Terms and Conditions - Alma Talent

1.1. These terms and conditions of use and contract specify the terms and conditions for using datasets and information services produced, brokered and/or resold by Alma Talent Oy. These terms and conditions do not apply to the news, publication and media content services of Alma Talent Oy as they have their own terms and conditions of use and contract.

In the context of these terms and conditions of use and contract, the following capitalised terms shall have the meanings as set out below:

1.1.1. Alma Talent Oy, also referred to as the ‘Service provider’, is responsible for the service portfolio under these terms and conditions, including various Services for businesses and professionals as described below. The telephone number of Alma Talent Oy is +358 10 665 101 (switchboard), its postal address is P.O. Box 920, FI-00101 Helsinki, Finland and its street address is Alvar Aallon katu 3 C, FI-00100 Helsinki, Finland.

1.1.2. ‘Information provider’ refers to a third party that collects, provides and/or maintains datasets and/or information services that are accessed through the Services and/or brokered or resold by Alma Talent Oy. ‘Information provider’ may also refer to other rights-holders who have the authority over the use of a specific dataset or service accessed through the Services and/or brokered and resold by Alma Talent Oy. When referring to several or all Information providers collectively, the plural form ‘Information providers’ shall be used. Both companies and public authorities can be considered Information providers.

1.1.3. ‘Service’ refers to a dataset and/or information service produced, brokered or resold by Alma Talent Oy that is available as specified by Alma Talent Oy at each time. There are several different types of Services: depending on the context, ‘Service’ may refer to an individual item of information or an entire service application provided by the Service provider and/or an Information provider and accessed through a Service. When referring to several or all Services collectively, the plural form ‘Services’ shall be used.

The Services include but are not limited to Alma Talent Information Services, Analyzer, Target group search, Property sales drafting service, digital services related to various types of training, such as electronically delivered training materials and online courses as well as the digital training platform Seduo, and Alma Talent Content Services (Finnish Law online service (Suomen Laki -palvelu), Online Bookshelf (Verkkokirjahylly) and Alma Talent Kirjat app) and Asuntopuntari.

1.1.4. ‘Client’ shall be defined as a company or other entity that has concluded a Contract with Alma Talent Oy for the use of the Services. Only legal persons that have been issued a business ID shall be considered Clients. For certain Services, Alma Talent Oy may also, at its discretion, conclude a Contract directly with an individual User, whereupon the Client is a private individual. When referring to several or all Clients collectively, the plural form ‘Clients’ shall be used. In terms of corporate clients, only the company that is party to the Contract and its subsidiaries shall be entitled by the Contract to use the purchased Service. A Contract concluded with a private individual will only entitle the individual specified as the contracting party to use the Service.

The Client is responsible for the Client’s Users’ use of the Service in relation to Alma Talent Oy and third parties and for ensuring that the Users use the Service in accordance with the Contract and the law. The Client is responsible for ensuring that the Users read these terms and conditions of contract and use and any other applicable terms and conditions. The Client agrees to inform Alma Talent Oy without delay if the Client finds out that a User has infringed on the terms and conditions.

1.1.5. ‘Contract’ refers to a contract document signed by Alma Talent Oy and the Client for concluding a contract binding to both parties concerning the use of the Service, a subscription made by the Client by e-mail or online, for instance, which Alma Talent Oy has confirmed with a separate written subscription confirmation or by delivering the Service or delivering the usernames and passwords needed for the use of the Service, and any appendices to the documents specified above, one of which is these terms and conditions of use and contract. The Contract may exist in paper and/or digital form. For example, the Contract may be delivered via e-mail and/or provided as an attachment.

In the event of any conflicts between these terms and conditions and the special terms and conditions of the service below, the special terms and conditions of the service shall take precedence. In the event of any conflicts between these terms and conditions of contract and use and the contract document signed by the parties or the written order confirmation delivered by Alma Talent Oy, the contract document or order confirmation shall take precedence. The Client agrees to comply with all the terms and conditions of the Contract specified above insofar as they are applicable to the Service obtained by the Client at each time.

If any clause of the Contract proves invalid at a later date, it will not prevent the Contracting party from lodging an appeal with the other party on the basis of a different clause of the Contract. The terms and conditions of the Contract shall not restrict the consumer rights in accordance with mandatory Finnish legislation insofar as the Client is a private individual.

1.1.6. ‘User’ refers to any person who is employed or engaged by the Client or, in certain circumstances, acts as a private individual, and uses the Service pursuant to the Contract. Users must be at least 15 years old. Persons aged 15–17 or without legal capacity can only use the Services subject to a charge with the advance consent of their parent or legal guardian, unless the transaction is customary and of minor significance considering the circumstances, or the transaction takes place using income earned by the person himself. When referring to several or all Users collectively, the plural form ‘Users’ shall be used.

The use of the Service shall be considered a confirmation of the User’s acceptance of the currently valid terms of use applied to the Service in question. If the User does not agree with the terms of use or any part thereof, they shall not be allowed to use the Service. The terms and conditions of the Contract are binding to the User, and the User is also personally responsible for complying with the terms and conditions even if the Client company or entity has ordered the Service subject to a charge for the User in a separate Contract concluded with Alma Talent Oy and agreed to pay the resulting fees.

2.1. Alma Talent Oy shall ensure that the Services can be accessed through a sufficient data connection using the most commonly available computer equipment and software. Alma Talent Oy shall determine the technical requirements for using the Services. Furthermore, Alma Talent Oy may amend the specified requirements during the Contract. Prior to signing the Contract, the Client shall ensure that its equipment and software are suitable for using the Services.

2.2. The Client shall ensure that its Users have access to the equipment, software and data connections required for using the Services. The Client shall bear any direct or indirect costs incurred by the Client or its Users for the use of the Services.

2.3. Once the Contract has been concluded, Alma Talent Oy shall provide the Client’s Users with the access rights required for using the Services subscribed by the Client. The access rights shall become effective upon delivery of the required usernames, by Alma Talent Oy, to the Client.

2.4. Alma Talent Oy shall deliver the login instructions of the Services to e-mail addresses provided by the Client. Alma Talent Oy shall ensure that the usernames and passwords delivered to Users allow them to access and use the Services pursuant to the Contract. Other identification methods may be provided by separate written agreement.

2.5. When granting access rights to an organisation or educational institute, the Service provider may allow the use of the Service on the basis of IP address authentication, in which case the use of the Service will not require each user to have a username and password.

2.6. The access rights granted to the Client’s Users are personal, unless otherwise agreed. Neither the Client nor the Users shall have the right to transfer or, even temporarily, hand over access rights, usernames or passwords to a third party. The Client shall immediately inform Alma Talent Oy of any User no longer being employed or engaged by the Client or if their access rights to the Service should be suspended or terminated for other reasons. The Client’s liability for purchases made by its designated User expires once the Client has informed Alma Talent Oy in writing of the deactivation of the User’s access rights and Alma Talent Oy has acknowledged that it has received the Client’s message.

2.7. The Client is responsible for the viability of each Service for the Client’s purposes.

3.1. A prerequisite for providing the Service is that the Client uses the Service in accordance with the terms and conditions of the Contract and the instructions provided by Alma Talent Oy and pays the fees based on the Contract as agreed.

3.2. When concluding the Contract, the Client and Alma Talent Oy shall jointly determine the Services to which the Client is granted access rights.

3.3. During the Contract period, the Client may copy, transfer or extract information obtained through the Service for use as part of an individual document or other corresponding resource. When using materials in the manner described herein, the Client must report the source in an appropriate manner, for example by marking the relevant Service and Information provider as the source. For example: ‘Alma Talent Information Services / Finnish Patent and Registration Office’. Once the relevant document is complete, the Client shall delete any electronically stored information that does not constitute part of the document.

3.4. The Client agrees not to utilise any information it has extracted from the Services for commercial purposes by selling or disclosing the information to third parties, unless otherwise expressly agreed in the Contract. The Client does not have the right to use data picked from the Services for business activities competing with Alma Talent Oy.

3.5. The Client shall not have the right to make copies of entire databases or other extensive resources beyond the extent specified in Clause 3.3 above without prior written consent by Alma Talent Oy and the relevant Information provider. In addition, the Client shall not have the right to use information extracted from the Services for creating its own database. Without the prior express written consent of Alma Talent Oy, the User is not entitled to use manual or automated software, machines, algorithms, search robots or other technical aids (including, but not limited to, “robot”, “spider”, “scraper” and “offline reader” software) to retrieve information or copy and save the information from the Service.

