Isolta General Terms and Conditions

SERVICE DESCRIPTION

The Service provided by Isolta is a computer-based financial administration service, which allows the Customer to manage its invoicing and customer relationships, and other financial administration tasks of the Customer’s company.

Isolta may, in its sole discretion, offer a non-paid account with restrictions as set out at Isolta’s websites (www.isolta.com). In addition, Isolta may provide additional services related to the Service (for a paid or non-paid account) subject to separate fees.

The Service is provided “AS IS” basis and Isolta makes no warranties of any kind of any service levels, reliability, availability without interruption, merchantability, or fitness for a particular purpose or that the Service would be free from errors. Isolta shall use reasonable efforts to inform the Customer in advance of any interruptions to the Service and to perform maintenance work in such a way that it does not unduly interrupt the use of Service.

If the Customer has a valid paid account, the Customer may terminate the Agreement effective as of the end of the last month of the confirmed subscription, by giving notice of the termination in the Service no later than 30 days prior to the ending of the subscription period. If the Customer does not terminate the Agreement in accordance with the aforementioned, the paid subscription period will be automatically renewed for a new fixed-term subscription period(s) that last as long as the original subscription period.

If the Customer has a non-paid account, each party may terminate the Agreement with one (1) month’s notice. If the Customer has not logged in to the Service for more than twelve (12) months, Isolta may terminate the Agreement without further notice.

1 BACKGROUND

1.1 These General Terms and Conditions of Agreement (“Terms and Conditions”) apply to the delivery and use of the financial management software (“Software”) provided by Isolta Oy (Business ID 1854047-8, “Supplier”) as described in greater detail in the Service Description with regard to each contractual relationship. Unless otherwise agreed in the Service Description, the Software is delivered via a data network connection in accordance with these Terms and Conditions. Should the delivery include items that are not included in the Software and services delivered via a data network, the items in question shall be subject to these Terms and Conditions and the special terms described below in sections 18, 19 and 20. If the Software is a product version of a Procountor software, the special terms and conditions in section 16 apply. If the Supplier and Accounting Office have agreed on the sale of the Software to Customers with the Accounting Office acting as the agent, the special terms and conditions in section 17 apply.

1.2 The use of the Software requires that the User and the Customer submit information required by the Software. If there are changes to the contact information or other information necessary for the operation of the Software, User, and Customer must notify the Supplier of the changed information without delay.

2 SPECIFICATIONS

2.1 Within these Terms and Conditions, a User refers to a natural person who uses the Software.

2.2 Within these Terms and Conditions, a Customer refers to a natural or a legal person who has ordered the user rights to the Software by registering or using an Order or another customer agreement, or who is represented by a User of the Software. In this agreement, an Accounting Office is considered the Customer when using the Software in their own operations.

2.3 Within these Terms and Conditions, an Accounting Office refers to an accounting office or an accountant as referred to in the Accounting Office Cooperation Agreement and the Order. An Accounting Office handles the Customer’s financial management tasks either completely or in part with the Software and/or is invoiced by the Supplier for using the Software.

2.4 Within these Terms and Conditions, Software refers to a software package provided by the Supplier and specified in the selected Service Description for managing the financial administration of a company or another operator.

2.5 Within these Terms and Conditions, a Price List refers to the Supplier’s currently valid price list or price lists which specify the prices of the Software or services to be delivered.

2.6 Within these Terms and Conditions, a Service Description refers to the description or descriptions of the functionalities, content, service level, or purpose of use of the Software or service that is included in the agreement as an appendix.

2.7 Within these Terms and Conditions, Information refers to data and files saved by the Customer in the Software. User information refers to information saved by the Software specifying the use of the Software by the User and Customer. Hereinafter, User information and Information are jointly referred to as “Information”.

2.8 Within these Terms and Conditions, Sanctions refer to the sanction laws and regulations adopted by the United Kingdom, the European Union, Finland and the United States, prohibiting business transactions with the persons or communities specified in the provision.

3 SOFTWARE CONTENT AND SERVICE LEVEL

3.1 The content of the Software is determined by the selected Service Description.

3.2 The Software enables, for example, the delivery and uploading of User’s and Customer’s information and files (“Information”) to the Software server and distribution to assigned recipients.

3.3 The instructions and use environment requirements of the Software and up-to-date contact information of customer support are available on the Supplier’s website, in the Software or from the Supplier on request, depending on the Software’s product version.

3.4 The Software may change as the Supplier develops the Software further. The Supplier can make a change in the Software that (a) is targeted at the production environment of the Software and does not reduce the content or the service level of the Software, (b) is necessary for the prevention of a data security threat targeted at the Software, (c) results from legislation or a regulation by an authority, or (d) has been notified to the Customer well in advance.

3.5 The Supplier may prevent access to the Software without consulting the User or the Customer if the Supplier suspects that there is inappropriate Information stored in the Software, access to the Software by other users may be risked by the stored Information or if these Terms and Conditions are violated.

3.6 The Supplier will aim to make the Software available at all times, but it may suspend the use or change the content of the Software whenever this is considered necessary. Unless otherwise agreed in the Service Description concerning service levels, the Supplier does not commit itself to specific service levels in the Software or assume responsibility for any deterioration of service level or its consequences.  The Supplier has the right to interrupt the availability of the Software due to, for example, installation, revision or maintenance work or due to a security threat, or legislation, requirement or regulation by an authority.

3.7 The Supplier cannot guarantee the availability of the Software without interruptions or the production of services by a party that offers communications services or a network connection or another third party that affects the use of the service. The Supplier attempts to notify the Customer well in advance of any service or maintenance breaks.

3.8 The Software can enable the transfer of information through API or SFTP interfaces (“Interface”). The Supplier may change or limit the use of the Interface on the same grounds as the rest of the Software.

