Terms of Service – Maintella

1.   Scope of the terms and the parties

These Terms apply to the provision of the Services by Roti Oy, Business ID FI3228068-4 (“Provider”) to its customer (“Customer”). Provider and the Customer are hereinafter referred to each as a “Party” and together as the “Parties”.    

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer”, “you”) and Provider (“Provider”, “we”, “us”, or “our”) governing your access to and use of the Deftify platform and services (the “Services”).

By accessing or using the Services, you agree to be bound by these Terms, including any documents, appendices, or policies incorporated by reference. If you do not agree to these Terms, you may not use the Services.

The Services are intended for business and professional use only. You represent and warrant that you are entering into this agreement on behalf of a business or legal entity and have the authority to bind that entity to these Terms.

2. Description of Services and Fees

2.1 Service Description

Services and Packages. A general description of the Services is provided in Appendix A – Service Description. The Services may consist of one or more packages or groupings of functionality (“Packages”), as described in Appendix A. Customer may select and activate one or more Packages either within the Services (e.g., in-product settings) or by other written means agreed by the parties (including an order form, SOW, or email confirmation). Provider may update the features and functionality from time to time; Provider will notify Customer in writing of any material changes. The then-current version of Appendix A will be made available within the Services or upon request.

2.2 Fees and Payment Terms

The fees applicable to the Services are defined in Appendix B: Pricing Terms or if no separate pricing terms have been agreed on indicated within the Services. These fees are subject to change, provided that any fee increase will be communicated to the Customer at least three (3) months in advance, unless otherwise agreed in Appendix B.

Payment terms

  • All fees are invoiced in advance and are due within fourteen (14) days of the invoice date;

  • The Provider may charge interest on overdue payments at the maximum rate permitted by law.

All fees are exclusive of applicable taxes, levies and duties unless otherwise stated. The Customer agrees to pay all fees in accordance with the terms defined in Appendix B or the applicable order form.

2.3 Reference Use

Unless otherwise agreed in writing, Provider may identify the Customer as a user of the Services by displaying the Customer’s name and logo on Provider’s website, pitch materials, or other marketing materials.

The Provider may also request to feature the Customer in a reference case study, success story, or similar promotional material. If the Customer does not respond to such a request within thirty (30) calendar days, the request will be deemed approved.

Any use of the Customer’s trademarks or brand elements will be in accordance with the Customer’s reasonable brand usage guidelines if provided.

3. Definitions

For the purposes of these Terms, the following definitions apply:

  • Admin User: An individual who has been granted administrative access to the Services by the Customer. Admin Users may configure workflows, manage integrations, access data, and invite other users.

  • Field Engineer: A user who accesses the Services via a temporary or token-based access link to perform a specific task. Field Engineers may be employed directly by the Customer, be external contractors or end users of products.

  • Limited Access Grant: A limited access generated by an Admin User that provides access to specific parts of the system for Field Engineers.

  • Customer Data: All data submitted to the Services by the Customer or its users, including but not limited to uploaded content, task responses, diagnostic files, manuals, work instructions, workflow contents, metadata, and information retrieved from third-party systems via integrations.

  • Integrations: Configured connections between the Services and third-party systems for purposes including, but not limited to, retrieving asset data, diagnostics, tickets, or work status updates.

  • Documentation: The most current online documentation describing the functionality of the Services, including developer APIs, available to Admin Users.

4. User Roles and Access

The Customer is responsible for managing all Admin User accounts associated with their organization. Admin Users may invite Field Engineers or other temporary users to perform actions in the Services via Limited Access Grants.

Field Engineers are not required to register an account, but by using an Limited Access Grant, they agree to these Terms and assign ownership of all data they submit to the Customer (see Section 6).

The Customer is solely responsible for:

  • Ensuring that any person accessing the Services via an Limited Access Grant is authorized to act on its behalf;

  • All actions taken through such access, whether by employees, contractors, or third parties;

  • Informing Field Engineers and other users of their obligations under these Terms.

5. Ownership and Use of Data

5.1 Customer Data Ownership

All Customer Data submitted by the Customer or its users, including data retrieved via integrations, remains the sole property of the Customer. The Provider does not claim ownership of Customer Data.

5.2 License to Operate and Improve Services

The Customer grants Provider a non-exclusive, worldwide, royalty-free license to store, process, and use Customer Data for the purposes of:

  • Providing the Services to the Customer;

  • Operating, maintaining, and improving the platform;

  • Aggregating and analyzing the data for reporting, benchmarking, or machine learning model training, provided that no Customer or individual can be identified.

The right of the Provider to make use of Customer Data in anonymized form will survive the termination of this agreement.

5.3 Data Access and Export

The Customer may access and export its data at any time via the available APIs or user interface, subject to reasonable technical limitations and fair use thresholds. The Provider may implement rate limits or quotas to protect system performance.

Provider will assist with Customer data export requests. Customer will pay for the work at Provider’s then-current pricing, plus any reasonable third-party or out-of-pocket costs.

