Subscription Terms and Conditions
Subscription Terms and Conditions
These Subscription Terms and Conditions (the Terms) will be a part of the legally binding Agreement (as defined below) entered into between the customer company or organization (below You or Your or the Customer) and Minna Learning Oy, Käenkuja 3 A, 00500 Helsinki, Finland (below We or Us or MinnaLearn) (together Party or the Parties) governing Your use of the Service (as defined below). By agreeing to an order form, the Customer accepts and enters into this legally binding Agreement and agrees to subscribe to the Service.
Structure of the Agreement and General Terms
This agreement (the “Agreement”) consists of (i) the order form and all documents referenced therein, including the price list, (ii) these Subscription Terms and Conditions, (iii) MinnaLearn Website Terms and Conditions (available here: https://help.minnalearn.com/en/article/terms-and-conditions-fku6jz/), (iv) the Data Processing Agreement (DPA), Appendix A (available here: https://help.minnalearn.com/en/article/data-processing-agreement-rn85oj/), and (v) the Commercial License for the AI Teaching Kit: Terms & Conditions (available here: https://help.minnalearn.com/en/article/commercial-license-for-the-ai-teaching-kit-terms-conditions-3zycfd/) when the product is used for commercial purposes. The Commercial License for the AI Teaching Kit is not included in the standard subscription and must be purchased separately for any commercial use. The Customer, their employees, and other users participating in the use of MinnaLearn services must adhere to the Terms and Conditions available on the MinnaLearn website. Terms and conditions are available here: https://help.minnalearn.com/en/article/terms-and-conditions-fku6jz/. Any violation of the terms by any of the Customer’s users shall be deemed a violation by the Customer.
In case of any inconsistencies, the Agreement documents shall take precedence in the order presented above, where the document indicated with smaller number will take precedence over document indicated with larger number.
The "Service" governed by this Agreement consists of the MinnaLearn online learning service, and any related content, documentation, modifications, or fixes thereto as offered by MinnaLearn from time to time.
The Customer agrees to provide MinnaLearn with accurate and complete contact and billing information, including the information of the Customer’s main user of the Service, and to promptly notify MinnaLearn in the event of changes to any such information. Only after the Customer notifies MinnaLearn about a new main user, the new main user will gain the access to the Customer’s main user account and its content.
Grant of License and Restrictions
Subject to the Customer’s continued and full compliance with the Agreement, MinnaLearn hereby grants to the Customer, for the duration of the subscription term, a non-exclusive, non-transferable, limited license to use the Service and its contents solely for the purpose of conducting internal training sessions for the Customer's employees.
The Customer shall not:
a. Sub-license, sell, rent, lend, make available, or otherwise distribute the content of the Service to any third party.
b. Use Service and its content of the Teaching Kit for any purpose other than as expressly permitted.
c. Copy or reproduce the content of the Service except as necessary for the purpose of conducting training sessions as permitted herein.
d. Use Service and its content for any unlawful or improper conduct nor allow its users to do the same.
Subscription Term and Auto-Renewal
The subscription term for the Service is 12 months from the purchase date.
This subscription will automatically renew for a subsequent 12 months’ subscription terms until terminated. To terminate, please notify Us at least one month before the end of the current subscription term. MinnaLearn can terminate this Agreement, or any subscription entered under it by notifying about the termination at least one (1) months before the then current subscription term(s).
This Agreement will terminate automatically upon termination of the subscription period.
Payment Terms and Prices
Right to use of the Service is conditional to full payment of applicable fees by the Customer. An invoice will be issued upon acceptance of the relevant order and must be settled in full to confirm access to the Service. Failure to make timely payments may result in suspension of access or termination of the Agreement.
Unless otherwise indicated on the order form, the payment term is 14 days net. The prices are exclusive of value added tax (if applicable), which shall be added to invoices in accordance with applicable regulations. If a payment is late or incomplete, MinnaLearn is entitled to charge interest on overdue payment in accordance with the Finnish interest act.
All payments made under this Agreement are non-refundable, except as expressly provided in this Agreement.
MinnaLearn may revise the subscription prices by notifying the Customer in writing about the change at least two (2) months before beginning of the new subscription term.