If the services of third party providers are connected to the Software through the Interface, the Customer must make separate agreements with the service providers in questions to specify the terms and conditions and data protection procedures. The Supplier is not responsible for the use of these services or their compatibility with the Software.

4 TERMS AND CONDITIONS OF DATA PROTECTION

4.1 The Customer acts as the data controller within the meaning of the applicable data protection legislation (“Data Controller” or “Customer”) with regard to the personal data of the Customer’s customers or employees or other persons that is processed by the Supplier (“Data Processor” or “Processor”)in the service to implement it (“Customer’s Personal Data”). The Data Controller is responsible for the Customer’s Personal Data and for ensuring that it is legally processed pursuant to the applicable data protection legislation. The Data Controller is responsible for all required measures and for acquiring, securing and maintaining all rights, agreements and authorizations that the Data Processor needs in order to implement the service in accordance with this section 4. Terms and Conditions of Data Protection without breaching any laws or third-party rights. The Customer’s Personal Data and the processing details are specified in the Data Processing Policy documents, which are available, depending on the product version of the Software, on the Supplier’s website or customer service page, the Software or, upon request, from the Supplier.

If the Customer is an Accounting Office, the Customer can be the Data Processor within the meaning of the applicable data protection legislation. In that case, the end client of the Accounting Office is the Data Controller pursuant to the applicable data protection legislation, the Customer is the Data Processor and the Supplier is the Sub-Processor for Personal Data. In this case and in relation to the Supplier, the Customer is in a position comparable to the position of the Data Controller, as specified in these Terms and Conditions, subject to the same rights and obligations. In relation to third parties – for example, data subjects specified in the applicable data protection legislation – the Customer is the Data Processor, and these Terms and Conditions do not affect the rights and responsibilities between the Customer and third parties.

4.2 The Data Processor must ensure that it will process the Customer’s Personal Data on behalf of the Data Controller pursuant to the applicable data protection legislation and as required in order to provide the service and in compliance with this section 4 Terms and Conditions of Data Protection. The Customer’s Personal Data is processed according to the Data Controller’s reasonable written instructions. The Data Controller ensures that the instructions are described in detail in this section 4 Terms and Conditions of Data Protection. If the Data Controller provides the Data Processor with additional instructions on the processing of the Customer’s Personal Data, the Processor has the right to charge for the resulting additional costs and work that are required in order to comply with the instructions. If the Data Processor is not able to comply with the instructions provided, the Data Processor will immediately notify the Data Controller of this and the parties will attempt to solve the issue together in an appropriate manner. If the issue cannot be solved within one (1) month, each party has the right to cancel the service agreement to which the instructions on the processing of Personal Data relates with a notice period of two (2) months. The Data Processor informs the Data Controller without delay if it considers that the provided instructions violate the applicable data protection legislation.

4.3 Notwithstanding the above, the Supplier and its affiliates have the right, to the extent permitted by legislation, to use the data created in connection with the service provided and the processing of the Customer’s Personal Data in accordance with the Data Processing Policy document for the development (for example, automating functions), analysis and assessment of the provided service and the operations related to it as well as for statistical purposes, provided that individual natural persons cannot be identified from the end result and that the Supplier’s confidentiality obligations are complied with.  4.4 The Data Processor keeps the Customer’s Personal Data confidential and ensures that the persons authorized to process the Customer’s Personal Data are committed to confidentiality or subject to an applicable statutory confidentiality obligation.

4.4 Taking into account latest technology and implementation costs, the nature, scope, context and purposes of processing as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons, the Data Controller and the Data Processor must implement appropriate technical and organizational measures to ensure a level of security that corresponds to the risk.

4.5 The Processor must inform the Data Controller of any data protection breaches of the Customer’s Personal Data without delay. The Data Processor provides the Data Controller with the data that is required to meet the Data Controller’s duty to notify. The data is provided to the extent that is available and known to the Processor. The Data Processor seeks to remedy and limit the effects of the breach.

4.6 Upon request and subject to commercially acceptable terms and conditions, the Data Processor helps the Data Controller to implement the rights of a data subject and to meet the obligations set out in the applicable data protection legislation, taking into account the nature of the processing and the information available to the Data Processor.

4.7 Upon request, the Data Processor provides a required report on the compliance with the applicable data protection legislation.

The Supplier is entitled to invoice for the assistance provided in accordance with this section 4 Terms and Conditions of Data Protection.

4.8 When the processing of the Customer’s Personal Data is no longer necessary, the Data Processor returns the Customer’s Personal Data to the Data Controller upon a written requests or removes the data, including any copies. When it is no longer necessary to process the Customer’s Personal Data in accordance with this agreement, the Customer has the right to make a copy of the Customer’s Personal Data stored in the service independently. Upon the Customer’s request, the Supplier must destroy the Customer’s Personal Data and notify the Customer of the destruction of the data unless the Personal Data need to be stored due to legislation. Notwithstanding the above, the Supplier has the right to store the Customer’s Personal Data in order to comply with the applicable legislation and secure its legitimate interest, for example, to demonstrate that the service has been provided as agreed between the parties.

4.9 The Customer accepts and agrees that the Data Controller’s group companies may process the Customer’s Personal Data in order to provide the service and that the Data Processor and its group companies have the right to use sub-processors for the processing of the Customer’s Personal Data. A written agreement must be made with each sub-processor, containing the obligations to protect the Customer’s Personal Data specified in this section 4 Terms and Conditions of Data Protection to the applicable extent. The sub-processors are described in the Data Processing Policy document. The Data Processor informs the Customer of new sub-processors before starting the processing.

The Data Controller has the right to object to the use of a new sub-processor in writing on justified grounds pertaining to data protection within two (2) weeks of receiving the notification. In this case, the Data Processor continues the processing subject to the agreed terms and conditions until (i) both parties have agreed to end the processing and to return the Customer’s Personal Data to the Data Controller or to transfer it to a new service provider, or (ii) both parties have agreed on a way to continue the processing and the related costs.

