Terms of service

2.1 The Customer accepts this Agreement either upon the earlier of registering to use the Service or using the Service, whether such registration or use is carried out by the Customer or automated system (such as AI agent) acting on the Customer's behalf. Where the Service is registered for use by an automated system on the Customer's behalf, the Customer represents that it has authorized such system to accept this Agreement and act on its behalf, and the Customer shall be bound by this Agreement accordingly. If the individual is accepting this Agreement on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to this Agreement. If the individual accepting this Agreement does not have such authority, or does not agree with this Agreement, such individual must not accept this Agreement and may not use the Service.

3.1 The Service is an Aiven provided cloud based service that Aiven has not fully released for use and which Aiven refers to as a 'Preview', 'Early Access', 'Beta', 'Limited Availability' or similar version of a service on the Website and/or applicable documentation of the Service (hereinafter referred to as 'Preview' in these Terms).

3.2 Because the Service is available as a Preview only, it: i) may not operate properly; ii) may not be available and is not provided subject to any service levels; iii) may not be in its final form; and iv) it may contain bugs, errors, and other problems.

3.3 The Customer may order the Service through the Web Site by placing orders within its account after account registration. The Customer shall be responsible for any orders made under the Customer's account, whether by the Customer itself, by its authorized users, or by the Customer's data systems or agents, and the Customer shall be responsible for the payment of all applicable Fees based on orders made under the Customer's account. Aiven reserves the right to place controls and restrict the Customer's orders of the Service – including by restricting the placing of orders by Customer through automated systems on the Customer's behalf.

4.1 Aiven develops the Service in its sole discretion and without obligation to the Customer and may, in its sole discretion, decide to discontinue the Service without any liability to the Customer.

4.2 Because the Service is made available as a Preview version only, the Customer acknowledges and agrees that any usage of the Service is at the Customer's own risk, and Aiven will have no liability arising out of or in connection with the Service.

4.3 The Service is provided to the Customer strictly on an 'as is' basis. Aiven makes no warranties of any kind, whether express, implied, statutory or otherwise, and Aiven specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose, or non-infringement, and any warranties arising out of course of dealing, course of performance or use of trade to the maximum extent permitted by applicable law. Aiven shall have no responsibility for determining that Customer's proposed use of the Service complies with applicable laws and regulations in Customer's jurisdiction(s). Customer acknowledges and agrees Aiven is not engaged in providing legal, accounting, tax, or financial services or advice. No advice or information, whether oral or written, provided by Aiven will create any warranty or condition not expressly stated in this Agreement.

5.1 Without limiting Section 4.1 above, Aiven shall have the right to suspend the provision of the Service if such is necessary in order to perform installation, change or maintenance work in respect of the Service or if such suspension results from installation, change or maintenance work in respect of public communication networks.

5.2 Aiven shall have the right to suspend the provision of the Service and/or deny the Customer's access to the Service without first hearing the Customer due to (a) a significant data security risk to the Service, (b) if applicable law or a court or administrative order requires Aiven to do so, (c) if Aiven becomes aware of, or reasonably suspects, any activities of the Customer or its authorized users that infringe on the AUP or if the Customer has violated the terms of the Agreement or guidelines and policies which maybe be associated with use of the Service (d) if the Service is used contrary to, or for a purpose prohibited by this Agreement, applicable laws or court or administrative orders, or (e) the Service is used in a manner that jeopardizes the provision of the Service to other users. Aiven shall promptly notify the Customer of the suspension of the Service under this Section as well as the grounds for such suspension and shall use its best efforts to resolve the issue with the Customer without undue delay.

5.3 Aiven shall always have the right to suspend the Service, if the Customer is in default with its payment of undisputed Fees due under this Agreement and does not pay such Fees despite a request to pay within fourteen (14) days calculated from the date of such request. The suspension can be continued until the Customer has paid all Fees due under this Agreement, after which Aiven shall continue the provision of the Service.

5.4 The Customer understands that the Service is hosted by a Subprocessor and/or subcontractor of Aiven and such providers may reserve rights to discontinue their hosting at any time. Aiven shall not be liable in any way for any discontinuation of such services provided by their providers. Aiven undertakes to inform the Customer of such discontinuation without delay after having become aware of any third party plans to discontinue the provision of hosting services affecting the Customer.

6.1 The rates applicable for the Service may be reviewed at the Web Site. Actual Fees will vary depending on Customer's use of the Service and/or the service plan selected by the Customer.

6.2 Aiven uses a third-party payment processing service provider (currently Stripe Payments Europe, Ltd.) to process payments. Aiven may replace the payment processor with another provider of its choice from time to time. Where the Customer's Fees are processed via payment processor, the Customer consents to the use of the payment processor and to the transfer of its payment details to the payment processor, and agrees to be bound by any third-party terms applicable to the payment processor's service.

6.3 All Fees are charged monthly in arrears from the Customer. Aiven may, in its sole discretion, charge Fees either automatically via the payment processor referred to in Section 6.2 above, or by issuing an invoice to the Customer. Where an invoice is sent, the Customer is responsible for paying any Fees properly due in accordance with such invoice.

