Terms of Service

2.1 Subject to due payment of the applicable Service Fees as well as compliance with the terms of the Agreement, DataFigured grants to Customer and any Customer's Users a limited, non-exclusive, non-transferable, and non-sublicensable right to use the Services during the term of this Agreement for the purposes of Customer's internal business operations as set out herein.

3.1 The Service Fees are set out in the Purchase Order and its Appendices and they shall apply to Customer's use, access to and order of the Services.

3.2 Any Free Version is provided free of charge.

3.3 Unless otherwise indicated, all prices are exclusive of VAT and any other applicable taxes or fees/payment charges imposed by public authorities or financial institutions from time to time. Such taxes and fees shall be added to the prices and be borne by the Customer.

3.4 Payment of the Service Fees shall be made in advance. Payment shall be made against an invoice issued by DataFigured to Customer.

3.5 Any notices by Customer relating to invoices or payments hereunder shall be given in writing to DataFigured within 7 days from the date of receipt of the relevant invoice or payment.

3.6 Interest on overdue payments shall accrue according to the Finnish Interest Act. The Customer shall be responsible for the reasonable costs incurred by DataFigured when collecting overdue fees.

3.7 Without prejudice to its other rights, DataFigured may temporarily disable the Customer's access to the Services or terminate the Agreement with immediate effect in the event the Customer has overdue payments in excess of 30 days.

3.8 DataFigured is entitled to adjust the Service Fees by providing the Customer with a prior notice of at least thirty (30) days. In case the Customer disagrees with such adjustments, the Customer is entitled to terminate this Agreement by providing DataFigured with a notice thereof prior to the effective date of such adjustment of the Service Fees.

3.9 All Service Fees and payments made to DataFigured under this Agreement are non-refundable. For clarity, in the event of early termination of the Agreement, the Customer shall not be entitled to a refund of any prepaid fees.

3.10 Service fees will be fixed 24 months from signing this contract, for the features described in appendices. However, if the cumulative change in Finland's Consumer Price Index (kuluttajahintaindeksi), as published by Statistics Finland, exceeds 5% during this period, DataFigured may adjust fees proportionally with thirty (30) days' prior notice. Additional features and any other significant change will be priced with new separate, individual contract.

4.1 DataFigured will make reasonable efforts to keep the Services operational. DataFigured shall have the right to suspend the availability of the Services due to installation, change or maintenance work or due to severe data security risk to the Services or if required by law or public authorities. If DataFigured suspends the Services for this reason, it shall inform the Customer of the suspension and the duration of the estimated suspension in advance or, if this is not reasonably possible, without undue delay after DataFigured has become aware of such occurrence.

4.2 DataFigured shall have the right to deny the Customer's or a User's access to the Services without any prior notice to the Customer, if DataFigured suspects that the Customer breaches the Agreement or burdens or uses the Services in a manner which may jeopardise the availability of the Services to other users. DataFigured shall without undue delay inform the Customer of the reasons for such denial.

4.3 The Customer acknowledges that interruptions to the availability of the Services may also occur due to no fault of DataFigured, for example, in the event of data connection disruptions or interruptions to the availability of systems or components delivered by third parties.

4.4 Customer shall understand, agree, and accept that DataFigured has no obligation to maintain, support, upgrade, or update the Services, or to provide any specific content through the Services.

4.5 Except as specifically provided under this Agreement, the Services is provided "as is" and with the functionalities available at each time without warranty of any kind, either express or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose.

4.6 DataFigured will initially repair all critical problems causing service downtime within 24 hours from report. In case downtime exceeds 24 hours, or multiple shorter downtimes occur frequently, this downtime will be deducted from the next invoicing period. This concerns only DataFigured's internal downtime causes, and a case of e.g. global Cloudflare's (or similar service provider's) downtime does not account, unless we can directly do something about it.

5.1 Certain features of the Services may be provided free of charge as part of a Free Version. Customer agrees and acknowledges that all features of the Services will not be available in the Free Version.