4.10 The Data Controller accepts that the Customer’s Personal Data may be processed by sub-processors that are located outside of the Data Controller’s home country. If the Customer’s Personal Data is transferred outside of the EU or the EEA, the Data Processor must, on behalf of the Data Controller, carry out the proper protective measures to guarantee and secure the data subjects’ rights and privileges in accordance with the requirements of the applicable data protection legislation. For instance, the Data Processor may, on behalf of the Data Controller, make an agreement in accordance with the standard data protection clauses approved by the European Commission on the processing of personal data in order to meet the requirements of the applicable data protection legislation.

4.11 The parties specifically state that the Supplier, acting as the Data Controller in relation to providing the service, processes Personal Data related to the Customer’s employees and decision-makers (for example, the Customer’s contact persons or Software users) or other persons (for example, persons presented in the Software Information). This data is processed for the purpose of maintaining the service and for error diagnostics, customer service, invoicing, communication and marketing, developing and providing new services and for other similar purposes (“Supplier’s Personal Data”). The Supplier’s Personal Data is collected from different sources. It can be generate in connection with using the service (for example, login data or invoice processing data) or be included in the Information processed in the Software (for example, accounting receipt data). The Supplier is responsible for ensuring the lawfulness of the processing. The parties are aware that the processing may result in obligations both for the Customer and the Supplier, such as the obligation to notify the persons to whom the Supplier’s Personal Data refer of the processing. Further information on the processing of the Supplier’s Personal Data is available on our website.

4.12 Pursuant to the data protection legislation, a data subject has the right to access the data (inspection rights), to request the correction or removal of data or to limit the processing of the data. The Supplier does not directly respond to queries or requests by data subjects in relation to the Customer’s Personal Data. The Supplier provides the Customer with a service that makes it possible to implement the inspection right. The service may be subject to a service charge.

4.13 The Data Controller and the supervisory authority have the right, in accordance with the applicable data protection legislation, to carry out inspections to ensure that the Processor complies with its contractual obligations in the processing of the Customer’s Personal Data. The Data Controller may carry out such an inspection once a year. The inspection may also be carried out by an external inspector, provided that the inspector is committed to confidentiality obligations that can be reasonably accepted by the Data Processor. The parties agree on the time, scope, duration and other details of the inspection well in advance. The inspection must be carried out in a manner that does not disturb the Data Processor’s business or breach the Processor’s obligations to third parties (including but not limited to the Processor’s other customers, partners and suppliers). The Data Controller must compensate for the inspection costs, as agreed.

5 IDENTIFICATION DATA

5.1 The Customer must ensure that the Customer and all of the assigned Users store their usernames, passwords, and variable passwords in a secure location separate from each other. The Customer must ensure that the identification data described above are not disclosed to third parties. If the identification data is disclosed to third parties, or the Customer suspects that it may have been disclosed to third parties, the Customer must notify the Supplier of this without delay in order to prevent unauthorized use of the Software. The Supplier is entitled to interrupt the use of the Software after the Customer has notified the Supplier of a possible disclosure of identification data to third parties until new identification data have been implemented.

5.2 The Customer is responsible for commitments and other operations made using their identification data until the Supplier has received the notification of the disclosure of identification data to third parties and the Supplier has had a reasonable amount of time to prevent the use of the Software.

5.3 Identification data correspond to a Customer’s signature when entered in the manner required by the Software.

5.4 If a User has handled their identification data carelessly or otherwise contributed to the disclosure of the identification data to a third party, the Customer is responsible for all of the expenses caused to the Supplier or a third party due to the User’s actions.

6 GENERAL RIGHTS AND OBLIGATIONS OF THE SUPPLIER

6.1 The Supplier provides the Software professionally and carefully, in accordance with the Terms and Conditions. The Supplier has the right to include open source code software in the Software.

6.2 The Supplier must notify the Customer without delay of any issues that could prevent the use of the Software as specified in the Terms and Conditions or endanger the privacy of the Customer’s Information.

7 GENERAL RIGHTS AND OBLIGATIONS OF THE CUSTOMER

7.1 The Customer is entitled to use the Software in its internal operation as specified in the Terms and Conditions. However, the Customer has the right to assign the Customer’s Accounting Office or an accountant and an auditing company or an auditor as the User and thus allow them to use the Software.

7.2 The Customer, the Accounting Office or the User is not entitled to resell or otherwise distribute the Software to third parties unless otherwise specifically agreed upon (Accounting Office Cooperation Agreement or another similar agreement).

7.3 The Customer is responsible for the acquisition and condition of equipment, connections, software, and operating environment required for using the Software. The Customer is responsible for the protection of their data system, their communications costs and other similar costs related to the use of the Software. The Customer must ensure that the equipment, connections, software and data systems meet the operating environment requirements submitted by the Supplier and that the Software is suitable for the Customer’s purposes.

7.4 Unless otherwise agreed, the Software is located on a server maintained by the Supplier or a third party. The Customer must ensure that the Customer or Users assigned by the Customer do not try to copy the Software from a server, examine, alter or copy the source code of the Software, otherwise disturb the operation of the Software, or access in an unauthorized manner the database, customer information or information saved by other customers.

7.5 The Customer must not allow the use of the Software in a country that opposes any legal restrictions concerning technology export or where the use of the Software would be illegal or require a permit or insurance, or cause the Supplier a more extensive responsibility or obligation that deviates from this agreement or Finnish laws.

7.6 The Customer is responsible for the use of the Software, the content of the Information and the exchange of information performed using the Software.

7.7 The Customer assures that the Customer, its direct and indirect shareholders or associates, and senior managers are not subject to Sanctions. The Customer agrees to notify the Supplier without delay should these circumstances change during the contract period in a way that would make the assurance given herein untrue. Irrespective of what has been agreed on the limitation of liability, the Customer is liable for all losses, damages and costs incurred by Accountor Group companies because the assurance given by the Customer herein is untrue or the Customer has neglected its duty to notify.

