Terms of Service

Last updated April 23, 2024

1. Definitions and interpretation

1.1. The definitions and rules of interpretation set out in Schedule 1 apply to this Agreement.

2. Commencement and duration

2.1. This Agreement shall commence on the Commencement Date. Unless terminated earlier in accordance with its terms, this Agreement shall continue in force for the duration of the Initial Term and shall automatically extend for a period of twelve (12) months upon the expiry of the Initial Term and on each subsequent anniversary of such expiry (each such extension, a "Renewal Period") unless either party gives at least thirty (30) days' written notice to the other before the end of the Initial Term (or Renewal Period, as applicable), in which case this Agreement shall terminate at 23:59PM (GMT) on the last day of the Initial Term (or Renewal Period, as applicable).

2.2. The Initial Term together with any subsequent Renewal Periods shall constitute the "Term".

3. Service subscription

3. 1 Subject to the Customer's payment of the Subscription Fees and the other terms and conditions of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable, right (without the right to grant sub-licences) to use and access, and to permit the Authorised Users to use and access, the Service on a software-as-a-service basis, solely for the Customer's internal business purposes during the Term.

3. 2 The Supplier may amend the Service and the Service Description from time-to-time provided such amendments apply to the majority of customers for the Service and do not materially and negatively impact the security of the Service. The Supplier shall inform the Customer of such amendments in accordance with the process set out in the Service Description.

3. 3 The Customer acknowledges and agrees that the Supplier and its licensors own all Intellectual Property Rights in the Service, Information, Software and the Service Description. Except as expressly stated herein, this Agreement shall not grant the Customer any rights to, or in, any Intellectual Property Rights in respect of the Service, Information, Software and the Service Description.

3. 4 The Supplier and its licensors shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any enhancement requests or feedback provided by the Customer and any Authorised Users, so long as the Customer is not identified in any way as the source of such feedback. For the avoidance of doubt, the Supplier shall not be obliged to implement any such enhancement requires or feedback

4. Supplier obligations

4. 1 The Supplier warrants that during the Term the Service shall perform materially in accordance with the Service Description.

4. 2 The Supplier shall perform its obligations under this Agreement in compliance with all applicable laws.

4.3 The Supplier shall use reasonable endeavours to ensure the Service is available on a 24/7 basis, but the Supplier makes no representation, and gives no warranty or undertaking, that the operation or availability of the Service will be uninterrupted or error-free.

4. 4 If the Supplier fails to comply with the warranty at Clause 4.1, it shall use its reasonable endeavours to rectify, repair or correct such failure within a reasonable time. The warranty at Clause 4.1 shall not apply to the extent of any non-conformance, including unavailability, which is caused by: (a) the Customer's breach of this Agreement; (b) use of the Service contrary to the Supplier's instructions; or (c) modification or alteration of the Service by any party other than the Supplier or authorised Supplier Personnel.

4.5 The Customer acknowledges that the Supplier and/or the Supplier Personnel may from time to time carry out routine and emergency maintenance of the Service. The Customer may be unable to access the Service during any period in which routine or emergency maintenance is being carried out, though the Supplier will use its reasonable endeavours to keep disruption to and unavailability of the Service to a minimum.

4.6 Without limitation to Clause 16.1 (Force Majeure), the Customer acknowledges that the Supplier has no direct control over the availability of bandwidth over the entirety of the internet and that, while the Supplier will use such endeavours as the Supplier deems appropriate to facilitate the Service, the Supplier shall not be responsible for delays caused by such unavailability.

4.7 Except as expressly provided in this Agreement, the Service is provided "as is" and to the extent permitted by law, the Supplier disclaims all other conditions, warranties, representations, undertakings or other terms which might have effect between the parties with respect to the Service, or be implied or incorporated into this Agreement, whether by statute, common law, custom or otherwise, including any implied conditions, warranties, undertakings or other terms relating to satisfactory quality, reasonable skill and care, fitness for any particular purpose, ability to achieve a particular result or arising from course of dealing or usage of trade. Supplier does not warrant anything in relation to systems that do not make up the Service or the connection to those systems.

