TERMS OF SERVICE
Last Modified: November 19, 2018
Please read these Terms of Service carefully because they are a binding agreement between you (hereinafter "Customer" or "you") and ZenTreasury Oy (business ID 2762104-2). By signing the SaaS Services Agreement, you are agreeing to these Terms of Service. We periodically update these terms. If you have an active ZenTreasury subscription, we will let you know of the changes via an email or in-app notification. You can find archived versions of the terms found at https://www.zentreasury.com/legal/archive.
"Company", "we" or "us" means ZenTreasury Oy, Business ID 2762104-2, Otakaari 5, 02150 Espoo.
"Data Processing Agreement" means the Company’s data processing agreement found at https://www.zentreasury.com/data-processing-agreement.
"Initial Subscription Term" means first term in which the Customer uses the Service. The Initial Subscription Term begins on the signature day of the SaaS Services Agreement and lasts for twelve (12) months.
"Party" or "Parties" means the Company or the Customer, or them both.
"SaaS Services Agreement" means the SaaS Services Agreement concluded between the Parties in a paper or an electronic form.
"Service" means the Company’s cloud-based treasury management system and any other finance or treasury related applications, tools and platforms that you have subscribed to by the SaaS Services Agreement or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via a designated URL, and any ancillary products and Services that we provide to you.
"Service Level Terms" are set in the Annex of these Terms of Service.
"Terms of Service" means these Terms of Service, found also at https://www.zentreasury.com/terms-of-service.
1. SAAS SERVICES AND SUPPORT
1.1. The Company grants the Customer a limited, non-exclusive, worldwide, non-transferable right to access and use, through the agreed access methods, the Service for its internal business purposes, in accordance with the terms of the Agreement.
1.2. The use of the Service is contingent on the payment of fees (hereinafter "Fees") in accordance with the SaaS Services Agreement.
1.3. The Company will use commercially reasonable efforts to provide the Customer the Service in accordance with the Agreement and the Service Level Terms attached hereto as the Annex.
1.4. Subject to the terms hereof, the Company will provide the Customer with reasonable technical support services in accordance with the terms set forth in the SaaS Services Agreement.
2. PAYMENT OF FEES
2.1. The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Subscription Term or then current renewal term, upon thirty (30) days prior notice to the Customer (which may be sent by e-mail).
2.2. The Company also reserves the right to change the Fees during the Initial Subscription Term or the renewal term in accordance with the SaaS Services Agreement. Such changes are possible if the Customer’s use of the Service exceeds the Pricing Metrics and Quantity set forth in the SaaS Service Agreement.
2.3. Unless otherwise agreed, the Fees will be invoiced in four (4) parts, in the beginning of each calendar quarter. Unless otherwise agreed, the initial invoice will be invoiced immediately following the concluding of the Agreement. Effective legislative taxes and payments will be added to the Fees presented in the Agreement. The Customer must pay the Fees electronically in cleared funds without any set off or deduction. The Customer shall pay for all unexpected taxes and financial penalties that are imposed on the Customer as a result of the Agreement.
2.4. Payment term for all invoices shall be fourteen (14) days from the invoice date. Complaints concerning the invoice must be submitted in writing to the Company within seven (7) days of the invoice date.
2.5. The Company may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate in accordance with the Finnish Interest Rates Act.
2.6. The Customer will pay in full for the Service up to and including the last day on which the Service is provided.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1. The Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, know-how or algorithms relevant to the Service or any software, documentation or data related to the Service (hereinafter "Software"); modify, translate, or create derivative works based on the Service or any Software (except to the extent expressly permitted by the Company or authorized within the Service); use the Service or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.
3.2. The Customer agrees not to, and shall not permit any third-party to: (i) sublicense, redistribute, sell, lease, lend or rent the Service; (ii) copy (except for back-up purposes), modify, adapt, alter, improve or create derivative works of the Software or any part thereof; (iii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Software; (iv) use any communications systems provided by the Service to send unauthorized and/or unsolicited commercial communications; (v) use the Company’s name, logo or trademarks in any other context except for using the Service without the Company’s prior written consent; (vi) use the Service to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible or inappropriate purpose, or in any manner that breaches the Agreement; and/or engage in any activity that interferes with or disrupts the Service.