3.6. Any rights not expressly granted in these terms and conditions of contract and use are reserved. All rights associated with the Services, including the information, content, structure, descriptions or manuals thereof shall remain the property of the Information providers, Alma Talent Oy, and/or their cooperation partners. The access rights described in the Contract shall not grant the Client any right in the software or methods used by Alma Talent Oy or any Information provider, nor shall they grant an exclusive right to any information.

3.7. If a Service is subject to service-specific terms of use or contract other than those described in these terms and conditions, unusual service hours or additional technical requirements, the relevant information shall be posted on the Service or presented when the Client takes out a Service subscription (for example, in an authorisation application form). The use of certain Services requires the Client to report the legal purpose of the information in advance of confirming the existence of such purpose. The Client shall be responsible for ensuring that the information on service-specific restrictions and the purposes reported by the Client is distributed and delivered to the Client’s Users, unless otherwise agreed in writing.

3.8. Unless otherwise agreed, the Services and the information received through them are only provided for use in the EU.

3.9. If only a trial use of the Service has been agreed upon with the Client, the Client may use the Service only to test its suitability for the Client’s needs. In this case, the information obtained through the Service may not be utilised in the Client’s production use.

4.1. The Service and any content and information thereof are provided ‘as is’. The Service provider does not grant any representations or warranties, including representations and warranties for commercial viability or the integrity of the rights or representations for the functionality of the Service or its content. However, the Service provider is responsible for ensuring that it has the sufficient rights to use the software used to provide the Service. The Service provider shall not be responsible for content produced by others.

4.2. Alma Talent Oy shall make every reasonable effort to ensure that the Services are available to the Client as many days of the week and as many hours of the day as possible. By signing the Contract, the Client acknowledges that the Services may, at any time, become temporarily unavailable. Alma Talent Oy shall have the right to suspend an individual Service temporarily for upgrades, maintenance, equipment installation or any other reason deemed necessary or unavoidable, such as an official regulation. Alma Talent Oy shall endeavour to ensure by reasonable means at its disposal that the interruption does not take longer than necessary and that any inconvenience incurred will remain as small as possible. Alma Talent Oy shall notify the Client of any planned downtime through the Information services user interface as early as possible.

4.3. Alma Talent Oy shall ensure that its customer service provides both technical support and guidance to the Client and the Users, mainly during weekdays (from Monday to Friday) at 8:30 a.m.–4:30 p.m. Additionally, if required, Alma Talent Oy shall organise additional training or other specialist support associated with the use of the Services for the Client and its Users. Alma Talent Oy shall have the right to claim an additional fee for any additional training requested by the Client.

4.4. The Client shall notify Alma Talent Oy of any deficiencies or errors detected in the Services and provide reasonable assistance in resolving and amending the issue.

4.5. The Client shall ensure that any usernames and passwords supplied by Alma Talent Oy are used as instructed by Alma Talent Oy. Alma Talent Oy shall have the right to disable, without prior notice, any username that has not been used within an uninterrupted period of twelve (12) months. Reinstating a disabled username shall be charged for in accordance with the price list.

4.6. If Alma Talent Oy needs to create new access rights for the Client and/or its Users due to a reason attributable to the Client (for example, when the Client merges with another company or changes its business ID for some reason), the Client shall be invoiced for the work required at the rate specified in the price list.

4.7. The parties agree to keep confidential any information received from the other party that is marked as confidential or should otherwise be understood to be confidential based on its nature (including personal data received from the other party for processing) and to not use it for purposes other than those required by the cooperation or described in these terms and conditions. The Contract and its terms and conditions as well as any negotiations and correspondence concerning the Contract shall also be considered confidential information insofar as the Contract differs from publicly available terms and conditions of use and contract. Confidential information shall not include information that 1) was demonstrably in the possession of the party without violating the obligation of secrecy before signing the Contract; 2) is public at the moment of concluding the Contract or becomes public at a later date without violating the obligation of secrecy (the latter from the moment of becoming public); 3) the party has independently developed without using any confidential information of the other party; 4) must be disclosed by the party due to binding legislation or official regulation, however so that the party must aim to report the disclosure to the other party at least ten (10) days before disclosing the confidential information, if reasonably possible.

4.8. Some of the Services include content protected by copyright. The User is responsible for any unauthorised use of the content protected by copyright in relation to the Service provider and other rights-holders in accordance with Section 57 of the Finnish Copyright Act and other rules and regulations concerning the unauthorised use and violation of copyright.

4.9. The Service provider and the names of the Services provided are trademarks and trade names of the Service provider. All rights reserved. Access to the Service cannot be indirectly or otherwise interpreted as granting a licence or other access rights to any trademark or name appearing in the Service without advance written consent of the Service provider or third party.

4.10. Any communications related to the services as well as reports from holders of copyrights or related rights on violations must be sent to: Alma Talent Oy, Alvar Aallon katu 3 C, FI-00100 Helsinki, Finland, e-mail tietopalvelut@almatalent.fi.

4.11. In addition to what has been expressly agreed upon in the Contract, Alma Talent Oy is not responsible for supplying administration, support, development or other services related to the Service unless agreed upon in writing.

5.1. In addition to what is set out in this provision, Alma Talent Oy shall process the Client’s and its Users’ data in a manner described in connection with the Service, and for the purposes specified, in the Alma Media privacy policy. The privacy policy is available online at www.almamedia.fi/en/tietosuoja/data-privacy/.

5.2. Alma Talent Oy shall act as the controller in relation to personal data obtained from the Client. The purpose of processing the Client’s and the Users’ personal data is to provide the Services pursuant to these terms of use and contract. The personal data collected by Alma Talent Oy consists of information submitted by the Client to Alma Talent Oy when placing a Service order or otherwise using the Service.

5.3. To the extent required for Service invoicing, usage monitoring or IT related reasons, Alma Talent Oy shall have the right to disclose to Information providers usage data associated with the Services and telecommunications connections used for accessing the Services. Client or user data may also be forwarded to the Information provider due to the requirements of the authorities. Alma Talent Oy may disclose data in aggregate form that does not permit the identification of the Client or individual Users, such as statistics.

Personal data in the documents that are associated with property sales, land leases and mortgage-related matters and processed in the property sales drafting service shall be disclosed to authorities when requested by authorities or required by law. In terms of the Risk Management Search Service, the Information provider of the Service, Bureau van Dijk, may process the Client’s contact information and personal data in the RDC database as an independent controller in order to provide support and training to Alma Talent Oy and the Client, manage the RDC database and carry out related measures, and for other purposes specified in the privacy policy of Bureau van Dijk as referred to at https://rdc.com/privacy-policy/.

These terms and conditions do not, under any circumstances, establish a shared controllership between Alma Talent Oy, the Information providers, Clients and/or third parties.

5.4. As part of providing the Services, Alma Talent Oy may disclose certain personal data and other data relating to persons obtained from Information providers for use by the Client. Depending on the Service, the data may include credit data, real estate details and information concerning company decision-makers. The content of the personal data disclosed by Alma Talent Oy to the Client through the Services as well as the sources thereof (Information providers) shall be described in each Service’s service description and the Alma Media Oy privacy policy (www.almamedia.fi/en/tietosuoja/data-privacy/). Alma Talent Oy is liable for its obligations as the controller and for the Services complying with applicable legislation on data protection. Alma Talent Oy shall ensure that it processes the disclosed information in accordance with applicable data protection legislation. Alma Talent provides information ‘as is available’, and Alma Talent Oy will not assume responsibility for any related errors or deficiencies or consequences thereof. The Client is aware that the information is primarily obtained from the authorities, businesses and publicly available sources. The extent of the information presented depends on the content of the information source. Alma Talent Oy shall have the right to erase all information about companies and/or persons that the Information provider erases from its own data files or that have requested that their information be erased from data files collected by Alma Talent Oy. Alma Talent Oy shall also always have the right to edit information in accordance with changed circumstances.

