Terms of Service

Preamble

The Company provides treasury management system and leasing accounting software (hereinafter "Service") to their customer (hereinafter "Customer") according to the terms and conditions of these terms of service (hereinafter the "Terms of Service").

By using the Service, the Customer warrants having read and understood these Terms of Service, and the Customer accepts these Terms of Service as legally binding. If the Customer has not read, understood, or does not agree to these Terms of Service, the Customer cannot use the Service.

IMPORTANT NOTICE: IF YOU ARE USING YOUR EMPLOYER'S OR AN ENTITY'S EMAIL ADDRESS IN REGISTERING FOR THE ZENTREASURY SERVICES, PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE AND/OR AGENT OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE).

1. Delivery of the Service

1.1 Software-as-a-Service

1.1.1 The Service gives its users access to a cloud-based treasury management system and all other finance or treasury related applications, tools and platforms that the Customer has subscribed to in connection with these Terms of Service or that the Company otherwise makes available to the Customer, and are developed, operated, and maintained by the Company, accessible via a designated URL, and any ancillary products and services provided by the Company to the Customer.

1.1.2 The Service, unless otherwise separately agreed in writing between the Company and the Customer, is delivered to the Customer as Software-as-a-Service, or SaaS.

1.1.3 The Customer understands that the creation of an environment within the Service by the admin user limits user access to individuals with email addresses sharing the same domain as the admin user. This built-in feature ensures secure and organization-specific use of our services. To enable environment access for users with email domains different from the admin user, the Customer may opt for an upgraded subscription plan. Information on upgraded plans, offering expanded access capabilities and additional features, is available through our customer support and website.

1.2 Subscription and Order Form

1.2.1 The Customer acquires the right to use the Company's Service (hereinafter "Subscription") by signing an order form (hereinafter "Order Form") received from the Company. The Order Form contains details of the Subscription, including the deliverables of the Service and fees related to the Service.

1.2.2 Unless otherwise agreed, Subscriptions are in force 12 months at a time and renew automatically.

1.3 Private Cloud Service

1.3.1 Where the parties wish to have the Service database server delivered and implemented directly to the Customer on a private cloud (hereinafter "Private Cloud Service"), the parties will agree upon the details pertaining to the provision of the Private Cloud Service in a separate agreement (hereinafter "Private Cloud Service Agreement") that these Terms of Service will be an annex to.

2. Service Fees and Payment Terms

2.1 Beta Service

The Company may offer Customers certain features for the purpose of testing and evaluation called beta services (hereinafter "Beta Services"). The Company reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services, with or without notice to the Customer. The Customer agrees that the Company will not be liable to the Customer or to any third party for any harm related to, arising out of the Customer's use of the Beta Services, or caused by the modification, suspension or discontinuance of any of the Beta Services, for any reason.

2.2 Subscription Fee

2.2.1 The price for the Subscription (hereinafter "Subscription Fee") is stated in the Order Form. The Company has the right to change its pricing at its sole discretion. Unless otherwise agreed, the yearly price increase of Subscription Fees is 3%. The Company may define Subscription Fees based on usage metrics such as Monthly Active Contracts (MAC) and Historical Deal Storage (HDS), as described in the applicable Order Form. For an existing Subscription, the pricing in the Order Form prevails over website pricing; website pricing applies to new purchases, upgrades and add-ons not priced in the Order Form. The Company may apply a renewal price other than the default annual increase by notifying the Customer at least thirty (30) days before the start of the renewal period.

2.3 Payment Terms

2.3.1 Unless otherwise agreed upon by the Parties, the fees for the Service will be invoiced annually in advance, and the payment term is 14 days from the invoice date. If a Customer deems an invoice to be incorrect, inaccurate or otherwise lacking, the Customer must notify the Company within seven (7) days of the invoice date.

2.3.2 The Company reserves the right to change the Subscription Fee during the initial Subscription term or the renewal term in accordance with this Agreement and the Order Form. Such changes are possible if the Customer's use of the Service exceeds the pricing metrics and quantity set forth in the Order Form.