5. Disclaimers

5.1 The Supplier does not warrant, represent, undertake or agree that: (a) the use of the Service by the Customer or its Authorised Users will meet the Customer’s requirements nor that any recommendations derived from use of the Service will deliver any particular benefits if implemented; (b) defects in the Service will be corrected; or (c) the functions of the Service will operate in the combinations which the Customer selects for use. Under no circumstances shall the Supplier or the Supplier Personnel have any liability for any losses, claims, damages, costs or expenses caused by errors or omissions in any information, instructions or scripts provided to the Supplier and/or the Supplier Personnel by or on behalf of the Customer in connection with the Service, or any actions taken by the Supplier and/or the Supplier Personnel at the Customer's direction.

6. Customer's obligations

6.1. In relation to the Service:

• 6.1.1. the Customer shall not (and shall ensure that its Authorised Users do not) store, distribute or transmit any Virus, or any material, information or data through the Service that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
• 6.1.2. the Customer shall not:
  • 6.1.2.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Service, Information, Software or Service Description;
  • 6.1.2.2. access, develop, supply or market all or any part of the Service in order to build a product or service which replicates, competes with or is substantially similar to the Service;
  • 6.1.2.3. attempt to undertake any security testing of the Service without the prior written consent of the Supplier;
  • 6.1.2.4. use the Service to provide services to third parties;
  • 6.1.2.5. subject to Clause 16.5 (Assignment), transfer, temporarily or permanently, any of its rights under this Agreement; or
  • 6.1.2.6. assist third parties in obtaining access to the Service;
• 6.1.3. the Customer shall use its best endeavours to prevent any unauthorised access to, or use of, the Service and shall notify the Supplier promptly of any such unauthorised access or use; and
• 6.1.4. the Supplier may audit the Customer's compliance with this Clause 6.1 by any lawful, technical means and the Customer shall provide all reasonable assistance and information to the Supplier necessary to establish that the Service are only being accessed and used in accordance with this Agreement.

6.2. The Customer shall

• 6.2.1. provide the Supplier with all necessary co-operation in relation to this Agreement and access to such information as may be required by the Supplier in order to provide the Service;
• 6.2.2. ensure that the Authorised Users comply with any acceptable use policies specified or provided by the Supplier from time to time for the Service;
• 6.2.3. maintain sufficient licences to any software (from third parties or licensed by the Supplier separately to this Agreement) operated using or in conjunction with the Service;
• 6.2.4. maintain adequate internet connections and technical capabilities to access and use the Service. The Customer acknowledges that as between the parties, it is solely responsible for ensuring that its firewalls, security and privacy systems and settings, and other plug-ins or applications, do not interfere with or restrict the Customer's, or its Authorised Users', access and use of the Service, and the Supplier and Supplier Personnel shall have no responsibility or liability in relation thereto;
• 6.2.5. provide such personnel assistance as may be reasonably requested by the Supplier from time to time;
• 6.2.6. comply with all applicable laws and regulations with respect to its activities under this Agreement;
• 6.2.7. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary;
• 6.2.8. before the Customer uses any updates to any third-party software in a live environment, carry out testing updates to any third-party software to its satisfaction, to ensure that such updates meet the Customer's own requirements without causing any issues with the Customer's use of the Service; and
• 6.2.9. undertake appropriate back-ups to its data and to secure media with such regularity and in such a manner so as to ensure that it can restore such data and media in the event of data loss or corruption from any cause.