5.4 Removal of data from the Service

Upon termination of the Services, the Customer may request that Provider remove such data in accordance with industry standards so that no individual, customer or Asset can be identified.

Unless otherwise required by law or retained for legitimate operational reasons (e.g., audit logs), Provider will comply with such requests within a commercially reasonable timeframe.

5.5 No Sale or Unauthorized Disclosure

Provider will never sell, rent, or publicly disclose Customer Data without the Customer’s explicit consent. Use of Customer Data for marketing or external publication will only occur with written approval from the Customer or in accordance with Section 2.3.

6. Intellectual Property

6.1 Ownership of the Services

All rights, title, and interest in and to the Services, including the software, platform architecture, APIs, designs, documentation, and any related materials provided by Provider, are and will remain the exclusive property of Provider or its licensors. These Terms do not grant the Customer or its users any intellectual property rights in the Services, except for the limited right to use the Services as set forth herein.

6.2 License to Use the Services

Subject to compliance with these Terms and payment of applicable fees, Provider grants the Customer a limited, non-exclusive, non-transferable right to access and use the Services solely for the Customer’s internal business operations.

6.3 Feedback

If the Customer or any of its users submits suggestions, feedback, or ideas regarding the Services (“Feedback”), Provider may use such Feedback without restriction or obligation. The Customer agrees that the Provider is free to incorporate or otherwise use the Feedback in its products and services.

7. Compliance Features Disclaimer

The Provider may offer features, templates, reports, advisory or tools designed to support compliance with certain regulatory or contractual obligations. These features are intended as optional aids and do not constitute legal or engineering advice or a substitute for professional evaluation.

The Customer is solely responsible for:

  • Determining whether the Services meet the requirements of any law, regulation, or industry standard applicable to its operations;

  • Ensuring that any outputs generated by the Services (including but not limited to reports or diagnostic summaries) are reviewed and verified prior to use or submission to regulators or other parties;

  • Consulting qualified legal or compliance professionals as needed.

The Provider disclaims all warranties that use of the Services will ensure or result in compliance with any specific obligation, standard, or legal framework.

8. Field Engineer Submissions

Field Engineers accessing the Services via a Limited Access Grant may submit data, files, notes, photos, or other information as part of workflow tasks. By submitting such content, each Field Engineer:

  • Acknowledges that they are acting on behalf of the Customer;

  • Transfers any rights in the submitted content to the Customer upon submission;

  • Grants Provider a license to store, process, and use such content solely for the purposes of delivering the Services;

  • Confirms that the content is not confidential to them and does not violate the rights of any third party.

Field Engineers may not redistribute or reuse any content or data obtained through the Services for their own purposes or on behalf of any party other than the Customer.

9. Prohibited Activities

Users of the Services, including Admin Users, integrated services and Field Engineers, may not:

  • Use the Services for any unlawful, harmful, or fraudulent purpose;

  • Misrepresent their identity or impersonate another individual or entity;

  • Upload, submit, or transmit any data that is illegal, defamatory, offensive, harassing, or that violates the rights of others;

  • Interfere with or disrupt the integrity or performance of the Services;

  • Interfere with or disrupt the integrity or performance of Customer Assets;

  • Attempt to access parts of the system not granted by a Limited Access Grant or beyond authorized user roles;

  • Circumvent access controls or security measures;

  • Reverse-engineer, decompile, or otherwise attempt to derive source code or underlying algorithms of the Services;

  • Use the Services to build a competing product or service;

  • Submit content containing malware, viruses, or other harmful code;

  • Use automated systems to extract data or probe system vulnerabilities, except as allowed via documented APIs and within defined rate limits or instructions provided by the Provider.

The Provider reserves the right to suspend or terminate access to the Services for any user found to be in violation of this section.

10. Service Availability and Modifications

The Provider aims to provide reliable and continuous access to the Services but does not guarantee uninterrupted availability. Access may be suspended temporarily or permanently for planned maintenance, updates, system improvements, or unexpected outages.

Provider reserves the right to:

  • Modify or discontinue parts of the Services at any time;

  • Change system behavior, interfaces, or integration methods;

  • Remove features or functionality without prior notice, unless otherwise required under an agreement or by applicable law.

Where feasible, the Provider will notify the Customer in advance of material changes or disruptions that may affect normal operations. The Provider is not liable for any delays, losses, or damages arising from such modifications or interruptions.

11. API Usage and Fair Access

The Services provide APIs and programmatic interfaces to allow the Customer to access and export Customer Data and to interact with the Services.

API use is subject to the following conditions:

  • The Provider may implement authentication, rate limits, or quotas to ensure fair use and system stability;

  • The Customer must not use the APIs to overload or disrupt the Services;

  • Use of undocumented or unsupported API endpoints is prohibited;

  • Provider reserves the right to modify, version, or deprecate API endpoints upon reasonable notice.

Misuse or abuse of the API may result in suspension of access or throttling.