2.3.3 If the Customer updates their Subscription during their Subscription period, the Company shall invoice the Customer accordingly.

2.3.4 The Customer understands and agrees that they are not entitled to any refunds for the Subscription or the Service for any reason.

2.3.5 The Company may charge interest on overdue payments. 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.

2.3.6 The Customer must also pay reasonable reminder and collection charges in connection with overdue payments. In case of a dispute concerning an invoice, the undisputed part of the invoice must be paid by the due date. Additionally, any requests by the Customer to add PO numbers, company stamps, or make other modifications to an invoice after its issuance will incur a handling fee. These fees are intended to cover the administrative costs associated with processing such changes.

2.3.7 The Customer shall pay all fees in full without any set off, deduction or withholding. The Customer is responsible for all taxes, duties and financial penalties imposed on the Customer as a result of the Agreement, excluding taxes on the Company's income.

2.4 Private Cloud Service

2.4.1 The Company and the Customer will agree upon the pricing and payment terms of the Private Cloud Service in the Private Cloud Service Agreement.

3. Rights and Responsibilities of the Customer

3.1 The Customer has an obligation to deliver to the Company the information required in the Order Form for the granting of the right of use to the Service.

3.2 The Company may suspend the Customer's access to the Service partially or in full in the event that the Customer uses the Service in violation of applicable law, these Terms of Service or the Order Form. The Company has a similar right when the Customer has not paid their invoices in accordance with this Agreement. The Company will at its sole discretion determine the duration of the suspension. The suspension will be removed at the earliest when the Customer has ceased any violating activity and/or paid any and all outstanding invoices. The Company may also suspend access immediately where necessary to address a security threat, unauthorized access, or a risk to the Service or to other customers.

3.3 The Company may have data servers located within and outside of the EU. The Customer may be provided with a choice on the server location used in connection with the Service in the Order Form. If not explicitly otherwise mentioned, the servers are located within the European Union by default.

3.4 The Customer is solely responsible for the actions or inactions that the Customer's staff member undertakes while using the Service. The Customer guarantees that when its staff members use the Service, the staff members shall comply with the Customer's obligations under these Terms of Service.

3.5 In connection to the use of the Service, the Customer is solely responsible for the electronic devices, communication devices and other such devices and matters such as hardware condition, internet connection, antivirus, backup, and other similar matters. In order to be able to the use of the Service, the Customer must use a web browser that supports the Service and has Javascript enabled. The Company performs backups of the Service for service continuity purposes only. The Customer is responsible for retaining its own archival copies of data exported from the Service. Backups are maintained for disaster recovery and service continuity. Unless expressly agreed in the Order Form, the Company does not guarantee restoration of individual records, specific recovery points or Customer selected historical versions.

3.6 The Customer agrees to use the Service only for the purposes permitted by the Terms of Service and any applicable laws, regulations and generally accepted policies and guidelines in the relevant jurisdiction.

3.7 The Customer agrees not to take up any actions that disturb or in any other way hinder the Service or the Company's servers or networks.

3.8 The Service may contain links to third party websites. When the Customer visits third party websites, the Customer does so on its own responsibility and risk.

3.9 Any information provided by the Company or obtained by the Customer in accordance with these Terms of Service, may only be used by the Customer for the purpose described in these Terms of Service and may not be disclosed to any third party or used to create any software which is substantially similar to the software contained and/or used in connection with the Service.

3.10 The Customer is solely responsible for meeting all regulatory requirements imposed upon them, including but not limited to tax related matters.

3.11 The Customer shall not: use the Service for service bureau or timesharing purposes or otherwise for the benefit of third parties; share user credentials; perform or permit security testing of the Service without the Company's prior written consent; use scraping, robots or excessive automated means to access the Service; introduce malicious code; or use the Service to build or benchmark a competing product or service. The Company may monitor use of the Service and prohibit any use it reasonably believes violates these Terms of Service.