Termination of Use and Destruction of Materials
Upon the expiration or termination of subscription term, the Customer is obligated to immediately cease all use of the Service content, including provided learning contents, and to discontinue all training activities based on the provided learning program design or other Service contents. Failure to comply may result in legal action.
Warranties, Limitation of Liability
The Service and associated contents are provided on an "as is" and "as available" basis. To the fullest extent permissible by applicable law, MinnaLearn disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, or non-infringement of intellectual property. MinnaLearn makes no representations or warranty that the Service will meet your requirements, or that Your use of the Service will be uninterrupted, timely, secure, or error free.
To the fullest extent permitted by law, in no event will either Party be liable to other Party for any indirect, incidental, special, consequential, or punitive damages (including damages for loss of profits, revenue, data, goodwill, or any other intangible loss) arising out of or relating to this Agreement, including Your inability to access or use the Service or any materials or content on or available through the Service, and whether or the Party has been informed of the possibility of such damage. To the fullest extent permitted by law, aggregated liability of a Party for direct damages under the Agreement will not exceed EUR 1000 (one thousand). The limitations of liability shall not apply to damages caused intentionally, by gross negligence or by Your breach of any intellectual property related terms of the Agreement.
Intellectual Property, Modifications, and Derivative Works
The Customer acknowledges and agrees that copyrights and all other intellectual property rights in the Service and its contents, including any derivative works, are and shall remain the property of MinnaLearn or its licensors. Nothing in this Agreement and terms set in here shall be construed to transfer any intellectual property rights to the Customer.
For clarity, the Customer is allowed to modify, alter, adapt, and create derivative works based on the Service content to the extent needed for the purposes of this Agreement and for the duration of the Agreement. All modifications and derivative works of Service and its contents shall be the property of MinnaLearn and subject to this Agreement, as well as the restrictions specified herein.
MinnaLearn expressly prohibits all web harvesting activities of the Service and its contents.
Fair Use of Customer Reference, Confidentiality, and Personal Data
MinnaLearn has the right to use the Customer’s name and logos as a reference for sales, marketing or promotional purposes.
In connection with this Agreement, each party (the "Disclosing Party") may disclose to the other party (the "Receiving Party") certain confidential information (the "Confidential Information"). "Confidential Information" includes all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by any other means, that is designated as confidential or that, by its nature or the circumstances surrounding its disclosure, ought to be treated as confidential. The Receiving Party agrees to: i) hold the Confidential Information in strict confidence; ii) use the Confidential Information only for the purposes of this Agreement; iii) not disclose the Confidential Information to any third party (except to MinnaLearn’s relevant subcontractors) without the prior written consent of the Disclosing Party; and iv) take all reasonable steps to protect the confidentiality of the Confidential Information, using at least the same degree of care as it uses to protect its own confidential information of a similar nature. The Receiving Party's obligations under this section will not apply to information that: i) is or becomes publicly known through no fault of the Receiving Party; ii) was rightfully known to the Receiving Party before it was disclosed by the Disclosing Party; or iii) Is independently developed by the Receiving Party without use of the Confidential Information.
If case MinnaLearn processes any personal data on behalf of the Customer in the role of data processor, the data processing terms included in appendix A shall be applied. With regards data processing MinnaLearn conducts as data controller of its platform, please see Privacy Policy.
Changes
The Service is an online service designed to enhance the educational experience. By entering into this Agreement, the Customer is granted access to the Service in its current form. The Customer accepts that the nature of online services inherently includes periodic updates and changes and that MinnaLearn has the right to make changes to the Service and its contents. MinnaLearn strives to improve and refine its offerings continuously, with aim that the Service is at the Customers disposal. The Customer must however acknowledge and agree that updates to the Service are essential to the Service’s maintenance and enhancement, accepting the Service in its current state and as it evolves over time. The Agreement does not guarantee specific features or functionalities for the Service but rather provides access to the Service as it exists and adapts in the ever-changing landscape of digital education solutions.
