Terms of Use

These Terms of Use (“Terms”) govern the access to and use of the software-as-a-service platform (“SaaS Platform”) provided by Way Data Technologies Oy. (“Way”, “we”, “us”, or “our”).

The SaaS Platform enables users to access and utilize data-driven technology solutions on a monthly subscription basis. By registering for an account, accessing, or using the SaaS Platform, you agree to be legally bound by these Terms. 

These Terms of Use are intended to set forth the rights and responsibilities of users, as well as the scope and limitations of liability of Way. 

Way Data Technologies Oy is a company incorporated under the laws of Finland with its registered office in Helsinki, Finland.

‍

Definitions

‍

For the purposes of these Terms of Use:

1. Way: Refers to Way Data Technologies Oy, a company incorporated under Finnish law.

2. SaaS Platform: The cloud-based software-as-a-service platform provided by Way as described in these Terms.

3. Customer: The legal entity or individual entering into this Agreement with Way, acting exclusively for business purposes and not as a consumer.

4. User: Any individual authorised by the Customer to access or use the SaaS Platform on the Customer’s behalf.

5. Tracking Services”: The functionalities of the SaaS Platform for monitoring, tracking, and managing vehicles, including analytics and reporting features.

6. Connected Products: Vehicles, sensors, IoT devices, or other hardware integrated with the SaaS Platform and capable of generating “Product Data”.

7. Product Data: All data (including metadata) generated by Connected Products as defined by the EU Data Act (EU 2023/2854) and made available to Way for the purposes listed in these Terms.

8. OEM: The original equipment manufacturer of the Connected Products.

9. Terms: This Terms of Use document, including any appendices or referenced policies.

10. KYV: The process to identify the ownership of vehicles (Know Your Vehicle).

11. SLA: The Service Level Agreement governing availability, uptime, support services, maintenance, response and resolution times, performance metrics and service credits.

Application / Duration

1. The usage of the SaaS Platform is subject to these terms of use. Its usage is exclusively available to commercial customers (B2B). Consumers (Sec. 4 of the Consumer Protection Act 38/1978, as amended 740/2022) are excluded.

2. By accepting the terms of use in the registration process, the customer agrees to the terms of use as binding.

3. Way may exclude costumers or individual users of the customer from using the SaaS Platform in whole or in part exercising reasonable discretion. This applies in particular if the customer provides incorrect or incomplete data or use the SaaS Platform non-contractual.
   
   

Platform Functionalities – Fleet and vehicle Tracking 

1. The SaaS Platform provides tools for monitoring, tracking, and managing vehicles, including real-time status updates, location tracking, estimated delivery times, and related analytics (the “Tracking Services”).

2. The Tracking Services rely on data provided by Connected Products, logistics partners, and user input. Users acknowledge that full functionality depends on the availability, accuracy, and completeness of such data.

3. Way endeavors to provide accurate and timely tracking information; however, the SaaS Platform does not warrant that tracking data will be error-free, uninterrupted, or completely up-to-date. Delays or inaccuracies may occur due to technical limitations, third-party systems, or external factors beyond Way’s control.

4. Certain tracking features require integration with Connected Products (e.g., vehicles, sensors, or IoT devices). Users are responsible for ensuring proper connectivity and data access to enable these features. Way shall not be liable for reduced functionality if such integrations are unavailable or malfunctioning.

5. Way reserves the right to continuously expand the functionality of the SaaS Platform.

6. Customers will be notified of new features in a timely and appropriate manner.

Usage of the SaaS Platform

1. To use the SaaS Platform, customers must provide complete and accurate data in the SaaS Platform. A customer may create multiple users. Vice versa a user can be assigned to several/multiple customers.

2. Initially, a customer can only be registered by Way. Customers must provide Way with the following data:

• e-Mail address,
• company name,
• VAT ID
• billing mail.

3. Each customer receives one or multiple accounts as customer administrator.
   The customer administrator is responsible for the user management of the customer.

4. The customer administrator is only allowed to register a person as a user who has the legal power to represent the customer. 

5. Any offers to conclude a contract made by a user shall always be attributed to the customer on whose behalf the user is acting.

6. Where customers create additional user accounts, they are responsible for the accuracy and completeness of the data provided by such users. The same applies to any changes to data required for the use of Way (e.g., change of address). In the event that a user account is no longer active, the customer administrator shall be solely responsible for deleting the user data without undue delay. 

7. If any customer or user data changes, the customer must notify Way without undue delay. Way shall update the customer data accordingly.

8. User data will only be administered by Way if the customer appoints Way as an administrator (ADMIN).

Availability and Customer Responsibility

1. The SaaS Platform is operated within a cloud-based environment (currently Google Cloud Platform). Therefore, Way offers the use of the SaaS Platform in accordance within the scope of the terms of use of the cloud provider . The functionality and scope of the services offered may be subject to changes made by the provider. Way has no influence over such changes. Accordingly, Way does not warrant that access to and usability of Way by the user will be available at all times or without interruptions.