6.4 Aiven reserves the right to adjust the rates applicable to the Service where this is justified due to the general increase of Aiven's costs and expenses of production (such as but not limited to general increase of labor costs and expenses). Further, Aiven may increase the rates applicable to the Service by an amount corresponding to an increase of costs of relevant third party offerings. Aiven will inform the Customer of such change at least thirty (30) days before implementing such change. Continuous use of the Service will be deemed as acceptance of the new Fees.

6.5 All rates and Fees are set out without value added tax (VAT) or any other applicable sales tax, which shall be added to the rates and Fees in accordance with the then-applicable tax laws and regulations. In case a separate invoice is sent, the term of payment of each invoice shall be fourteen (14) days net from the date of the invoice. Interest on any amounts overdue shall accrue in accordance with the applicable Finnish Interest Act (Korkolaki 1982/633, as amended).

7.1 The Customer shall be responsible for its own devices, systems, applications, connections and software used to access the Service. The Customer shall be responsible for the protection of the Customer's data communications and data systems and costs for communications and other comparable costs related to use of the Service.

7.2 The Customer may authorize users to use the Service under the Customer's account. The Customer shall ensure that any users it authorizes to use the Service under the Customer's account comply with this Agreement at all times and use the Service only in accordance with this Agreement and the AUP, and applicable laws and regulations. The Customer shall be responsible for any use of the Service under the Customer's account including payment of all applicable Fees.

7.3 The Customer shall be responsible for ensuring that it and its authorized users comply with this Agreement. The Customer shall further ensure that its authorized users maintain their user names and passwords diligently and do not disclose them to third parties. The Customer undertakes to inform Aiven without delay if any password has been revealed to a third Party or if the Customer has a reason to suspect misuse of a user name or password. The Customer's liability for the misuse of the Service by the use of the user name or password of its user shall expire when Aiven has received Customer's written and sufficiently detailed notice of such misuse. The Customer shall change the password required for the use of the Service upon written request of Aiven if necessary due to data security risk to the Service.

7.4 The Customer is solely responsible for making appropriate backups of its data, and Aiven or its Subprocessors shall in no way be liable for any deletion of or failure to store any data of the Customer or other communications maintained or transmitted to the use of the Service.

7.5 The Customer agrees to indemnify Aiven, at the Customer's own expense, against any claims made towards Aiven based on any information or data, including Personal Data, the Customer inputs to the Service, including without limitation claims that the Customer's data infringes third Party intellectual property rights or that the data otherwise infringes applicable laws.

8.1 Customer's use of the Service is subject to the AUP which is hereby incorporated into this Agreement by reference.

9.1 Customer grants Aiven a perpetual, exclusive, irrevocable, worldwide license to use Feedback without compensation, obligation to report on such use, attribution, and without any other restriction. Aiven's rights granted include without limitation the right to use Feedback for any purpose. Feedback is not considered Customer's Confidential Information.

10.1 Subject to the terms of this Agreement and subject to the due payment of all applicable Fees, the Customer shall have a limited, non-exclusive, non-transferable right to use the Service during the term of this Agreement.

10.2 All rights, title and interest, including all Intellectual Property Rights in and to the Service, and any changes thereto shall belong exclusively to Aiven or its licensors. Except for the express license to use the Service granted to the Customer under and in accordance with the terms and conditions of this Agreement, the Customer shall have no and shall not by virtue of this Agreement obtain any rights, license or interests in and to the Service or any Intellectual Property Rights pertaining thereto.

10.3 All licenses granted to the Customer under the Agreement shall terminate upon the termination of the Agreement for any reason.

11.1 To the extent the Customer inputs Personal Data to the Service, the Parties acknowledge that the Customer acts as a Data Controller and Aiven acts as the Data Processor processing Personal Data together with its Subprocessors on behalf of the Customer for the purpose of providing the Service. All such processing of the Customer's Personal Data by Aiven is subject to the DPA.

12.1 Each Party shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential ('Confidential Information'), and may not use such Confidential Information for any other purpose than those set forth in the Agreement. The confidentiality obligation shall, however, not apply to material and information, (a) which is or later becomes generally available or otherwise public; or (b) which the receiving Party has received from a third Party without any obligation of confidentiality; or (c) which was rightfully in the possession of the receiving Party prior to receipt of the same from the disclosing Party without any obligation of confidentiality related thereto; (d) which a Party has independently developed without any use of or reference to the Confidential Information received from the other Party; or (e) which a Party is required to disclose under any mandatory law or by order of a court or governmental body of competent jurisdiction.

12.2 Each Party shall promptly upon termination of the Agreement, or when the Party no longer needs the Confidential Information in question for the purpose of performing its obligations or exercising its rights under the Agreement, cease using the Confidential Information received from the other Party and, unless the Parties separately agree on destruction of such Confidential Information, return the Confidential Information in question (including all copies and reproductions thereof) to the other Party. Each Party shall, however, be entitled to retain the copies required by law or administrative orders applicable to such Party.

12.3 Notwithstanding the confidentiality obligation set forth herein, each Party shall be entitled to use the general professional skills and experience acquired in connection with the performance of the Agreement.