5.5. With regard to personal data disclosed by Alma Talent Oy to the Client, the Client acts as the controller and is liable for the legality and appropriateness of the use of the information. The Client shall use the information at its own risk and liability. The Client shall be responsible for all of the obligations of the controller (such as providing information for its data subjects, enforcing the rights of data subjects, combining personal data with other data and implementing the principles of personal data processing) with regard to its own use. However, the Client agrees to limit its use of the personal data obtained from Alma Talent Oy to the extent specified in these terms and conditions of use and contract. All of the Client’s information systems, hardware, connections and applications in which the Client processes data must be appropriately protected against generally known data security risks so that the data is not lost, altered, disclosed or erased without permission or by accident and so that the Client’s actions do not cause disruptions or information security risks to the use of the Service. The Client agrees to assist Alma Talent Oy or Information providers so that they can prove their compliance of the obligations in data protection regulations by means available to the Client, insofar as the obligations are related to the cooperation between the Client and Alma Talent Oy.

5.6. Alma Talent Oy shall have the right to withdraw the Client’s access rights without prior notice, if the equipment, software or telecommunications connections used by the Client or a User compromise data protection, data security or the confidentiality of data, or whenever Alma Talent Oy has reasonable grounds to suspect that the Services are used in an unlawful manner or in breach of the terms of use and contract or other terms of authorisation or consent.

5.7. Insofar as the Client discloses personal data of other persons to Alma Talent Oy in connection with the use of the Service, the Client is responsible for ensuring that they have the right to disclose the personal data for the purposes defined by Alma Talent Oy.

6.1. Alma Talent Oy shall charge the Client for the use of the Services. The licence rates of the Services are agreed upon in the Contract or the Service’s user interface. Unless otherwise agreed in writing, transaction-based charges will be collected in accordance with a predetermined price list. The price list shall be made available to the Client and its Users by posting the list in the user interface of the Services. Additionally, the price list shall take precedence in case there is a discrepancy between the prices specified therein and the price information presented in Service instructions, descriptions or report templates.

6.2. Unless otherwise specified, the prices indicated in the price list are not inclusive of value added tax. Alma Talent Oy shall add value added tax and any other taxes and fees imposed by the authorities to the prices listed.

6.3. The Client shall be responsible for all payments and fees associated with the use of the Services pursuant to the price list, provided that the use has been authenticated by means of usernames, passwords, IDs or other identification options supplied to the Client.

6.4. If the access rights and their pricing are based on a number of users reported by the Client to the Service provider, the Client shall be responsible for reporting to the Service provider in advance and agreeing on more extensive access rights if the agreed number of users is exceeded. Should the Client fail to do so, Alma Talent Oy shall invoice the Client for any excess access rights in arrears and Alma Talent Oy shall have the right to collect an interest on arrears for the excess use from the moment of exceeding the agreed user number.

6.5. Invoices shall be paid within fourteen (14) days of the invoice date.

6.6. In case of late payment, Alma Talent Oy shall charge interest on arrears for the outstanding balance as well as the notification and collection costs in accordance with the Finnish Debt Collection Act. In case of late payment, Alma Talent Oy shall have the right to suspend the Client’s access rights without prior notice. Reopening the access rights or the Service shall be subject to a charge in accordance with the price list.

6.7. Reminders regarding invoicing must be filed within eight (8) days of the invoicing date.

6.8. The Service provider shall have the right to inspect the Client’s credit data from appropriate credit data files when granting credit or a similar payment method. The Service provider shall have the right to require a personal identity code from consumer Clients if the services subject to a charge ordered by the Clients are charged by invoicing instead of an advance payment.

7.1. If there is an error or interruption in the Services, or access to the Services is prevented or delayed, Alma Talent Oy’s liability shall be limited to the total value of invoiced Services that the Client has been unable to access due to reasons attributable to Alma Talent Oy, up to a maximum of two thousand (2,000) euros. However, Alma Talent Oy shall not be liable for errors, defects or delayed or prevented access attributable to Information providers or information sources used in the provision of the Services.

7.2. Alma Talent Oy shall not be liable for the validity of decisions made by the Client based on datasets and Services provided by Alma Talent Oy or the suitability of any such decisions for any specific purpose. Alma Talent Oy shall not be liable for any consequential or indirect damages incurred by the Client, such as loss of data, cover purchase, loss of profit or failure to realise anticipated savings or damage incurred by a client or contracting partner of the Client.

7.3. If the Client wishes to file a complaint or claim with Alma Talent Oy concerning the Services, the complaint or claim shall be filed without delay but no later than fourteen (14) days after identifying an issue, after which the Client shall no longer have any right to make claims based on the relevant grounds.

7.4. The Client shall have no right to damages in case of a force majeure event. Force majeure events are factors beyond Alma Talent Oy’s control, such as scarcity or interruptions of transportation or telecommunications services, fire, strikes or accidents. Any corresponding factor that affects a subcontractor or Information provider used by Alma Talent Oy that would be considered, under these terms of use and contract, a force majeure event affecting Alma Talent Oy shall also be considered a force majeure event.

7.5. The Client shall be liable for any losses incurred by Alma Talent Oy or the Information providers due to unlawful conduct or conduct contrary to the Contract, other terms of authorisation or consent specific to a Service or information reported by the Client. Liability for indirect damages shall be excluded, except when any such damages are the result of willful misconduct or gross negligence.

8.1. Alma Talent Oy and the Information providers shall have the right to amend the Contract or part thereof (such as rates, fees and charging principles, terms and conditions of use and contract, content and configuration of the Services, product portfolio, software, hardware and the content of training, manuals and other documentation, service hours, as well as other parts of the service system).

8.2. Any amendment to the terms and conditions of the Contract shall become effective from the start of the month after notification to the Client, but no earlier than one (1) month after notification.

8.3. Alma Talent Oy may revise the charges based on the Contract, taking into account, for example, the general development of price levels, any additions to equipment capacity implemented after the previous price revision and Alma Talent Oy’s realised amount of work. Alma Talent Oy shall inform the Client of any price increases in advance.

8.4. If the Client does not approve of an amendment to the terms and conditions of the Contract or the prices, Alma Talent Oy shall have no obligation to arrange for a replacement service or service that compensates for the amendment; instead, the Client shall terminate the Contract by written notice within a period specified in the relevant amendment notification or, if such a period is not specified in the amendment notification, within one (1) month of the notification date.

8.5. If there is a change in the applicable value added tax or any other tax or fees imposed  by a competent authority, Alma Talent Oy shall have the right to amend its rates without notice and with immediate effect. Price changes made on the grounds above shall concern the relevant tax or fee component only.

9.1. The Contract shall enter into force once Alma Talent Oy has confirmed it with an order confirmation, supplied the Client with the usernames and passwords or otherwise provided the Service. Alma Talent Oy shall have the right to not conclude a Contract with the Client.

9.2. Unless otherwise agreed, the Contract shall remain in force for at least 12 months, after which it shall continue as valid until further notice with a 6-month period of notice. The earliest possible date of terminating the Contract is 12 months after the Contract enters into force. The period of notice shall always be counted as of the beginning of the calendar month following the notice of termination.

9.3. When it comes to one-time deliveries, the Contract cannot be terminated.

9.4. As an exception to the aforementioned, should providing the Service require a permit from an Information provider, the Contract may be terminated with immediate effect if the Information provider does not grant the necessary permit to the Client.

9.5. Insofar as the Services involve goods and/or services under the Finnish Consumer Protection Act, the parts of the Service subject to a charge are primarily considered electronically provided or delivered goods and/or services referred to in Section 6, Subsection 16(1) of the Consumer Protection Act (20 January 1978/38) that are not covered by the regulations of Chapter 6, Section 14 of the Consumer Protection Act on the right of withdrawal in distance selling. The delivery of the Service is started before the end of the withdrawal period as a result of the request or consent of the consumer and, when using the parts of the Service subject to a charge, the Client receives a notification on the lack of the right of withdrawal in line with the Consumer Protection Act. In situations other than those described above, the consumer has the right, according to the Consumer Protection Act, to withdraw their subscription to a Service subject to a charge within fourteen (14) days of placing the order.

9.6. Alma Talent Oy shall have the right to terminate the Contract with immediate effect without liability to pay compensation or refunds to the Client in the event that (i) the Client has a severe disruption of payment in relation to Alma Talent Oy or another company in the same Group, is declared bankrupt, wound up, subject to company administration or there are reasonable grounds to believe the Client is insolvent, (ii) the Client or a User appointed by it uses the Service in violation of applicable data protection legislation (e.g. by using the data of the Target group search for consumer marketing or untargeted B-to-B marketing) or activities competing with Alma Talent Oy; or (iii) control in the Client organisation is factually and materially changed. In case of a material breach of contract, either Party shall have the right to terminate the Contract with immediate effect.