MinnaLearn reserves the right to make changes to the terms of the Agreement. Such changes will take effect i) on the beginning of the next subscription term if notified at least three (3) months prior hand, or) ii) within thirty (30) days after MinnaLearn’s notification if so expressly indicated. In the latter case You are entitled to terminate the Agreement with immediate effect in writing if said change, in Your reasonable opinion, imply a material change to the Agreement and you will be granted a pro rata refund of any pre-paid fees.
General Terms
Except for payment obligations, neither Party shall be liable for failure or delay in performing its obligations under this Agreement if such failure or delay is due to an event of force majeure. Event of force majeure means any event beyond the reasonable control of the affected party, including but not limited to natural disasters, acts of war, terrorism, or civil unrest, labor strikes or other industrial action, government actions, epidemics or pandemics, fire, explosion, or other catastrophe. The party affected by a force majeure event shall notify the other Party about the situation and its likely duration without delay.
MinnaLearn is entitled to engage subcontractors for the performance of this Agreement. MinnaLearn is responsible for the subcontractors’ work as for its own work.
The Agreement forms the parties’ entire understanding of all the questions related to the Service. All written or oral communications, representations or warranties prior to the Agreement are replaced by the Agreement.
The Agreement may not be assigned to a third party without the other Party’s prior written approval unless it is to a company within the same group. MinnaLearn is however entitled to assign the Agreement to a third party in connection with a transfer of MinnaLearn’s business or a part thereof.
Governing Law and Disputes
This Agreement is governed by Finnish law, excluding any choice-of-law rules. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. However, at the request of a party, the Arbitration Institute of the Finland Chamber of Commerce may determine that the Arbitration Rules of the Finland Chamber of Commerce shall apply instead of the Rules for Expedited Arbitration, if the Arbitration Institute considers this to be appropriate taking into account the amount in dispute, the complexity of the case, and other relevant circumstances. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.
Appendix A – Data Processing Agreement
General and Scope
This Data Processing Agreement (below DPA) forms part of the Agreement.
The DPA is conducted between You, below the Controller, and MinnaLearn, below MinnaLearn, together referred to as Party or Parties.
Unless otherwise expressly indicated, definitions used in DPA not defined herein shall have the meaning set forth in the Regulation (EU) 2016/679 (“GDPR”).
This DPA applies where and only to the extent that MinnaLearn processes personal data on behalf of the Controller in the course of providing the Service and such personal data is subject to data protection laws of the European Union. This DPA does not apply to processing that MinnaLearn is conducting for its own purposes in the role of controller.
Processing of Personal Data
MinnaLearn shall process personal data only for the following purposes: (i) processing to perform the Services and fulfill the Agreement; (ii) to comply with reasonable documented and lawful instructions provided by Controller to the extent they are consistent with the terms of this Agreement. The Parties agree that this DPA and the Agreement set out the Controller’s complete and final instructions to MinnaLearn’s in relation to the processing of personal data. Any additional instructions shall be agreed separately by the Parties, in which connection MinnaLearn will notify the Controller if it has reasons to believe that instructions proposed by the Controller against the applicable law.
MinnaLearn processes personal data as provided by the Controller in Service. Such data may contain special categories of data depending on how the Services are used by Controller and as agreed in schedule 1. The Controller data may be subject to the following process activities: (i) storage and other processing necessary to provide, maintain and improve the Services provided to Controller; and (ii) disclosures as required by law or otherwise set forth in the Agreement.
Controller agrees that it shall comply with its obligations as a controller under applicable data protection laws in respect of its processing of personal data relevant to this Agreement and any processing instructions it issues to MinnaLearn; and that it has obtained all consents and rights that might be necessary under Data Protection Laws for MinnaLearn to process personal data and provide the Services pursuant to the Agreement and this DPA.
Sub-processors
Controller agrees that MinnaLearn may engage sub-processors to process personal data on controller’s behalf as part of providing the Service. The sub-processors currently engaged by MinnaLearn that are hereby authorized by Controller are listed in MinnaLearn’s Privacy Policy (sections 5 and 6).
With each sub-processor MinnaLearn shall: (i) enter into a written agreement with the sub-processor imposing data protection terms that require the sub-processor to process and protect the personal data to the standard required by data protection laws and similar to the level of this DPA; and (ii) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the sub-processor.