3.3. The Customer represents, covenants, and warrants that the Customer will use the Service only in compliance with the Agreement then in effect and all applicable laws and regulations. Although the Company has no obligation to monitor the Customer’s use of the Service, the Company may do so and may prohibit any use of the Service it believes may be (or alleged to be) in violation of the foregoing.
3.4. The Customer shall be responsible for obtaining and maintaining, at its cost, any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (hereinafter collectively, "Equipment"). The Customer shall also be responsible for maintaining the security of the Equipment, the Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment with or without the Customer’s knowledge or consent.
4. CONFIDENTIALITY; PROPRIETARY RIGHTS
4.1. Each Party (the "Receiving Party") understands that the other Party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of the Company includes non-public information regarding features, functionality, performance and other such aspects of the Service. Proprietary Information of the Customer includes non-public data provided by the Customer to the Company to enable the provision of the Service ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use it for other purposes than in performance of the Receiving Party’s obligations hereunder or as otherwise permitted herein (except by the Company: to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
4.2. The Customer shall own all right, title and interest in and to the Customer Data. The Company shall own and retain all right, title and interest in and to (a) the Service and Software, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Service, all improvements, enhancements or modifications thereto, not however including any personal data that the Company cannot own under valid data protection legislation, (b) any software, applications, inventions or other technology developed in connection with the Service, and (c) all intellectual property rights related to any of the foregoing.
4.3. Notwithstanding anything to the contrary, the Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including information concerning Customer Data and data derived therefrom, where such processing is legal), and the Company will be free (during and for a reasonable time after the term hereof) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings, and (ii) disclose such data solely in aggregate or other de- identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4.4. The Customer agrees, to (i) allow the Company to use the Customer’s name and logo on the Company’s website, in the Company’s social media posts and in the Company’s marketing materials; and (ii) allow the Company to reference the Customer in a press release that announces the Customer’s decision to use the Company’s Service, and the Customer otherwise agrees to reasonably cooperate with the Company to serve as a reference account upon request.
4.5. Unless otherwise agreed in writing, the Company shall not be responsible for making back-up copies of the Customer Data that is in the Service.
5. INTERNATIONAL STORAGE OF DATA
5.1. The Customer agrees that the Company may store Customer Data (including any personal data) in secure servers outside of the EU or EEA and may access that Customer Data (including any personal data) from time to time in accordance with the Data Processing Agreement.
6. PERSONAL DATA
6.1. The Parties shall comply with the applicable data protection legislation in connection with processing of personal data.
6.2. The Data Processing Agreement contains detailed information about the processing of personal data relating to the Agreement.
7. WARRANTY AND DISCLAIMER
7.1. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner which minimizes errors and interruptions in the Service. The Service may be temporarily unavailable for scheduled maintenance in accordance with the Company’s standard practice or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER: (i) THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE; (ii) THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR-FREE, THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL CODE OR THAT THE COMPANY WILL CORRECT ANY ERRORS IN THE SERVICE; (iii) THE CUSTOMER AGREES THAT THE COMPANY WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO THE CUSTOMER OR ANY THIRD-PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS; AND (iv) APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO TO THAT EXTENT SUCH EXCLUSIONS MAY NOT APPLY.
8. LIMITATION OF LIABILITY
8.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR DAMAGES CAUSED BY GROSS NEGLIGENCE OR WILFUL MISCONDUCT OR BODILY INJURY OF A PERSON, THE COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE AGREEMENT OR TERMS OF SERVICE RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND THE COMPANY’S REASONABLE CONTROL, IN EACH CASE, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. THE MAXIMUM LIABILITY FOR DAMAGES OF THE COMPANY TOWARDS THE CUSTOMER BASED ON THE AGREEMENT SHALL NOT EXCEED IN AGGREGATE THE FEES PAID BY THE CUSTOMER TO THE COMPANY FOR THE SERVICE UNDER THE AGREEMENT DURING A 6 MONTHS PERIOD PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
8.3. All claims based on the Agreement shall be presented to the other Party in writing no later than three (3) months after the Party becomes aware of the grounds for its claim.