9.7. The Contract must be terminated  in writing. Not paying an invoice or not using the Service do not constitute a termination of the Contract and do not serve as grounds for the immediate termination of the Service and reimbursement of the subscription fee.

9.8. The Client shall not have the right to transfer the Contract or any rights or obligations under the Contract to a third party without Alma Talent Oy’s prior written consent. Alma Talent Oy shall have the right to transfer the Contract to a company belonging to the same group of companies or in conjunction with a business transfer by informing the Client in writing.

9.9. At the end of the Contract, Alma Talent Oy shall have the right to receive full compensation for the performance and/or delivery of all duties and services performed and provided under the Contract. Should the Contract end before the end of the invoicing period due to a termination by the Client or a termination notice issued by Alma Talent Oy in line with Section 9.6, the Service provider shall not be liable to reimburse the Client for the already paid price of the remaining, unused Service subject to a charge.

9.10. The terms and conditions of the Contract that are intended to remain in force due to their purpose or nature will remain in force regardless of terminating the Contract (for example, terms and conditions concerning rights and confidentiality of the Service, limitations of liability, and use restrictions concerning datasets disclosed to the Client).

9.11. The Client understands and accepts that, at the end of the Contract, the Service provider has the right to erase the Client’s data and any materials produced by the Client and delivered to the Service. The Service provider is not liable to deliver the materials to the Client; instead, the Client is responsible for any backup copies of its materials.

10.1. Alma Talent Oy and Information providers shall post notifications and bulletins concerning contractual matters (such as contract terms, price information and product information) in the user interface of the Services. Additionally, Alma Talent Oy and Information providers may deliver notifications and bulletins by mail and/or e-mail. The Client is responsible for delivering to Alma Talent Oy updated information on the representative acting as the Client’s contact person and the e-mail address to which the notifications and bulletins can be sent.

10.2. The Client shall be deemed to have received notification after no later than seven (7) days of delivery by Alma Talent Oy to an e-mail address specified by the Client or publication in the user interface of the Service.

11.1. Any disputes arising from the interpretation or implementation of this Contract shall primarily be settled in negotiations between the parties. If a settlement cannot be reached in the negotiations, the dispute shall be settled in arbitration with one (1) arbitrator according to the arbitration rules of the Finland Chamber of Commerce. The arbitration will be organised in Finnish and take place in Helsinki.

11.2. Consumer customers can also bring the dispute to the general court of first instance of their municipality of residence and/or request a recommended decision from the Consumer Disputes Board (Consumer Disputes Board, Hämeentie 3/P.O. Box 306, FI-00531 Helsinki, Finland). Before bringing the dispute to the Consumer Disputes Board, we recommend that the User contact the Consumer Advisory Services.

11.3. This Contract shall be governed by the laws of Finland, with the exception of conflict of laws provisions.

12.1. To the extent that the use of the Service requires that the Client has a permission from the information-providing authorities to receive information, the use of the Service shall be allowed to only those Users that act as the representatives of specifically the company that has received this permission from the authorities. Permissions granted by information-providing authorities are tied with the business ID and, consequently, do not cover subsidiaries.

12.2. Additionally, the Contract may include additional terms and conditions specified by Information providers for their Services. The Client shall agree to any such terms and conditions when obtaining the relevant Services. In the event of a conflict between the terms of permission and other conditions set by Information providers and any other contract document, the terms set by Information providers shall take precedence.

12.3. If accessing a Service requires additional authorisation by an Information provider, Alma Talent Oy shall obtain the required authorisation prior to providing the Client’s Users with access rights to the relevant Service. The Client authorises Alma Talent Oy to apply for any such authorisation on the Client’s behalf.

12.4. Alma Talent Oy shall ensure that it has the right to grant the Client limited access rights to any Services brokered by Alma Talent Oy by obtaining authorisation from the relevant Information providers.

13.1. The Client undertakes to use the information obtained via the target group search the Client has conducted (‘Target group search’) or via a one-time data extraction conducted by Alma Talent Oy on the Client’s behalf only for the purposes and to the extent described in these terms and conditions. To the extent that Alma Talent Oy processes personal data in conjunction with the Target group search for and on behalf of the Client, the additional terms and conditions relating to data processing provided below shall also be applied. To the extent that it is a question of a one-time data extraction conducted by Alma Talent Oy on behalf of the Client, the following sections of these terms and conditions of use and contract shall not apply to cooperation, due to the nature of the Service: sections 2, 3.2–3.3, 3.5, 4.2–4.3, 4.5–4.6, 4.8, 4.12, 5.6, 6.3, 6.4., 8.2–8.4, 9.2, 9.4–9.5 and 11.2.

13.2. The office and decision-makers data in the Target group search is based on Alma Talent Oy’s Decision-makers database. The Decision-makers database refers to a data file owned, administered, and maintained by Alma Talent Oy, containing active Finnish companies and entities with their offices and details of their decision-makers based on area of responsibility. The regular data in the Decision-makers database includes corporate decision-makers’ personal data and/or contact information, with the information sources besides Information providers (e.g. Finnish Patent and Registration Office) including Alma Talent Oy’s own maintenance routines.

13.3. The Client and its Users may use the Target group search for one-time campaigns. Data files picked for campaign use may be used for a total maximum of two communications within 30 days of picking the target group. The communication can take place via direct mailing and/or telephone, but there may be a maximum of two communications, regardless of the method of communication. The picked data file may only be used in the Client’s own marketing and sales activities or surveys. Continuous use of the data files and their permanent storage in the Client’s own system are prohibited. However, the data file may be temporarily stored for sending the message in the system transmitting the message. The Client may permanently store persons who have requested a contact in connection with the campaign and/or been activated through telemarketing as well as their organisation details in its own system. After the expiry of the campaign-specific access rights (30 days), any copies of the data file must be erased (also from e-mail boxes).

13.4. Disclosure of data files by the Client or its appointed User to third parties is prohibited in all forms, excluding the delivery of data files to a partner relating to the transmission of the Client’s message and/or for telemarketing purposes. In this case, the Client shall require its partner to erase the data file within 30 days of the data file being picked.

13.5. In addition to the above-mentioned requirements, the Client undertakes to comply with the following special requirements for reporting the source of the personal data:

When using the data received from Alma Talent Oy, the Client must inform its customers and/or marketing contacts of the update to its data file in connection with the first communication as follows: ‘Client Ltd’s customer data file (Client’s e-mail address for communications), updated with the Alma Talent Decision-makers data file (e-mail: tietopalvelut@almatalent.fi)‘ or ‘Client Ltd’s marketing data file (Client’s e-mail address for communications), updated with the Alma Talent Decision-makers data file (e-mail: tietopalvelut@almatalent.fi)‘.

In the possible second communication, the Client reports the Client’s own data file as the source of data. The second communication must also take place within 30 days of the data file being picked.

13.6. If the address source entry is missing or is substantially incorrect or misleading, Alma Talent Oy shall have the right to charge the Client EUR 2,000 per sent campaign. However, this does not restrict Alma Talent’s other possible claims regarding the error or lack of the address source entry if the data protection authority intervenes in the matter or the error causes harm to Alma Talent Oy’s business operations.

Alma Talent Oy is entitled to charge the Client for EUR 5,000 per case of unauthorised use as well as the quadruple price for the picked registry if:

– the Client, its employee or the Client’s service provider uses the data file obtained for campaign use without authorisation after a one-time campaign, or
– the data file has been permanently stored in the Client’s or its service provider’s files/systems, or
– the Client or its User discloses the data file without authorisation to a third party or uses the data file for third-party purposes or interests.

However, this does not restrict Alma Talent’s right to compensation for losses incurred.

With regard to misuse, the sanctions shall survive the expiry of this Contract and the customer relationship. Alma Talent Oy shall have the right to add identifier and control data specified by Alma Talent Oy to the results of the Target group search for maintenance purposes and controlling the lawful use of the data pursuant to the Contract.

13.7. Alma Talent Oy or Information providers are not liable for any individual defects in data provided to the Client or consequences thereof. Effort will be made to deliver data considered to be materially defective again with rectified data content.

13.8. The Client is aware that the data is primarily obtained from publicly available sources, and that it is not necessary fully exhaustive, and that the coverage of information always depends on the query set.

