Käyttöehdot

1. Parties

1.1 Service Provider

• Company name: Tangently Oy
• Business ID: 3544849-7
• Registered address: 01490 Vantaa
• Country of incorporation: Finland

1.2 Customer

The legal entity or individual accepting these terms by subscribing to or using the Service.

1.3 The Service Provider and the Customer are hereinafter jointly referred to as the “Parties” and individually as a “Party”.

2. Acceptance and Purpose of the Agreement

2.1 By accessing, subscribing to or using the Service, the Customer confirms that it has read, understood and accepted these General Terms and Conditions (“Agreement”). The Agreement governs the Customer’s use of the Service and includes all additional terms and documents incorporated herein by reference including the following:

• Appendix 1: Data Processing Agreement (”DPA”)
• Appendix 2: Non-disclosure Agreement (”NDA”)

2.2 The purpose of this Agreement is to define the terms and conditions under which the Service Provider supplies the Customer with a software service delivered via a data network under a Software-as-a-Service (”SaaS”) model (“Service”).

3. Description of the Service

3.1 The Service is an AI-native financial planning, forecasting and reporting software platform provided under a SaaS model.

3.2 The Service enables Customers to consolidate and analyze financial data by integrating with third-party accounting, human resources (HR), customer relationship management (CRM) and other supported systems. The Service harmonizes such data into a centralized view and provides tools for financial planning, forecasting, scenario modeling, runway analysis and reporting.

3.3 Core functionalities of the Service may include, among others:

• AI-assisted financial planning and forecasting
• Scenario modeling and runway analysis
• Automated dashboards and financial reports
• Natural-language interaction with financial data
• Portfolio-level and multi-entity reporting
• Support for multiple end clients or entities within the same account

3.4 The Service is intended to support financial analysis, planning and reporting activities. The Service does not replace professional accounting, financial, legal or tax advice and the Customer remains solely responsible for the accuracy of its data, assumptions and decisions made based on the Service.

3.5 The Service uses artificial intelligence to generate forecasts, analyses and reports. Such outputs may contain errors or inaccuracies and are provided for informational purposes only. The Customer is responsible for validating all outputs independently. The Service Provider does not guarantee the accuracy or completeness of AI-generated outputs.

3.6 The exact features, integrations and functionalities available to the Customer may vary depending on the selected service plan and may be updated or modified by the Service Provider from time to time.

3.7 The Service is provided as described in the Service Provider’s documentation, product descriptions and service specifications valid from time to time.

3.8 The Service Provider may update or modify such documentation and the Service from time to time in the ordinary course of development. Material changes that significantly affect the Service shall be communicated to the Customer within a reasonable time.

4. Right of Use

4.1 The Service Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable and limited right to access and use the Service during the term of this Agreement for the Customer’s internal business purposes.

4.2 The Customer shall not:

• copy, modify, distribute, sell, lease or resell the Service
• reverse engineer, decompile or attempt to extract source code
• circumvent technical limitations or security measures
• use the Service unlawfully, abusively or contrary to good business practice

5. Availability, Maintenance and Development

5.1 The Service is provided on an “as is” and “as available” basis.

5.2 The Service Provider has the right to:

• develop, modify and update the Service
• change technical solutions or features
• perform maintenance that may temporarily affect availability

5.3 The Service Provider shall use commercially reasonable efforts to maintain the availability of the Service. However, the Service Provider does not guarantee uninterrupted or error-free operation of the Service.

5.4 The Service Provider’s target service availability is 99.9% per calendar month, calculated on a monthly basis, excluding scheduled maintenance, Force Majeure events as defined in section 16 and interruptions caused by the Third-Party Services or circumstances outside the Service Provider’s reasonable control.

5.5 Scheduled maintenance that may temporarily affect the availability of the Service shall, where reasonably practicable, be communicated to the Customer in advance.

5.6 The Customer shall promptly notify the Service Provider of any material interruptions or degradation in the availability of the Service.

5.7 If the monthly service availability falls below 98%, the Customer shall be entitled, as its sole and exclusive remedy, to a service credit corresponding to one (1) month’s Service fee, to be applied to the next billing period. No cash refunds shall be provided.