5.2 DataFigured reserves the right, in its sole discretion, to determine Customer's eligibility for a Free Version and to withdraw or modify a Free Version at any time without prior notice and with no liability.

5.3 The Free Version is always provided on an "as is" basis and DataFigured shall have no liability for any direct or indirect damages resulting from Customer's or User's use of the Free Version.

6.1 The Customer may use the Services only and strictly in accordance with the terms of this Agreement.

6.2 Unless otherwise permitted in this Agreement, the Customer may not:

• (i) make changes to the Services;
• (ii) circumvent or attempt to circumvent any usage control or anti-copy features of the Services;
• (iii) probe, scan or test the vulnerability of the Services;
• (iv) use the Services and the content available through the Services in any manner that could damage, disable, overburden or impair the Services;
• (v) use any data mining, robots, scraping, or similar data gathering or extraction methods;
• (vi) use, copy, sell, resell, rent, transfer, license or otherwise provide anybody with the Services and/or the content of the Services available through the Services, except as provided herein;
• (vii) interfere with other users' use of the Services;
• (viii) reverse engineer or decompile the Services or access the source code thereof, except as permitted by law;
• (ix) use the Services for transmitting any unauthorised advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, or any other form of solicitation or mass messaging;
• (x) use the Services in violation of applicable law;
• (xi) use the Services in ways that violate Intellectual Property Rights or privacy of third parties or users; and/or
• (xii) use the Services to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment.

7.1 DataFigured may make modifications or changes to the Services at any time at its sole discretion and without notifying the Customer thereof, provided that such changes do not materially affect the Customer's use of the Services. If DataFigured introduces changes materially affecting the Services, DataFigured will notify the Customer thereof in advance and if the Customer does not accept such material change made by DataFigured, the Customer has the right to terminate the Agreement by notifying DataFigured thereof prior to the effective date of such change.

7.2 DataFigured reserves the right, at its sole discretion, to modify and change any Free Versions at any time without prior notice and with no liability.

8.1 The Customer acknowledges that the data and other information provided in or generated through the Services may originate from third-party sources and DataFigured shall have no liability for the accuracy or completeness of such information.

8.2 This Agreement covers exclusively the Services and the use thereof and any and all third-party services and platforms included or linked to the Services are provided by the relevant third parties and covered by their terms of service or other agreement or licenses. DataFigured does not assume any liability regarding use of such third-party services and platforms.

9.1 The Customer is responsible for acquiring and maintaining any and all network connections, hardware and software required for using the Services and is liable for maintaining any firewall and any data security and virus protection systems (including any costs thereof) and for ensuring that the Services fulfil Customer's intended purpose of use.

9.2 The individual accepting this Agreement represents and warrants that such individual has the full legal authority to enter into this Agreement, under all applicable laws, on behalf of the Customer in its capacity as an employee or representative of Customer.

9.3 The Customer shall ensure that all information necessary for the provision of the Services, where applicable, are correct and undertakes to update such information as soon as possible in case such information has changed. Such information required for the provision of the Services shall be provided by Customer to DataFigured in a timely manner. Further, the Customer shall ensure that all details provided regarding the Customer's contact information and billing information, if applicable, are correct and up to date.

9.4 The Customer shall be liable for its own compliance with applicable laws. The Customer is liable for filing the notices and reports to any authorities required under applicable law. Such responsibilities and liabilities are not transferred to DataFigured under this Agreement or under the Services provided by DataFigured.

9.5 The Customer acknowledges that the Service uses machine learning and other probabilistic techniques and that the Service may generate outputs that are incomplete, inaccurate, misleading or otherwise erroneous. DataFigured does not warrant that any output will be correct, complete, up to date, fit for any particular purpose or suitable as the sole basis for decisions.

10.1 Customer is entitled to invite Users exclusively from Customer's own organisation and shall not provide access to the Services to any third parties.

10.2 Only the Users invited by the Customer are allowed to access and use the Services. The number of Users may not exceed the number of authorised Users agreed between the Parties in the Purchase Order.