MinnaLearn shall provide Controller reasonable advance notice if it adds or removes sub-processors. The notice can be provided for example by sending an email or notifying about the change in the Service. Controller may object in writing to MinnaLearn’s appointment of a new sub-processor on reasonable grounds relating to data protection by notifying MinnaLearn about the issue as soon as possible in writing. Such notice shall explain in detail the reasonable grounds for the objection. In such event, the Parties shall discuss such concerns in good faith with the aim of achieving a commercially reasonable resolution to the matter. If this is not possible in reasonable time, either Party may terminate the applicable Services and/or Agreement that cannot be provided by MinnaLearn without the use of the objected new sub-processor.
Security of the Processing
MinnaLearn shall implement and maintain appropriate technical and organizational security measures to protect personal data processed in the Service and to preserve the security and confidentiality of such personal data. Such security measures are subject to technological changes and will be updated and modified from time to time.
MinnaLearn shall ensure that any person who is authorized by MinnaLearn to process personal data shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).
If there should be of a data breach that affects personal data processed pursuant to this DPA, MinnaLearn shall notify the Controller without undue delay and provide the relevant information as set out in GDPR.
If the Controller has questions about data security of the Service, it may contact hello@minnalearn.com. MinnaLearn will also allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller. Such audits shall be notified at least 30 days beforehand. The Controller shall bear all costs of the audit and shall reimburse MinnaLearn for its reasonable costs caused by the audit.
International Transfers
The controller understands and accepts that MinnaLearn uses certain service providers that are based outside of the European Union, and in this connection personal data may be transferred to, or accessed from, outside of the European Union. In such a case MinnaLearn will conduct data transfer in accordance with applicable legislation and will implement relevant standard contractual clauses or rely on other applicable transfer mechanism. Such service providers in are listed in MinnaLearn’s Privacy Policy (section 5).
Return or Deletion of the Data
Upon termination of the Services, MinnaLearn shall, at the choice of the Controller, either return all personal data to the Controller or delete all personal data, unless applicable law requires storage of the personal data. MinnaLearn shall ensure that any sub-processors also comply with this requirement.
Assistance and Co-operation
MinnaLearn shall, taking into account the nature of the processing, provide reasonable cooperation to assist Controller by appropriate technical and organizational measures, in so far as is possible, to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement. Controller will reimburse MinnaLearn for any reasonable costs related to such assistance. If any such request is made directly to MinnaLearn, MinnaLearn will re-direct such communication to the Controller. If MinnaLearn is required to respond to such a request, MinnaLearn shall promptly notify Controller and provide it with a copy of the request unless legally prohibited from doing so.
To the extent MinnaLearn is required under data protection legislation MinnaLearn shall (at Controller’s expense) provide reasonably requested information regarding MinnaLearn’s processing of personal data under the Agreement to enable the Controller to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.
Schedule 1 – Processing Instructions
Purposes of the processing: MinnaLearn processes personal data solely for the purpose of the providing agreed Service. More specifically:
Account Management: Creating and managing user accounts.
Service Delivery: Delivering and improving educational services.
Customer Support: Addressing user inquiries and technical issues.
Personalization: Customizing user experience and content.
Communication: Sending service-related updates and promotions.
Analytics: Analyzing usage to enhance service and develop features.
Compliance: Fulfilling legal obligations and protecting rights and safety.
Types of personal data processed:
Contact Information: Name, email address, phone number.
Account Details: Username, password, profile picture.
Usage Data: Logins, interactions, preferences.
Payment Information: Billing details, transaction history.
Technical Data: IP address, device type, browser information.
Support Communications: Chat logs, support tickets.
Categories of data subjects: [esim. työntekijät, konsultit]
Users: Individuals using the service.
Customers: Individuals or entities purchasing the service.
Employees: Staff involved in service delivery and support.
Partners: Third parties collaborating with MinnaLearn.
Subcontractors: External entities providing services on behalf of MinnaLearn.
Duration of processing: personal data will be processed for as long as there is a valid agreement for Services and as required to comply with legal obligations.