7. Authorised users

7.1. In relation to Authorised Users:

• 7.1.1. the Customer shall ensure that the Authorised Users comply with the terms of this Agreement, and shall be responsible for any acts and omissions of the Authorised User as if committed by the Customer itself;
• 7.1.2. the Customer shall comply with the enrolment process for Authorised Users as set out in the Service Description;
• 7.1.3. the Customer shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within five (5) Business Days of the Supplier's written request at any time or times;
• 7.1.4. the Customer shall ensure that each Authorised User keeps any password(s) for their use of the Service secure and confidential, that such password(s) are changed no less frequently than once every ninety (90) days and that each Authorised User does not share their password(s) to allow any other employees, contractors (individuals or otherwise), representatives and agents of the Customer or any other individual or third party to access the Service;
• 7.1.5. in respect of any Authorised User, the Customer will not allow any Authorised User account to be used by more than one (1) individual Authorised User; and
• 7.1.6. the Supplier may audit the Service regarding the Customer's and its Authorised Users’ use of the Service and, if such audit reveals that access to Service has been provided to individuals who are not Authorised Users, the Supplier may, without prejudice to the Supplier's other rights; (a) block such Authorised User (or require the Customer promptly to disable such Authorised User’s access to Service) and the Customer shall not provide such individuals with access to the Service; and/or (b) charge the Customer an additional subscription fee (calculated on a pro-rata basis against the Customer's then-current Subscription Fees) for the additional number of Authorised Users accessing and using the Service.

7.2. The Customer acknowledges that the Service may provide functionality or features that enable Authorised Users to perform functions, order services or add further Authorised Users that may incur additional Subscription Fees (as specified in the Service Description and/or on the Service itself) and the Customer agrees to be bound by the actions and orders performed by the Authorised Users (or any person who obtains access to the Service as a result of a breach of this Agreement by the Customer) using the Service and pay any additional Subscription Fees arising as a result.

8. Subscription fees and payment terms

Subscription Fees

8.1. The Customer shall pay the Subscription Fees to the Supplier in accordance with this Clause 8 and the Agreed Terms.

8.2. The Supplier will invoice the Subscription Fees to the Customer in advance on an annual basis for payment within thirty (30) days of the date of any such invoice. The first invoice shall be issued on the Commencement Date. Sums shall be paid in full without set off or deduction. The Supplier reserves the right to make provision of the Service subject to receipt of payment of the Subscription Fees.

8.3. .Prior to the commencement of any Renewal Period, the Supplier may alter the Subscription Fees which will be payable by the Customer for that Renewal Period. Alterations of the Subscription Fees require not less than sixty (60) days’ notice to the Customer.

Payment Terms

8.4. The Customer shall pay all sums due to the Supplier in cleared funds (in the currency specified in the invoice or, if not specified, euros) into the bank account nominated by the Supplier from time to time.

8.5. All sums due to the Supplier under or in relation to this Agreement are exclusive of any Value Added Tax which shall be charged in addition in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by the Customer in full at the same time as payment is due under the relevant invoice.

8.6. If the Customer is or may be required under any law or regulation of any governmental entity or authority, domestic or foreign, to withhold or deduct any portion of any payment due to the Supplier pursuant to this Agreement and the Supplier is unable to reclaim or recover that deduction through the exercise of reasonable efforts, then the sum payable to the Supplier will be increased by the amount necessary to yield to the Supplier an amount equal to the sum it would have received had no withholdings or deductions been made.

8.7. If the Customer fails to make any payment in accordance with this Agreement, then the Supplier shall (without prejudice to its other rights and remedies) be entitled to:

• 8.7.1. charge interest on the overdue amount in accordance with the Finnish Interest Act (633/1982, as amended); and/or
• 8.7.2. suspend the Customer's and the Authorised Users' access to and use of the Service until payment is made by the Customer in accordance with this Agreement.

8.8. Any Subscription Fees paid in accordance with this Clause 8 shall be non-refundable in any circumstances including upon early termination of this Agreement.

8.9. The Customer shall provide accurate, current and complete information on the Customer’s billing address and billing contacts, including email address and phone number, and will promptly notify the Supplier if this information changes.