12. Third-Party Services and Integrations

The Services may retrieve or exchange data with third-party systems and services via integrations configured or instructed by the Customer. These may include asset management backends, IoT platforms, ticketing systems, or other external services.

Provider does not control and is not responsible for:

  • The accuracy, completeness, or timeliness of data retrieved from third-party systems;

  • The continued availability or behavior of third-party services or APIs;

  • Service disruptions or data inconsistencies caused by changes or failures in third-party systems.

It is the Customer’s responsibility to ensure they have the necessary rights and authorizations to connect third-party services and retrieve data through integrations.

The Provider may provide implementations, templates or blueprints to facilitate integrations, but these are offered “as-is” without warranty or guarantee of compatibility.

13. Privacy and Data Protection

The Provider processes personal data in accordance with its Privacy Policy. The Privacy Policy forms an integral part of these Terms.

The Provider acts as a data processor with respect to Customer Data that includes personal data. Where required under applicable law (e.g. the GDPR), a separate Data Processing Agreement (DPA) can be made available to the Customer.

Provider is committed to maintaining appropriate technical and organizational measures to protect personal data. These include:

  • Encryption of data in transit and at rest;

  • Access controls and audit logs;

  • Secure data deletion processes.

Unless otherwise agreed, the Services are hosted in the European Economic Area (EEA) or other jurisdictions that provide adequate data protection safeguards.

The Customer is responsible for ensuring:

  • Its own compliance with applicable data protection laws;

  • That it has the necessary consents or lawful basis to process personal data via the Services;

  • That Field Engineers and users are informed of data processing practices.

14. Termination and Suspension

Either party may terminate these Terms or any active subscription:

  • For convenience, with 30 days’ written notice following the end of any applicable minimum term;

  • Immediately if the other party materially breaches these Terms and fails to cure such breach within 14 days of notice.

Upon termination:

  • The Customer’s right to access and use the Services will cease;

  • The Customer may request data export or removal in accordance with Section 6.4;

  • Any outstanding fees remain payable.

Provider may suspend access to the Services without notice if:

  • Continued use poses a security or operational risk or legal liability;

  • The Customer violates applicable laws or these Terms;

  • Payments are overdue by more than 30 days.

Suspension does not waive Provider’s right to terminate or seek additional remedies.

15. Disclaimers

The Services are provided “as is” and “as available”. To the maximum extent permitted by law, Provider disclaims all warranties, express or implied, including but not limited to:

  • Fitness for a particular purpose;

  • Non-infringement;

  • Compliance with specific laws or industry standards;

  • Accuracy or reliability of outputs generated through workflows or integrations.

The Provider does not warrant that the Services will be uninterrupted, error-free, or immune to unauthorized access, system failures, or data loss.

The Customer is solely responsible for validating outputs before use in operational or regulatory contexts.

16. Limitations of Liability

To the fullest extent permitted by law:

  • The Provider’s total cumulative liability arising out of or related to the Services, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Customer during the six (6) months preceding the event giving rise to the claim.

  • Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

    • Loss of profits, business, data, or anticipated savings;

    • Downtime or loss of productivity;

    • Losses arising from reliance on incorrect or incomplete data.

These limitations apply even if the Provider has been advised of the possibility of such damages and regardless of the legal theory under which liability is asserted.

17. Indemnification

The Customer agrees to indemnify, defend, and hold harmless the Provider and its affiliates, officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, expenses, and costs (including reasonable legal fees) arising out of or related to:

  • The Customer’s or its users’ violation of these Terms;

  • Any Customer Data or Submitted Content that infringes or misappropriates the rights of a third party;

  • The Customer’s use of the Services in violation of applicable law;

  • Any dispute between the Customer and a Field Engineer or third party concerning ownership or use of submitted data.

  • Any dispute between the Customer, the field engineering partners and owners of assets

Deftify reserves the right to assume the exclusive defense and control of any matter subject to indemnification, in which case the Customer agrees to cooperate fully.

18. Governing Law and Dispute Resolution

These Terms are governed by and interpreted in accordance with the laws of Finland, without regard to its conflict of law provisions.

18.1 Informal Resolution

The parties agree to make reasonable efforts to resolve any dispute, claim, or disagreement through informal negotiation within thirty (30) days before initiating legal proceedings.

18.2 Jurisdiction

If informal resolution fails, any disputes shall be submitted to the competent courts of Helsinki, Finland, and both parties agree to that venue and waive any objections based on jurisdiction.

This section does not limit either party’s right to seek injunctive or equitable relief in any court of competent jurisdiction to prevent actual or threatened unauthorized use or disclosure of confidential information or intellectual property.

19. Changes to These Terms and Contact

The Provider may update these Terms from time to time. If material changes are made, the Provider will provide reasonable notice via email or through the Services.

Continued use of the Services after the effective date of the updated Terms constitutes acceptance. If the Customer does not agree to the new Terms, the Customer may terminate their use of the Services in accordance with Section 16.

Questions, complaints, or legal notices regarding these Terms may be directed to:

legal@maintella.com Terms of Service – Maintella