8 GENERAL RIGHTS AND OBLIGATIONS OF THE USER

8.1. By using the Software, the User agrees to comply with these Terms and Conditions in the role of the User. The Software may only be used by a legally competent adult authorized by the Customer and the use must be in compliance with these Terms and Conditions.

8.2 The User must keep the username and password in a secure place and not disclose them to any third parties. The User is responsible for the use of the Software with his or her username and password. The User will notify the Supplier without delay of the disclosure of a password to a third party or a suspected unauthorized use of a username or password. At the request of the Supplier, the User must change the password necessary for the use of the Software, if it is considered necessary due to a data security threat targeted at the Service.

8.3 In order to ensure the data security and usability of the Software, the Supplier may terminate a User’s network connection to the Software if the User is not using the Software.

9 PRICE AND PAYMENT TERMS OF THE SOFTWARE

9.1 The price and payment terms of the Software are described in the Supplier’s currently valid Price list included in the selected Service Description. The Supplier may revise the price by notifying the Customer of the revision at least thirty (30) days before the change enters into force.

9.2 Prices include currently valid public fees regulated by authorities apart from value added tax. Value added tax is added to prices according to current regulations. If the amount or charging grounds of public fees regulated by authorities change due to a change in provisions or taxation practices, prices will be changed accordingly.

9.3 Any notifications concerning invoices must be made within ten (10) days of the invoice date.

9.4 If an invoice is not paid by the due date, penalty interest will be accumulated on the overdue sum according to the current Interest Act until the Supplier has received the total overdue payment, including the penalty interest. The penalty interest will be calculated for each day after the due date. In addition to the penalty interest, the Supplier may prevent the use of the Software until the Customer has paid all overdue payments to the Supplier.

9.5 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.

10 INTELLECTUAL PROPERTY RIGHTS AND CUSTOMER’S DATA

10.1 The Software is the sole property of the Supplier and/or a third party, and it may be protected by a copyright or another intellectual property right. The User will not be granted any rights to the Software, technology or content other than the user rights to the Software as specified in these Terms and Conditions. On the basis of these Terms and Conditions, no rights will be granted to use the Supplier’s or the Software’s business names, logos, domain names or other brand names or identifiers. The Supplier can freely use, without compensation, suggestions, comments or proposals that it has received.

10.2 The ownership and intellectual property rights to Information saved in the Software belong to the Customer or a third party.

10.3 The Customer will be responsible for the Information saved by Users in the Software and for having the right to use the Information without violating the rights of third parties or currently valid legislation.

10.4 The Customer is responsible for all of the costs and claims and requirements presented to the Supplier or its group companies that are either directly or indirectly due to Information or the Customer’s violation of these Terms and Conditions. The Supplier has the right to defend itself against the claims mentioned above.

10.5 Unless otherwise provided by the Terms and Conditions of Data Protection in section 4, the Supplier is entitled to use the Information as follows:

a) The Supplier may freely compile and disclose Information to group companies or third parties for the purposes of preparing statistics reports, improving the Software, producing information services, and other similar purposes, provided that the individual Customer, User or other natural person the information concerns cannot be identified, recognized or traced either directly or indirectly from the statistics, reports or information services produced.

b) The Supplier may use the Information to target its own services or the services of third parties to individual Users or Customers within the Software. In this case, the Information may be disclosed to the party that provides the service based on the targeting, with the Customer’s specific consent. However, the Customer may forbid the targeting of services in the Software.

b) The Supplier may use the access information for issuing invoices related to the use of the Software and for targeted marketing. The Supplier may share this access information with subcontractors and partners. By agreeing to the terms of this agreement, the Customer authorizes the Supplier to provide the Accounting office with a monthly summary required for issuing invoices related to the Software.

c) The Customer’s specific consent is required for using the Customer’s own information in the production of information services concerning the financial situation of the Customer and disclosing the Customer’s Information, except in cases where these activities are included in the Software according to the Service Description.

d) The Supplier may process and disclose information to third parties provided that individual persons can be identified from the Information only as instructed by the Customer and in compliance with data protection legislation.

10.6 Unless otherwise agreed in writing, the Supplier is responsible for backing up the Customer’s Information in a Software provided via a data network or for another technical procedure leading to the same result at least once every workday. The Customer will be responsible for other backups.

10.7 If the Information saved by the Customer in the Software has been destroyed, lost, altered or damaged in parts or completely by the Customer’s actions, the Supplier may charge the Customer for the recovery of the information.

10.8 At the termination of the Agreement, the Supplier is obligated to reasonably assist in transferring the Customer’s data in the Supplier’s possession to a party appointed by the Customer. Unless otherwise agreed in writing, the obligation to provide assistance ends after three (3) months from the termination of the Agreement. Any services related to the Supplier’s obligation to provide assistance are charged in accordance with the Supplier’s price list.

11 LIMIT OF LIABILITY

11.1 In addition to the assurances specifically stated in these Terms and Conditions, the Supplier will not grant any other assurances on the applicability of the Software for a specific purpose, the quality of the Software, integrity of third parties’ rights, or other issues.

11.2 The Supplier is not responsible for any indirect losses to the Customer or an Accounting Office. The Supplier’s maximum amount of compensation in any case is the total price paid by the Customer or Accounting Office to the Supplier for the use of the Software excluding value added tax for two (2) months prior to the damage and a maximum of ten thousand (10,000) euros during this contracting relationship.

12 CONFIDENTIALITY

12.1 The parties or their employees or group companies may not use or express the confidential information of another party to a third party other than as specified in these Terms and Conditions. The parties must handle the confidential information of another party at least with the same diligence as they would their own confidential information provided that the confidential information is always handled at least with reasonable diligence.

