General
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1.1 These General Terms and Conditions of Use (“T&C”) constitutes the entire “Agreement” between the parties. This Agreement shall govern the Customer’s access to and use of the Liid products and services purchased by the Customer as listed on the Subscription page in the Online dashboard. (collectively, “Liid Services”). The Liid Services are provided by Liid Oy (“Liid”) and its third party providers, as applicable, on and through the Salestrail mobile application, Salestrail Recorder APK and Salestrail Dashboard.

Right of Use
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2.1 Customer is obligated to access and use the Liid Services, and any content accessed by or provided therein, in accordance with all applicable laws, rules and regulations and agrees to Liid’s Privacy Policy. Liid reserves the right to make changes to its policies and the Liid Services at any time.
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2.2 The Customer is responsible for following the applicable laws, rules and regulations regarding call tracking and call recording (when applicable) in the jurisdiction both the caller and the receiver are from. Liid Oy cannot be held responsible for the lawfulness of recording calls.

Prerequisites
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3.1 Customer shall be responsible for obtaining and maintaining all hardware, software, communications equipment and network infrastructures required to access and use the Liid Services.

Accounts and Passwords
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4.1 Customer will receive the necessary login details and passwords to set up, log in to and/or access the Liid Services. Customer shall have sole responsibility for all activities relating to such Customer’s account and shall immediately inform Liid of any unauthorized use of the Customer’s account.

Invoicing and Payment
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5.1 Prior to the start of the Initial Term, Customer will be invoiced for the full amount due as according to the Billing Schedule. Except as provided in Section 5.4 below, payment obligations are non-cancellable.
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5.2 Unless otherwise stated, Liid’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchase of Liid Services. If Liid has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Liid with a valid tax exemption certificate from the appropriate taxing authority.
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5.3 Unless otherwise agreed in writing, all discounts given upon purchase are only valid for the Initial Term.
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5.4 If Customer is in breach of this Section, Liid shall be entitled to charge default interest on the outstanding fees in the maximum amount allowable by law and/or suspend or terminate access to the Liid Services at its sole option, with or without notice to Customer. Additional claims for payment default remain reserved.
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5.5 In the event Liid materially breaches this Agreement, and such breach remains uncured for a period of thirty (30) days after written notice from Customer, Customer shall be entitled to a pro-rata refund for the portion of the then-current term that has been pre-paid and is subject to the material breach and remains uncured.
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Duration and Cancellation
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6.1 The Agreement shall commence upon purchase and shall continue until terminated by either party in accordance with the Agreement. Each LiiD Authorisation Form shall set forth the initial term for the Services licensed thereunder (the “Initial Term”).
The Customer may cancel a monthly subscription by giving Liid at least thirty (30) days notice in writing. The cancellation shall be given in writing to the following address: support@liid.com.
The Customer may cancel an annual subscriptions by giving Liid at least ninety (90) days notice before renewal. The cancellation shall be given in writing to the following address: support@liid.com. The annual subscription shall automatically renew for successive one (1) year periods (each, a “Renewal Term”, and together with the Initial Term, the “Term”), unless either party notifies the other of its intention not to renew the annual subscription.
Liid reserves the right to change product prices at any time with a thirty (30) days notice period.
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6.2 A timely cancellation according to Section 6.1 will become effective as of the end of the respective term. Upon expiration or termination of the Agreement, Customer’s access rights and all other rights granted under this Agreement shall expire. Termination of the Agreement shall not act as a waiver of any breach of the Agreement and shall not release a party from any liability for breach of such party’s obligations under the Agreement that occurred prior to the effective date of termination.
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6.3 In addition to other rights and remedies available to Liid, Liid is entitled to cancel the Agreement without notice if Customer violates essential or material obligations under the Agreement. Liid also reserves the right to cancel the Agreement without notice if a substantial decline in the asset situation of Customer occurs, if insolvency proceedings are opened for the assets of Customer or if such proceedings are rejected due to lack of assets.
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6.4 The following Sections shall survive the expiration, termination or cancellation of the Agreement in full force and effect: General, Intellectual Property, Data Use and Restrictions, Liability and Warranty, and Additional Provisions.

Intellectual Property
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7.1 Subject to applicable law, the content in the Liid Services, except for content created by users and third parties if any, including without limitation, software, code, forms, text and other materials, trademarks, service marks or logos contained therein (“Marks”), are owned by or licensed to Liid. Customer’s use of the Liid Services is limited to the rights granted to Customer under this Agreement and Liid reserves all rights not expressly granted herein.