12.4 The rights and obligations related to the Confidential Information shall survive the termination of this Agreement for any reason for a period of three (3) years from such termination.

13.1 Aiven shall not be liable for any indirect, incidental, or consequential damages such as loss of profits, revenue or business, damages caused due to decrease in turnover or production or loss, alteration, destruction or corruption of data.

13.2 Total aggregate liability of Aiven towards the Customer under this Agreement shall not exceed 100 EUR.

13.3 The limitations of liability shall not apply to damages caused by willful misconduct or gross negligence.

14.1 This Agreement shall enter into force upon Customer registering for the first time to use the Service.

14.2 A Party may terminate this Agreement for convenience at any time by either providing written notice to the other Party, or in case of the Customer, by Customer deleting its account through functionalities provided in the Service.

14.3 Each Party may terminate the Agreement in whole for cause with immediate effect upon written notice to the other Party if (a) the other Party becomes insolvent, applies for or is adjudicated in bankruptcy or liquidation or corporate restructuring or otherwise ceases to carry on its business; or (b) the other Party is in material breach of the terms of this Agreement and fails to remedy such breach within thirty (30) days from the date of receipt of a written notice by the non-defaulting Party, such written notice detailing the breach and the intention to terminate.

14.4 Upon termination of this Agreement for any reason, any Fees owed by the Customer until the effective date of termination shall become due.

15.1 Aiven shall have the right to update this Agreement at its sole discretion by updating this Agreement on the Web Site. It is the Customer's responsibility to monitor updates to the Agreement. Should Aiven modify this Agreement and the Customer does not accept the modified terms, the Customer must immediately stop using the Service. Continued use of the Service shall be deemed as the Customer's acceptance to the modified terms of the Agreement.

15.2 Aiven shall be free to use subcontractors in the performance of its obligations and exercise of its rights under this Agreement.

15.3 Aiven shall have the right to use its relationship with the Customer in its marketing and sales promotion activities.

15.4 This Agreement constitutes the entire agreement with respect to Customer's access to and use of the Service. Aiven's obligations regarding the Service are governed solely by this Agreement pursuant to which they are provided. For clarity, this Agreement shall prevail over any Customer provided general terms and conditions which may have been referenced in the Customer's standard template order form or purchase order.

15.5 Neither Party shall be liable for any delays or non-performance of its obligations or any damages caused by an impediment beyond its reasonable control, which it could not have reasonably taken into account at the time of entering into this Agreement, and whose consequences it could not reasonably have avoided or overcome. For instance, errors in public communication networks or electricity supply shall constitute such an impediment. Strike, lockout, boycott and other industrial action shall constitute a force majeure event also when the Party concerned is the target or Party to such action. A force majeure event suffered by a Subprocessor or a subcontractor of Aiven shall also discharge Aiven from liability. Each Party shall without delay inform the other Party in writing of a force majeure event and the termination of the force majeure event.

15.6 All formal notices and other formal communication between the Parties hereunder shall be made in the English language.

15.7 Neither Party shall be entitled to assign nor transfer all or any of its rights, benefits and obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Aiven shall, however, have the right to assign this Agreement in connection with a sale or transfer of its business or a relevant part thereof.

15.8 Any terms and conditions that by their nature or otherwise reasonably should survive a cancellation or termination of this Agreement shall also be deemed to survive.

16.1 The Agreement shall be governed by and construed in accordance with the substantive laws of Finland, excluding its choice of law provisions.

16.2 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 (1). The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.

16.3 Notwithstanding anything set out in Section 16.2 above, Aiven shall have the right to claim unpaid Fees in a public court.

• "Agreement" means these Terms, the DPA, and the AUP;
• "AUP" means the acceptable use policy made available at: https://nevia.cloud/aup;
• "Confidential Information" has the meaning set out in Section 12;
• "Data Controller" shall have the meaning set out in GDPR Article 4(7);
• "Data Processor" shall have the meaning set out in GDPR Article 4(8);
• "DPA" means the data processing agreement applicable to the Service and made available at https://nevia.cloud/dpa;
• "Feedback" means any feedback, suggestions, feature requests, ideas, or other similar input that the Customer may provide to Aiven during the term of this Agreement;
• "Fees" means the compensation payable by the Customer for the Service, where applicable;
• "GDPR" means the General Data Protection Regulation (EU) 2016/679;
• "Intellectual Property Rights" means any and all patents, utility models, design rights, copyrights (including the right to amend, modify, develop and assign), trademarks, trade names, inventions, trade secrets, domain names, know-how and any other industrial or intellectual property rights (including applications thereof);
• "Party" means Customer or Aiven, as applicable;
• "Parties" means Customer and Aiven jointly;
• "Preview" has the meaning set out in Section 3.1;
• "Personal Data" has the meaning set out in GDPR Article 4(1);
• "Service" means Nevia, a cloud based service provided by Aiven, as further described on the Web Site, and which is provided as a "Preview" (as defined above) version only;
• "Subprocessor" shall have the meaning given to it in the DPA;
• "Web Site" means the Nevia web site, available at: https://nevia.cloud.