Terms of Service

Summary of Latest Changes

• Removed Section 2.1: Freemium Services. This offering is no longer available.
• Updated office address in Finland.
• Clarified pricing language in Section 2.2.1 to include Monthly Active Contracts (MAC) and Historical Deal Storage (HDS) as usage-based billing metrics.

Company Information

ZenTreasury Oy (Business ID: 2762104-2, Itämerenkatu 3, 00180 Helsinki, Finland), a limited liability company based in Finland,

or

ZenTreasury Technologies Ltd (Commercial License: CL7292, FinTech Hive, Level 1, Gate Avenue - South Zone, Dubai International Financial Centre, Dubai, United Arab Emirates), a private company based in the United Arab Emirates,

hereinafter the "Company"

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 visible in the Order Form, and at the Company's website from time to time at: /pricing. The Company has the right to change their pricing at their sole discretion, and the Company's current pricing is visible at the Company's website. 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 and on the Company's website.

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.

2.4 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.

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 in Finland 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.

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.

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 rights for the License in the scope stipulated by these Terms of Service. The Company declares that the use of Service by the Customer or persons stated in these Terms of Service hereof in compliance with these Terms of Service, does not constitute the violation of the rights of third persons and that the intellectual property of the Service is fully owned by the Company or licensed to it in order for the Company to be entitled to grant the above license to the Customer. The Company undertakes to regulate its contractual relations with persons co-operating with the Company and its employees so that these comply with these Terms of Service.

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 shall belong to the Customer or a third party, as applicable. ZenTreasury shall have the right to use the Customer's data solely for the purposes of providing the Service under this agreement. Any derivative works, enhancements, or outputs generated by ZenTreasury, including AI-based forecasts or analytics, shall remain the exclusive intellectual property of ZenTreasury.

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 implement and maintain appropriate technical and organizational measures in line with industry standards to protect the Service against unauthorized access, data breaches, and cyber threats. These measures may include, but are not limited to, data encryption, access controls, and regular vulnerability assessments.

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.

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 greater of (i) the amount paid, if any, by the Customer to the Company for the Service within the three (3) months preceding the date of bringing a claim, or (ii) the amount paid to the Company by the Company's insurance company for the relevant event.

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.

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, at no cost to the Customer and without undue delay, correct all errors within the Service reported by the Customer to the Company via the Company support portal or via email to [email protected]. 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 (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 an hourly rate visible at the Company's website at /pricing. 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.

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.

11. Term and Termination

11.1

These Terms of Service become effective when the Customer subscribes to either a 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.

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 does not comply with these Terms of Service;
• the Customer does not pay its overdue payments to the Company within 60 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, the Customer is responsible for collecting and saving any backup files or copies to their own systems. The Company may assist the Customer in the collection of these files for additional fees agreed upon separately.

11.8

If the Customer does not comply with the provisions set forth in these Terms of Service, the Company shall have the right, in its sole discretion, to terminate the Terms of Service between the Parties, with immediate effect by email or through the Service, and thereby deny such Customer's access to the Service.

11.9

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.

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.

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 agrees that any cause of action that the Customer may have arisen out of or related to these Terms of Service must commence within one (1) year after the cause of action accrues, or the Customer reasonably should have become aware of the breach of the agreement.

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

Sections 5, 6, 8 and 9 shall prevail and stay in force even after the termination of the Terms of Service.

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.

13. Governing Law and Disputes

13.1

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.

13.2

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