12.2 The Supplier is entitled to include the Customer in a reference list.

13 FORCE MAJEURE

13.1 The Supplier may postpone the delivery date, cancel the agreement or change the Software without causing implications to the Supplier if it cannot continue its business operations due to a reason that it has had no reason to consider when making the agreement and of which the Supplier is independent. Such events may include war, rebellion, civil unrest, requisition or confiscation for public use performed by an authority, import or export prohibition, natural disaster, interruption of public transport or energy supply, labor dispute or fire, disturbance in communications network or other online communication independent of the Supplier, or other significant reason in terms of its impacts independent of the Supplier. If the reason for the delay continues for more than three (3) months, the Customer is entitled to terminate the agreement in writing.

14 VALIDITY AND TERMINATION

14.1 This agreement includes the following documents as inseparable parts listed in the order in which they are applied: 1) Customer agreement or an order or registration form or partnership agreement, such as an Accounting Office Cooperation Agreement, 2) Service Description, 3) Special Terms of the Service Description, 4) Price list, 5) Data Processing Policy documents, and 6) these Terms and Conditions.

14.2 The Supplier may change these Terms and Conditions and other currently valid agreement terms on the basis of changes in legislation, contractual usage in the field, or the content of the Software, or for another reason related to the Software. By using the Software, the User approves the currently valid version. The Customer and the Accounting office must be notified of changes to the terms thirty (30) days before they enter into force at the latest either in connection with the Software or with a separate message. If the Customer or the Accounting Office does not approve the changes to the terms, they can terminate the agreement with a notice period of no more than six (6) months, and the changed terms will not enter into force during the notice period.

14.3 Unless otherwise agreed upon between the parties, this agreement remains in force for an indefinite term and the Customer may terminate this agreement subject to one (1) month’s notice and the Accounting Office or the Supplier may terminate this agreement subject to three (3) months’ notice subject to the provision that the agreement will then terminate on the last day of the month when the agreement terminates. A fixed-term Software user right is valid until the end of the agreed period.

14.4 A party may terminate the agreement in writing immediately if (i) the other party is declared bankrupt or placed into liquidation, or if it becomes permanently insolvent, performs transfers or actions that favor creditors, or (ii) if the other party is in significant breach of its contractual obligations and has not rectified the violation within thirty (30) days after receiving a notification from the other party on the matter.

14.5 The Supplier has the right to cancel the contract or limit its contractual obligations for a justified reason that is related to Sanctions. The Supplier is not liable for losses caused by such cancelling or limiting.

14.6. If the Customer does not use Software that is offered to the Customer free of charge, the non-use of the Software, as specified in the Service Description, is regarded as the termination of the agreement. The Customer’s right to use the Software ends at the end of the notice period.

15 GENERAL TERMS

5.1 A party has no right to transfer the agreement or any part thereof without the other party’s written consent. However, the Supplier may transfer the agreement to its group company at any time or to a third party in connection with a company reorganization or a business transaction, or at the sale of a significant part of the Supplier’s assets that the Agreement concerns. The Supplier may transfer any contractual overdue payments to a third party by notifying the Customer of the transfer in writing. The Supplier may use Subcontractors for the provision of the service subject to the terms and conditions of data protection in accordance with section 4.

15.2 If a specific condition is considered illegal, invalid or such that it cannot be entered into force, it will not affect the validity, legitimacy, or implementation of other terms or the whole agreement.

15.3 If a party does not use a right that is based on this agreement, it will not limit the party’s right to refer to the agreement terms later in a similar case.

15.4 This agreement does not form a joint company, employment or franchise, agency or other consortium between the parties and entitle a party to represent or make any commitments, agreements or assurances on behalf of the other party.

15.5 All of the information and notifications related to this agreement addressed to the other party must be delivered in writing (i) as a registered letter in which case the notification is considered to have been received by the other party within seven (7) days after it has been posted, (ii) as an express letter in which case the notification is considered to have been received by the other party within two (2) days after it has been posted, (iii) by email in which case the notification is considered to have been received by the other party at the time it has been sent, or (iv) by including a notification in connection with the Software. Notifications must be addressed to an official registered address or another recorded address.

15.6 Finnish law applies to these Terms and Conditions, apart from the conflict of law rules. All disputes that arise from these Terms are resolved finally by one arbitrator according to the regulations of the Arbitration Institute of the Finland Chamber of Commerce. The arbitration location is Helsinki, and the arbitration language is Finnish. The arbitrator’s verdict is final, binding to both parties and it can be entered into force by any competent court. The other party can apply for a temporary precautionary procedure. At the request of the Supplier, any claims concerning outstanding accounts will be resolved at the general court of the defendant’s domicile.

16 SPECIAL TERMS AND CONDITIONS OF THE PROCOUNTOR SOFTWARE

16.1 These special terms and conditions of the Procountor software in accordance with section 16 apply if and to the degree that the software specified in the Service Description is a product version of the Procountor software.

16.2 The Main user refers to a natural legal person selected by the Customer who is granted the main user’s rights to the Software, including the right to establish new usernames.

16.3 At the Customer’s request, the Supplier can create a new username or a password for the Main user. If it is considered necessary due to data security reasons, the Supplier can at any time request the Customer to change one or several passwords of their Users, or if necessary, close one or several usernames temporarily, or otherwise prevent the use of the Software that threatens data security. The Supplier and the Customer can agree separately on the use of another personal or company-specific identifier or certificate.

16.4 The user rights of the Main user enable adding new users to the service. The Software may only be used by assigned Users that have been added to the service by the Main user. The Main user can create new Users within the terms of this agreement and specify the extent of their user rights according to set limits. The user right is personal and only applies to the assigned User. The Customer agrees to specify assigned Users to the extent currently requested by the Supplier. The Supplier may also check the Customer’s assigned Users from the Software or a database at any time.

16.5 The Supplier can provide a trial access to the Software for the Customer before the Order is approved. The Customer may use trial access rights to test the Software and to prepare for the deployment of the Software as described in these Terms and Conditions. Trial access rights must not be used for any other use without a prior written permission from the Supplier.

