membership and Surveypal will not be liable for noncompliance under laws and regulations that applies to the processing of the foregoing or corresponding categories of data.
8. Surveypal’s Own Processing of Personal Data, Cookies
9. Limitation of Damages and Liability
a. General limitation
Neither party shall be liable to the other for indirect or consequential loss or damage including, without limitation, lost profits, lost revenues, lost operating time, lost data, harm to goodwill, or the costs of procuring replacement services.
b. Limitation of Liability
The maximum liability for damages or any indemnification of either party towards the other party based on the Agreement shall not exceed in aggregate 100 percent of the total price for relevant Product(s) and Services (excluding value added tax) paid by the Customer during the last 12 months preceding the time when cause for such liability was arisen for the first time. This limitation shall not apply to damages caused by wilful conduct or gross negligence.
c. Data breach indemnification
Any liability or indemnification by either party for breaches relating to personal data is determined in accordance with the DPA.
d. Liability for Customer Data or Data Files
Surveypal shall not be liable for the destruction, loss or alteration of Customer’s Data or data files, if that is caused by actions of Customer or by any user identified with the Customer nor for any damages and expenses incurred as a result, including expenses involved in the reconstitution of data files. Surveypal takes industry standard daily backups of all data or data files but cannot guarantee that any specific data can be retrieved due to technical limitations of the backup system. This relates particularly to incremental changes and retention policy of backups.
a. Data Breach Indemnification by Surveypal
Surveypal will indemnify Customer for third party claims arising from the improper access, use, or disclosure of Customer Data (other than personal data subject to DPA) caused by: (i) Surveypal’s breach of its obligations under this Agreement; or (ii) the wilful misconduct or gross negligence of Surveypal personnel or any third party under Surveypal’s control.
b. Indemnification by Customer
The Customer shall Indemnify Surveypal from third-party claims arising out of:
(i) Customer’s or any of its employees and agents use of Surveypal Products in violation of Section 6 (Intellectual Property Rights, Right to Use and Related Restrictions) of this Agreement; and
(ii) alleged infringement of a third-party patent, copyright, or trademark or misappropriation of a third-party trade secret arising out of (A) an unauthorized modification by Customer of Surveypal Products; or (B) an unauthorized combination of Surveypal Products with any product or process not provided or authorized by Surveypal.
c. Indemnification Requirements and Procedure
The party seeking indemnification (the “Indemnified Party”) will provide timely notice to the party from which it seeks indemnification (the “Indemnifying Party”) (although untimely notice will relieve the Indemnifying Party of its indemnification obligations only commensurate with actual prejudice suffered as a result) and will provide reasonable assistance to Indemnifying Party at the Indemnifying Party’s expense. The Indemnifying Party will have sole control over the defence, but the Indemnified Party will have the right to participate at its own cost.
a. Termination by the Customer
Unless otherwise provided in this TOS, the Customer may terminate the Agreement with notice to the end of the then on-going payment period. Such notice must be given at least 30 days before the end of the payment period. If the payment period is shorter than one year, the notice must be given at least 14 days before the end of the payment period.
b. Termination by Surveypal
Surveypal may terminate the Agreement
- with immediate effect at any time if the Customer is in breach of any terms of the Agreement and, if such breach is curable, has not cured such breach within 14 days following a notice by Surveypal,
- with immediate effect when the whole Product or Service is discontinued irrespective of the cause, or
- with notice to the end of the on-going payment period. Such notice must be given at least 30 days before the end of the payment period. If the payment period is shorter than one year, the notice must be given at least 14 days before the end of the payment period.
c. Effects of Termination
After the Agreement has terminated
- Customer’s right to use the relevant Product(s) and Services through Surveypal systems will automatically end and, unless otherwise agreed, the Customer may no longer access Customer Data in Surveypal systems, and
- Surveypal shall delete Customer Data at any time beginning thirty (30) days after termination of relevant Order(s), unless Surveypal is expressly informed by the Customer that data retention is required under applicable law, and the Customer pays the separately agreed Surveypal fees for such data retention.
Where applicable, Surveypal will make available tools for the Customer to download the data they have collected to Surveypal service(s). Practices regarding the return or destruction of personal data are defined in the DPA.
Notices can be provided by Surveypal and the Customer to each other by sending an email to addresses specified in the Order(s) or to any other email address for such use notified by a party to the other from time to time.
13. Changes to the Terms of Service and the Documentation
a. Terms of Service
Surveypal may change or modify these Terms of Service in its sole discretion. It shall inform the Customer about any major changes by email in advance. Any minor changes of the Terms and Conditions become valid and binding immediately upon posting them at: https://surveypal.com/terms-of-service/.
The continued use of Surveypal Services or Products after any changes or modifications constitute the Customer’s acceptance of such. The Customer should review the most current version of the TOS at the above-mentioned web address regularly.
As a consequence of Surveypal’s continuous development and updating of its internal business processes, technical infrastructure and Products and Services, Surveypal may change the contents of the Documentation to properly reflect the effect of such changes as required. Surveypal shall inform the Customer of any major changes in Documentation relating to the Products or Services used by the Customer by email in advance and provide links to amended Documentation.
The continued use of Surveypal Services or Products after such changes constitute the Customer’s acceptance of such changes.
14. Transfer of Agreements or Services
Surveypal may at its own option transfer the Products or Services (including, without limitation, the Agreement between Surveypal and the Customer) fully or partially to a third party. The Customer shall be informed about any such transfer by email.
The Customer may not transfer the Agreement between it and Surveypal to a third party without prior written approval of Surveypal.
15. Dispute Resolution and Applicable Law
Surveypal and the Customer agree to resolve all disputes of any type through good faith negotiation. If negotiations fail to resolve any dispute, such disputes will be resolved in the District Court of Surveypal’s domicile, unless another forum is determined by mandatory applicable law. No consent to any other jurisdiction or venue by either party may be implied as a result of any statement or action. This Agreement and all actions taken in connection with this Agreement or in connection with the Surveypal software, Products or Services will be governed by the laws of Finland, without giving effect to any principles or conflicts of law, regardless of the venue.
Surveypal has the right to use the Customer’s name and logo as a reference in Surveypal’s communications and advertising unless the Customer chooses to refuse this right either in the Order(s) or by email notice later. Unless agreed otherwise, Surveypal may also add identifying information, if applicable, to all Customer surveys (such as “powered by www.surveypal.com”) or a similar message.
b. Force Majeure
If the performance of any obligation under this Agreement by either party is prevented or affected by any event beyond the reasonable control of such party (force majeure) the affected party must give notice to the other party of such circumstances as promptly as possible under the circumstances. In such event, the affected party’s obligations under this Agreement will be fully suspended temporarily during the period of such force majeure that is commercially reasonable. The obligations and rights of the affected party shall be extended on a day-to-day basis for the time period equal to the period of force majeure.
c. Integration and severability
The Agreement (combined with any Order(s) and its appendices for fees, payments, and other terms) comprise the entire agreement between Surveypal and the Customer. If any term of this Agreement is found to be void or unenforceable, all other terms will remain in full force and effect and will be construed to fulfil the agreement’s intended purpose.
With the exception to the changes handled in section 13, the Agreement may otherwise be changed only by mutual agreement in writing.