13.9. The coverage of decision-makers’ mobile numbers depends on the selected target group. The coverage is indicated in the Target group search results page. The User may filter out decision-makers without a mobile number from the target group before payment.

13.10. The Client agrees to, at its own cost, arrange an adequate level of customer service which will receive and process the customer feedback concerning the direct marketing sent by the Client or other processing of personal data. The Client shall have adequate information technology and/or work supervision arrangements to ensure that the Client is not in contact with businesses or individuals who have prohibited it. The Client shall make sure that it does not send any communications to a company which has ceased to exist or which, based on the information concerning its commercial lifecycle, is passive or has ended its operations, or to a location and/or a person who is not active (anymore).

14.1. The use of the property sales drafting service shall be subject to a separate contract. As stated in section 5 of the general terms and conditions, Alma Talent Oy shall process, as the controller, the Client’s and its Users’ data in a manner described, and for the purposes specified, in the Alma Media privacy policy. For personal data in the documents drafted in the service, Alma Talent Oy shall be the processor of the data and the additional terms and conditions relating to data processing described below shall be applied to the processing. Alma Talent Oy may not process any personal data in the documents drafted in the property sales drafting service for its own purposes or disclose it to third parties. However, Alma Talent Oy shall have the right to compile and publish summaries of the Client’s and other Alma Talent Oy’s clients’ materials and other generic information, statistical or otherwise, provided that the Client or its customers cannot be identified.

15.1. Politically exposed person and sanction list search, the Risk Management Search Service

Alma Talent Oy shall provide the Client with the following: (a) a database search service (“Search Service”) that provides published and publicly available information (“Information” or “Data”) to the Client for the assessment and management of obligations concerning the compliance with regulations related to the following activities (“Permitted Purposes of Search Service”)(collectively, “Services”): money laundering, fraud, corruption, terrorism, organised crime, regular reporting, reporting of suspicious activities, sanctions, embargoes and other regulatory risks and obligations arising therefrom. The legal references in the special terms and conditions concerning these Services refer to US regulation.

15.2. Requirements for the Client

The Client must be a bank, other financial institution, or any other entity subject to legal or regulatory obligations with respect to money laundering, fraud, corruption, terrorism, organised crime, regular and suspicious activity reporting, sanctions, embargo, and other regulatory risks and obligations arising therefrom (“Regulatory Compliance Obligations”), and must agree to be bound by these terms and conditions.

15.3. Client data

In these terms and conditions, “Client Data” refers to information provided to Alma Talent Oy in connection with the Services that identifies a person or entity as the Client’s current or potential customer.

15.4. Use of the Search Service and Data

To the extent permitted by the data protection regulations, the Client may access and use the Data only for Permitted Purposes of the Search Service and not for any other purpose. Notwithstanding the foregoing, the Client undertakes not to re-publish or otherwise disclose the Data or Services in other ways than required by law or regulations, in order to be liable in legal process or otherwise comply with the Regulatory Compliance Obligations. Without limiting the generality of the foregoing, the Client shall refer to the Data received by mentioning its original source and not RDC or Alma Talent Oy’s other Information Providers. In addition, no warnings or reports shall be provided to anyone other than the Client, and the Client shall not distribute the reports to any of its own customers, consultants, subcontractors, or to any other party outside of the Client. The Client is solely responsible, at its own expense, for obtaining the necessary software, devices and connections needed to use the Services.

15.5. Explicitly prohibited uses

The Client and its Users, regardless of their location, are expressly prohibited from using the Service or the Data (i) to evaluate the consumer’s eligibility for a credit, insurance, employment, benefits or licence, or for any other measure affecting the consumer; (ii) in connection with debt collection; or (iii) to determine whether the consumer continues to meet the requirements of customership. The Client and its Users agree to use the Service or Data outside of the United States and in such a manner that the effect of such use is outside of the United States. In the event that Client or its Users use the Service or Data within the United States or in such a manner as to have an effect within the United States, the Client and its Users agree to operate outside the scope of the Fair Credit Reporting Act of the United States of America, 15 U.S.C. §1681, et seq. (“FCRA”), and expressly agree to comply with the requirements of the FCRA as described below. In addition, the Client is expressly prohibited from sharing the Service or Data with any of its customers, consultants, subcontractors or other parties external to the Client.

15.6. Data Protection Regulations

The Data Subject is an individual who is the subject of an inquiry. Personal data and its processing have meanings as assigned in the Data Protection Regulation.

The Client hereby guarantees to Alma Talent Oy that

• its business does not include the commercial exploitation of the Data, which means that it is not a competitor of Alma Talent Oy. If the Client breaches this condition, its right to use the Service shall terminate immediately;
• it has all the rights and authority to provide Customer Data to Alma Talent Oy for use in accordance with these terms and Alma Talent Oy has all the rights and authority to distribute Customer Data for use in accordance with these terms and conditions to the partners participating in the production of the Service;
• The provision of Customer Data to Alma Talent Oy and the processing thereof by Alma Talent Oy shall comply with applicable laws and regulations, including the Data Protection Regulations and any applicable data privacy laws and regulations, and the Client has in particular (a) obtained the Data Subject’s consent or an alternative legal basis for the sharing of Personal Data to Alma Talent Oy and the processing thereof in connection with the use of the Service; and (b) provided the Data Subject with all necessary information about the processing of their Personal Data in connection with the Service as required by the Data Protection Regulations, including informing the Data Subjects that their Personal Data will be shared with Alma Talent Oy and (a) providing transparent information about Alma Talent Oy’s and the Client’s responsibility to comply with the Data Protection Regulations; and (b) providing access to Alma Talent Oy’s privacy policy;
• The Client is responsible for ensuring that the processing of Personal Data is in compliance with the principles of the Data Protection Regulations, including that the Customer Data (a) is correct and not incomplete, and the Client must notify Alma Talent Oy without delay of any deficiencies or amendment needs; (b) contains the minimum information necessary for Alma Talent Oy to provide the Service, and does not contain sensitive personal data or special groups; and (c) is stored in a form that allows identification of the Data Subject only as long as it is necessary for the purpose of processing personal data.
• If the Client receives a complaint, notice or other contact (including from a Data Subject or an authority) that is directly or indirectly related to the Service, the Data provided through the Service, or the legality of either party’s actions, including compliance with the Data Protection Regulations or the data privacy information provided by the parties, the Client must immediately notify Alma Talent Oy and provide Alma Talent Oy with all possible assistance in connection with the complaint, notice or other contact.
• The Client shall provide Alma Talent Oy, in full cooperation, all possible assistance in connection with requests made by any individual (including Data Subjects), providing access, repairing, destroying or otherwise processing the personal data of the individual in question (“Data Subjects’ Requests”);
• The Client shall pay Alma Talent Oy reasonable expenses related to the complaints, notices or other contacts received by the Client, as well as assistance in the requests of Data Subjects, to the extent that the assistance cannot be handled within the framework of the normal Service;
• The Client shall process any personal data in accordance with applicable laws, regulations, decrees, standards and other similar instructions, such as guidelines issued by authorities (including but not limited to Data Protection Regulations);
• The Client shall take the necessary technical and organisational measures to prevent the unauthorised or illegal processing of personal data and the unintentional disposal, destruction or damaging of personal data in violation of the data security requirements of the Data Protection Regulations;
• The Client shall ensure that all the Client’s Users, employees, contract partners and agents who have access to confidential information or who have access to the Service have participated in regular training on the Data Protection Regulations (and any changes thereto during the Services);
• all Users, employees, contract partners or agents or other persons who have access to the Service are aware of the Client’s obligations and their personal obligations and responsibilities under the Data Protection Regulations and these terms and conditions;
• The Client shall take the necessary measures to ensure the reliability of all the Client’s Users, employees, subcontractors and agents who have access to the Service or confidential information;
• The Client shall notify the Company as soon as possible, and in any case within 24 hours, if it receives a request from any person (including a Data Subject) for access to the personal data of the person in question or an attempt to make any such request, including but not limited to the right to be forgotten, and shall ensure that Alma Talent Oy is notified before the Client replies or begins any measures in response to the request;
• the Client shall use the Data solely in accordance with these terms and conditions; and
• Upon request, the Client must confirm in writing to Alma Talent Oy that it has complied with these terms and conditions throughout the cooperation.