These Subscription Terms and Conditions (the Terms) will be a part of the legally binding Agreement (as defined below) entered into between the customer company or organization (below You or Your or the Customer) and Minna Learning Oy, Käenkuja 3 A, 00500 Helsinki, Finland (below We or Us or MinnaLearn) (together Party or the Parties) governing Your use of the Service (as defined below). By agreeing to an order form, the Customer accepts and enters into this legally binding Agreement and agrees to subscribe to the Service.
Structure of the Agreement and General Terms
This agreement (the “Agreement”) consists of (i) the order form and all documents referenced therein, including the price list, (ii) these Subscription Terms and Conditions, (iii) MinnaLearn Website Terms and Conditions (available here: https://help.minnalearn.com/en/article/terms-and-conditions-fku6jz/), (iv) the Data Processing Agreement (DPA), Appendix A (available here: https://help.minnalearn.com/en/article/data-processing-agreement-rn85oj/), and (v) the Commercial License for the AI Teaching Kit: Terms & Conditions (available here: https://help.minnalearn.com/en/article/commercial-license-for-the-ai-teaching-kit-terms-conditions-3zycfd/) when the product is used for commercial purposes. The Commercial License for the AI Teaching Kit is not included in the standard subscription and must be purchased separately for any commercial use. The Customer, their employees, and other users participating in the use of MinnaLearn services must adhere to the Terms and Conditions available on the MinnaLearn website. Terms and conditions are available here: https://help.minnalearn.com/en/article/terms-and-conditions-fku6jz/. Any violation of the terms by any of the Customer’s users shall be deemed a violation by the Customer.
In case of any inconsistencies, the Agreement documents shall take precedence in the order presented above, where the document indicated with smaller number will take precedence over document indicated with larger number.
The "Service" governed by this Agreement consists of the MinnaLearn online learning service, and any related content, documentation, modifications, or fixes thereto as offered by MinnaLearn from time to time.
The Customer agrees to provide MinnaLearn with accurate and complete contact and billing information, including the information of the Customer’s main user of the Service, and to promptly notify MinnaLearn in the event of changes to any such information. Only after the Customer notifies MinnaLearn about a new main user, the new main user will gain the access to the Customer’s main user account and its content.
Grant of License and Restrictions
Subject to the Customer’s continued and full compliance with the Agreement, MinnaLearn hereby grants to the Customer, for the duration of the subscription term, a non-exclusive, non-transferable, limited license to use the Service and its contents solely for the purpose of conducting internal training sessions for the Customer's employees.
The Customer shall not:
a. Sub-license, sell, rent, lend, make available, or otherwise distribute the content of the Service to any third party.
b. Use Service and its content of the Teaching Kit for any purpose other than as expressly permitted.
c. Copy or reproduce the content of the Service except as necessary for the purpose of conducting training sessions as permitted herein.
d. Use Service and its content for any unlawful or improper conduct nor allow its users to do the same.
Subscription Term and Auto-Renewal
The subscription term for the Service is 12 months from the purchase date.
This subscription will automatically renew for a subsequent 12 months’ subscription terms until terminated. To terminate, please notify Us at least one month before the end of the current subscription term. MinnaLearn can terminate this Agreement, or any subscription entered under it by notifying about the termination at least one (1) months before the then current subscription term(s).
This Agreement will terminate automatically upon termination of the subscription period.
Payment Terms and Prices
Right to use of the Service is conditional to full payment of applicable fees by the Customer. An invoice will be issued upon acceptance of the relevant order and must be settled in full to confirm access to the Service. Failure to make timely payments may result in suspension of access or termination of the Agreement.
Unless otherwise indicated on the order form, the payment term is 14 days net. The prices are exclusive of value added tax (if applicable), which shall be added to invoices in accordance with applicable regulations. If a payment is late or incomplete, MinnaLearn is entitled to charge interest on overdue payment in accordance with the Finnish interest act.
All payments made under this Agreement are non-refundable, except as expressly provided in this Agreement.
MinnaLearn may revise the subscription prices by notifying the Customer in writing about the change at least two (2) months before beginning of the new subscription term.