4. License

4.1

Subject to the terms and conditions of these Terms of Service, the Company grants to the Customer a worldwide, term based (time limited), royalty-free, non-exclusive, non-transferable, non-assignable and non-sub-licensable license ("License") to use the Service for its internal business purposes. The Customer may include third party consultants working on behalf and for the benefit of the Customer. Except as expressly set forth herein or unless otherwise stated in the Private Cloud Service Agreement, there are no other qualitative or quantitative restrictions of any type with respect to the Customer's use of the Service.

4.2

The License and the associated right to use the Service is granted to the Customer when the Company has received first payment of the Subscription Fee, and the License shall cease upon termination of these Terms of Service, regardless of the cause of termination.

4.3

The Customer shall have no rights to (commercially) exploit the Service or transfer their right to use the Service to third parties or to provide third parties access to the Service in any way, nor have any rights to sub-license, sell, lease or otherwise transfer the Service to third parties without prior written consent from the Company and without the third party agreeing in writing to the present Terms of Service.

4.4

The Customer shall not (itself or by any third party) disassemble, decompile, or reverse engineer the Service, or otherwise apply any procedure or process in order to ascertain, derive, and/or arrive at, for any reason or purpose, the source code or source listings for the Service or any algorithm, process, procedure, trade secret information, or other confidential information contained in the Service in whatever form or format, except as explicitly permitted by applicable law or in these Terms of Service.

4.5

The Company declares that it is authorized to conclude these Terms of Service and to grant the License in the scope stipulated by these Terms of Service. To the Company's knowledge, the use of the Service by the Customer in compliance with these Terms of Service does not infringe the rights of third parties, and the intellectual property of the Service is owned by the Company or licensed to it. Any claim relating to this Section is subject to the limitations and exclusions of Section 8.

5. Intellectual Property Rights

5.1

The Company owns and retains all proprietary rights in the Service and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Service contain the copyrighted material, trademarks, and other proprietary information of the Company and its licensors. The Customer agrees to not, in any possible situation, copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Service. The Customer agrees to not remove, obscure, or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.

5.2

If the Customer provides any communications or materials to the Company by email, telephone, or otherwise, suggesting or recommending changes to the Service, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, the Company is free to use such feedback irrespective of any other obligation or limitation between the parties governing such feedback. The Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in feedback, for any purpose whatsoever, although the Company is not required to use any of such feedback.

5.3

All intellectual property rights and title to the Customer's input data, and to Customer-specific reports and outputs generated for the Customer within the Service, belong to the Customer or a third party, as applicable. The Company may process the Customer's data to provide, secure, support, maintain and improve the Service, and may use aggregated or de-identified data that does not identify the Customer for analytics, benchmarking and product development. The Company does not use identifiable Customer data to train general-purpose AI models unless separately agreed in writing. The Service itself, including software, code, models, algorithms, methodologies, templates and all generic improvements and enhancements, remains the exclusive intellectual property of the Company. Customer ownership of reports and outputs does not transfer ownership of any embedded software, template, methodology, model, algorithm or generic functionality; the Customer receives the right to use such embedded elements as part of the relevant output.

6. Confidentiality

6.1

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 and may not use such material or information for any other purposes than those set forth in the Terms of Service. The confidentiality obligation shall, however, not be applied to any material or information:

(i) which is generally available or otherwise public;
(ii) which the party has received from a third party without any obligation of confidentiality;
(iii) which was in the possession of the party prior to receipt of the same from the other party without any obligation of confidentiality related thereto;
(iv) which the party has developed independently without using material or information received from the other party; or
(v) which the party shall disclose pursuant to a law, decree or other order issued by the authorities or judicial order.

6.2

The Parties undertake not to divulge any information about the contents of the Order Form or the provision of the Service. Neither Party shall present the other Party, the Service or the execution of the Service in a negative manner in public.

6.3

The Company shall maintain appropriate technical and organizational measures to protect the Service, as described in the DPA and the Company's applicable security documentation. Public website content concerning security is informational and does not create additional warranties. No security measure can guarantee that all unauthorised access, incidents or vulnerabilities will be prevented.

7. Data Protection

7.1

The Company's data processing activities are described in the Company's Privacy Policy, which can be found here: /privacy.