2. The customer is responsible for all content and usability of the data uploaded to the SaaS Platform. The IT infrastructure used by the customer for this purpose must be protected at the customer’s own expense by appropriate security measures that at a minimum comply with the current standards for technical and organizational measures, to prevent data manipulation, hacker or cyberattacks, and any resulting irregular use or impairment of Way. The customer shall notify Way without undue delay of any irregular use, impairment, or other exceptional incidents that may have a negative impact on Way and the SaaS Platform.

3. Way’s obligations concerning availability, uptime, support services, maintenance, response and resolution times, performance metrics and service credits are set out in the SLA. The SLA constitutes a binding and integral part of this Agreement.

4. To the extent that the customer processes or manages usage data – including data relating to additional users – such processing or management shall be carried out under the sole responsibility of the Customer and in compliance with all applicable legal provisions. The customer must treat the access credentials for Way as confidential and protect them against unauthorized third-party misuse. The customer must create a separate access for each user. Users are strictly prohibited from disclosing user credentials, including passwords, to any third party and must ensure the confidentiality and security of such credentials at all times.

Privacy policy

1. The use of the SaaS Platform is subject to the privacy policy of Way. The customer must comply with data protection regulations, particularly Regulation (EU) 2016/679 (GDPR) and the Finnish Data Protection Act (1050/2018).

2. If and to the extent that the use of the SaaS Platform by the customer involves third-party intellectual property rights (e.g., name rights, trademark rights), the customer is obligated to obtain the necessary rights and to avoid any infringement of intellectual property rights, or to promptly cease such infringement.

KYV

1. The customer represents and warrants that it acts as User of each vehicle in accordance with Art. 3 Nr. 12 Data Act for which it provides or claims Product Data in connection with the SaaS Platform. 

2. The customer shall ensure that only vehicles which they own are used as sources for Product Data and tracking services under this Agreement. 

3. The customer further warrants that no third party’s ownership or rights prevent the lawful provision and use of Product Data relating to such vehicles.

4. Way reserves the right to request from the customer specific information or documentation as evidence of ownership, or to prescribe a specific procedure for verifying ownership under this Agreement.

Data Access and Usage

1. The Parties acknowledge and agree that the vehicles and other IoT-devices within the meaning of clause 2.4 and used by the customer qualify as Connected Products. Accordingly, the User has a free right of access to the Product Data generated using such Products in accordance with Chapter II of the Data Act.

• The customer undertakes to provide Way with access to all readily available Product Data generated by the vehicles, including relevant metadata, in a comprehensive, structured, commonly used and machine-readable format and, where technically feasible, continuously and in real-time.

• If the OEM or any other Data Holder contractually restricts, refuses or otherwise prevents the direct transfer of Product Data to Way, the customer shall ensure that the Product Data is otherwise made available to the Way by alternative means, in a structured, commonly used and machine-readable format and, where technically feasible, continuously and in real-time.
• The customer represents and warrants that it is entitled to access and provide the Product Data to the Way, that the vehicles qualify as connected products under the Data Act, and that no rights of third parties prevent or restrict such provision.
• The customer shall cooperate in good faith with Way to ensure the continuous availability of Product Data and shall provide all reasonable assistance to enable Way to exercise the customer’s rights under the Data Act.
• Subject to applicable Union and national law, including legislation on the protection of personal data, the Data Recipient is authorised to use the Product Data for the following purposes (“Authorised Purposes”):

- providing, operating and improving Way’s software-as-a-service platform for tracking and monitoring vehicles;

- ensuring the functionality, safety and performance of the Products as integrated into the platform; 

- developing new or improved features, analytics, or related services offered by Way;

- generating aggregated and anonymised datasets for lawful commercial and statistical purposes, provided such datasets do not enable re-identification of the customer or specific vehicles;

- any additional purposes expressly agreed between the Parties in writing.

2.  Way shall not use the Product Data for:

• profiling of natural persons within the meaning of Article 4 (4) GDPR, unless permitted under applicable data protection law;
• developing a product that competes directly with the Products;
• deriving insights about the User’s broader economic situation or methods in a manner that would undermine the User’s commercial position;
• any purpose contrary to Union or national law.

3. To the extent the Product Data includes personal data, Way shall process such data strictly in accordance with applicable data protection legislation, including Regulation (EU) 2016/679 (GDPR).
   
   
4. Way shall erase the Product Data, or render it irreversibly anonymised, when it is no longer necessary for the Authorised Purposes, unless otherwise required by Union or national law.
5. The customer expressly acknowledges and agrees that the provision of Way’s platform services is dependent upon the User’s compliance with the obligations set out in this Section. If the customer fails to provide or maintain access to the Product Data as agreed, Way may be unable to provide the platform services in whole or in part.