16.6 Unless otherwise agreed in writing, at the end of the contracting relationship, the Customer may save Information the Customer has saved in the Software before the contracting relationship will be terminated. If requested, the Supplier will deliver Information saved by the Customer in the Service in a commonly used electronic format. The Supplier may charge a fee for collecting, processing and disclosing data according to the Price List. The Supplier’s obligation to store Information saved in the Service by the Customer ends after three (3) months from the termination of the agreement. Regardless of the termination of the contractual relationship, the Supplier may store files, documents or their copies considered necessary for a justified reason in accordance with the terms and conditions of data protection agreed in section 4.

16.7 The payment transaction service requires that the Customer makes a separate agreement on payment transaction services with their bank. The Customer authorizes the bank to record the contact information submitted by the Supplier as the agent of payment transactions and the recipient of bank statements and other payment input. The Customer records the identifier information received from the bank into the account information in the Software. Payment transaction services will be available when the account number information and the business IDs of the bank and the Software are consistent.

16.8 The Customer must ensure that the user rights for payment transactions are not disclosed to any party other than persons who have been authorized to access the Customer’s bank account and also that the authorized persons follow such diligence in using the bank account and its identifiers that the account and its information cannot be used by any third party.

16.9 Invoices and other transactions are paid according to general and specific payment transaction agreements between the Customer and a bank. Payments are transferred solely on the basis of the bank account number stated on a payment transaction. The Customer ensures that the bank account number stated in the basic data of the Software and a payment transaction is correct.

16.10 The Customer authorizes the Supplier to electronically sign, on its behalf, tax returns and other data sent from the Software or created by the Customer or an Accounting Office in a manner required by the Finnish Tax Administration or another party. The Customer authorizes the Supplier to make any necessary technical agreements and arrangements for sending and receiving e-invoices, sending printed materials, receiving scanned invoices, preparing periodic tax returns, sending notifications on salaries to the Tax Administration, pension insurance companies and trade organizations, and sending and receiving other electronic data in a manner that enables the efficient technical use of the service.

17 SELLING THE SOFTWARE TO CUSTOMERS WITH AN ACCOUNTING OFFICE ACTING AS THE AGENT

17.1 The Accounting Office may provide the software specified in the Accounting Office Cooperation Agreement to their customers that have a good reputation and good credit according the Supplier’s currently valid terms of agreement and these terms and conditions.

17.2 The Accounting Office must reliably verify the account access and signature rights of the Customer’s representative. A signed order form must be submitted to the Supplier. The Supplier may reject an order, if necessary.

17.3 The Accounting Office may sign an order form on behalf of the Customer if the Accounting Office has received the necessary authorization from the Customer separately or as part of their service agreement. In such a case, a signed authorization must also be submitted to the Supplier with the order. The Accounting Office must ensure that the Customer is aware of the use and other terms of the Software and that the Customer agrees to comply with these terms and conditions.

17.4 The Supplier pays the Accounting office a sales commission for the use of the Software by Customers represented by the Accounting office according to the Accounting Office Cooperation Agreement or its appendices.

17.5 The Accounting Office’s entitlement to the sales commission begins when the Accounting Office has informed the Supplier of the commencement of the representation relationship in writing. The Accounting Office’s entitlement to the sales commission ends if the representation relationship with the Customer ends (for example, if the Customer begins to use another accounting office or handle their accounting internally). The Accounting Office must notify the Supplier immediately if the representative relationship of the Accounting Office to the Customer is terminated. The notification must be submitted in writing.

17.6 A sales commission for one Customer will only be paid for one Accounting Office at a time. If the Customer uses several Accounting Offices for their accounting office services, only the first party representing the Customer will receive the sales commission.

17.7 The Supplier can offer various materials and guidance for the Accounting office related to offering the Software, opening a customer relationship, implementation, user training, customer support and other service areas. The Accounting Office must follow these instructions.

17.8 The Accounting office sets up each new customer in the Software. For Procountor Ledger software, Customers are directly in the production use, and for Procountor Financials software, the Supplier transfers the Customer to the production use after processing the Customer’s order. The Accounting Office must ensure that the necessary bank connection authorization has been signed and sent to the bank and that the Customer’s main user can access the Software.

17.9 The Accounting Office will ensure the suitability of the Customer’s computer equipment, operating system and software package as the operating environment of the Software. If the Customer requires assistance in the implementation of the Software, the Accounting Office must provide the assistance or arrange training.

17.10 The Accounting office must provide necessary support in the use of the Software for their Customer. If the Accounting Office is not able to answer the Customer’s question or resolve a problem related to the use of the Software, the Accounting Office will contact the Supplier’s customer support. The Accounting Office must inform the Customer of the reply.

17.11 The contact person of the Accounting office is responsible for communication in their own organization so that the personnel of the Accounting office receive necessary information related to the use of the Software. The Accounting Office must inform the Supplier of any relevant changes in their operation. In addition, the Accounting Office must inform the Supplier without delay of any claims or feedback that concern the Supplier.

17.12 The Supplier grants the Accounting Office the right, but not an exclusive right, to the use the Finago, Tikon or Procountor trademarks. These rights only apply to marketing, presentation and training procedures as specified in this agreement and are valid only during the validity of this agreement.  Each trademark must be used according to instructions provided by the Supplier or the method of use must be separately agreed. The use of the trademark must not be misleading, and it must be mentioned that the trademark belongs to the Supplier whenever it is used.

17.13 The Accounting Office agrees not to register anywhere a trademark or a service trademark, business name, Internet domain, or any other right, name, or brand that can registered that could be mixed up with one of the Supplier’s trademarks.

17.14 Copyrights and trademarks and any confidential information related to the Software belong to the Supplier or third parties. No intellectual property rights are transferred to the Accounting Office with this Agreement. The Accounting Office agrees not to remove trademarks or the Supplier’s logo or other company identifiers from the Software and marketing or training material or the Supplier’s other materials or documents.