7.2

The parties' relationship regarding data processing activities is governed by a data processing agreement (hereinafter "DPA") which is an annex to these Terms of Service. Please note that since ZenTreasury Oy fulfills the technical provision of the Service, the DPA is concluded with ZenTreasury Oy even if the Agreement is concluded with ZenTreasury Technologies Ltd.

7.3

The Customer is responsible for the lawfulness of the personal data it processes in the Service, including providing any required notices, having a valid legal basis, and giving lawful instructions to the Company.

8. Limitation of Liability, Warranty

8.1

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO THE CUSTOMER OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, COVER, EXEMPLARY, INCIDENTAL, SPECIAL, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF GOODWILL, DAMAGES FOR LOSS, CORRUPTION OR BREACHES OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2

Notwithstanding anything to the contrary contained herein, the Company's aggregate liability to the Customer for any cause whatsoever, and regardless of the form of the action, shall at all times be limited to the amount paid, if any, by the Customer to the Company for the Service within the three (3) months immediately preceding the event giving rise to the claim. The existence or amount of any insurance coverage shall not increase the Company's liability. This cap applies in aggregate to all claims arising from the same or related events under the Agreement, including the DPA, and is not multiplied by the number of claims, legal grounds, affected users or Company affiliates. Nothing in these Terms of Service limits liability to the extent it cannot lawfully be limited or excluded.

8.3

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this section may not apply to the Customer.

8.4

The Service, material related to the Service, and any content, services, or features made available in conjunction with or through the Service are provided "as is" and "as available" without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, the Company and its affiliates disclaim all warranties, statutory, express, or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.

8.5

The Company and its affiliates do not warrant that the Service and any content, or features made available in conjunction with or through the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service and any content, data related to the Customer or its staff members, services, or features made available in conjunction with or through the Service or the server that makes them available are free of viruses or other harmful components.

8.6

The Company and its affiliates do not warrant or make any representations regarding the use or the results of the use of the Service, the Company platform, other Company services, any Company material or any linked sites, in terms of correctness, accuracy, reliability, or otherwise.

8.7

The Customer shall take reasonable steps to mitigate its losses. The Company is not liable to the extent a loss was caused or increased by the Customer's failure to follow the documentation, maintain reasonable controls, review outputs, retain exports or act on notices. The Service supports the Customer's financial contract management and accounting processes but does not constitute accounting, legal, tax or audit advice; the Customer remains responsible for reviewing inputs, assumptions, classifications and outputs, and for its own accounting treatment.

9. Indemnity

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; (ii) the Customer's violation of the Terms of Service; and (iii) the Customer's violation of any third-party right.

10. Service Level Agreement

10.1 Scope of the Service and Support Hours

10.1.1 The Company shall use commercially reasonable efforts to investigate reproducible errors within the Service reported by the Customer via the Company support portal (or by email to [email protected] if the portal is unavailable), and to provide a correction or a reasonable workaround in accordance with the applicable SLA targets. SLA targets are service objectives, not guaranteed resolution times. This obligation does not cover issues caused by the Customer's configuration, by third-party systems or integrations not provided by the Company, by Beta Services, by misuse of the Service, or by force majeure events. If the Company deems that a reported issue is not an error within the Service, the Customer will be billed for the time the Company has spent investigating it. Additional customer support, other consultancy (including, but not limited to, requests from Customer to provide information for auditing purposes, including additional requests to update PO numbers or stamps to the invoices) and small system enhancements work not set in the Order Form will be billed at the Company's then current hourly rate, stated in the Order Form or available on request. All inquiries are counted in intervals of 30 minutes and are confirmed for billing automatically in the next possible invoice. The minimum billing interval is always 1 hour. SLA target failures do not entitle the Customer to withhold payment.

10.1.2 The Company will provide technical support to the Customer via the support ticketing system on weekdays during the hours of 9:00 am through 5:00 pm Eastern European Summer Time (EEST) in the summer and Eastern European Time (EET) in the winter, with the exclusion of public holidays in Finland (hereinafter "Support Hours").