10.3 Customer is responsible for all use of the Services under Users' user accounts. Customer shall use all reasonable endeavours to prevent unauthorised access to, or use of, the Services. All passwords and other identifiers relating to the Users' use of the Services shall be kept confidential. In the event of or if Customer or a User has reason to suspect any unauthorised access or use of the Services, or if any password has been revealed to a third-party, Customer shall promptly notify DataFigured thereof.

10.4 Customer shall remove and manage the access rights to the Services when necessary, such as in case of termination of employment of Customer's employees.

11.1 In connection with the use of the Services the Customer or Users may provide to DataFigured or enter data or materials into the Services (Customer Data).

11.2 The intellectual property rights and title to Customer Data shall belong to the Customer and the Customer shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.

11.3 DataFigured may store and use Customer Data during the term of this Agreement for the purposes of providing the Services and managing the customer relationship between DataFigured and Customer. DataFigured shall have the right to generate anonymous usage, statistic, and other data from and by analysing the Customer Data.

11.4 The Customer shall ensure that Customer Data does not infringe any third-party Intellectual Property Rights or violate any applicable laws or legislation (including privacy laws). Customer shall not upload any illegal, offensive, threatening, libellous, defamatory, or otherwise inappropriate data to the Services. In case DataFigured believes, in its reasonable opinion, that any Customer Data violates this Agreement, intellectual property rights or any applicable law, DataFigured shall have the right to delete such Customer Data.

12.1 DataFigured collects and processes data, including Personal Data, in relation to Customer's and Users' use of the Services, such as contact details and login and payment details. DataFigured processes such Personal Data in accordance with its Privacy Policy in force from time to time.

12.2 To the extent Customer Data contains Personal Data, DataFigured processes such Personal Data as a Data Processor on behalf of the Customer for the purposes of this Agreement.