17.15 The Accounting office agrees not to use, either directly or indirectly, information received through this agreement, the Software, marketing material, or otherwise through the Supplier for developing a similar, competitive software or part of software during the validity of this agreement or within twelve (12) months after the termination of the agreement.

17.16 The Accounting Office must notify the Supplier immediately of any violations to the Supplier’s rights that they observe.

17.17 The Supplier will not be responsible for any commitments or promises made by the Accounting Office related to the content, delivery, or use of the Software apart from what is stated in this agreement or the standard customer agreement and its appendices.

17.18 This agreement does not grant the Accounting office exclusive rights to marketing or offering the Software, and it does not in any way restrict the Supplier’s right to sell, market or offer the Software either directly or through other Accounting offices, retailers or representatives. The Accounting Office cannot transfer any rights or obligations under this agreement to a third party.

18 SPECIAL TERMS FOR ON-PREMISES SOFTWARE

18.1 These special terms for on-premises software in accordance with section 18 apply if and to the degree that the Software specified in the Service Description is a software version downloaded and to be used on the Customer’s own server. If these special terms are contradictory to what has been agreed elsewhere in these Terms and Conditions, these special terms apply.

18.2 On-premises Software refers to software or a software component that is marketed or licensed to the Customer and installed locally rather than to several customers and delivered over a data network, including its user manual or other documentation and a possible data carrier. A new version of an On-premises Software refers to an On-Premises Software that has been extended with new functional features. A Manufacturer refers to a supplier or a third party that holds the intellectual property rights of the object of delivery.

18.3 On-Premises Software is faulty if the On-Premises Software does not function essentially as described in the specifications, or otherwise does not correspond to the agreement made by the parties.

18.4 The Customer will download the On-Premises Software from a server indicated by the Supplier. Unless otherwise agreed, the Customer is responsible for installing the software.

18.5 The Customer is responsible for ensuring that the environment of use meets the requirements set for environments of use by the Supplier.

18.6 The intellectual property rights for the On-premises Software belong to the manufacturer. The Customer will receive a user right to the In-premises Software in accordance with the agreement. Unless otherwise agreed in writing, the Customer will receive a device-specific user right for the In-premises Software for the purpose of its own internal operations. The Customer has no right to use the In-premises Software to provide service center or user services related to the use of the In-Premises Software to third parties without separate written consent from the manufacturer. The user right does not apply to the Customer’s Group companies as referred to in the Accounting Act. The user right is not extended in case of a merger, division, acquisition, asset deal, company reorganization, or other organizational change (internal or external to the group) involving the Customer without the Parties separately agreeing in advance and in writing about the terms of changing the scope of the rights. In one of the aforementioned situations, the Parties will immediately launch negotiations to review the effects of the changes to the user rights. If the Parties fail to reach a mutual understanding within three (3) months of the negotiation invitation issued by one of the Parties, the Supplier has the right to terminate the user right with immediate effect. The Customer may, with prior agreement from the Supplier, transfer its user right to another company for a separate transfer fee.

18.7 The Customer has the right to make a backup copy of the On-premises Software if it is necessary for the use of the On-premises Software. However, the Customer has no right to make copies otherwise, nor may it allow it to be copied even for private use. Any copies must include the same markings concerning copyright, trademark, etc. as the original copy of the software. Same terms are applied to the copy as to the original. The Customer has no right to modify the In-premises Software or have the In-premises software modified without separate written consent from the manufacturer. After the end of the On-premises Software or its user right, the Customer must, as chosen and requested by the Supplier, either destroy or return the On-premises Software and its backup copy, as well as any user instructions and other documentation prepared by the Supplier for the On-premises Software.

18.8 With consent from the Customer, the Supplier may replace the On-premises Software specified in the Agreement with a new version of the On-premises Software or another software. In terms of functions, performance and other features, the new version of the On-premises Software or other software must essentially meet the specifications and any requirements agreed upon by the Parties in writing. The installation of the new version of the On-premises software or another software is carried out in accordance with the agreement concerning the original On-premises software. The Supplier has the right, without notifying the Customer in advance, to make improvements to the On-premises Software before delivery, provided that the On-premises Software still essentially meets the specifications and the requirements agreed upon by the Parties in writing.

18.9 The Supplier commits to correcting any faults in the On-premises Software reported by the Customer during the warranty period in writing, without undue delay and free of charge. The fault can be fixed by going around the error or providing the Customer with written instructions on how to go around the error, provided that this can be done without causing additional costs and substantial inconvenience to the Customer. The warranty period is 90 days from the date of delivery of the On-site Software. The warranty requires that the On-site Software is used in an environment agreed upon or otherwise specified by the Supplier. The Supplier may choose to carry out repairs under warranty from its office or by other suitable means.  The warranty does not cover the correction of errors caused by: (a) use that is in violation of the Agreement or the written instructions provided by the Supplier, or (b) a product not by the Supplier, or (c) modifications or corrections made by the Customer or a third party.

18.10 If the fault reported by the Customer is not covered by the warranty, the Supplier has the right to charge a fee for finding and locating the fault in accordance with agreed grounds for charge. In addition, the Supplier has the right to charge the Customer for correcting a fault not covered by the warranty. The Supplier’s responsibility for faults in the On-premises Software is limited to fulfilling the warranty obligations specified in section 7. After the end of the warranty period, the Supplier’s responsibility for faults in the On-premises Software is limited to the obligations possibly specified in a maintenance and support agreement.

18.11 The Supplier is responsible for ensuring the availability of maintenance and support for the On-premises Software for a minimum of five (5) years from the date of delivery. In addition, the Supplier is responsible for ensuring that support and maintenance are available for all versions of the On-premises Software for a minimum of twelve (12) months from the publication of the following version of the On-premises Software. The Supplier must notify the Customer about support and maintenance becoming unavailable at least six (6) months in advance.