10.2 Customer Requirements

10.2.1 All Support requests (hereinafter "Ticket") must be entered in Company's support ticketing system that is integrated in the Service. If the Customer experience an issue within the Service, they are expected to communicate with the Company in a cordial manner while the Parties work together to figure out what the problem(s) might be.

10.3 Types of Support

10.3.1 Customer support type is specified in the Order Form or the Private Cloud Service Agreement.

10.4 Basic SLA

10.4.1 The basic Service Level Agreement (hereinafter "SLA") includes technical support to the Customer through the following functions:

Support portal with user guides
Ticketing system

10.5 Extended SLA

10.5.1 The extended SLA offers value for businesses demanding higher level of support. For peace of mind, choosing the Extended SLA is recommended. The extended SLA contains the following support functions:

Everything on basic SLA is included
Faster first response time target
Faster resolution response time target
Priority technical assistance for troubleshooting

10.6 Priority

10.6.1 The Customer initially gives an estimate priority level when submitting a Ticket. The Company can correct the estimate in case it deems the Ticket to be misclassified. See below table on how to classify the priority level of a Ticket based on Severity and Urgency.

Priority	Low	Medium	High	Urgent
Severity	No disruption to the Customer's work; workaround is available	Temporary disruption to the Client's work; workaround likely available	Disruption to critical process affecting individual users; no work around available	Disruption to critical business processes affecting several users; no workaround available
Urgency	Immediate resolution is not needed	Immediate resolution is not needed	Immediate resolution is needed	Immediate resolution is needed
SLA Targets for Basic support
90% First Response Time	Within 1-2 days	Within 1-2 days	Within 1 day	Within 1 day
80% Resolution Time	Within 1-2 weeks	Within 1-2 weeks	Within 1 week	Within 2-3 days
SLA Targets for Extended support
90% First Response Time	Within 1 day	Within 1 day	Within 12 hours	Within 6 hours
80% Resolution Time	Within 2-3 days	Within 2-3 days	Within 1-2 days	Within 1 day

11. Term and Termination

11.1

These Terms of Service become effective when the Customer subscribes to either a Trial Period (a free trial period offered by the Company, hereinafter "Trial Period") or a Subscription. They remain in force as long as the Customer is using the Service or is subscribed to either a Trial Period or a Subscription.

11.2

The Trial Period concludes automatically. If the Customer does not transition to a Subscription following the Trial Period, these Terms of Service will terminate immediately and automatically. The Company may delete trial environments and the data in them thirty (30) days after the Trial Period ends, unless the Customer has transitioned to a Subscription.

11.3

If the Customer has subscribed to a Subscription, it will automatically renew for an additional 12 months unless the Customer requests termination of the Subscription at least three (3) months before the end of the current Subscription period. Upon successful termination of the Subscription, these Terms of Service will also terminate immediately. Conversely, if the Customer does not terminate the Subscription, both the Subscription and these Terms of Service will remain in effect.

11.4

The Company may terminate these Terms of Service with immediate effect (in part or in full) if:

the Customer materially breaches these Terms of Service and, where the breach is remediable, does not remedy it within fourteen (14) days of the Company's written notice;
the Customer commits a serious security violation, uses the Service unlawfully, or intentionally infringes the Company's intellectual property rights;
the Customer does not pay its overdue payments to the Company within thirty (30) days after having received a written request from the Company to do so; or
the Customer goes bankrupt or ceases its operation.

11.5

When the Company has a right to terminate these Terms of Service, the Company is also entitled to terminate all other agreements with the Customer concerning any products and services purchased by the Customer from the Company at the same time. As a consequence of the termination, the Customer's right to use the Service is immediately discontinued.

11.6

When these Terms of Service are terminated, the Customer:

is not entitled to compensation for any made advance payments; and
or the trustee in bankruptcy carrying on the Customer's operation, shall remove all software copies and/or access to the Service from its devices.

11.7

Upon termination, data export, retrieval and deletion of the Customer's data are governed by Section 13 (Switching and Data Portability).

11.8

Upon the termination of these Terms of Service, the Company shall revoke the Subscription granted to the Customer.