9. Customer data and data protection

9.1. The Customer shall own all rights, title and interest in and to all of the Customer Data and shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data and for ensuring that its use does not infringe the rights of any third parties.

9.2. The Customer hereby grants to the Supplier and the Supplier Personnel, on and subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable licence to use the Customer Data for the purpose of providing the Service and the exercise of the Supplier's rights under this Agreement (together with the right to sub-licence these rights to its hosting, connectivity and telecommunications service providers to the extent necessarily required for the performance of the Supplier's obligations) and for any requirements ancillary to the provision of the Service (including any data analytics and development of the Service). The Customer warrants to the Supplier that the use of the Customer Data in accordance with this Agreement will not: (a) breach any laws, statutes or regulations; (b) infringe the Intellectual Property Rights or other legal rights of any person; or (c) give rise to any cause of action against the Supplier, in each case in any jurisdiction and under any applicable law.

9.3. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data where such back-ups are made by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by the Customer, its Authorised Users, the Customer's Affiliates or any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data hosting and back-up, in which case the Supplier's liability shall be subject to the limitations and exclusions set out in this Agreement, including those set out in this Clause and Clause 12).

9.4. In connection with the performance of the Service pursuant to the Agreement, the Supplier shall process the Customer’s personal data. In this regard, the Customer acts as the controller and the Supplier is the processor who processes the personal data on behalf of and under the instructions of the Customer. The Customer provides all its instructions regarding the processing of personal data in this Clause 9 (Custom data and data protection). The terms used in Clauses 9.4 - 9.11 (together as ‘Data Processing Terms’) shall have the same meaning as the corresponding terms under the GDPR.

9.5. The Supplier shall process the personal data only for the purposes and obligations set out in the Agreement and during the term of the Agreement. The nature and purposes of the processing and the categories of personal data processed shall be set out in Service Description. The categories of data subjects whose data shall be processed are Authorised Users.

9.6. The Supplier shall process the personal data in accordance with the Data Protection Legislation and these Data Processing Terms. The Supplier shall notify the Customer of any requests from data subjects and supervisory authorities regarding the processing of personal data under this Agreement. The Supplier shall not use or otherwise exploit the personal data of the Customer for any purpose other than the purposes set out in the Agreement and only to the extent necessary for such purpose. The Supplier shall, at the Customer’s choice, either delete or return the personal data to the Customer upon the termination of the Agreement, unless otherwise required by the Data Protection Legislation.

9.7. The Supplier shall assist the Customer in responding to requests from data subjects and supervisory authorities regarding the processing of personal data under this Agreement. The Supplier shall assist the Customer in complying with the requirements of the GDPR relating to security, data breaches, data protection impact assessments and prior consultations. The Supplier has the right to invoice, and the Customer is obliged to pay for the performance of these assistance obligations under Data Processing Terms.

9.8. The Supplier shall always take appropriate technical and organizational measures to protect the personal data from unauthorized access and loss or any other unlawful processing.

9.9. The Supplier shall notify the Customer of any personal data breaches without undue delay after becoming aware or having a reasonable suspicion of such breach. The Supplier shall cooperate with the Customer in the investigation of the breach and shall assist the Customer in preparing the notification to the supervisory authority.

9.10. The Supplier has the right to use subcontractors in the processing of personal data in accordance with this Agreement. By agreeing to this Agreement, the Customer shall be deemed to have authorised the processing by sub-processors specified on the list of sub-processors at taito.ai/dpa. The Supplier shall notify the Customer of new subcontractors added to the list of sub-contractors, giving the Customer an option to object to the use of the notified subcontractor. The Customer is deemed to have accepted the notified subcontractor unless it provides the Supplier with a written objection within 14 days from the Supplier's notification. The Supplier shall ensure that the subcontractors are committed to fulfilling the obligations set out in these Data Processing Terms. The Supplier shall always be responsible for the work of its subcontractors as if it were its own. The Supplier may process or transfer personal data to a sub-processor for processing outside the European Economic Area if the Supplier ensures that, insofar as it processes or transfers personal data outside the European Economic Area, the international transfers comply with the requirements of Chapter V of the GDPR. The Supplier’s personal data processing locations shall be described at taito.ai/dpa.

