Valio Ltd, business ID FI1162976, P.O. Box 10, 00039 VALIO, Finland (“Valio”) provides and maintains VALO Tilauspalvelu™, a service through which corporate customers may order Valio and Valio partners’ products (“Service”).
By registering an account in the Service and through their usage of the Service, the customer agrees to follow these terms of service. These terms of service are a binding agreement between Valio, the Customer, and the End User.
Definitions
“Service” has been defined above in section 1.1.
“Customer” refers to Service users with a business ID. Customers may be contract customers with Valio or its partners, or companies that make individual order that do not have a separate contract other than the Terms of Service with Valio or a Valio partner.
“Rights” refer to all material and intellectual property, including but not limited to patents, copyrights, trademarks as well as any similar intellectual property, such as trade secrets and know-how.
“End User” refers to a natural person that uses the Service on behalf of a Customer. The End User is responsible for making sure that they have the right or authority to agree to these terms and to use the Service on behalf of the Customer.
Service provision and usage terms
Valio produces the Service with expertise and care, in accordance with Valio’s procedures and processes. Considering the nature and content of the Service, however, Valio does not guarantee (i) that the Service can operate interrupted; or (ii) that the product information collected from Valio partners to provide the Service is without error, complete, real-time or always available. Neither does Valio guarantee that other information in the Service is correct or reliable. Product prices, images, product information, availability, and all other material in the Service is published with no guarantee. Valio is not liable for any possible direct or indirect damage resulting from information published in the Service.
Information stated in the Service do not form a binding offer.
Valio retains the right to change and develop the service, including the rights to (i) change, remove and add components and functionality to the Service; and to (ii) change the usage requirements of the Service.
Valio retains the right to suspend the Service for a reasonable period, if it is necessary to carry out installation, change, or maintenance work. Valio aims to notify Customers of the aforementioned suspensions in advance. Additionally, Valio may prevent a Customer from accessing the Service if the Customer does not adhere to these terms of service.
The Customer is responsible, at their own cost, for ensuring that their devices, data connections, software and IT systems meet the usage requirements of the Service, as well as the functionality, security and other technical features thereof.
The Customer is responsible for using the Service in accordance with their needs, as well as for their independent business decisions arising from their use of the Service and the results thereof.
Use of the Service requires that the End User registers an account in the Service. If the Customer is a contract customer of a Service partner or Valio itself, registration requires the partner’s customer number. If the Customer is not a contract customer of a partner such as referred to in these terms, registration requires only a business ID. Upon registration, the End User will be provided an account for the Service that they may use the Service with on behalf of the Customer.
The Customer is responsible for the account, password, and other electronic identifiers that enable the End User to access the Service. The Customer has the right to add or reduce the number of identifies by notifying Valio of said changes. Identifiers that are provided to End Users are personal and confidential. For clarity, the Customer is responsible for all End User actions and abuses regarding the use of the Service.
The Customer and End User(s) agree to use Service in accordance with applicable legislation, these terms of service, and other Valio instructions.
Product orders, delivery, pricing, and terms of payment
Other companies’ products are delivered in accordance with the Customer and partner's individual agreement and the partner's shipping conditions. Some partners only ship products through the Service to their contract customers.
Using online bank transfers for payment is possible in the Service. Such bank transfers are subject to the terms of the banking service provider.
Each Valio partner prices the products they make available in the Service independently.
Rights
All rights to the Service and the information relayed within are the property of Valio or a third party. The Customer is granted a non-exclusive, non-transferrable and limited license to use the Service in their own operations according to these terms of service. The Customer or End User may not provide Service access to a third party.
The Customer or End User do not have the right to modify, transfer, translate or otherwise transform the Service or its parts, or to combine the Service, in part or in entirety, with any other software, or to disassemble, break or reverse-engineer the Service, or to attempt to carry out such an action. Neither does the Customer or End User have the right to store any harmful information or material in the Service (including but not limited to malware, spyware, harmful scripts or code). The Customer or End User may not use, copy, distribute, sell, or otherwise use the Service or any of Valio’s intellectual property for a commercial purpose.
Limitations of liability
Valio is not liable for consequential losses or indirect damage.
Valio is in no way liable for the Customer or End User’s access to the Service or for their use of the Service. Valio is also not liable for orders or deliveries insofar as a partner's order and shipping conditions apply.
Confidentiality
The Customer agrees to keep confidential all the material and information they receive from Valio that is marked confidential or that is to be understood as such. The Customer is entitled to make use of this confidential information only to use this Service in accordance with these terms of service and only to the extent that is necessary considering the aforementioned purposes. This confidentiality agreement does not, however, apply to material or information that is (a) available to the general public, (b) received by the Customer from a third party without a confidentiality agreement, (c) in the Customer's possession without an applicable confidentiality agreement prior to receiving the information, (d) developed by the Customer independently without using Valio’s material or information, or (e) required to be disclosed by the Customer based on legislation or an official order.
Data Protection and Cookies
Valio and its subcontractors may process data regarding the Customer and the End User as a part of the Service, including personal data. The Service’s Privacy Policy describes the ways in which the Service collects and processes personal data. Personal data processing is subject to applicable legislation.
Cookies are used to provide the Service and for development purposes. The Cookie Policy and the Service’s Privacy Policy include details on what data is collected and how cookies are used.
Force majeure
Valio is not liable for delays and damages that are the result of a barrier outside of its influence that, at the time of the signing of this agreement, cannot have been reasonably considered and the consequences of which it could not have reasonably avoided. A non-exhaustive list of force majeure reasons includes war, riots, an order issued by a competent civilian or military authority, striking, illegal work stoppage, fire, or flooding (together, “force majeure”). Strikes, stoppages, boycotts and other industrial action are considered force majeure also when a Party is involved.
A delay on the part of a Valio subcontractor is also considered grounds for release from liability regarding delays and damages, if they are the result of a force majeure on the subcontractor’s part, and the subcontracting cannot be transferred to another party without unreasonable expense or waste of time.
Suspension of Service Licence
The Customer is given a licence to use the Service upon the End User's registration of their account. This licence is valid until further notice. Both Valio and the Customer may terminate this licence with a one-month notice. The licence must be terminated in writing.
The licence will be invalidated immediately if the End User violates these terms of use or if the contract between the Customer and Valio or Valio partner ends.
Valio reserves the right to terminate the Service at any time. If the Service is discontinued, these licences are also terminated.
Other terms
Neither party has the right to transfer the rights or duties granted in these terms of service to a third party without prior, written consent from the other party.
If Valio chooses to not exercise any of its rights granted in these terms of use, this does not mean that Valio has relinquished said right, nor does it limit Valio’s right to evoke the terms of service in other, similar cases.
Valio reserves the right to change these terms of service at any time. Valio will announce any possible changes in the Service. If these terms of service are changed, the changes are valid immediately upon being published in the Service. Continued usage of the Service signifies acceptance of the changes.
Applicable law and disputes
Finnish law is applied to these terms of service, apart from where conflicts may arise.
Disputes arising from these terms of service are resolved in a court of arbitration in accordance with Chamber of Commerce rules, under which the court is formed of one arbitrator. The court of arbitration will be held in Helsinki, Finland. Arbitration proceedings will be conducted in Finnish, and the decision will be rendered in Finnish.
