These Terms of Service, together with any Orders when applicable, govern the use of the Troves Platform (app.troves.co) or any other services provided by Troves under the Agreement. By accepting these Terms of Service as part of the sign-up procedure or login to the Troves Platform (e.g. by clicking “I agree” or a similar box on Troves Platform), or by accessing or using the Troves Platform in any manner, a binding contract is formed between Troves and the Seller. When agreeing to these Terms of Service, you hereby warrant to have the required authority to conclude the Agreement on behalf of the Seller you are representing.
Definitions
“Seller” shall mean the company, or agency representing such company, having accepted these terms and/or signed an Order as a part of the order process described herein, and looking to sell or buy products through Troves. The identity and details of Seller are specified in an Order or on the Troves Platform.
“Agreement” shall mean these Troves Platform Terms of Service between Troves and Seller and any Orders and any appendices attached thereto.
“Intellectual Property Rights” shall mean copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, trade names and any other form of registered or unregistered intellectual property rights or statutory protection of any kind and applications for any of the foregoing.
“Troves” shall mean Troves Oy (business ID: 3396476-2), address Merikannontie 5 C 112, 00260 HELSINKI, FINLAND.
“Platform” means Trove’s online service (app.troves.co) for connecting Customers Sellers and Buyers, including the online platform on which the CustomersSeller and the Buyer can conclude and administer agreements.
“Order(s)” shall mean the Order Form when applicable, or any other written or electronic order or agreement executed between the Parties for the purchase of and/or access to the services or goods.
“Party” shall mean Seller or Troves (jointly the “Parties”).
“Service Fee(s)” shall mean the fees payable by Seller to Troves for the services under this Agreement, as defined in the Order or on the Troves Platform.
“User(s)” shall mean any authorized individual that has been granted the right to use and access the Troves Platform on behalf of Seller hereunder.
1. Acceptance of Terms
- By accessing or using the Platform, you agree to comply with and be bound by these Terms of Service. If you do not agree with any part of these terms, you may not use our services.
2. User Accounts
- Users must be at least 18 years old to create an account.
- Users are responsible for maintaining the confidentiality of their account credentials.
- Troves reserves the right to suspend or terminate accounts for any violation of these terms.
3. User Conduct
- Users must not engage in any illegal, abusive, or unauthorised activities on Troves.co.
- Users must respect the rights and privacy of others.
- Users must not upload, share, or promote content that violates intellectual property rights, including copyrights and trademarks.
- When registering to the Platform, user shall provide true, accurate and complete information as prompted by the registration process and update such information when required.
- User shall use all reasonable endeavours to prevent unauthorised access to, or use of, the Platform. All passwords and other identifiers relating to the User’s use of the Platform shall be kept confidential.
- If User has reason to suspect any unauthorized access or use of the Troves Platform, or if any password has been revealed to a third party, User shall promptly notify Troves thereof.
4. Content
- Troves does not claim ownership of user-generated content but has the right to use, modify, and distribute it for the purpose of providing and improving our services.
- Users are solely responsible for the content they upload, and Troves is not liable for any loss or damage resulting from user-generated content.
5. Privacy Policy
- Users’ personal information is subject to our Privacy Policy, which outlines how we collect, use, and share user data.
6. Termination of Service
- Troves reserves the right to suspend or terminate services to any user at our discretion, with or without cause and with or without notice.
7. Disclaimers and Limitations of Liability
- Troves provides the Platform “as is” and disclaims any warranties or guarantees.
- Troves is not liable for any direct, indirect, incidental, or consequential damages.
- Troves will make reasonable efforts to keep the Platform operational. Troves shall have the right to suspend the availability of the Platform due to installation, change or maintenance work or due to severe data security risk to the Services or if required by law or public authorities. If Troves suspends the Platform for this reason, it shall inform User of the suspension and the duration of the estimated suspension in advance or, if this is not reasonably possible, without undue delay after Troves has become aware of such occurrence.
- Troves shall have the right to deny a User’s access to the Platform without any prior notice to User, if Troves suspects that User breaches the terms or burdens or uses the Platform in a manner which may jeopardise the availability of the Platform to other users. Troves shall without undue delay inform the User of the reasons for such denial.
- User acknowledge that interruptions to the availability of the Platform may also occur due to no fault of Troves, for example, in the event of data connection disruptions or interruptions to the availability of systems or components delivered by third parties.
- User is responsible for acquiring and maintaining any and all network connections, integrations, hardware and software required for using the Platform and is liable for maintaining any firewall and any data security and virus protection systems (including any costs thereof) and for ensuring that the Platform fulfils User’s intended purpose of use.
- User is responsible for setting up, testing and maintaining any and all integrations needed for the provision of the Platform.
- The individual accepting these terms represents and warrants that such individual has the full legal authority to do so, under all applicable laws, on behalf of the company in its capacity as an employee or representative of Seller.
8. Changes to Terms
- Troves reserves the right to modify these terms at any time. Users will be notified of changes, and continued use constitutes acceptance of the modified terms.
9. Indemnification
- Seller will indemnify, defend, and hold harmless Troves from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third-party claim: (i) regarding Seller’s materials or information; or (ii) regarding Seller’s use of the Platform in violation of this Agreement.
- Notwithstanding the foregoing, Troves shall not be liable for any infringement or claim thereof in the event the claim (i) is made by any affiliates of Seller; or (ii) has resulted from Seller’s or Seller’s supplier’s or User’s use or modification of or addition to the Services or Content.