6. Disaster Recovery and Business Continuity

6.1 The Service Provider shall maintain reasonable technical and organizational measures designed to support the recovery of the Service in the event of a significant disruption, data loss incident or system failure (“Disaster”).

6.2 The Service Provider shall:

• maintain regular data backups in accordance with its internal backup policies;
• use commercially reasonable efforts to restore the Service and affected data within a reasonable timeframe following a Disaster.

6.3 The Service Provider does not guarantee specific recovery time objectives (RTO) or recovery point objectives (RPO), unless otherwise expressly agreed in writing.

6.4 The Service Provider shall not be responsible for delays or failures in recovery caused by Force Majeure events, Third-Party Services or circumstances outside its reasonable control.

7. Third-Party Services and Integrations

7.1 The Service may integrates or retrieves data from third-party systems, including but not limited to accounting software, customer relationship management (”CRM”) systems or other external services (“Third-Party Services”).

7.2 The Service Provider does not control, maintain or assume responsibility for Third-Party Services, their availability, functionality, accuracy, security or content.

7.3 Data retrieved from the Third-Party Services is provided to the Customer on an “as is” and “as available” basis. The Service Provider does not verify, validate or guarantee the completeness, accuracy or timeliness of such data.

7.4 The Customer is solely responsible for:

• ensuring it has the right to access and use data from the Third-Party Services,
• maintaining valid credentials and permissions for Third-Party Services, and
• verifying the accuracy and suitability of data imported into the Service.

7.5 The Service retrieves data from the Third-Party Services at scheduled intervals, currently no more than once per day, unless otherwise agreed.

7.6 The Customer acknowledges that data displayed in the Service may not reflect real-time information and may be subject to delays or discrepancies originating from the Third-Party Services.

7.7 The Service Provider shall not be responsible for decisions made by the Customer based on data that is outdated, incomplete or inaccurate due to synchronization timing or Third-Party Service limitations.

8. Customer Obligations and Acceptable Use

8.1 The Customer is responsible for:

• all activity occurring under its user accounts
• safeguarding usernames, passwords and access credentials
• ensuring its systems and internet connections function properly
• compliance with applicable laws and regulations

8.2 The Customer shall not use the Service to:

• transmit unlawful, harmful or infringing material
• violate third-party rights
• interfere with the integrity or security of the Service

8.3 The Service Provider may suspend access if misuse or security risks are detected.

9. Fees and Invoicing

9.1 Fees

The fees for the Service shall be agreed separately between the Service Provider and the Customer (for example in an order form, subscription plan, service description, online checkout or other written agreement) and shall be payable in accordance with the agreed pricing.

9.2 Billing and Payment Terms

Unless otherwise agreed, fees are billed in advance for the applicable billing period. Payment terms, billing frequency and accepted payment methods shall be as agreed with the Customer.

9.3 Taxes

All fees are exclusive of value added tax (VAT) and any other applicable taxes, duties or charges, which shall be added in accordance with applicable law.

9.4 Late Payments

Late payments may accrue statutory interest and reasonable collection costs in accordance with applicable law.

9.5 Changes to Fees

The Service Provider may adjust the fees applicable to the Service by giving at least thirty (30) days’ prior notice. Continued use of the Service after the effective date of the change constitutes acceptance of the revised fees.

10. Intellectual Property Rights

10.1 All intellectual property rights related to the Service, including patents (including utility models), design patents and designs (whether or not capable of registration), chip topography rights and other like protection, copyright, trademarks, trade names and any other form of statutory protection of any kind and applications for any of the foregoing respectively as well as any trade secrets remain the exclusive property of the Service Provider or its licensors.

10.2 The Customer retains ownership of its own data but grants the Service Provider a limited right to process such data for the purpose of providing the Service.

11. Intellectual Property Right Infringement

11.1 The Service Provider shall defend the Customer against any third-party claim alleging that the Service, as provided by the Service Provider and used in accordance with this Agreement, infringes a valid intellectual property right within the European Union, and shall indemnify the Customer for direct damages finally awarded by a competent court or agreed in a settlement approved by the Service Provider.