‍

Trial Period

1. If the customer participates in a trial period of the SaaS Platform, this trial period and its conditions shall be specified during the registration process and form an integral part of the Agreement. No separate written agreement is required.

2. Upon expiration of the trial period, unless the customer cancels or opts out as described during registration, the customer's access to the SaaS Platform may automatically convert to a paid subscription under the terms and compensation plan selected at registration. The customer will be informed of the applicable fees and payment terms prior to such conversion.

Compensation 

1. Access to the SaaS Platform is granted on a subscription basis according to the selected plan, and the following provisions apply immediately after the end of any agreed trial period or, if no trial period has been chosen, from the commencement of access to the SaaS Platform.

2. Fees are due monthly after the respective month of usage and non-refundable unless required by law.

3. Failure to pay may result in suspension or termination.

4. Subscriptions automatically renew unless cancelled.

5. Way reserves the right to amend the terms and the amount of the compensation. Way shall give notice to the customer by email of any changes to the compensation and the date from which such changes take effect. Unless the Customer objects in writing (E-Mail) within fourteen (14) days of receipt of such notice, the customer shall be deemed to have accepted the amended compensation. If the Customer objects, such objection shall be deemed a termination of the Agreement, effective on the day immediately preceding the effective date of the amended compensation.

Assignment of Rights

1. Way is the sole and exclusive owner of all rights relating to the Saas Platform.

2. Way grants the customer a non-exclusive, non-transferable, limited right to use the Saas Platform in accordance with its intended purpose, subject to the provisions set forth in Section 7.
   
   
3. The source code of the Saas Platform will not be made available to the customer, and the customer agrees not to engage in reverse engineering, disassembly, decompilation, translation, or unauthorized disclosure, nor to cause, instruct, or enable any of these actions, unless permitted by applicable mandatory law.

4. The customer may not reproduce the Saas Platform unless it is necessary for its contractual use, for reasonable backup or disaster recovery purposes, or otherwise permitted by mandatory statutory provisions. Contractual reproduction includes loading the software into the RAM of the provider’s server, but not even temporary installation or storage on the customer’s own data carriers (such as hard drives or similar). Documentation may only be reproduced for internal use.

5. The customer is not authorized to grant usage rights of Way or of any accompanying materials to third parties. An exception to this is the creation of user accounts pursuant to Section 2.5.

6. To the extent necessary for contractual use, the customer shall grant Way the right to reproduce the data stored by Way on behalf of the customer and to store such data in a backup data center. If required to remedy disruptions, Way is permitted to make changes to the data structure and format.

Warranty / Liability

1. Way shall not be liable for indirect or consequential damages (including loss of profits, business, goodwill, or data).

2. Way’s aggregate liability for direct damages shall not exceed the fees paid by the Customer for the Service in the twelve (12) months preceding the event giving rise to liability.

3. The limitations in this clause shall not apply to liability that cannot be excluded or limited under mandatory Finnish law, including but not limited to:

• liability for death or personal injury;
• liability caused by wilful misconduct or gross negligence, whether arising in contract or in tort;
• liability under the Finnish Product Liability Act (694/1990) or other mandatory product safety or compliance legislation

4. The customer is responsible for regularly backing up and verifying the data they entered into the SaaS Platform. In the event of data loss or data corruption caused by Way, only the costs for reproducing the data, creating backup copies, and restoring data that would have been lost or corrupted even if proper daily data backups had been performed will be compensated.
   
   
5. The foregoing limitations and exclusions of liability also apply to acts and omissions of Way’s employees, subcontractors, and other persons used in the performance of its obligations as if they were its own, unless mandatory statutory provisions take precedence.

Obstacles to Performance / Force Majeure

1. As already stated in the terms of use, no guarantee can be given for the permanent and uninterrupted availability of Way.

2. The ICC Force Majeure Clause ("short version") shall apply of these terms of use. The clause can be accessed and saved here: https://www.iccgermany.de/wp-content/uploads/2020/09/ICC_ForceMajeure_Hardship_Clauses_March2020_GER.pdf
   
   

Miscellaneous

1. The place of performance is Helsinki. The place of jurisdiction shall be the registered office of Way. The laws of the Unitary Parliamentary Republic of Finland shall apply exclusively. However, Way is entitled to bring legal action at the customer's general place of jurisdiction

2. Changes to these terms of use that do not relate to the compensation set out in Section 7 will be communicated to the customer in text form. This notice must include the reason, nature and scope of the changes. The customer then has the opportunity to object to these changes within 14 days of receipt of the information. If the customer does not object, their consent to the changes shall be deemed granted. If the customer does object, this shall be considered a termination of the use of Way, effective at the end of the day prior to the date the changes take effect.

3. Should any provision of these terms of use be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid one that most closely reflects the intent and economic purpose of these terms of use.

‍

Contact

Questions? Email us at info@way.cloud

‍