9.1. The Customer agrees to defend, indemnify and hold harmless the Company and the Company’s affiliates, and the Company’s respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) the Customer’s use of, or inability to use, the Service, including but not limited to Customer Data; (ii) the Customer’s violation of the Agreement; and (iii) the Customer’s violation of any third-party right, including without limitation any Proprietary Right or privacy right.
10. TERM AND TERMINATION
10.1. The Initial Subscription Term begins on the signature day of the SaaS Services Agreement and lasts for twelve (12) months.
10.2. After the Initial Subscription Term, the term of the Agreement shall be automatically renewed for an additional period of twelve (12) months (hereinafter collectively, the "Term"), unless either Party requests termination at least three (3) months prior to the end of the then-current term.
10.3. If the Customer objects to any term or condition of the Agreement or any subsequent modifications thereto, or becomes dissatisfied with the Service in any way, the Customer’s only recourse is to immediately discontinue the use of the Service.
10.4. A Party shall have the right to terminate the Agreement upon written notice to the other Party if such other Party is declared bankrupt, is put into liquidation, or it otherwise ceases with its payments, or if the other Party commits a material breach of the Terms of Service of the Agreement and fails to remedy such breach within thirty (30) days from receipt of the written notice of the breach.
10.5. Upon termination of the Agreement, the Customer shall cease all use of the Service. Sections 4 (Confidentiality, Proprietary Rights), 6 (Personal Data), 7 (Warranty and Disclaimers), 8 (Limitation of Liability), 9 (Indemnity), 11 (Miscellaneous), 12 (Governing Law and Disputes) and the Data Processing Agreement’s Sections 9, 10 and 11 shall survive termination of the Agreement.
11.1. In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English language version shall prevail.
11.2. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.
11.3. The Agreement is not assignable, transferable or sublicensable by the Customer except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under the Agreement without the consent of the Customer.
11.4. The Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in writing signed by both Parties, except as otherwise provided herein.
11.5. No agency, partnership, joint venture, or employment is created as a result of the Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever.
11.6. All notices under the Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e- mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
11.7. The Customer agrees that if the Company does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which the Company has the benefit of under any applicable law), this will not be taken to be a formal waiver of the Company’s rights and that those rights or remedies will still be available to the Company.
11.8. In case any conflicts or inconsistencies between these Terms of Service and the SaaS Services Agreement appear, the SaaS Services Agreement shall have the precedence.
12. GOVERNING LAW AND DISPUTES
12.1. The Agreement, including this arbitration clause, and any dispute, claim or controversy arising out of or relating to the Agreement, or the breach, termination or validity thereof, are governed by the laws of Finland without regard to its principles and rules on conflict of laws.
12.2. Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof, apart from those relating to the Data Processing Agreement, 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. However, evidence may be submitted, and witnesses may be heard in Finnish, to the extent the arbitral tribunal deems it appropriate.
Service Level Terms
The Service’s customer service (hereinafter "Customer Service") shall be available during normal business hours (9am to 5pm) in Finland, excluding holidays and weekends and scheduled maintenance. If the Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond the Company’s control will also be excluded from any such calculation. The Customer's sole and exclusive remedy, and Company's entire liability, in connection with the Customer Service availability shall be that for each period of downtime lasting longer than one (1) hour, the Company will credit the Customer one (1) additional day of Service; provided that no more than one (1) such credit will accrue per day. Downtime shall begin to accrue as soon as the Customer (with notice to Company) recognizes that downtime is taking place and continues until the availability of the Service is restored. In order to receive downtime credit, the Customer must notify the Company in writing within seven (7) days from the time of downtime. Failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for 20 additional days of Service in any one (1) calendar month in any event. The Company will apply the credit at the end of the current Term. Further, the Company will not grant a credit for any period in which the Customer received any Service free of charge. The Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of the Company to provide adequate service levels under the Agreement.