12. Miscellaneous

12.1

Neither the Company nor the Customer shall be responsible for delays or damages caused by events beyond their reasonable control and which could not have been reasonably foreseen, avoided, or overcome at the time of signing the Terms of Service (force majeure). Force majeure events include, unless otherwise demonstrated, events such as war or rebellion, epidemics and pandemics, earthquake, flood or comparable natural disaster, public transport, data traffic or power distribution interruptions, import or export bans, strikes, lockouts, boycotts, or similar labour struggle actions. Strikes, lockouts, boycotts, or comparable labour struggle events, unless otherwise demonstrated, are considered force majeure events even if either party is the target of or party to such actions. Force majeure events affecting the Company's subcontractors are also considered force majeure events, if the contracted transaction cannot be made or acquired elsewhere without unreasonable costs or substantial delays. The party experiencing the force majeure event must notify the other party without delay and of the event's conclusion. A force majeure event does not relieve the Customer from paying fees accrued before or during the event.

12.2

The Customer does not have the permission to surrender, transfer or sublicense these Terms of Service unless the Customer obtains prior written consent from the Company. The Company has a unilateral right to assign, transfer or delegate any or all of its rights and obligations under the Terms of Service.

12.3

The Company has a unilateral right to change these Terms of Service. Any changes made will become effective at the start of the Customer's next Subscription period. The Customer does not have the right to change these Terms of Service. However, changes that are required by law or regulation, that are necessary for security reasons, or that do not materially reduce the Customer's rights, become effective upon publication with reasonable notice.

12.4

The Customer agrees that if the Company does not exercise or enforce any legal rights under the Terms of Service (e.g., the right to compensation), it does not imply that the Company formally waives its rights, nevertheless the Company still has the right to exercise its rights.

12.5

The Customer must present any claim under these Terms of Service to the Company in writing without undue delay, and at the latest within six (6) months after the Customer became aware, or should reasonably have become aware, of the grounds for the claim. Any cause of action must in any case commence within one (1) year after the cause of action accrues. This Section does not apply to the Company's claims for payment of fees. A claim notice must state the provision relied on, the relevant facts and, where known, the claimed amount.

12.6

If, by a court decision, any provision of these Terms of Service is declared invalid or void, then only that invalid or void provision shall be removed from the Terms of Service, in which case the Terms of Service shall continue to be valid.

12.7

Accrued payment obligations and Sections 5, 6, 7, 8, 9, 11.6, 11.7, 12, 13.6 and 14 shall survive termination of these Terms of Service, together with any provision that by its nature is intended to survive.

12.8

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.

12.9

Illustrations on the Company's websites may be created with generative AI tools. They are stylized graphics and are not intended to depict real persons, places or events.

12.10

These Terms of Service, the Order Form, the DPA, the Private Cloud Service Agreement (where concluded) and their annexes together form the entire agreement between the Parties (the "Agreement") and supersede all prior written and oral agreements and communications relating to its subject matter. In case of a direct conflict, the order of precedence is: (1) the Order Form or another signed agreement between the Parties, (2) the DPA as regards personal data, (3) the Private Cloud Service Agreement, (4) these Terms of Service. A document prevails over a lower ranked document only to the extent of the conflict. Policies and website content do not form part of the Agreement unless expressly incorporated by reference in the Order Form or another signed agreement. Any terms contained in a purchase order, procurement portal or other Customer document are rejected and have no effect unless expressly accepted in writing by an authorised representative of the Company.

12.11

All notices under the Agreement shall be given in writing by email to the addresses stated in the Order Form or in these Terms of Service, and are deemed received on the next business day after transmission, unless the sender receives an automated delivery failure notification. In case of any discrepancy between translated versions of the Agreement, the English language version prevails. No agency, partnership, joint venture or employment relationship is created by the Agreement, and neither Party has authority to bind the other.

12.12

The version of these Terms of Service applicable to the Customer is the version in force when the Customer's current Subscription period commenced, subject to Section 12.3. A later published version does not apply retrospectively. Published versions are archived and available on request.