18.12 The Customer is obligated to maintain reliable records that enable the verification of compliance with agreed terms of use and other obligations. The Customer must, at the request of the Supplier and at regular intervals, verify the Customer’s user volumes, number of persons, use volumes and other applicable indicators for the Supplier’s products and services. The Supplier, or, if selected by the Customer, an approved and independent auditor, also has the right to audit the documents listed above at the Customer’s premises. The Supplier has the right to conduct the audit at reasonable intervals; however, the audit must be conducted at least once every 6 months. The inspection must be carried out during the Customer’s normal business hours. The Supplier is responsible for all of the expenses caused to the Supplier by the inspection. However, if any breaches of the terms of user right or unpaid user right fees are detected during the inspection, the Customer must without delay pay the remaining difference to the Supplier and/or correct the error/defect. In addition, the Customer must pay all reasonable expenses that the inspection has caused to the Supplier. The Supplier is obligated to ensure the confidentiality of all account and bookkeeping material it has received, and it must commit to not use them for purposes other than those mentioned in the Agreement.

19 SPECIAL TERMS OF MAINTENANCE SERVICES

19.1 These special terms of maintenance services in accordance with section 19 apply if and to the degree that the Software specified in the Service Description is a software version downloaded to be used on the Customer’s own server and the maintenance of the Software has been agreed upon in the Service Description. If these special terms are contradictory to what has been agreed elsewhere in these Terms and Conditions, these special terms apply.

19.2 The Supplier is responsible for (a) the maintenance service being provided by staff with expertise on the Software, and (b) the maintenance services are carried out carefully and with the required competence, in accordance with the agreed schedule. Maintenance services are carried out in accordance with the Supplier’s working methods. The Supplier must document all measures carried out for the maintenance service appropriately and, if requested by the Customer, identify the individual measures.

19.3 If agreed in writing that the Maintenance service will be completely or partially provided as remote work, the Supplier is, for its part and at its own expense, responsible for ensuring that it has the data connections, devices, software and data security systems required for remote work.

19.4 The Customer must ensure that persons carrying out maintenance services have, in compliance with agreed instructions and regulations, access to the Customer’s devices and software required for performing the maintenance services. At the request of the Supplier, the Customer must provide the Supplier with user manuals and other documentation related to the software to enable them to perform the Maintenance Services.

19.5 At the request of the Supplier, the Customer must, free of charge, provide the Supplier with premises, data carriers and other equipment and information related to the use of devices and software that the Supplier may justifiably need for performing maintenance services. If any error messages occur, the Customer must report them immediately and call maintenance and, when requested, identify or describe the error. At the request of the Supplier, a representative of the Customer must be reachable while the maintenance services are being carried out.

19.6 If agreed in writing that the Maintenance service will be completely or partially provided as remote work, the Customer is, for its part and at its own expense, responsible for ensuring that it has the data connections, devices, software and data security systems required for remote work. Unless otherwise agreed in writing, the Customer is responsible for installing software updates and new versions of software in its use environment. For any matters regarding Maintenance services, the Customer’s contact person indicated in the Agreement or otherwise in writing will contact the Supplier.

19.7 The parties to the agreement agree in writing on the content and service level of the maintenance service, as well as the possible consequences of deviating from the service level. If no agreement has been made concerning the content and service level of the maintenance service, the Supplier’s currently valid terms of maintenance are regarded as primary and those of the manufacturer as secondary.

19.8 A software error can be fixed by going around the error or providing the Customer with written instructions on how to go around the error, provided that this can be done without causing additional costs and substantial inconvenience to the Customer, or by providing the Customer with a software update that can be used to fix the error or go around it.

19.9 Maintenance provided for a regular fee does not cover software modifications or the correction of errors caused by: (a) use that is in violation of the Agreement or the written instructions provided by the Supplier, or (b) a product not by the Supplier, or (c) modifications or corrections made by the Customer or a third party. If the fault reported by the Customer is not covered by the regular fee, the Supplier has the right to charge a fee for finding and locating the fault in accordance with agreed grounds for charge. In addition, the Supplier has the right to charge the Customer for correcting a fault not covered by the regular fee as agreed.

20 SPECIAL TERMS OF CONSULTING AND OTHER EXPERT SERVICES

20.1 These special terms of consulting and other expert services in accordance with section 19 apply if and to the degree that it has been specified in the Service Description or the Customer has otherwise ordered a customer-specific consulting service that requires software expertise pertaining to the use or content of software. If these special terms are contradictory to what has been agreed elsewhere in these Terms and Conditions, these special terms apply.

20.2 Unless otherwise agreed in writing, the intellectual property rights of any documents and other results of the expert service and any modifications thereto made by the Supplier belong to the Supplier.

20.3 Unless otherwise agreed in writing, the Customer has the right to use the documents and other results of the expert services in its internal operations. The user right does not apply to the Customer’s Group companies as referred to in the Accounting Act, and it is not extended in case of a merger, division, acquisition, asset deal, company reorganization, or other organizational change (internal or external to the group) involving the Customer without the Parties separately agreeing in advance and in writing about the terms of changing the scope of the rights.

20.4 The Customer or Accounting Office may not employ a person who is currently or has previously been employed by the Supplier and that works or has worked with central tasks related to the expert service in question, nor may they enter into a contract or otherwise agree on an arrangement with the purpose of acquiring the contribution of the person until six (6) months from the end of the expert service or employment relationship, depending on which ends first. If a party to this Agreement breaches this recruitment restriction, the Party is liable to pay to the other Party a contractual penalty equal to the person’s gross salary subject to tax of 6 months. However, the recruitment restriction will not be applied if the employment relation of the person in question has been terminated due to a reason pertaining to the employer, or if the employment relationship is initiated by the person responding to a public job ad.