Termination of Use and Destruction of Materials
Upon the expiration or termination of subscription term, the Customer is obligated to immediately cease all use of the Service content, including provided learning contents, and to discontinue all training activities based on the provided learning program design or other Service contents. Failure to comply may result in legal action.
Warranties, Limitation of Liability
The Service and associated contents are provided on an "as is" and "as available" basis. To the fullest extent permissible by applicable law, MinnaLearn disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, or non-infringement of intellectual property. MinnaLearn makes no representations or warranty that the Service will meet your requirements, or that Your use of the Service will be uninterrupted, timely, secure, or error free.
To the fullest extent permitted by law, in no event will either Party be liable to other Party for any indirect, incidental, special, consequential, or punitive damages (including damages for loss of profits, revenue, data, goodwill, or any other intangible loss) arising out of or relating to this Agreement, including Your inability to access or use the Service or any materials or content on or available through the Service, and whether or the Party has been informed of the possibility of such damage. To the fullest extent permitted by law, aggregated liability of a Party for direct damages under the Agreement will not exceed EUR 1000 (one thousand). The limitations of liability shall not apply to damages caused intentionally, by gross negligence or by Your breach of any intellectual property related terms of the Agreement.
Intellectual Property, Modifications, and Derivative Works
The Customer acknowledges and agrees that copyrights and all other intellectual property rights in the Service and its contents, including any derivative works, are and shall remain the property of MinnaLearn or its licensors. Nothing in this Agreement and terms set in here shall be construed to transfer any intellectual property rights to the Customer.
For clarity, the Customer is allowed to modify, alter, adapt, and create derivative works based on the Service content to the extent needed for the purposes of this Agreement and for the duration of the Agreement. All modifications and derivative works of Service and its contents shall be the property of MinnaLearn and subject to this Agreement, as well as the restrictions specified herein.
MinnaLearn expressly prohibits all web harvesting activities of the Service and its contents.
Fair Use of Customer Reference, Confidentiality, and Personal Data
MinnaLearn has the right to use the Customer’s name and logos as a reference for sales, marketing or promotional purposes.
In connection with this Agreement, each party (the "Disclosing Party") may disclose to the other party (the "Receiving Party") certain confidential information (the "Confidential Information"). "Confidential Information" includes all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by any other means, that is designated as confidential or that, by its nature or the circumstances surrounding its disclosure, ought to be treated as confidential. The Receiving Party agrees to: i) hold the Confidential Information in strict confidence; ii) use the Confidential Information only for the purposes of this Agreement; iii) not disclose the Confidential Information to any third party (except to MinnaLearn’s relevant subcontractors) without the prior written consent of the Disclosing Party; and iv) take all reasonable steps to protect the confidentiality of the Confidential Information, using at least the same degree of care as it uses to protect its own confidential information of a similar nature. The Receiving Party's obligations under this section will not apply to information that: i) is or becomes publicly known through no fault of the Receiving Party; ii) was rightfully known to the Receiving Party before it was disclosed by the Disclosing Party; or iii) Is independently developed by the Receiving Party without use of the Confidential Information.
If case MinnaLearn processes any personal data on behalf of the Customer in the role of data processor, the data processing terms included in appendix A shall be applied. With regards data processing MinnaLearn conducts as data controller of its platform, please see Privacy Policy.
Changes
The Service is an online service designed to enhance the educational experience. By entering into this Agreement, the Customer is granted access to the Service in its current form. The Customer accepts that the nature of online services inherently includes periodic updates and changes and that MinnaLearn has the right to make changes to the Service and its contents. MinnaLearn strives to improve and refine its offerings continuously, with aim that the Service is at the Customers disposal. The Customer must however acknowledge and agree that updates to the Service are essential to the Service’s maintenance and enhancement, accepting the Service in its current state and as it evolves over time. The Agreement does not guarantee specific features or functionalities for the Service but rather provides access to the Service as it exists and adapts in the ever-changing landscape of digital education solutions.