15.7. Third Party Rights

(a) Alma Talent Oy shall enter into a contract with the Client on its own behalf and with the authorisation of its partners participating in the production of the Service. Partners involved in the provision of the Service may also enforce their rights under these terms against the Client even if they are not parties to the Contract under the Contracts Act 1999, Rights of Third Parties.

(b) Unless otherwise expressly provided in these terms and conditions, a person who is not a party to the Contract is not entitled to invoke these terms and conditions under the Contracts Act 1999, Rights of Third Parties.

15.8. FRCA Restrictions

15.8.1.          Notwithstanding anything contained in these terms, the User expressly agrees not to use the Data obtained from the Services, in whole or in part, for any of the permitted purposes specified in 15 U.S.C. § 1681b, including, but not limited to, the following purposes: (i) to evaluate the consumer’s eligibility for a credit, insurance, employment, benefits or licence, or for any other measure affecting the consumer; (ii) in connection with debt collection; or (iii) to determine whether the consumer continues to meet the requirements of customership. The User shall agree to confirm annually that they continue to comply with these FRCA Restrictions.

15.8.2.          Notwithstanding the provisions of the preceding paragraph, the User may use the information received from the Service in connection with investigations pertaining to their employees, in accordance with 15 U.S.C. § 1681a(y). A permitted employee investigation concerns a suspected breach of employment relationship or compliance with national or local laws and regulations, or written instructions from a self-regulatory organisation or employer. The User shall ensure that (1) the Data is not used to assess the consumer’s creditworthiness; and (2) the Data is not disclosed to anyone other than: (a) the employer or the employer’s agent, (b) the public authority or government body, (c) a self-regulatory organisation with regulatory authority over the employee’s employer, (d) as otherwise required by law, or (e) government representatives pursuant to 15 U.S.C. § 1681f.

15.9. Search Service Licence Terms

15.9.1.          These terms of use apply to the use of the search licence in connection with the Search Service by each User (“Permitted User”) as authorised by the Client (usually the employer of the Permitted User) in order to access and use the Data within the Search Service.  Additional Users (“Permitted Additional Users”) will be charged separately. The Client expressly understands that the annual Licence Fee will be based on permitted use and the Client must inform Alma Talent Oy of any possible changes that require the payment of additional or new Licence Fees for Permitted Additional Users or otherwise. Duplicate use or sharing of usernames and passwords is not permitted. Use of the Search Service by Permitted Users and Additional Permitted Users is subject to these Search Service licence terms and conditions. In the event of a conflict between the special terms and conditions and the Search Service licence terms and conditions of section 14.9, the special terms and conditions for the Services shall be applied.

15.9.2.          The Permitted User and Permitted Additional User shall not:

(a)                 reproduce, distribute, sell, disclose, present, disseminate or display the Data to any third party, including other parties within the organisations of the Client or its group companies, or make the Data available for such purpose;

(b)                 remove, disguise or alter any copyright notices in the Search Service or Data;

(c)                 create or store in electronic form any library or archive containing shared Data that could be used as a search application;

(d)                 share with any third party the password they use to access the Search Service. The Permitted User and the Permitted Additional User are obliged to inform the administrator or Alma Talent Oy if they notice or suspect that any passwords are being used without permission for the use of the Search Service by such a person who has not been granted authorisation by the Client or are being used by more than one Permitted User or Permitted Additional User.

15.9.3.          Use of Content

The Permitted User and Permitted Additional User may:

(a)                 view and download the Data for their own use; and

(b)                 take individual articles occasionally and irregularly from the Data as part of internal reports and/or reports to be delivered to the Client, under the condition that such articles (or parts thereof) contain references to the article’s author or provider.

15.9.4.          Web Content

In these terms and conditions, Web Content refers to publicly available content that can be accessed through the Search Service through links to third party websites and is referred to in the Search Service as originating from the internet. Alma Talent Oy or its service providers select websites through which the Web Content is available and exercise reasonable caution in doing so. However, unlike the Data contained in the Search Service, Web Content is not made available under any licence agreement with any third party, and therefore Alma Talent Oy does not, and cannot, grant any licence to use of Web Content. It is the responsibility of the Permitted User and Additional Permitted Users to determine the extent to which the Web Content is used.

15.10. Price changes

Alma Talent Oy shall have the right to raise or change prices after the end of the Service’s contract period.

15.11. Taxes

The Client shall be solely responsible for all of the direct and indirect taxes and fees in connection with the Service (excluding the income taxes of Alma Talent Oy and its partners) that are required by the authority to be paid in connection with the licence granted by Alma Talent Oy. If Alma Talent Oy or a partner participating in the production of Alma Talent Oy’s Service has to pay such tax or fee, the Client shall reimburse Alma Talent Oy for it or, in its place, provide Alma Talent Oy with documentation by which the obligation to pay the tax or fee can be validly cancelled.

15.12. The Client’s liability for compensation

The Client shall indemnify, defend and prevent Alma Talent Oy and its group companies, employees, representatives and agents (collectively “Compensation Recipients”) from being held liable for any judgments, fines, settlement fees, reasonable attorneys’ fees and other penalties (“Costs”) related to or arising out of or in connection with any presented or threatened challenge, claim, suit, investigation or any other action taken by any third party, including but not limited to any action taken by the Client’s customers, subcontractors, agents or consultants (“Third Party Claims”) to the extent Third Party Claims are related to (i) any breach by the Client of the terms and conditions; (ii) gross negligence or malice on the part of the Client, its employees or representatives; or (iii) any other claim not resulting from negligence, malice or breach of contract on the part of Alma Talent Oy.

16.1. Alma Talent Oy provides various digital services related to training, such as electronically delivered training materials, online courses and the digital training platform Seduo. Section 16.2 applies to any training-related Services, and additionally, Sections 16.3–16.11 apply to the Seduo training service.

16.2. Provided that the Client complies with the terms and conditions of the Contract, Alma Talent Oy grants to the Client limited, non-exclusive and untransferable access rights to the training-related Services (including training materials) in accordance with this Section. The Client shall not have the right to forward, rent out or lend the access rights to the Service targeted by the Contract (including training materials). The content of the training service must not be copied or saved, with the exception of short citations where the source is appropriately mentioned. Moreover, the content in the Seduo training service must not be copied or saved outside the Training service unless the content was added to the Training service by the Client. However, in connection with training, assignment templates or additional materials may be delivered to the User and the User may save them on their computer for personal use as part of completing the training. This right to save materials does not apply to video materials. The Client shall not have the right to forward, rent out or lend the access rights to the Service targeted by the Contract, including training materials.

16.3. Alma Talent Oy acts as the exclusive reseller of the Seduo training service (‘Training service’) in Finland. Alma Talent Oy is responsible for the marketing and customer service of the Training service. Seduo is a service developed by Alma Talent Oy’s Czech subsidiary LMC s.r.o. (‘LMC’) and its intellectual property rights are owned by LMC. LMC is responsible for the technological functionality, development and administration of the Training service as a subcontractor of Alma Talent Oy.

16.4. The Training service enables Users to study flexibly across devices. The Training service consists of the system and the training portfolio available in the system at each time. In addition to the training portfolio offered by Alma Talent Oy, the Training service can also have the Client’s own training materials with access rights granted only to the Client’s Users, if agreed upon separately. Alma Talent Oy grants the Client limited and non-exclusive access rights to the Training service in accordance with the Contract. The Training service can be found at seduo.almatalent.fi.

16.5. Users specifically authorised by the Client have access to the yritys.seduo.fi site that contains information related to the use of the Service and the related tracking tools. The use of the site is included in corporate events.

16.6. The use and administration services required by the use of the Training service are included in the service to the extent provided by Alma Talent Oy at each time. The use and administration services of the Training service include the following:

• Troubleshooting and fixing functionality issues in the system;
• User training for the Training service as agreed;
• Training service guidance for users via telephone and e-mail primarily on weekdays between 8 a.m. and 4 p.m.

Alma Talent Oy aims to further develop the Training service so that it fulfils the requirements of legislation and official regulations valid at each time.

16.7. Alma Talent Oy is responsible for ensuring that the Training service (excluding training materials) do not infringe on the rights of a third party in Finland. Alma Talent Oy is liable to, at their expense, defend the Client if a party claims that the Training service (excluding training materials) infringes on the rights of a third party in Finland, provided that the Client informs Alma Talent Oy of the presented claim in writing without delay and allows Alma Talent Oy to use the defendant’s right to speak and provides any available necessary information and assistance and the necessary authorisations to Alma Talent Oy upon the request of Alma Talent Oy. Alma Talent Oy is liable to pay any sentenced or agreed compensation to the third party if the Client has acted as specified above.