- This Section contains Trove’s entire liability and Seller’s sole and exclusive remedy in case of Intellectual Property Rights infringements.
10. Confidentiality
- Neither Party shall disclose to third parties any material or information received from the other Party and marked as confidential or which should be understood to be confidential, and shall not use such material or information for any other purposes than those stated in this Agreement.
- The Party shall return all records or copies of the confidential information of the other Party at the request of the other Party and at the latest upon the expiry or termination of the Agreement. This shall not apply to confidential information or copies thereof which must be stored by the receiving Party according to applicable law.
- The obligation of confidentiality is applied during the term of this Agreement and for five (5) years after the termination of this Agreement.
- The confidentiality obligation shall, however, not be applied to material and information, (a) which is generally available or otherwise public; or (b) which the Party has lawfully received from a third party without any obligation of confidentiality; or (c) which was lawfully in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; or (d) which a Party has independently developed without using material or information received from the other Party as verified by the written records of the receiving Party; or (e) which a Party is obligated to disclose due to applicable mandatory laws, public authority regulations or court orders. In case of disclosure due to (e), the Party must promptly inform the other Party of such disclosure.
11. Interfaces and integration tools
- For the avoidance of doubt, all interfaces and integration tools, if any, relating to the Services are provided on an “as is” basis. Troves may provide Seller with such interfaces and integration tools as developed and implemented by Troves from time to time.
- Seller acknowledges that some interfaces or integration tools may be provided by third parties and/or may have connections or links to third-party service providers’ software or systems. Troves shall not, under any circumstances, be liable for the actions of such third parties or the parts of the interfaces or integration tools which are delivered, maintained or owned by third parties.
12. Governing Law
- These terms are governed by and construed in accordance with the laws of Finland.
- Any dispute, controversy or claim arising out of or relating to this Agreement or a breach, termination or validity thereof shall be settled primarily by amicable negotiations between the Parties.
- Should the negotiations not lead to a settlement between the Parties within 90 days, 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 Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English. The arbitral proceedings and award shall be confidential.
- Nothing in this Agreement shall be deemed to limit Trove’s rights to seek interim injunctive relief or to enforce an arbitration award in any court of law. With respect to any violation by Seller of any Intellectual Property Rights and/or confidential information of Troves, Troves shall have the right, at its sole discretion, to seek remedies in public courts within any applicable territory.
13. Force Majeure
- Neither Party shall be liable for delay and damage caused by an impediment beyond the Party’s control and which the Party could not have reasonably taken into account at the time of conclusion of this Agreement and the consequences of which the Party could not reasonably have avoided or overcome. Such force majeure events shall include, if not proven otherwise, inter alia, war or insurrection, earthquake, flood or other similar natural catastrophe, interruptions in general traffic, data communication or supply of electricity, import or export embargo, strike, lockout, boycott or other similar industrial action.
- Each Party shall without delay inform the other Party in writing of a force majeure event and the ceasing of such event.
- Where a Party’s performance is prevented for a period in excess of one (1) month due to an event as stated above, either Party shall be entitled to terminate the Agreement.
14. Term and Termination
- This Agreement shall become effective when Seller accepts the terms of the Agreement in accordance with the Order or as a part of the sign-up process to the Troves Platform or in any other way, as set out in the Agreement.
- This Agreement shall continue to be in force until further notice. Each Party may terminate this Agreement by a written notice to the other Party. The termination period shall be one (1) month.
- Troves may terminate this Agreement with immediate effect by written notice, if (i) Seller is dissolved or liquidated, is declared bankrupt or otherwise becomes the subject to other insolvency proceedings; or (ii) Troves ceases its business operations or the provision of the Services.
- Both Parties may terminate this Agreement with immediate effect by giving a written notice thereof to the other Party, if the other Party materially breaches its obligations under this Agreement and does not remedy the breach within seven (7) days of a written notice by the other Party.
- Upon expiry or termination of the Agreement, Seller shall cease to use the Services.
- All provisions of this Agreement that are intended to survive the termination or expiry of this Agreement shall do so, including without limitation Sections “Intellectual Property Rights”, “Confidentiality”, “Limitation of Liability” and “Governing Law and Dispute Resolution”.
15. Subcontractors
- Troves shall be entitled to use subcontractors for the provision of the Services. Troves shall be liable for the subcontractors’ work and services in the same manner as for its own work and services.
16. Notices
- Any notice or other written communication to be given by the Parties under this Agreement shall be sent by email to the email address indicated in the Order or on the Troves Troves Platform.
- If either Party is to change their respective contact details, the other Party shall be informed thereof in advance.
17. Entire Agreement
- This Agreement supersedes all prior agreements, arrangements, and understandings between the Parties relating to the subject matter hereof and constitutes the entire agreement between the Parties relating to the subject matter hereof.
18. Headings
- Headings used in this Agreement are for convenience only and do not alter the meaning or interpretation of any provision herein, unless otherwise stated.
19. Severability
- If any part of this Agreement is held to be invalid or unenforceable by any court, tribunal or other authority having jurisdiction, this shall not affect the validity or enforceability of the rest of this Agreement. Instead, this Agreement shall be construed and interpreted so that its effect shall remain as close as legally possible to the effect it would have had without such invalidity or unenforceability.
20. Assignment
- Neither Party may assign this Agreement or any rights or obligations hereunder without the prior consent of the other Party. Troves may, however, assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of its business assets without Seller’s prior consent. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the Parties hereto.
21. Contact Information
- For questions or concerns regarding these terms, please contact us via email at hi[@]troves.co.