Data Use and Restrictions
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8.1 The rights granted to the Customer under this Agreement do not include any resale of any portion of the Liid Services or its contents; any collection and use of any derivative of the Liid Services or its contents; any downloading or copying of account information for the benefit of another company or party; or any use of data mining, robots, or similar data gathering and extraction tools. The Liid Services or any portion of the Liid Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any purpose inconsistent with the limited rights granted to Customer under this Agreement. Customer may not frame or utilize framing techniques to enclose any trade mark, logo, or other Liid generated content, or use meta tags or any other “hidden text” or data elements utilizing Liid’s name or trademarks without express written consent by Liid. Liid shall in no way be responsible or liable for unauthorized use or disclosure of personal information by the Customer.

Liability and Warranty
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9.1 To the maximum extent permitted by applicable law, either party’s total, aggregate liability arising out of or in connection with this Agreement shall in no event exceed the total amount of payments due by Customer to Liid during the initial term or the then applicable renewal term of the Agreement.
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9.2 To the maximum extent permitted by applicable law, in no event shall either party be liable for any, indirect, incidental, special, consequential or exemplary damages, however caused and under any theory of liability arising out of or in connection with this Agreement. This shall include, but not be limited to, any loss of; profit, goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.
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9.3 Liid warrants that it has the legal power and authority to enter into this Agreement. Except as provided herein, Liid provides the Liid Services "as is" without any warranty or condition of any kind, express or implied. Liid does not guarantee uninterrupted, secure or error-free operation of the Liid Services. Liid makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information or data accessed on or through the Liid Services. No information obtained from Liid or through the Liid Services, whether oral or written, shall create any warranty not expressly stated in this Agreement.

Operating Hours and System Maintenance
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10.1 Liid shall use commercially reasonable efforts to ensure that the Customer receives uninterrupted and continuing service throughout the term of the Agreement.
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10.2 Notwithstanding Section 10.1, Liid may need to carry out routine maintenance or urgent maintenance or the Liid Services may become unavailable for reasons not within Liid’s control. In such case, Liid shall use commercially reasonable efforts to inform the Customer of any downtime and restore the Liid Services as soon as reasonably practicable. In the event Liid fails to use commercially reasonable efforts and the Liid Services remain unavailable to Customer for more than five (5) business days of Customer first notifying Liid of such unavailability, Liid will issue to Customer a credit in an amount equal to the prorated charges of one day’s usage fees for every day that the Liid Services are unavailable for the Customer.

Additional Provisions
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11.1 The Agreement will be governed by and interpreted in accordance with the laws of the jurisdiction where Liid is located.
To the extent allowed by law, Customer irrevocably agrees all disputes arising out of or in connection with this Agreement shall be finally settled by binding arbitration under the Arbitration Rules of the Finnish Central Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Finland. The language of the arbitral proceedings shall be English (or as determined between the parties). Judgement upon any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator is authorized to include in the award an allocation to any party of such costs and expenses, including reasonable attorneys’ fees, as the arbitrator shall deem reasonable.
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11.2 A party’s waiver of a breach or default by the other party of any provision of the Agreement shall not be construed as a waiver of any succeeding breach or default by the other party, nor shall a party’s failure to exercise or enforce any right or provision of the Agreement be deemed to be a waiver of such right or provision.
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11.3 Invalidity of any specific provision of this Agreement shall not affect the validity of the remaining provisions. Any invalid provision shall be replaced by a valid provision, which comes as close as possible to the intent of the invalid provision.
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11.4 Neither this Agreement nor any obligation or right hereunder may be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that both parties may assign this Agreement in whole without the other party’s prior consent to a successor in interest in connection with a merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates on condition that such successor in interest agrees in writing to comply with all terms and conditions of this Agreement.
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11.5 Both parties acknowledge and agree that this Agreement constitutes the entire agreement between the parties with regard to the subject matter herein. Any other terms and conditions, including, without limitation, terms and conditions on or attached to a purchase order, vendor registration documents, tenders or request for proposals are void and shall be of no force and effect regardless of whether they are delivered to Liid prior to, concurrently, or after the execution of this Agreement. Performance by Liid with respect to the Liid Services shall not constitute acceptance of any additional or alternative terms and conditions nor shall a failure to act on said additional terms and conditions constitute acceptance of the provisions contained therein.
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11.6 This Agreement may only be amended in writing signed by an authorized representative of both parties.
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11.7 Customer and Liid agree that notices may be sent by electronic mail, to the electronic mail address indicated here, or then- current electronic mail address provided by a party to the other party and designated as the proper electronic mail address, and agree that notices are deemed received forty-eight (48) hours after transmission. Each party agrees that any electronic communication will satisfy any legal communication requirements, including all such communication required by applicable laws to be in writing.