16.8. Alma updates and expands the content portfolio of the Training service and aims to ensure that the Training service offers diverse content.

16.9. The Client is responsible for ensuring that it has all the rights to any information and materials saved in the Training service by the Client and that using the information and materials in the Training service in line with the Contract is not in violation of legislation, official regulations or good practice. The Client is liable, at its own expense, for any costs, losses and disputes resulting from information or materials violating the aforementioned responsibility of the Client insofar as they are targeted at Alma Talent Oy. Should the Client misuse the Training service by, for example, saving copyright-protected materials in the Training service without the permission of the right-holder, Alma Talent Oy shall have the right to terminate the Contract without liability for damages.

16.10. The Client may use the Training service in the manner intended for the service. The Client may grant access rights in its organisation according to the number of licences agreed upon in the Contract. The individuals receiving access rights must be employed by the Client or have a corresponding contractual relationship with the Client, and the access rights shall only be valid for the duration of the relationship in question. Any access rights based on purchased licences are personal and cannot be transferred to others. The Client is responsible for ensuring that the Training service is only used by Users to whom the Client has granted access rights. However, situations where the original User has not deployed the Service form an exception to the aforementioned. In that case, their access rights can be transferred to another User within the same organisation. The Client is not granted any rights to the use of the Training service other than those expressly specified in this Section.

16.11. Any training materials saved by the Client in the Training service and any rights related to the materials belong to the Client. Alma Talent Oy has the right to access the information saved by the Client in the Training service (including personal data) and use the information insofar as required by the provision of the Training service and the performance of the administration and customer service tasks related to the Training service. Should Alma Talent Oy process personal data on behalf of the Client, the terms and conditions of processing personal data specified below shall apply.

16.12. Alma Talent Oy shall have the right to use the Contract concluded with the Client as a public client reference.

17.1. These special terms and conditions apply to various digital content services provided by Alma Talent Oy (including informative and entertaining content readable and viewable on Internet sites and in applications made for various devices, electronic databases, online stores and materials sent by the Service provider to the User via e-mail, such as newsletters, hereinafter referred to as ‘Content service’).

17.2. In addition, content produced by third parties is subject to its separate terms and conditions of use which the User agrees to comply with when using the content in question. The terms and conditions of use of the dictionary content of Kielikone Ltd can be found here.

17.3. The Content services are intended for informative purposes only and targeted exclusively at Finland unless otherwise expressly agreed or announced.

17.4. The Service provider grants the User limited access rights to the Content service and the materials included in the service. The Service provider grants the User the right to view and download the materials available in the Service and print them out for the personal use of the User, such as professional or self-development purposes. This granting of access rights is not indication of transferring the proprietary right to the materials or any copies thereof.

17.5. Access rights entail the following restrictions:

1. The User does not have the right to edit the materials in any way or copy the materials, display them in public or in any other way release the materials or use them for commercial purposes, unless expressly apparent due to the nature or terms of use of an individual Content service;
2. The User is liable for keeping any copyright and other right-related notifications included in the materials in any printouts and copies of the materials downloaded by the User;
3. The User is liable to comply with these terms and conditions of contract and use as well as any additional terms and conditions specific to a product or a service included in the Content service.

The Service provider does not grant to the User any rights other than those expressly specified in these terms and conditions of contract and use.

17.6. The Content services and the materials included in the services contain materials protected by copyright as referred to in copyright legislation and international copyright agreements. The right of ownership and copyright of the Content services and any other intellectual property rights related to the Content service and the materials included in the service (including, for example, copyrights, registered and unregistered trademarks and design copyrights, patents, domain names, business secrets and database rights) belong to the Service provider, its cooperation partners or other rights-holders. Any goodwill value resulting from the use of the intellectual property rights belonging to the Service provider belongs, in full, to the Service provider.

17.7. However, the User has the right to extract short citations of text and use them in their documents in accordance with valid legislation and good practice and to the extent required by the purpose. When citing the materials, the User must refer to the copyright and mention the Content service from which the materials were obtained as a source in accordance with the applicable reference and bibliography practice, if necessary. The User has the right to copy and disclose citations of text obtained through the Content service as part of a document created by the User. The User does not have the right to copy or make available to the public any materials available in the Content service or other content of the Content service to a larger extent than allowed above.

17.8. The User has the right to use the document templates included in the Content service as a basis for documents created by the User. The User does not have the right to copy, transfer, publish, make available to the public, use commercially or use in any other way the database or software related to the Content service or its content, except where allowed by these terms and conditions of contract and use. Moreover, the User does not have the right to collect parts of the Content service and form them into another service or material portfolio. Using or utilising the content on the basis of the regulations of the Finnish Copyright Act concerning contractual licences is forbidden.

18.1. Asuntopuntari is an AI-based tool which uses available broad data materials and several machine learning models to assess the sales or rent prices of housing, as well as their predicted development and marketing time. These terms and conditions apply only to the browser service of Asuntopuntari, which is used through the Information Services portal and is behind the login. These terms and conditions do not apply if Asuntopuntari is used in any other way (e.g. iFrame, Batch and API solutions) and/or if the use is subject to a separate written agreement with the Client and Asuntopuntari’s Information Provider. In such situations, the Client and the Service Provider always sign a separate written agreement.

18.2. As the primary data material, Asuntopuntari uses the etuovi.com notification data and the vuokraovi.com notification data in the teaching of machine learning models. The Service Provider has the right to use other data sources or other teaching data, or to change existing data sources to other data sources.

18.3. The User shall enter the information about the site for forming the sale or rent price assessment into the Service. The Service stores data about the sites being assessed and their predictions.

18.4. The Client grants the Supplier the right to process the Client’s materials stored in the Service for the performance of the obligations under the Contract and for the provision of the Service (including, among others, statistical processing of the material for the development of the Service). With respect to the processing of personal data, the terms and conditions in Section 5 are complied with.

18.5. The Client is responsible for the accuracy and timeliness of all of its own data and materials relating to the Service, and for ensuring that it has obtained the necessary consents from third parties and that the data or material does not infringe the rights of third parties, such as privacy protection or applicable legislation. The Client is responsible for ensuring that the Client acts in accordance with the law when using the Service.

18.6. Under the Contract, the Client has the right to use the Service and the material related to the Service exclusively for the internal needs of its own business, taking into account the restrictions set out in these terms and conditions of use. Even after the termination of the Contract, the Client has the right to use material derived from the Service (reports, etc.), including the Client’s material and material that has been disclosed to the Client during the Service. Through the use of the Service, the Client does not acquire any rights in relation to the applications, processes, service models or their implementation solutions (e.g., machine intelligence, including algorithms and statistical methods) that are included in, used or utilised in the Service or in the related documentation.

These terms and conditions for the processing of personal data shall be applied between Alma Talent Oy and the Client to the extent that the Services include processing personal data received from the Client by Alma Talent Oy for and on behalf of the Client.

Such processing takes place in the following situations:

1. The Client delivers contacts contained by the Client’s data files to Alma Talent Oy in order to compare them with the Decision-maker data disclosed by Alma Talent Oy and to update them using the data provided by Alma Talent Oy.
2. In the property sales drafting service, the Client saves and archives in the Service documents that are associated property sales, land leases and mortgage-related matters and that contain personal data.
3. In the Risk Management Search Service, Alma Talent Oy processes the personal data of individuals targeted by the Client’s risk management investigation as entered into the Service by the Client when implementing related searches.
4. In terms of the Seduo training system, the parties will separately agree on the types of personal data processing to which these terms of processing will be applied.
   In case of conflicts between the Contract between the Parties and these terms and conditions, these terms and conditions shall take precedence.