10. Confidentiality

10.1. Each party shall:

• 10.1.1. only use (including making copies of) Confidential Information in connection with and to the extent necessary for the purposes of this Agreement;
• 10.1.2. not disclose the Confidential Information to any person except with the prior written consent of the Disclosing Party or in accordance with clause 8.2; and;
• 10.1.3. keep all Confidential Information secret and securely protected against theft or unauthorised access;

10.2. The Receiving Party may disclose any Confidential Information to any regulator, law enforcement agency or other third party if it is required to do so by law, regulation, or similar authority. In those circumstances the Receiving Party shall (to the extent practical and lawful to do so) notify the Disclosing Party in writing as soon as practicable before the disclosure and use all reasonable endeavours to consult with the Disclosing Party with a view to agreeing the timing, manner and extent of the disclosure.

10.3. All Confidential Information shall remain the property of the Disclosing Party and the Disclosing Party reserves all rights in its Confidential Information. Nothing in this Agreement or the disclosures envisaged by this Agreement shall (except as expressly agreed otherwise in this Agreement) operate to transfer or operate as a grant of any licences or right to use, to any Intellectual Property Rights in the Confidential Information.

10.4. The parties' obligations under this clause 10 shall continue in force notwithstanding the termination or expiry of this Agreement. Each party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other party of the provisions of this clause 10. Accordingly, it is agreed that either party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this clause 10 by the other party, without prejudice to any other rights and remedies which that first party may have.

11. Indemnities

11.1. The Customer shall indemnify, keep indemnified and hold the Supplier and the Supplier Personnel harmless against any and all damages, claims, actions, proceedings, losses and reasonable costs (including legal fees) and expenses arising from any third-party claims or actions arising out of or in connection with: (i) the Customer's or the Authorised Users' use (or misuse) of the Service in breach of this Agreement; and/or (ii) any breach of the Customer's warranty in Clause 9.2.

11.2. Subject to the provisions of this Clause 11.2 and Clauses 11.3 to 11.5, the Supplier shall indemnify the Customer and hold the Customer harmless in respect of all damages and reasonable costs (including court costs and legal fees) and expenses arising directly from an IPR Claim which is valid and enforceable in the legal jurisdiction in which the IPR Claim is commenced provided that:

• 11.2.1. the Customer shall give the Supplier prompt notice of any actual or threatened IPR Claim;
• 11.2.2. the Customer shall not admit any liability or agree to any settlement or compromise of an IPR Claim without the prior written consent of the Supplier;
• 11.2.3. the Supplier shall be entitled at any time to assume exclusive conduct of the IPR Claim (which shall include, but not be limited to, the exclusive right to conduct any proceedings or action, negotiate the settlement of the IPR Claim and to conduct all discussions and dispute resolution efforts in connection with the IPR Claim);
• 11.2.4. the Customer shall, at the Supplier's request, cost and expense, give the Supplier all reasonable assistance in connection with the conduct of the IPR Claim (including taking such steps as is necessary to enable the Supplier to assume conduct of the IPR Claim pursuant to Clause 11.2.3); and
• 11.2.5. the Customer takes all reasonable steps to mitigate any liabilities which are the subject of the indemnity in this Clause 11.2.

11.3. If any IPR Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the Customer, the Supplier may at its option and expense:

• 11.3.1. obtain for the Customer the right to continue using the Service in the manner permitted under this Agreement; or
• 11.3.2. modify or replace the infringing part of the Service so as to avoid the infringement or alleged infringement; or
• 11.3.3. terminate this Agreement immediately on notice to the Customer.