12.3 With respect to Personal Data DataFigured processes on behalf of Customer, the following terms shall apply:

• (a) DataFigured shall process the Personal Data only in accordance with the terms of this Agreement and any lawful and documented instructions reasonably given by Customer from time to time. In case the instructions require measures or work to be performed by DataFigured, DataFigured has the right to charge a reasonable fee for complying with such instructions.
• (b) Customer's instructions must be commercially reasonable, compliant with Data Protection Legislation and consistent with this Agreement. In case DataFigured detects that any instruction given by Customer is non-compliant with Data Protection Legislation to which DataFigured is subject, DataFigured shall not be obliged to comply with such instruction and shall inform Customer of that legal requirement.
• (c) DataFigured shall ensure that DataFigured's employees or other persons authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
• (d) In order for Customer to be able to respond to requests from individuals exercising their rights as foreseen in applicable Data Protection Legislation, such as the right of access and the right to rectification or erasure, DataFigured shall provide Customer with commercially reasonable assistance, without undue delay, taking into account the nature of the processing. In case the assistance obligations require measures or work to be performed by DataFigured, DataFigured has the right to charge a reasonable fee for handling such assistance requests.
• (e) Taking into account the nature of processing and the information available to DataFigured, DataFigured reasonably assists Customer in ensuring compliance with the obligations set out in Articles 32 to 36 of the EU General Data Protection Regulation (2016/679) (Regulation), including Customer's obligations to perform security and data protection impact assessments, breach notifications and prior consultations of the competent supervisory authority. In case the assistance obligations require measures or work to be performed by DataFigured, DataFigured has the right to charge a reasonable fee for providing such assistance.
• (f) DataFigured makes available to Customer, at Customer's request, information necessary to demonstrate compliance with the Regulation. In case the request by Customer requires measures or work to be performed by DataFigured, DataFigured has the right to charge a reasonable fee for handling such requests.
• (g) Customer acknowledges that due to the nature of the Services, DataFigured cannot control the Personal Data Customer or its users submit to DataFigured for processing on behalf of Customer when Customer or its users use the Services. Customer acknowledges that it shall be responsible for having a legal ground to process the Personal Data submitted to DataFigured for processing on behalf of Customer. Further, Customer is responsible for the lawful collection, processing and use of the Personal Data submitted to DataFigured for processing on behalf of Customer, and for the accuracy thereof, as well as for preserving the rights of the individuals concerned. Customer shall ensure that the relevant data subjects have been informed of, and have given their consent to, the processing as required by applicable Data Protection Legislation.
• (h) Customer gives a general authorization to DataFigured to use sub processors for the processing of the Personal Data for the provision and use of the Services.
• (i) DataFigured shall carefully select its sub processors with the diligence of a professional service provider. DataFigured ensures that the involved sub processors are properly qualified, are under a written data processing agreement with DataFigured and comply with data processing obligations equivalent to the ones which apply to DataFigured under this Agreement.
• (j) DataFigured may change its sub processors. In case Customer objects such change of sub processor on reasonable grounds, Customer has the right to request change of the sub processor. If DataFigured is not willing to change the sub processor Customer has objected to, DataFigured shall have the right to terminate this Agreement with immediate effect.
• (k) Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of DataFigured's processing, DataFigured shall implement and maintain appropriate technical and organizational security measures in order to safeguard the Personal Data processed on behalf of Customer against unauthorized or unlawful processing and damage, and in particular against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Personal Data.
• (l) DataFigured processes Personal Data mainly within the European Economic Area (EEA), but Customer accepts that DataFigured may have Personal Data processed and accessible by DataFigured or its sub processors outside Customer's country of domicile or the EEA to provide the Services. In case the processing is subject to any EU data protection law and personal data is transferred from the EEA for processing in any country outside the EEA that is not recognized by the European Commission as providing an adequate level of protection for personal data, Customer authorizes DataFigured to enter, on behalf of Customer, into the standard contractual clauses adopted or approved by the European Commission applicable to processing outside the EEA, or DataFigured shall provide for other appropriate safeguard for the protection of the Personal Data transferred outside the EEA as set out in the Regulation.
• (m) Customer or an auditor appointed by Customer shall have the right to audit and inspect the DataFigured's activities relating to processing of Personal Data on behalf of Customer under this Agreement to examine the compliance of DataFigured with the Data Protection Legislation. Customer shall bear all costs for any such audit. Where an audit may lead to the disclosure of business or trade secrets of DataFigured or threaten Intellectual Property Rights of DataFigured, Customer shall employ an independent auditor, which is not a competitor of the DataFigured, to carry out the audit, and the auditor shall agree to be bound to confidentiality to DataFigured's benefit.
• (n) DataFigured shall, without undue delay after having become aware of it, inform Customer in writing about any data breaches relating to Personal Data processed on behalf of Customer hereunder (Breach). DataFigured's notification about the Breach to Customer shall include at least the following: i) description of the nature of the Breach; ii) name and contact details of DataFigured's contact point where more information can be obtained; iii) description of the likely consequences of the Breach; iv) description of the measures taken by DataFigured to address the Breach, including, where appropriate, measures to mitigate its possible adverse effects.
• (o) DataFigured may process Personal Data on behalf of Customer for the duration of this Agreement. All Personal Data processed by DataFigured on behalf of Customer under this Agreement shall be anonymized or deleted without undue delay after the termination of this Agreement, unless otherwise required by applicable law.

13.1 All right, title and interest in and to all Intellectual Property Rights in or related to the Services, any usage data generated by the Services and thereto related documentation and analytics (including modifications to any of the foregoing, if any) and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of DataFigured and/or its subcontractors or licensors, as the case may be.

13.2 Except as expressly stated herein, this Agreement does not grant the Customer or the Users any Intellectual Property Rights in the Services and all rights not expressly granted hereunder are reserved by DataFigured and its subcontractors or licensors, as the case may be.

14.1 The Customer will indemnify, defend, and hold harmless DataFigured from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third-party claim: (i) regarding Customer Data; or (ii) regarding Customer's use of the Services in violation of this Agreement.