MinnaLearn reserves the right to make changes to the terms of the Agreement. Such changes will take effect i) on the beginning of the next subscription term if notified at least three (3) months prior hand, or) ii) within thirty (30) days after MinnaLearn’s notification if so expressly indicated. In the latter case You are entitled to terminate the Agreement with immediate effect in writing if said change, in Your reasonable opinion, imply a material change to the Agreement and you will be granted a pro rata refund of any pre-paid fees.
General Terms
Except for payment obligations, neither Party shall be liable for failure or delay in performing its obligations under this Agreement if such failure or delay is due to an event of force majeure. Event of force majeure means any event beyond the reasonable control of the affected party, including but not limited to natural disasters, acts of war, terrorism, or civil unrest, labor strikes or other industrial action, government actions, epidemics or pandemics, fire, explosion, or other catastrophe. The party affected by a force majeure event shall notify the other Party about the situation and its likely duration without delay.
MinnaLearn is entitled to engage subcontractors for the performance of this Agreement. MinnaLearn is responsible for the subcontractors’ work as for its own work.
The Agreement forms the parties’ entire understanding of all the questions related to the Service. All written or oral communications, representations or warranties prior to the Agreement are replaced by the Agreement.
The Agreement may not be assigned to a third party without the other Party’s prior written approval unless it is to a company within the same group. MinnaLearn is however entitled to assign the Agreement to a third party in connection with a transfer of MinnaLearn’s business or a part thereof.
Governing Law and Disputes
This Agreement is governed by Finnish law, excluding any choice-of-law rules. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. However, at the request of a party, the Arbitration Institute of the Finland Chamber of Commerce may determine that the Arbitration Rules of the Finland Chamber of Commerce shall apply instead of the Rules for Expedited Arbitration, if the Arbitration Institute considers this to be appropriate taking into account the amount in dispute, the complexity of the case, and other relevant circumstances. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.
Appendix A – Data Processing Agreement
General and Scope
This Data Processing Agreement (below DPA) forms part of the Agreement.
The DPA is conducted between You, below the Controller, and MinnaLearn, below MinnaLearn, together referred to as Party or Parties.
Unless otherwise expressly indicated, definitions used in DPA not defined herein shall have the meaning set forth in the Regulation (EU) 2016/679 (“GDPR”).
This DPA applies where and only to the extent that MinnaLearn processes personal data on behalf of the Controller in the course of providing the Service and such personal data is subject to data protection laws of the European Union. This DPA does not apply to processing that MinnaLearn is conducting for its own purposes in the role of controller.
Processing of Personal Data
MinnaLearn shall process personal data only for the following purposes: (i) processing to perform the Services and fulfill the Agreement; (ii) to comply with reasonable documented and lawful instructions provided by Controller to the extent they are consistent with the terms of this Agreement. The Parties agree that this DPA and the Agreement set out the Controller’s complete and final instructions to MinnaLearn’s in relation to the processing of personal data. Any additional instructions shall be agreed separately by the Parties, in which connection MinnaLearn will notify the Controller if it has reasons to believe that instructions proposed by the Controller against the applicable law.
MinnaLearn processes personal data as provided by the Controller in Service. Such data may contain special categories of data depending on how the Services are used by Controller and as agreed in schedule 1. The Controller data may be subject to the following process activities: (i) storage and other processing necessary to provide, maintain and improve the Services provided to Controller; and (ii) disclosures as required by law or otherwise set forth in the Agreement.
Controller agrees that it shall comply with its obligations as a controller under applicable data protection laws in respect of its processing of personal data relevant to this Agreement and any processing instructions it issues to MinnaLearn; and that it has obtained all consents and rights that might be necessary under Data Protection Laws for MinnaLearn to process personal data and provide the Services pursuant to the Agreement and this DPA.
Sub-processors
Controller agrees that MinnaLearn may engage sub-processors to process personal data on controller’s behalf as part of providing the Service. The sub-processors currently engaged by MinnaLearn that are hereby authorized by Controller are listed in MinnaLearn’s Privacy Policy (sections 5 and 6).
With each sub-processor MinnaLearn shall: (i) enter into a written agreement with the sub-processor imposing data protection terms that require the sub-processor to process and protect the personal data to the standard required by data protection laws and similar to the level of this DPA; and (ii) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the sub-processor.