Introduction
This Personal Data Processing agreement (”Annex”) is an inseparable part of the agreement between Liid Oy (”Provider”) and The company making the purchase (”Customer”) on the date the purchase was made, concerning [The LiiD ]-services (”Agreement”).
The purpose of this Annex is to agree on the privacy and data protection of the Personal Data of the Controller in the services of the Provider. This Annex constitutes a written agreement in accordance with the EU General Data Protection Regulation (679/2016) (“Regulation”) concerning the processing of personal data. Those obligations and rights that are directly based on the EU General Data Protection Regulation shall enter into force only when the application of the EU General Data Protection begins on 25 May 2018.
If the terms concerning the Processing of Personal Data of the Annex and the Agreement are in conflict, the parties shall primarily apply the terms of this Annex.

Definitions
In accordance with the EU General Data Protection Regulation, the terms below are defined as follows:
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​“Controller” shall mean the Customer or the Customer’s client, who shall define the purposes and methods of Personal Data Processing.
​“Processor” shall mean the Provider, who shall Process Personal Data on behalf of the Controller based on the Agreement.
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​“Processing” or “Processing Activities” shall mean any operation or set of operation which is performed on Personal Data or sets of personal data using automated means or manually, such as data collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
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​“Personal Data” shall mean any information relating to an identified or identifiable natural person, hereafter ”Data Subject”; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
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​“Personal Data Breach” shall mean a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed.

Data Protection and Processing Personal Data
3.1 Obligations of the Provider and the Customer
The Provider shall process the Personal Data of the Controller on behalf of, and commissioned by the Customer, on the grounds of the Agreement. The Personal Data that the Provider Processes may relate to, e.g. employees or customers. The Customer or the Customer’s client shall be the Controller and the Provider shall be the Processor of the Personal Data Processed in the service. The parties undertake to abide by the legislation, decrees and authority orders and guidelines concerning Processing of Personal Data in force from time to time both in Finland and EU.
The Controller shall be liable for having the necessary rights and justifications, and for having obtained the necessary consents for the Processing of Personal Data. The Controller shall be liable for drafting the privacy policy and informing the Data Subjects. The Customer is responsible for the validity of the personal data is has delivered to the Provider.
The Controller is entitled and obligated to define the purpose and methods of the Processing of Personal Data. The subject, character and purpose of Processing is defined in more detail in the Agreement. The types of Personal Data and sets of data subjects Processed in the services have been defined in the form specifying the Processing operations, Annex 1.
The Provider is entitled to Process the Personal Data and other data of the Controller only on the grounds of the Agreement, this Annex and according to the written guidelines of the Customer and only to the extent and in a manner, it is necessary in order to provide services. The Provider shall notify the Customer if any conflict with the data protection legislation of EU or Finland is detected in the guidelines and in such a case, the Provider may immediately decline and stop the application of the guidelines of the Customer.
The Provider shall maintain the service description or other record of the Processing Activities of the service in cases where it is required to do so by the EU General Data Protection Regulation. The Provider is entitled to collect anonymous and statistic data of the use of the services pursuant to the Agreement, that does not specify the Customer nor data subjects and uses it for analyzing and developing its services.
3.2 Deletion or Returning of Data
After the expiry of the Agreement, the Provider shall return or delete, according to the guidelines of the Customer, all the personal data of the Controller and delete all duplicates, unless applicable legislation requires the retention of the Personal Data.
3.3 Subcontractors
The Provider may use subcontractors for Processing the Controller’s Personal Data. The Provider is responsible for its subcontractor’s actions as for its own and shall draft written agreements with the subcontractors concerning the Processing of Personal Data. If requested, the Provider shall inform the Customer beforehand of subcontractors the Provider intends to use in processing the personal data pursuant to the Agreement. The Customer is entitled to oppose the use of a new subcontractor on reasonable grounds. If the Parties are unable to reach an agreement concerning the use of a new subcontractor, the Customer is entitled to terminate the Agreement with thirty (30) days’ notice, in so far as the change of subcontractor affects the Processing of Personal Data pursuant to the Agreement.
3.4 Provider’s Obligation to Provide Assistance
The Provider shall immediately forward all requests to inspect, rectify, erase or object to the Processing of Personal Data or other requests received from the Data Subjects, to the Customer. If requested by the Customer, the Provider shall support the Customer in fulfilling the requests of the Data Subjects.
The Provider is obligated, taking into account the nature of the Processing of Personal Data and the data available, to assist the Customer in ensuring that the Customer complies with its legal obligations. These obligations may include requirements related to data security, notifying of data breaches, data protection impact assessments as well as obligations regarding prior consultations. The Provider is obligated to assist the Customer only to the extent that applicable legislation obligates the Processor of Personal Data. Unless otherwise agreed, the Provider is entitled to invoice the expenses incurred from action pursuant to this section 3.4 according to the Provider’s valid price list.
The Provider shall forward all inquiries made by data protection authorities directly to the Customer and shall await further guidance from the Customer. Unless otherwise agreed, the Provider is not authorized to represent the Customer or act on behalf of the Customer in relation to the authorities supervising the Customer.