14.2 The Customer shall also indemnify and hold harmless DataFigured from any claims, losses or damages arising out of (a) Customer's provision of inaccurate, unlawful or inadequate inputs to the Service; or (b) Customer's use of Service outputs without appropriate review or in violation of this Agreement.

14.3 At any time, if DataFigured reasonably deems that any part of the Services infringes the Intellectual Property Rights of any third-party, DataFigured has the right at its own expense to (i) modify/replace the Services to eliminate the infringement in such a manner that the modified Services complies with this Agreement, or (ii) procure to Customer a right to use the Services. If none of the aforementioned alternatives are reasonably possible, DataFigured shall have the right to terminate the Agreement and Customer has the right to request a Service Fee refund in accordance with the last paragraph of Section "Service Fees" hereunder (if applicable).

14.4 Notwithstanding the foregoing, DataFigured shall not be liable for any infringement or claim thereof in the event the claim (i) is made by any affiliates of Customer; (ii) has resulted from Customer's or Customer's supplier's or User's use or modification of or addition to the Services; or (iii) could have been avoided by using the latest version of the Services provided by DataFigured.

14.5 This Section contains DataFigured's entire liability and Customer's sole and exclusive remedy in case of Intellectual Property Rights infringements.

15.1 Neither Party shall disclose to third parties any material or information received from the other Party and marked as confidential or which should be understood to be confidential and shall not use such material or information for any other purposes than those stated in this Agreement.

15.2 The Party shall return all records or copies of the confidential information of the other Party at the request of the other Party and at the latest upon the expiry or termination of the Agreement. This shall not apply to confidential information or copies thereof which must be stored by the receiving Party in accordance with applicable law.

15.3 The obligation of confidentiality is applied during the term of this Agreement and for five (5) years after the termination of this Agreement unless applicable laws require a longer obligation of confidentiality.

15.4 The confidentiality obligation shall, however, not be applied to material and information, (a) which is generally available or otherwise public; or (b) which the Party has lawfully received from a third-party without any obligation of confidentiality; or (c) which was lawfully in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; or (d) which a Party has independently developed without using material or information received from the other Party as verified by the written records of the receiving Party; or (e) which a Party is obligated to disclose due to applicable mandatory laws, public authority regulations or court orders. In case of disclosure due to (e), the Party must promptly inform the other Party of such disclosure.

For the avoidance of doubt, all interfaces and integration tools relating to the Services are provided on an "as is" basis. DataFigured may provide the Customer with such interfaces and integration tools as developed and implemented by DataFigured from time to time. The Customer acknowledges that some interfaces or integration tools may be provided by third parties and/or may have connections or links to third-party service providers' software or systems. DataFigured shall not, under any circumstances, be liable for the actions of such third parties or the parts of the interfaces or integration tools which are delivered, maintained, or owned by third parties.

17.1 The Parties shall not be liable for any indirect or consequential damages caused to the other Party. The foregoing shall not apply to damages resulting from the breach of the Sections 6 (Restrictions of use), 13 (Intellectual Property Rights), 14 (Indemnification) or 15 (Confidentiality).

17.2 DataFigured's total aggregate liability under or in connection with this Agreement shall be limited to the aggregate Service Fees paid by the Customer for the Services during a period of 6 months preceding the occurrence for which damages are claimed.

17.3 Nothing contained herein shall be deemed to limit each Party's liability towards the other Party in the event of and to the extent that the damages are caused by wilful misconduct or gross negligence of the breaching Party.

17.4 DataFigured has no other obligations or liabilities than those that have expressly been agreed upon in this Agreement. DataFigured shall not be liable for any costs or damages resulting from the use of the Free Version.

17.5 DataFigured shall not be responsible for any reason whatsoever for the destruction, disappearance of or for changes to the Customer Data, such as the costs incurred by recreation of the files. The Customer shall be responsible for making backup copies with respect to his own Customer Data.

17.6 The Customer is responsible for the use and utilisation of the Services and contents of the Services and for the assessment of the impact of the Services and the content of the Services on the Customer's operations.

