Terms of Service

The ZenTreasury Services are offered to Client subject to its acceptance, without modification, of these Terms of Service and any future modifications thereof, and procedures that may be published from time to time or made available to Client on or through the ZenTreasury Services. When the ZenTreasury Services are used by a Client, these Terms form a legally binding contract between Client and ZenTreasury. If you are entering into these Terms on behalf of an entity, such as your employer, or the company you work for, you represent and warrant that you have the legal authority to represent and bind such Client, in which case the Terms "you,” "your”, "customer” or a related capitalized term herein will refer to such Client.

IF YOU ARE USING YOUR EMPLOYER 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).

If you register for a Free Trial of the Platform, the applicable provisions of the Terms will govern that Free Trial.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE ZENTREASURY SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE ZENTREASURY SERVICES.

ZenTreasury reserves the right, at its sole discretion, to change, modify, add, or remove any portions of these terms from time to time. Notification of such modifications may be posted on or through the Platform or the ZenTreasury Services. Client’s continued use of the ZenTreasury Services constitutes its acceptance of these terms and any modifications as they arise.

DEFINITIONS

"Agreement" or "Terms" means the agreement, which consists of these Terms of Service, the SaaS Services Agreement, the Data Processing Agreement and the Privacy Policy, entered into by and between the Company and the Customer.

"Beta Service” means any functionality of ZenTreasury Services that is in development or has not been commercially released as a final product and which ZenTreasury has made available to Client for testing and evaluation.

"Client”, "Customer" or "you" means a natural or legal person or entity who has accepted these Terms with ZenTreasury by using the ZenTreasury Services.

"Content” means any data and information available through ZenTreasury Services or contained within the structure of the ZenTreasury Services, including but not limited to, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments.

"Data Processing Agreement" means the Company’s data processing agreement found at https://www.zentreasury.com/data-processing-agreement.

"Feature” means a function or set of functions providing a particular capability within the ZenTreasury Services as determined by the ZenTreasury and as further governed by any applicable Supplemental Terms.

"Free Trial” means temporary access for the purposes of trying out any part of the ZenTreasury Services or Features in accordance with any selected Plan without paying a Fee.

"Master Terms” means these core legal and commercial terms that apply to Client’s use of ZenTreasury Services.

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.

"Party" or "Parties" means the Company or the Customer, or them both.

"Platform” means the ZenTreasury customer relationship management application, including any associated Features.

"Privacy Policy" means the Company’s privacy policy found at https://www.zentreasury.com/privacy-policy.

"SaaS Services Agreement" means the SaaS Services Agreement concluded between the Parties in a paper or an electronic form.

Service Level Terms

"Terms of Service" means these Terms of Service, found also at https://www.zentreasury.com/terms-of-service.

"ZenTreasury, "Company", "we" or "us" means” means, as the context requires, ZenTreasury Oy or ZenTreasury Technologies Ltd.

"ZenTreasury Materials” means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, "look and feel”, organization, compilation of the Content, code, data, and all other elements of the ZenTreasury Services.

"ZenTreasury Services” or "Service" means the Web Site, Content, ZenTreasury Materials, Platform and all other content, services and/or products, and Features, available on or through the Platform.

"Web Site” means the compilation of all web documents (including images, php and html files) made available via www.zentreasury.com, its subdomains or domains with identical names under other top domains, and owned by ZenTreasury.

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.

1.5 Free Trial

A new Client may be entitled to a Free Trial. Upon expiration of the Free Trial period, the Account will be automatically deactivated. In order to prevent deactivation, or to reactivate the Account, Client is required to pay the first payment interval Fee. If the Client does not pay the first payment interval Fee within 2 weeks of the expiry of the Free Trial period, ZenTreasury has the right to permanently delete the Account, including all Client Data therein. In addition to the current collection of Plans, ZenTreasury may offer special discounts and promotions, from time to time, at the ZenTreasury’s sole discretion which may be subject to additional terms and conditions.

1.6 Beta Services

ZenTreasury may offer Clients certain Features for the purpose of testing and evaluation called Beta Services. ZenTreasury 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 Client. The Client agrees that the ZenTreasury will not be liable to the Client or to any third party for any harm related to, arising out of the Client's use of the Beta Services, or caused by the modification, suspension or discontinuance of any of the Beta Services, for any reason.

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 annually. 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.

2.7. Unless otherwise agreed, the yearly price increase of the Monthly Services Fee is 3%.

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. 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, 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. MISCELLANEOUS

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.

12.3 ZenTreasury Contracting Entity

The ZenTreasury entity with whom Client is contracting under these Terms depends on the domicile of the Client unless otherwise agreed by the Parties. ZenTreasury determines the domicile of the Client based on the country indicated in the billing address of the Client. For Free Trials, ZenTreasury determines the domicile of the Client based on the location indicated in the IP-address of the Client. By accepting these Terms or using the ZenTreasury Services, the Client is contracting with the ZenTreasury entity listed opposite such Client’s domicile in the following table:

ANNEX

Service Level Terms

The Company shall, at no cost to the Customer and without undue delay, correct all errors within the Service reported by the Customer to the Company. If the Company deems that the error is not an error within the Service, then the Customer will be billed for the time Company has spent on investigating the cause of the error. Additional customer support, other consultancy and small system enhancements work not set in the SaaS Service Agreement will be billed at a fee of 200 EUR/hour. All inquiries are counted in intervals of 30 minutes and are confirmed for billing automatically in the next invoice. The minimum billing interval is always 1 hour.

Company will provide Technical Support to 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 ("Support Hours”).

Customer Requirements

All Support requests 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.

Types of Support

Customer support type is specified in the SaaS Service Agreement.

Basic SLA

Our Basic Service Level Agreement (SLA) includes Technical Support to Customer via support ticketing system.

• Support portal with user guides
• Ticketing system

Extended SLA

Extended SLAs offer value for businesses demanding higher level of support, for greater peace of mind choose the Extended SLA

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

Priority

Is initially set by the Customer for the issue when submitting the issue through the ticketing system. Company can correct the Priority in case it deems the item to be misclassified. See below table on how to classify the Priority level based on Severity and Urgency.