1. Terms of service
These Terms of Service (“Terms”) shall be deemed to form an inseparable part of the agreement between Nightingale Health Oyj (”Nightingale”) and a corporate customer (“Customer”) purchasing My Nightingale service (“Service”) for its employees or other individuals (“End Customer”).
Nightingale and the Customer are also hereinafter referred to individually as a “Party” and collectively as “Parties”.
The agreement between Nightingale and the Customer consists of a written offer made by Nightingale ("Offer"), these Terms and the Customer’s written acceptance thereof ("Agreement"). By placing an order, the Customer agrees to be bound by these Terms. In the case of any discrepancy between the Offer and these Terms, the Offer shall prevail.
Prior to using the Service, the End Customer is required to register to the Service by using the code provided by Nightingale in accordance with My Nightingale Consumer Terms of Service valid at the time of registration. The Service must be used within twelve (12) months from the registration. The code is valid until the expiry date indicated in the Offer before which the registration must be completed.
The Agreement shall become effective on the date of the Customer’s written acceptance of the Offer and shall remain force until all the codes provided by Nightingale under the Agreement have been either used or expired.
The Customer warrants that
- The End Customer is at least 18 years old; and
- The representative placing the order on a behalf of the Customer has the authority to bind the Customer to the Agreement.
2. Scope of the Service
My Nightingale is a health service that provides comprehensive blood-based information to help maintain and improve health and wellbeing. The Service includes My Nightingale Starter Packages to be used by the End Customers, each Starter Package consisting of
- Two blood draws at Nightingale Nest in Helsinki, if not otherwise indicated in the Offer;
- Measuring and analyzing the blood samples using Nightingale’s proprietary technology;
- Two personal test results delivered to the End Customer’s phone via My Nightingale mobile app (“App”).
3. Pricing and Payment Terms
The price of the Service is the price indicated in the Offer. The payment terms are 14 days from the invoice date. The penalty interest is according to the Finnish Interest Act valid at the time.
4. Reference Right
Both Parties may use the other Party’s name in public lists of customers and/or partnerships or in other promotional materials or discussions.
5. Intellectual Property Rights
All right, title and interest in and to all copyrights and other intellectual property rights arising out of or related to the Service shall remain in Nightingale’s exclusive ownership.
6. Limitation of Liability
Neither Party shall be liable for any indirect damages and the total liability of a Party towards the other Party under the Agreement shall not exceed the amount paid by the Customer for the Services, provided that the aforementioned shall not limit the Customer’s indemnification obligation in accordance with Section 7 (Data Protection and Privacy).
7. Data Protection and Privacy
Nightingale is committed to the high standards of data protection and privacy set forth by the GDPR. Nightingale has implemented measures and systems to ensure the confidentiality of personal data.
Should Nightingale send the codes and registration instructions to the End Customers wishing to register to the Service, the Customer shall provide Nightingale with a list of the End Customers’ email addresses. The Customer warrants that it has the right to lawfully disclose the personal data to Nightingale for this purpose. The Customer shall indemnify Nightingale against all liabilities concerning such use of personal data.
Each Party shall keep in confidence all material and information of the other Party that is marked as confidential or which should be understood to be confidential. A Party shall have the right to use such material and information only for the purposes set forth in the Agreement; copy such material and information only to the extent necessary for the purposes of the Agreement; and disclose such material and information only to those of its employees with a need to know such material and information and then only for the purposes set forth in the Agreement.
The confidentiality obligation shall, however, not be applied to material and information that: (a) is generally available or otherwise public; (b) the Party has received from a third party without any obligation of confidentiality; (c) was in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; (d) a Party has developed independently without using material or information received from the other Party; or (e) a Party must disclose pursuant to a law, decree, or other order issued by the competent authorities or judicial order.
The rights and obligations pursuant to this clause shall remain in force for five (5) years after the termination of this Agreement.
The existence of the Agreement shall not be considered as confidential information.
9. Other terms
Each of the paragraphs of the Agreement operates separately. If any court or relevant authority decides that any of them are invalid, illegal or unenforceable, the remaining paragraphs will remain in full force and effect.
The Agreement constitutes the entire Agreement, and no other communications, whether oral or written, are considered as part of the Agreement.
10. Applicable Law and Dispute Resolution
The Agreement shall be governed by the laws of Finland, excluding its choice of law provisions.
Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Arbitration Institute of the Finland Chamber of Commerce. All arbitration awards shall be final and binding on the Parties and enforceable in any court of competent jurisdiction.
Either Party may, however, file a suit for a claim based on undisputed receivables to the District Court of Helsinki.
Effective from 1 December 2020