Terms & Conditions

Control Service Agreement

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

1. Agreement Formation and Parties

This Service Agreement forms through either execution of an Order Form or customer registration/access to the software service. The parties are Control (Finata Oy, Business ID 3483671-1, located in Helsinki, Finland) as Supplier and the registered customer as Customer.

2. Background

The Supplier develops and provides financial data management software services. The Customer seeks to use these services. The Agreement governs how the Supplier supplies the Control service and related professional services to the Customer.

3. Software Service

The Software Service manages and combines data from the Customer’s IT systems into a consistent format. It connects to Target Systems via interfaces, downloads selected data, formats it, and allows combination with data from other systems. Data downloaded or input becomes “Customer Data.”

4. Free Trial

During free trials, no subscription fees apply unless stated otherwise. The Supplier may limit features or data processing capacity. Either party may terminate without liability. After expiry, customers must enter a paid subscription or cease using the service. Continued use without payment allows the Supplier to suspend access.

The Software Service is provided during the free trial period on an “as is” and “as available” basis.

5. Professional Services and Deliverables

Professional Services scope is defined in the Order Form or separate written agreement. Completion dates and costs are non-binding estimates unless otherwise agreed. Services are invoiced on a time and materials basis. Minor deficiencies don’t prevent Deliverable acceptance, but the Supplier must correct them promptly.

6. Target Systems

The Customer ensures the Supplier has rights to connect to Target Systems and that such use doesn’t infringe their terms. The Customer assumes all Target System license fees and must reasonably assist in connections. Target System functioning and availability are the Customer’s responsibility.

7. Customer Data

The Customer controls what data downloads to the Software Service and what changes are made. Data may be downloaded or requested at any time. The Customer ensures Customer Data downloading complies with applicable laws, confidentiality obligations, intellectual property rights, and trade secrets.

8. Service Levels

The Supplier shall use its commercially reasonable efforts to make the Software Service available on a 24/7 basis, however, without any warranty as to the availability of the Software Service at any particular time.

The Supplier may suspend service for necessary maintenance with notification at the Web Site or via email.

9. Customers’ General Obligations

The Customer is responsible for service suitability and use compliance. All authorized users must comply with the Agreement. Users must protect credentials and promptly report suspected loss or unauthorized use. The Customer pays all fees according to invoices and maintains responsible devices and security.

10. Fees

Fees are set in the Order Form, Web Site, or written agreement. The Supplier may increase fees annually with 30 days’ notice, allowing termination. Fees exclude VAT. Monthly invoicing in arrears applies, with 14 days net payment terms. Interest accrues on overdue amounts per Finnish law.

11. Intellectual Property Rights

All Software Service rights belong exclusively to the Supplier or its licensors. The Customer receives a limited, non-exclusive, non-transferable right to use the service for internal purposes only: resale is prohibited.

Customer Data rights belong exclusively to the Customer. The Supplier receives a worldwide, non-exclusive right to use Customer Data solely for service provision. The Supplier may not use the Customer Data itself to improve the Software Service, or to train any AI models.

The Supplier may use anonymized statistical usage data for service improvement. Customers may provide feedback; the Supplier receives perpetual, transferable, sublicensable rights to such feedback without compensation obligations.

12. Infringement of Intellectual Property Rights

The Supplier defends against third-party IP infringement claims for Software Service use per the Agreement, provided customers notify promptly, assist, grant exclusive defense control, and refrain from settling without Supplier consent. The Supplier pays awarded damages.

If infringement occurs, the Supplier may acquire continued use rights, replace, or modify the service at its expense. If unavailable on reasonable commercial terms, the Supplier may terminate, reimbursing fees minus usage proportion.

Exceptions include claims based on customer affiliates, customer modifications, customer instructions, incompatible combinations, or failures to use the latest version.

13. Confidentiality

Confidential Information includes business plans, finances, products, research, and intellectual property disclosed in connection with the Agreement. Information already possessed, publicly available, independently developed, or legally required to disclose is excluded.

Recipients must use information only for Agreement performance, safeguard it with reasonable care, and disclose only to necessary Authorized Persons bound by similar confidentiality. Recipients are responsible for their Authorized Persons’ compliance.

The Disclosing Party provides the Confidential Information “as is” and no warranty is given. Upon request, information must be returned. Obligations survive termination for five years; trade secret protections may extend longer.

14. Data Protection

The Supplier acts as data processor for customer-collected personal data, subject to the Data Processing Agreement (Appendix 1). The Supplier also collects personal data as a controller per its privacy policies.

15. Data Security

Each Party is responsible for its own data security. Unless agreed otherwise, the Customer must backup Customer Data. If the Supplier backs up data, liability for loss is limited to returning data from the most current available backups.

16. Limitation of Liability

Total annual liability is capped at fees paid during that calendar year. Neither party is liable for indirect, incidental, or consequential damages like lost profits or data corruption. All Customer Data is downloaded, provided, modified and generated on an “as-is” basis.

Liability limitations don’t apply to willful misconduct, gross negligence, IP infringement claims, or confidentiality breaches.

17. Other Terms

The Supplier may use subcontractors and is liable for their acts. Neither party is liable for delays or non-performance from unforeseeable impediments (errors in utilities, export restrictions, industrial action, subcontractor impediments).

Amendments must be written and signed. Neither party may assign rights without prior written consent, except the Supplier may assign to group companies. Terms surviving termination by nature continue post-termination.

18. Appendices

Order Forms and the Data Processing Agreement (Appendix 1) are integral to the Agreement. Order Forms prevail in discrepancies; appendices are applied by number precedence.

19. Term and Termination

The Agreement becomes effective upon Order Form signature or customer acceptance via registration. The Customer may terminate with one month’s notice; the Supplier with three months’ notice. Either party may terminate immediately for cause if the other becomes insolvent or materially breaches without remedying within 30 days of written notice.

Upon termination, the customer’s license ends immediately. The Supplier makes Customer Data available for 30 days, then deletes it.

20. Governing Law and Disputes

The Agreement is governed by Finnish substantive law. Disputes are settled by arbitration under Finland Chamber of Commerce rules, with one arbitrator, seat in Helsinki, and English language proceedings. The Supplier may claim unpaid fees in public court.

21. Acceptance and Incorporation

This Service Agreement is incorporated by reference into any Order Form. By signing an Order Form or by registering for, accessing, or using the Software Service, the Customer acknowledges that they have read, understood, and agreed to be bound by all terms and conditions contained in this Service Agreement.