MinnaLearn shall provide Controller reasonable advance notice if it adds or removes sub-processors. The notice can be provided for example by sending an email or notifying about the change in the Service. Controller may object in writing to MinnaLearn’s appointment of a new sub-processor on reasonable grounds relating to data protection by notifying MinnaLearn about the issue as soon as possible in writing. Such notice shall explain in detail the reasonable grounds for the objection. In such event, the Parties shall discuss such concerns in good faith with the aim of achieving a commercially reasonable resolution to the matter. If this is not possible in reasonable time, either Party may terminate the applicable Services and/or Agreement that cannot be provided by MinnaLearn without the use of the objected new sub-processor.
Security of the Processing
MinnaLearn shall implement and maintain appropriate technical and organizational security measures to protect personal data processed in the Service and to preserve the security and confidentiality of such personal data. Such security measures are subject to technological changes and will be updated and modified from time to time.
MinnaLearn shall ensure that any person who is authorized by MinnaLearn to process personal data shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).
If there should be of a data breach that affects personal data processed pursuant to this DPA, MinnaLearn shall notify the Controller without undue delay and provide the relevant information as set out in GDPR.
If the Controller has questions about data security of the Service, it may contact hello@minnalearn.com. MinnaLearn will also allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller. Such audits shall be notified at least 30 days beforehand. The Controller shall bear all costs of the audit and shall reimburse MinnaLearn for its reasonable costs caused by the audit.
International Transfers
The controller understands and accepts that MinnaLearn uses certain service providers that are based outside of the European Union, and in this connection personal data may be transferred to, or accessed from, outside of the European Union. In such a case MinnaLearn will conduct data transfer in accordance with applicable legislation and will implement relevant standard contractual clauses or rely on other applicable transfer mechanism. Such service providers in are listed in MinnaLearn’s Privacy Policy (section 5).
Return or Deletion of the Data
Upon termination of the Services, MinnaLearn shall, at the choice of the Controller, either return all personal data to the Controller or delete all personal data, unless applicable law requires storage of the personal data. MinnaLearn shall ensure that any sub-processors also comply with this requirement.
Assistance and Co-operation
MinnaLearn shall, taking into account the nature of the processing, provide reasonable cooperation to assist Controller by appropriate technical and organizational measures, in so far as is possible, to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement. Controller will reimburse MinnaLearn for any reasonable costs related to such assistance. If any such request is made directly to MinnaLearn, MinnaLearn will re-direct such communication to the Controller. If MinnaLearn is required to respond to such a request, MinnaLearn shall promptly notify Controller and provide it with a copy of the request unless legally prohibited from doing so.
To the extent MinnaLearn is required under data protection legislation MinnaLearn shall (at Controller’s expense) provide reasonably requested information regarding MinnaLearn’s processing of personal data under the Agreement to enable the Controller to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.
Schedule 1 – Processing Instructions
Purposes of the processing: MinnaLearn processes personal data solely for the purpose of the providing agreed Service. More specifically:
Account Management: Creating and managing user accounts.
Service Delivery: Delivering and improving educational services.
Customer Support: Addressing user inquiries and technical issues.
Personalization: Customizing user experience and content.
Communication: Sending service-related updates and promotions.
Analytics: Analyzing usage to enhance service and develop features.
Compliance: Fulfilling legal obligations and protecting rights and safety.
Types of personal data processed:
Contact Information: Name, email address, phone number.
Account Details: Username, password, profile picture.
Usage Data: Logins, interactions, preferences.
Payment Information: Billing details, transaction history.
Technical Data: IP address, device type, browser information.
Support Communications: Chat logs, support tickets.
Categories of data subjects: [esim. työntekijät, konsultit]
Users: Individuals using the service.
Customers: Individuals or entities purchasing the service.
Employees: Staff involved in service delivery and support.
Partners: Third parties collaborating with MinnaLearn.
Subcontractors: External entities providing services on behalf of MinnaLearn.
Duration of processing: personal data will be processed for as long as there is a valid agreement for Services and as required to comply with legal obligations.
Updated on: 02/10/2024
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