Processing Taking Place Outside EU/EEA
The Provider and its subcontractors may Process personal data outside the EU/EEA area. In case such transfers or Processing take place, the Provider ensures that the EU Commission standard contractual clauses 2010/87/EU concerning the transfer of Personal Data to outside the EU/EEA, or a similar legal safeguard approved by the Regulation, will apply to such transfer or Processing.
By signing the Liid Authorization form the Customer grants a power of attorney to the Provider to represent the Customer in signing the contractual clauses on behalf of and in the name of the Customer. Furthermore, the Customer explicitly accepts that the Provider may also represent the subcontractor in question in relation to the contractual clauses.

Auditing
The Customer or an auditor authorized by the Customer (however, not a competitor of the Provider) is entitled to audit the activities pursuant to the Annex. The Parties shall agree on the time of the auditing and other details ahead of time and at latest 14 days before the inspection. The auditing shall be carried out in a way that does not impede the obligations of the Provider or its subcontractors in regard to third parties. The representatives of the Customer and the auditor must sign conventional non-disclosure commitments.
The Customer shall be responsible for its own and the Provider’s expenses caused by the auditing. If notable defects are perceived during auditing, the Provider shall be liable for the costs incurred from the auditing.

Data Security
The Provider shall implement the appropriate technical and organizational measures to protect the Personal Data of the Controller, taking into account all the risks of Processing, especially the unintentional or illegal destruction, loss, alteration, unauthorized disclosures or access to Personal Data that has been transferred, saved or otherwise Processed. When organizing the security measures, the technical options and their costs shall be assessed in relation to the special risks of the Processing at hand and the sensitivity of the Personal Data Processed.
The Customer shall be obligated to ensure that the Provider is notified of all the circumstances concerning the Personal Data the Customer has delivered, such as risk assessments and the Processing of special sets of Data Subjects that affect the technical and organizational measures pursuant to this Annex. The Provider shall ensure that the personnel of the Provider or a subcontractor of the Provider shall abide by the appropriate non-disclosure commitments.

Data Breaches
The Provider must notify the Customer of all Personal Data Breaches without undue delay after receiving information of the breach or after a subcontractor of the Provider has received information of the breach.
If requested by the Customer, the Provider shall, without undue delay give the Customer all relevant information concerning the data breach. In so far as the information in question is available to the Provider, the Provider shall describe at least the following to the customer:
(a)the occurred data breach,
(b)if possible, the sets of data subjects and the number thereof, as well as the sets of personal data types and estimated numbers,
(c)a description of the likely consequences caused by the data breach, and
(d)a description of reparative measures, that the Provider has implemented or shall implement in order to prevent data breaches in the future, and if necessary, the measures to minimize the harmful effects of the data breach.
The Provider shall document and report the results of the inquiry and the implemented measures to the Customer.
The Customer shall be liable for the necessary notifications to the data protection authorities.

Other Provisions
If any tangible or intangible damage is caused to a person due to a breach against the EU General Data Protection Regulation or the Annex, the Provider shall be liable for the damage only in so far that it has not explicitly abided by the obligations directed to Personal Data Processors in the EU General Data Protection Regulation or this Annex.
Both parties are obligated to pay only the part of the damages or administrative fine that corresponds to the liability for damage confirmed in the final decision of a data protection authority or a court of law. In all cases the liability of the parties shall be determined pursuant to the Agreement.
The Provider shall notify the Customer in writing of all changes that may affect its ability or chances to abide by this Annex and the written guidance of the Customer. The Parties shall agree on all additions and amendments to this Annex writing.
This Annex shall enter into force after both parties have signed the Liid authorization form. The Annex shall remain in force (i) as long as the Agreement is in force or (ii) the parties have obligations concerning personal data processing activities towards one another.
Those obligation that due to their nature are meant to survive the expiry of this Annex shall remain in force after the expiry of the Annex.