11.4. Under no circumstances shall the Supplier or any Supplier Personnel be liable to the Customer under Clause 11.2 or 11.3 (or otherwise) to the extent that the infringement (whether actual or threatened) is based on: (a) any changes, modifications, updates or enhancements made to the Service other than by the Supplier or the Supplier Personnel; (b) any use of the Service by the Customer or its Authorised Users in a manner contrary to the Supplier's instructions and/or in breach of this Agreement; or (c) the Customer's or its Authorised Users' use of the Service after notice or becoming aware of the actual or threatened IPR Claim.

11.5. The provisions of Clauses 11.2 to 11.4 state the entire liability of the Supplier to the Customer in connection with an IPR Claim and shall be the Customer’s sole and exclusive remedy in that regard.

12. Limitation of liability

12.1. Nothing in this Agreement excludes or limits the liability of either party to the other for:

• 12.1.1. death or personal injury caused by negligence;
• 12.1.2. fraud or fraudulent misrepresentation by it or its employees; or
• 12.1.3. any other liability that cannot be excluded or limited by law.

12.2. Subject to Clause 12.1, the Supplier and/or the Supplier Personnel shall not be liable whether in tort (including for negligence), breach of statutory duty, contract, misrepresentation (whether innocent or negligent), restitution or otherwise for:

• 12.2.1. any loss of profits, loss of business, loss of savings, depletion of goodwill and/or similar losses, or pure economic loss or (subject to Clause 9.3) any loss or corruption of data or information (regardless of whether these types of loss or damage are direct, indirect or consequential); or
• 12.2.2. any special, indirect or consequential loss or damage whatsoever, in each case however arising under or in connection with this Agreement and even if the Supplier and/or the Supplier Personnel were aware of the possibility that such loss or damage might be incurred.

12.3. Subject to Clause 12.1 and 12.2, the total aggregate liability taken together of the Supplier and the Supplier Personnel (including liability for breach) in contract (including under any indemnities), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising under or in connection with the performance, non-performance or contemplated performance of this Agreement in respect of any and all causes of action arising in each Year shall in no event exceed 10% of the value of the Subscription Fees paid or payable by the Customer to the Supplier in that Year (or, if no Subscription Fees have been paid or are payable by the Customer to the Supplier in a Year, 10% of the value of the Subscription Fees paid by the Customer to the Supplier in the last Year of the Term in which Subscription Fees were paid by the Customer.

12.4. For the purposes of calculating liability pursuant to Clause 12.3, where a cause of action arises in a Year and continues across subsequent Years and/or continues after the termination of this Agreement, then the cause of action shall be deemed to have arisen only in the Year in which such cause of action first arose.

13. Term, termination and Suspension

13.1. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

• 13.1.1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;
• 13.1.2. the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so. For the sake of clarity, any infringement of the Supplier's Intellectual Property Rights is always considered a material breach; or
• 13.1.3. the other party suffers an Insolvency Event.

13.2. On termination of this Agreement for any reason:

• 13.2.1. all licences granted under this Agreement shall immediately terminate and the Customer and the Authorised Users shall immediately cease all use of the Service. For the avoidance of doubt, any licences granted under this Agreement which are stated to be granted on a perpetual and irrevocable basis shall survive the termination of this Agreement for any reason and shall continue in full force and effect;
• 13.2.2. the Supplier may immediately end the Customer's and the Authorised Users’ use of and access to the Service;
• 13.2.3. the Customer shall immediately pay all sums and amounts payable to the Supplier under the terms of this Agreement;
• 13.2.4. each party shall return or destroy, and (in each case) make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party, including the other party's Confidential Information (except the Supplier may retain reasonable professional records of the Customer’s and its Authorised Users' use of the Service and shall be entitled to retain the Customer's Confidential Information for the purposes of internal audit, litigation and/or to comply with applicable laws);
• 13.2.5. the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession at any point thirty (30) days or more after termination of this Agreement;
• 13.2.6. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
• 13.2.7. Clauses 8 to 18 and any other provisions which are necessary for the interpretation or enforcement of this Agreement shall continue in force notwithstanding termination.