18.1 During this Agreement, the Customer may:

• (i) notify DataFigured of its intent to switch to an alternative service provider or to an on-premises ICT infrastructure for services similar to those provided under this Agreement; or
• (ii) notify DataFigured of its decision to erase all exportable data and digital assets without initiating a switching process.

18.2 Customer shall give a notice to DataFigured ("Notice Period") of the switch or erasure two (2) months prior to the initiation of the switch or the erasure. During the Notice Period, DataFigured shall either prepare the transition and provision of termination assistance or fully erase all exportable Customer data and digital assets, depending on the nature of the Customer's notice.

18.3 After the Notice Period, provided that the Customer has not decided to request the erasure of its data and digital assets, DataFigured shall provide termination assistance for a period of thirty (30) calendar days ("Transitional Period").

18.4 The termination assistance provided by DataFigured during the Transitional Period shall include:

• (i) reasonable assistance to the Customer and any third parties authorised by the Customer in the switching process;
• (ii) acting with due care to maintain business continuity and ensuring uninterrupted provision of the Service during the Transitional Period;
• (iii) providing the Customer with clear and detailed information about any known risks to service continuity during the switching process; and
• (iv) ensuring the highest levels of security for Customer Data throughout the switching process, including during transfer and retrieval in accordance with applicable Union or national law and DataFigured's information security framework.

18.5 DataFigured shall support Customer's exit strategy by providing all relevant information reasonably necessary of the scope of the exportable data and digital assets.

18.6 DataFigured shall allow the retrieval of data for a period of at least thirty (30) calendar days ("Retrieval Period") starting after the Transitional Period. DataFigured shall fully erase all exportable data and digital assets generated by the Customer, or relating to the Customer, after the expiry of the Retrieval Period.

18.7 DataFigured may impose reasonable and proportionate charges for the termination assistance provided under this section in accordance with applicable laws and the EU Data Act ((EU)2023/2854) Article 29.

19.1 This Agreement may be terminated by either Party by giving the other Party not less than twelve (12) months' prior written notice. The Agreement shall remain in force until the end of such notice period.

19.2 DataFigured may terminate this Agreement with immediate effect by written notice, if (i) the Customer is dissolved or liquidated, is declared bankrupt or otherwise becomes the subject to other insolvency proceedings; or (ii) DataFigured ceases its business operations or the provision of the Services.

19.3 The Agreement concerning a Free Version may be terminated by either Party for convenience with immediate effect by providing the other Party with a notice thereof.

19.4 Both Parties may terminate this Agreement with immediate effect by giving a written notice thereof to the other Party, if the other Party materially breaches its obligations under this Agreement and does not remedy the failure within thirty (30) days of a written notice by the other Party.

19.5 The Customer shall continue to have access to the Services and DataFigured is entitled to charge the Service Fees and other applicable fees until the end of the notice period. Upon expiry or termination of the Agreement, the Customer shall cease to use the Services and return to DataFigured any possible copies of materials provided by DataFigured to Customer hereunder unless otherwise agreed.

19.6 The User acknowledges that its right to use and access the Services shall expire, automatically and without any further action or notice by either Party, upon the earlier of (a) any expiration or termination of the Agreement between DataFigured and the Customer, or (b) the User's individual user/access right to the Services having been terminated or transferred by Customer.

19.7 All provisions of this Agreement that are intended to survive the termination or expiry of this Agreement shall do so, including without limitation Sections 13 (Intellectual Property Rights), 15 (Confidentiality), 17 (Limitation of Liability) and 19.1 (Governing Law and Dispute Resolution).

19.8 In the event that DataFigured materially breaches the SLA terms set forth in Section 4.6, and such breach occurs in three (3) or more separate calendar months within a consecutive six (6) month period, Customer shall have the right to terminate this Agreement by providing thirty (30) days' prior written notice. This termination right shall not apply if the downtime is attributable to causes outside DataFigured's reasonable control as described in Section 4.6.