1. The Client acts as the controller as referred to in data protection regulations, and it specifies the purposes and means of the processing of personal data. In the above-mentioned situations, Alma Talent Oy acts as the processor of personal data as referred to in data protection regulations, processing the Client’s personal data for and on behalf of the Client.
2. The object, nature and purpose of the processing of personal data and the types of personal data and groups of subjects are described in the Contract, in conjunction with these terms and conditions or in a separate Appendix or separate written instructions issued by the Client prior to the commencement of data processing.
3. Provisions on processing

3.1 The Parties agree to comply with the currently applicable and valid EU and national legislation on the processing of personal data and privacy protection, such as the European Union’s General Data Protection Regulation (EU) 2016/679 and the Directive on privacy and electronic communications (EU) 2002/58 (and any supplementary or substitutive regulations) (‘Data protection regulations’). The Data protection regulations define the terms controller, data subject, personal data, personal data breach, processor, processing, standard contractual clauses and sub-processor.

3.2 The Client is liable for:
3.2.1 the Client having a grounds for processing the data subjects’ personal data and transmitting it to Alma Talent for processing, as required by the Data Protection Regulations;
3.2.2 complying with the obligations imposed on the controller by the Data protection regulations, including but not limited to the obligation to inform the data subjects of the processing of their data as required in the Data protection regulations; and
3.2.3 the written instructions issued by the Client to Alma Talent Oy being in compliance with the Data Protection Regulations.

3.3 As the processor, Alma Talent Oy agrees to:

3.3.1 implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account 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;
3.3.2 only process the personal data of the subjects for the Client and in accordance with the Data protection regulations in force at the time;
3.3.3 only process the data subjects’ personal data for the agreed purposes and in accordance with the written instructions based on the Data protection regulations issued by the Client from time to time. Unless otherwise agreed, these terms and conditions of contract shall exclusively make up the Client’s written instructions;
3.3.4 notify the Client without delay if it considers the Client’s written instructions to breach the Data protection regulations;
3.3.5 ensure that persons who process personal data are committed to compliance with the obligation of secrecy;
3.3.6 see to the appropriate protection of personal data received from the Client in accordance with its own practices, the requirements of the Contract and the Client’s written instructions in order to ensure the confidentiality, integrity and availability of the personal data.
3.3.7 to the extent that the Client is unable to fulfil its obligations otherwise, assist the Client in fulfilling the Client’s obligation to respond to requests concerning exercising the subjects’ rights laid down in the Data protection regulations by providing the Client with the data subject’s personal data in a machine-readable format when requested, for example;
3.3.8 help the Client to ensure that the controller’s obligations laid down in the Data protection regulations are complied with;
3.3.9 erase all personal data once processing-related services are no longer provided, except if and to the extent that compelling European Union or national legislation applied to Alma Talent Oy requires storing the personal data. The parties understand that the data is erased from back-up copies once old back-up copies are replaced by newer ones;
3.3.10 notify the Client without delay of any personal data breach it becomes aware of;
3.3.11 provide the Client with access to information available to Alma Talent Oy required for proving compliance with the obligations laid down in the Data protection regulations; and
3.3.12 permit the Client or an auditor authorised by the Client to carry out audits and take part in them as required by the Data protection regulations;
3.3.13 notify the Client of requests for information by the authorities relating to the processing of personal data, unless this is in violation of compelling regulation.

3.4 The Client provides Alma Talent Oy with a general advance permission to use the services of another processor of personal data. Alma Talent Oy is liable for the work of its subcontractors as if it had performed the work itself  and concludes a written contract with them. The Client has the right to object to using a specific subcontractor for a justified reason; in this case, Alma Talent Oy shall aim to take commercially reasonable measures to replace the subcontractor with another one. If the above-mentioned replacement cannot be carried out, the parties shall have the right to terminate the Contract without any liability for damages. The termination of the Contract shall not discharge the Client from its liability to pay for measures taken prior to the termination.

3.5 The Client accepts that providing the services described in the Contract may require the transfer of personal data outside the EU/EEA. Alma Talent Oy undertakes to ensure that the transfer outside the EU/EEA takes place using lawful data transfer mechanisms described in the Data protection regulations, such as the EU’s standard contractual clauses.

3.6 Unless otherwise agreed in writing, Alma Talent Oy shall charge for the measures described in sections 3.3.7–3.3.8, 3.3.11–3.3.12 above in accordance with its hourly price list in force at the time. Alma Talent Oy shall also have the right to charge for additional costs incurred due to compliance with the Client’s written instructions amended after the entry into force of these terms and conditions.

3.7 Alma Talent Oy is liable for direct losses incurred by the Client (including administrative fines imposed by the authorities, damages paid to data subjects and reasonable legal expenses) caused directly by Alma Talent Oy having processed personal data it has received from the Client as the processor in violation of these additional terms and conditions for data processing or obligations imposed on processor by the Data protection regulations. Alma Talent Oy’s total liability for direct losses totals a maximum of 40% of the total price of the Service in question, exclusive of value added tax. If the subject of the Service is exclusively a fixed-term product or service or one valid until further notice billed as recurring payments, however, the liability for damages is at the most the calculated monthly price for the product or service in question at the time of the breach, exclusive of value added tax, multiplied by twelve (12). Alma Talent Oy shall not be liable for lost profits or other consequential damages. Alma Talent Oy shall not be liable for damages or administrative fines to the extent that the damages or administrative fines are directly or consequentially caused by any action or neglect other than those of Alma Talent Oy. If Alma Talent Oy has, due to an official regulation or court decision, had to compensate a data subject or other third party for a share of damages larger than the limitation of liability mentioned in this Section 3.7, the Client agrees to compensate Alma Talent Oy for the share not included in the liability of Alma Talent Oy under this Section 3.7.

4. Details concerning the processing of personal data

Decision-makers data file Target group search and one-time data extractions

The personal data being processed comprises the following categories of data subjects:
– Client’s end customers
– Client’s potential customers

The personal data being processed is comprised of the following categories of personal data:
Name, workplace address, telephone number, e-mail address, title, area of responsibility

The processing is necessary so that Alma Talent can perform the following measures:
Alma Talent will process the Client’s personal data for the duration of the Contract (unless another period of processing has been agreed upon below) in order to provide the agreed Service to the Clients. In providing the Service, Alma Talent can process personal data in order to provide, inter alia, the following functions:
Delivering data contained by the Client’s own data file to Alma Talent so that it can be compared and updated with the data disclosed by Alma Talent

Alma Talent may store personal data at the most:
The personal data will be processed for as long as the Contract is valid.

Property sales drafting service

The personal data being processed comprises the following categories of data subjects:

• Parties to the digital property sales, land lease or mortgage transaction.

The personal data being processed is comprised of the following categories of personal data:

Name, personal identity code, address, telephone number, e-mail address, site ID (property, parcel or installation identification code), mortgage deed number, information required for an application for the registration of title.

The processing is necessary so that Alma Talent can perform the following measures:

Alma Talent will process the Client’s personal data for the duration of the Contract (unless another period of processing has been agreed upon in writing) in order to provide the agreed Service to the Clients. In addition, the National Land Survey of Finland requires that certain log data be stored for 12 years.

Risk Management Search Service

The personal data being processed comprises the following categories of data subjects:
Individuals included in the Client’s stakeholders on whom the regulations require the Client to implement certain background checks

The personal data being processed is comprised of the following categories of personal data:
Name, address, date of birth, nationality, professional interests and background information.

The processing is necessary so that Alma Talent can perform the following measures:
Alma Talent will process the Client’s personal data for the duration of the Contract (unless another period of processing has been agreed upon below) in order to provide the agreed Service to the Client. In providing the Service, Alma Talent can process personal data in order to provide, inter alia, the following functions:

– Processing of data used by the Client as search criteria.

Seduo training system

The parties will separately agree on the types of personal data processing to which these terms of processing will be applied, specifying the target of processing, in other words the types of personal data to be processed, together. Unless otherwise agreed, the personal data processed by Alma apply to natural persons who are employees of the Client.

The Client understands that Alma primarily processes the data of the Client’s employees in the capacity of a controller for purposes such as developing and customising the Service, whereupon these terms and conditions of processing will not apply, and Alma will be responsible for its processing measures as an independent controller.

Alma Talent may store personal data at the most:
The personal data will be processed for as long as the Contract is valid. Personal data may be stored (but not actively processed) for as long as is required by accounting or regulations.

Information about the update of terms and conditions in autumn 2022

The most recent changes have been made to the following terms and conditions:

– 3.5 / additional clarification regarding the prohibition of the use of robots

– 3.9 / added a completely new section regarding the trial use of the Service

– 5.7 / added a completely new section regarding the personal data of other persons provided by the Client

-18 / added special conditions for Asuntopuntari as section 18