13. Switching and Data Portability (EU Data Act)

13.1

This Section implements Regulation (EU) 2023/2854 (the Data Act) for the Service as a data processing service. This Section applies only to Customers established in the European Union, or in a state of the European Economic Area in which the Data Act applies, and only to the extent that the Data Act mandatorily so requires. For all other Customers this Section grants no rights or remedies, and the other provisions of these Terms of Service apply unchanged. For Customers within the scope of this Section, this Section prevails over any conflicting provision of these Terms of Service. This Section does not apply to Beta Services or to trial or evaluation use of a non-production version of the Service. The application of this Section to a Customer does not incorporate any other amendment of these Terms of Service into that Customer's Agreement; mandatory statutory rights apply independently of the version of these Terms of Service otherwise governing the Customer.

13.2 Right to switch

The Customer may at any time, by written notice to the Company with a notice period of no more than two (2) months, elect to (a) switch to a different provider of a data processing service, (b) move to its own on-premises infrastructure, (c) port the Customer's data to another third-party environment, or (d) terminate the Subscription and request erasure of the Customer's data. This right applies independently of the Subscription term. Fees agreed for a committed Subscription period that are payable under these Terms of Service remain payable. Termination or switching under this Section does not shorten any committed Subscription period and does not reduce the fees payable for it. It ends the Customer's use of the Service and triggers the export, retrieval and deletion process described in this Section.

13.3 Transition

After the notice period, the Company completes the switching process within thirty (30) days. Where this is technically unfeasible, the Company may extend this period once by the time necessary, and in any case by no more than seven (7) months, and shall notify the Customer of the extension and its justification within fourteen (14) working days of the switching request. At the Customer's request, the Company will apply a longer transition period requested by the Customer.

13.4 Continuity

The Company maintains the Service during the notice and transition periods in accordance with these Terms of Service.

13.5 Data export

On request, the Company provides an export of the Customer's exportable data, meaning the input and output data generated or co-generated by the Customer's use of the Service, including relevant metadata (hereinafter "Exportable Data"), in a structured, commonly used and machine readable format (such as CSV). Exportable Data does not include the Company's intellectual property, trade secrets, security related information, or data protected by rights of third parties, provided these exclusions do not prevent an effective switch. The export needed for switching does not require a separate API subscription or additional software licence. Exportable data categories, available formats and the switching process are described at /legal/data-portability.

13.6 Retrieval and deletion

The Customer has at least thirty (30) days from completion of the switching process, or from termination, to retrieve the exported data. After this retrieval period the Company deletes the Customer's remaining data, except where retention is required by applicable law, and except for copies in routine backup systems, which are deleted in the ordinary course of the Company's backup retention cycles. Unless the Customer reports a material defect in the export within the retrieval period, the export is deemed received and technically accessible. This does not limit mandatory statutory rights.

13.7 Charges

From 12 January 2027 the Company imposes no charges for switching. Until that date, any switching charges will not exceed the costs the Company directly incurs from the switching concerned. Standard fees for use of the Service during the notice and transition periods remain payable.

13.8 Assistance

The Company provides reasonable assistance and information necessary for an effective switch and acts in good faith with the Customer and, where relevant, with the new provider. The Customer shall provide the information reasonably necessary for the switch, including details of the destination provider or environment, and shall cooperate in good faith. Reasonable assistance does not include bespoke development, data cleansing, transformation into a non-standard Customer selected format, or implementation services in the destination environment, which may be separately agreed and charged. The Company may request the information reasonably necessary to authenticate and execute a switching request, and the Customer is responsible for delays caused by incomplete or inaccurate information it supplies.

14. Governing Law and Disputes

14.1

These Terms of Service and the legal relationship between the Customer and the Company shall be governed by and construed and interpreted in accordance with the laws of Finland without regard to its principles and rules on conflict of laws.

14.2

Any dispute, arising out of or relating to the Terms of Service 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 and Swedish, to the extent the arbitral tribunal deems it appropriate.

Contact Information

Support Email: [email protected]

Helsinki Office
Itämerenkatu 3, 00180 Helsinki, Finland

Dubai Office
Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates

Company Information