11.2 The Service Provider shall have no liability or obligation under this clause to the extent the claim arises from:

• use of the Service in violation of this Agreement or applicable law;
• modifications made by the Customer or a third party;
• combination of the Service with products, services, data or systems not provided by the Service Provider;
• Customer data or content provided by or on behalf of the Customer; or
• third-party software, systems or integrations.

11.3 If the Service becomes, or in the Service Provider’s opinion is likely to become, the subject of an infringement claim, the Service Provider may at its own option:

• procure the right for the Customer to continue using the Service;
• modify or replace the Service so that it becomes non-infringing without materially reducing its functionality; or
• terminate the Agreement and refund any prepaid fees for the unused time of the subscription term.

11.4 This section 11 states the Service Provider’s sole and exclusive liability and the Customer’s sole remedy for intellectual property infringement claims and is subject to the limitation of liability set out in section 14 of this Agreement.

12. Customer Indemnification

12.1 The Customer shall indemnify and hold harmless the Service Provider from and against any claims, damages, losses, liabilities, costs and expenses arising out of or related to:

• Customer data or content submitted, processed or stored through the Service;
• the Customer’s unlawful, unauthorized or non-compliant use of the Service;
• violation of applicable laws, including data protection, accounting or financial reporting regulations; or
• the Customer’s failure to obtain necessary rights, consents or authorizations for the processing of Customer data.

12.2 The Customer represents and warrants that it has all necessary rights and legal grounds to provide Customer Data to the Service Provider and to permit its processing in accordance with this Agreement.

13. Data Protection and Information Security

13.1 The Parties shall comply with applicable data protection legislation, including the EU General Data Protection Regulation (”GDPR”).

13.2 For the processing of personal data by the Service Provider on behalf of the Customer, the Parties have entered into a separate DPA under this Agreement.

13.3 The Service Provider may use subcontractors and cloud infrastructure providers, including providers located outside Finland, provided that applicable data protection requirements are met.

14. Limitation of Liability

14.1 To the maximum extent permitted by applicable law, the Service Provider’s total aggregate liability under this Agreement shall be limited to the fees paid by the Customer during the preceding twelve (12) months.

14.2 The Service Provider shall not be liable for:

• indirect or consequential damages
• loss of profit, revenue, business, or goodwill
• loss or corruption of data
• service interruptions or errors exceeding what has been agreed under section 5 (Availability, Maintenance and Development)

15. Term and Termination

15.1 This Agreement enters into force upon acceptance by the Customer and remains valid until terminated.

15.2 Either Party may terminate the Agreement with 30 days’ written notice.

15.3 The Service Provider may terminate or suspend access immediately in case of material breach, non-payment or misuse.

16. Effect of Termination

16.1 Upon termination:

• the Customer’s right to use the Service ceases
• access credentials are disabled
• the Customer is responsible for exporting its data prior to termination

16.2 Unless required by law, the Service Provider has no obligation to retain Customer data after termination.

17. Confidentiality

17.1 Each Party undertakes to keep confidential all non-public business, technical and commercial information received from the other Party and to use such information solely for purposes of this Agreement. The Parties have entered into a separate NDA under this Agreement.

18. Force Majeure

18.1 Neither Party shall be liable for failure or delay caused by events beyond reasonable control, including natural disasters, strikes, governmental actions, internet outages or failures of third-party infrastructure (”Force Majeure”).

19. Governing Law and Dispute Resolution

19.1 This Agreement shall be governed by the laws of Finland, excluding its conflict of law rules.

19.2 Any disputes arising out of or relating to this Agreement shall be resolved primarily through negotiations and, failing that, by the District Court of the Service Provider as the court of first instance.

20. Miscellaneous

20.1 The Service Provider may amend these terms by publishing updated versions on its website. Continued use constitutes acceptance.

20.2 The Customer may not assign this Agreement without the prior written consent of the Service Provider.

20.3 The Service Provider may assign or transfer this Agreement, in whole or in part, to an affiliate or to a third party in connection with a merger, acquisition, corporate restructuring, sale of business, or sale of all or substantially all of its assets, without the Customer’s prior consent.

20.4 If any provision is held invalid, the remaining provisions shall remain in force.

20.5 This Agreement constitutes the entire agreement between the Parties regarding the Service.