13.3. The Supplier may suspend the Customer's, and its Authorised Users', right to access the Service or use any portion or all of the Service immediately upon notice to the Customer if it determines acting reasonably:

• 13.3.1. that the Customer's (or an Authorised User's) use of or access to the Service (a) poses a security risk to the Supplier, the Service or any third party; (b) may adversely impact availability or performance of the Service, the Software or the systems or software of any other customer of the Supplier; (c) may subject the Supplier or any third party to any liability; or (d) may be fraudulent; or
• 13.3.2. that the Customer, or any Authorised User, is in breach of this Agreement or any other agreement by which software being used on or in conjunction with the Service is licensed.

13.4. the Supplier shall reinstate the suspended Service once it has established the cause of the suspension has been remedied or ceased to exist. Where the cause of the suspension persists for more than thirty (30) days, the Supplier may immediately terminate this Agreement without incurring any liability to the Customer.

14. Entire agreement

14.1. This Agreement constitutes the entire agreement between the parties in relation to its subject matter. It replaces and extinguishes all prior agreements, collateral warranties, collateral contracts, statements, representations and undertakings made by or on behalf of the parties, whether oral or written, in relation to that subject matter.

14.2. Each party acknowledges that in entering into this Agreement it has not relied upon any collateral warranties, collateral contracts, statements, representations or undertakings, whether oral or written, which were made by or on behalf of the other party in relation to the subject matter of this Agreement (together "Pre-Contractual Statements") and which are not set out in this Agreement. Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements.

14.3. Nothing in this Clause shall exclude or restrict the liability of either party arising out of its pre-contractual fraudulent misrepresentation or fraudulent concealment.

15. Notices

15.1. Subject to Clause 15.3, any notice required to be given under this Agreement shall be in writing in Finnish or English and shall be delivery by email to the other party at its email address (as applicable) as set out in the Agreed Terms, or such other address as may have been notified by that party for such purposes.

15.2. A notice sent by email shall be deemed to have been received at the time and date of transmission shown on the saved sent copy kept by the sender (or if delivery is not in business hours, at 9am (EET) on the first Business Day following delivery).

15.3. This Clause 15 shall not apply to the service of legal proceedings.

16. Miscellaneous

16.1. Force Majeure. The Supplier shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network or the internet, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. In such circumstances the Supplier shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, either party may terminate this Agreement by giving thirty (30) days' written notice to the other party.

16.2. No Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of this Agreement, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

16.3. Rights and Remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

16.4. Severance. If any provision, or part of a provision, of this Agreement is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of the provisions of this Agreement shall not be affected, unless otherwise required by operation of applicable law. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

16.5. Assignment. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. The Customer shall enter into any further agreements reasonably required by the Supplier to give effect to any of the above.

16.6. Relationship of the Parties. Nothing in this Agreement is intended to, or shall be deemed to, establish or constitute any partnership or joint venture between any of the parties, create a relationship of principal and agent for any purpose between the parties, or authorise either party to make or enter into any commitments for or on behalf of the other party.

16.7. Variation. No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of each of the parties or by their duly authorised representatives. If the Customer wishes the Supplier to proceed with any proposed variation, the Supplier has no obligation to do so unless and until the parties have agreed in writing the necessary variations to the Subscription Fees and any other relevant terms of this Agreement to take account of the change.

16.8. Conflicts. In the event of any conflict between the Agreed Terms, the Clauses of the Service T&Cs and the Schedules, the conflict shall be resolved by giving priority: (a) first, to the Clauses of the Service T&Cs; (b) second, to the Schedules; and (c) third, to the Agreed Terms.

17. Governing law and jurisdiction

17.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Finland.

17.2. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, 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. The seat of arbitration shall be in Helsinki, Finland. The language of the arbitration shall be Finnish or English.

Schedule 1 - Definitions and Interpretation

1. Definitions

Taito.hr Service Description

This document describes the HR solutions service (“Service”) offered as Software-as-a-Service (SaaS) by Taito.hr to its customers (the “Customer”). This Service Description sets out a description of the operation and functioning of the Service, specific services and functionalities available through the Service and how the Service may be amended from time to time.

This Service Description does not constitute nor is a part of a license or user agreement. The Service is licenced to customers by Taito.hr through a separate service agreement.

1. Definitions and interpretation

1.1. The definitions of terms used in this Service Description are set out in Annex 1.

2. General service description

2.1. Taito.hr automates the employee performance management lifecycle. The Service provides solutions that help building and managing continuous feedback processes, conduct employee surveys, offer automated assistance for employee management, and provide tools for analysing Human Resources data. The Service is offered as Software-as-a-Service (SaaS). The Customer can interact with the tool through a web application and integrations (such as Slack). The Customer can see Customer Data in the tool via web application or integrations (such as Slack). Taito.hr automatically produces insights and reports for the customer based on the data in the tool. These reports are available in the web app or via integrations such as Slack integration.

2.2. Taito.hr facilitates data exchanges with certain third-party systems, like Slack, the Customer’s HRIS or project management tools, via integrations. Availability of certain integrations might be subject to the Customer’s subscription plan.

2.3. The availability of functionality and features of the Service are subject to the Customer’s subscription plan. The functionality and features of the Service depending on the subscription plan are described on the sign-up page and are subject to change.

2.4. If Taito.hr allows access to any features or data via API as part of its service, Taito.hr reserves right to place limits on use of such APIs (e.g. rate limiting) to ensure the functionality of the Service.

2.5. Taito.hr continuously updates and improves the Service. Changes to the Service are communicated to the Customer if they have signed up to receive such updates.

2.6. The Customer will not receive or have access to the source code or software that underlies the Service.

3. Onboarding authorised users

3.1. The Customer may onboard Authorised Users to the Service independently and is responsible for the management of access rights of their Authorised Users.

3.2. The Customer will independently grant access rights to the Service to its Authorised Users using the functionalities of the Service. The Customer will independently decide which data, including personal data, its Authorised Users will be required or given the opportunity to upload to the Service for processing.

3.3. The Customer will independently monitor and manage its Authorised Users’ use of the Service and will terminate the access rights of Authorised Users when required.

4. Amendments to the service and the service description

4.1. Taito.hr may amend the Service and the Service Description from time to time provided such amendments apply to the majority of customers for the Service and do not materially and negatively impact the security of the Service.

4.2. The functionalities, features, and technical properties of the Service may be updated or otherwise amended from time to time for various reasons such as fixing technical issues, implementing new features and functionalities, general improvements to the service, or complying with changing regulatory requirements. Taito.hr may amend the Service and the Service Description for any reason it deems appropriate.

4.3. Amendments to the Service Description are not implemented on a regular schedule. The Customer will be notified of amendments and updates to the Service Description reasonably in advance, however always at least 30 days before the implementation of the changes.

4.4. The amendments to the Service will be automatically distributed and implemented online. The maintenance hours on the day during which the amendments will be implemented may be specified with the notification referred to in Section 4.3.

4.5. In case changes to the Service have an effect on this Service Description, the Service Description will be amended accordingly.

5. Customer data and types of processed personal data

5.1. Anything the Customer posts, uploads or otherwise stores to the Service is considered Customer Data. The Customer is responsible for all Customer Data it sends to the Service.

5.2. The Customer will independently determine which data, including personal data, it and its Authorised Users will submit to the Service. Potential personal data that will be processed in the service include:

1. Personal identity information (First name, last name)
2. Contact information (phone number, email address)
3. Employment-related information (position, supervisor, team/department, employee number).

Annex 1 - Definitions and Interpretation

1. Definitions

1.1. The following definitions apply in this Service Description: