Control.dev service agreement

1. Parties

The parties defined in the Order Form are hereinafter jointly the “Parties” and each individually a “Party”.

2. Background

1. The Supplier is in the business of developing and providing a financial data related data management service that it offers to its customers as a software service. Furthermore, the Supplier provides professional services related to its software service.

2. The Customer is interested in taking the Supplier’s service into use in its business.

3. The purpose of this Service Agreement (”Agreement”) is to set out the terms and conditions under which the Supplier supplies the Control service (“Software Service”) and professional services (“Professional Services”) to the Customer as agreed in further detail below. The Software Service and the Professional Services hereinafter jointly the “Services”.

3. Software Service

1. The Software Service is a service that may be used by the Customer to manage and combine the data created by the Customer’s IT systems and services so that such data may be used by the Customer in a consistent format. The detailed scope and features of the Software Service are described by request or on the Supplier’s web site at https://control.dev/ (“Web Site”). The Web Site also contains the documentation of the Software Service.

2. The Software Service is used by connecting it to an IT system or service used by the Customer in its business (each such IT system or service a “Target System”) via interfaces. The Software Service downloads selected data from the Target Systems and formats the data according to selected parameters. The data may then be combined by the Software Service with data from other Target Systems, and the Customer may use the data contained in the Software Service as input data to the Customer’s own monitoring tools.

3. All data downloaded to the Software Service from the Target Systems as well as otherwise input by the Customer “Customer Data”.

4. Professional Services and Deliverables

1. The scope of the Professional Services, including any deliverable results (“Deliverables”) to be provided under the Agreement has been defined in the Order Form. If the table is left blank, no Professional Services have been agreed to be supplied at the effective date of the Agreement. The Parties may, from time to time, agree separately on the provision of Professional Services in writing. All such separately agreed Professional Services are provided subject to the terms and conditions of the Agreement.

2. The Consultant’s obligations related to the Professional Services are limited to the express tasks set out by the Parties. Unless otherwise agreed by the Parties, all completion dates and costs are non-binding estimates, and all Consultant services are invoiced on a time and materials basis.

3. Deficiencies in Deliverables that do not substantially affect their use by the Customer shall not prevent the acceptance of the Deliverables, however, the Consultant shall correct such deficiencies without delay.

4. All Deliverables shall constitute a part of the Software Service, and the rights and obligations applicable to the Software Service shall apply to the Deliverables as if such Deliverables were an integral and inseparable part of the Software Service.

5. The Consultant shall provide the Professional Services in a professional and workmanlike manner, using its working methods. Unless otherwise agreed, Professional Services shall be performed at a location chosen by the Consultant, most usually the Consultant’s premises.

5. Target Systems

1. The Parties agree that as of the effective date of the Agreement, the Software Service will start to be connected, in relation to the Target Systems defined in the Order Form.

2. The Customer shall be responsible for ensuring that the Supplier has the rights and licenses to connect the Software Service to each agreed Target System and to provide the related Professional Services. The Customer shall ensure that the use of the Software Service and the provision of the Professional Services does not infringe the Target System’s applicable terms of use. The Customer shall be responsible for all license fees related to the use of the Software Service and the provision of the Professional Services in relation to the Target Systems.

3. The Customer shall reasonably assist the Supplier in connecting the Software Service to the agreed Target Systems as well as in the provision of the related Professional Services. Such assistance includes without limitation, granting access to the agreed Target Systems and providing adequate user credentials and information to the Supplier, as reasonably required by the Supplier.

4. The Customer or its third-party supplier shall be responsible for the functioning and availability of the Target Systems.

6. Customer Data

1. The Customer may use the Software Service to control what Customer Data is downloaded to the Software Service and what changes are made by the Software Service to the Customer Data.

2. The Customer may download or request the Customer Data from the Software Service or the Supplier at any time. The Customer may download or request backups of the Customer Data as well as limited sets of the Customer Data, as required by the Customer for its business purposes.

3. The Customer shall be responsible for ensuring that the Customer Data may be downloaded or input to the Software Service legally and without infringing any existing agreements. Without limitation, this obligation includes ensuring that the applicable personal data regulation is complied with, and that confidentiality obligations, intellectual property rights and trade secrets do not restrict the downloading or other input of Customer Data to the Software Service.

7. Service Levels

1. 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 Customer agrees and understands that the Software Service is provided strictly on an “as is” and “as available” basis.

2. The Supplier shall have the right to suspend the provision of the Software Service for a reasonable period of time if this is necessary in order to perform installation, change or maintenance work in respect of the Software Service. The Supplier notifies of such suspensions at the Web Site, or by email, or by any other agreed communication method.

8. Customers' General Obligations

1. The Customer shall be responsible for ensuring that the Services are suitable for the Customer’s needs.

2. The Customer shall be responsible for its use of the Software Service and responsible for the use of the Software Service by the users authorized by the Customer. The Customer shall ensure that all users it authorizes to use the Software Service comply with the Agreement at all times and use the Software Service only in accordance with the Agreement.

3. The Customer and its users may only use their own credentials to use the Software Service. A user must protect their user IDs, passwords, private keys and other credentials against any disclosure to third parties. The Customer must promptly notify any suspected loss, disclosure or unauthorized use of user credentials to the Supplier.

4. The Customer shall change (and shall ensure that its authorized users change) the passwords required for the use of the Software Service upon request of the Supplier if necessary due to data security risk to the Software Service. The Supplier shall have the right to change any credentials when this is required due to compelling technical reasons, security reasons or to other similar reasons.

5. The Customer shall be responsible for paying any fees in accordance with the invoices sent by the Supplier. 

6. The Customer shall be responsible for its own devices, systems, applications, connections, and software used to access the Software Service, including their maintenance and security.

9. Fees

1. The Supplier’s applicable fees are set out in the Order Form between the Supplier and the Customer.

2. If a relevant fee has not been set, the Supplier’s general price list, as in force from time to time, shall be applicable.

3. All fees are quoted without value added tax (VAT) or any other applicable sales tax, which shall be added to the fees in accordance with the then-applicable tax laws and regulations. 

4. The Supplier shall have the right to increase the fees applicable to the Services once per calendar year. The Supplier shall inform the Customer of such change at least thirty (30) days before the effective date of the change. In such a case the Customer shall have the right to terminate the Agreement to end on the effective date of the change by a written notice to the Supplier.

5. All fees are invoiced monthly in arrears, unless agreed otherwise. The term of payment shall be fourteen (14) days net from the date of the invoice. Interest on any amounts overdue shall accrue in accordance with the Interest Act (Korkolaki 1982/633, as amended).

10. Intellectual Property Rights

1. All rights, title, and interest, including all intellectual property rights in and to the Software Service and the Deliverables, as well as any changes thereto, shall belong exclusively to the Supplier or its third-party licensors. Except for the express license granted to the Customer under the Agreement, the Customer shall have no rights, license, or interests in and to the Software Service, the Deliverables, or any intellectual property rights pertaining thereto.

2. Subject to the terms and conditions of the Agreement, the Customer shall have a limited non-exclusive, non-transferable, and non-sublicensable right to use, the Software Service and the Deliverables during the term of the Agreement for its internal business purposes. For the avoidance of doubt, the Customer shall not have the right to resell the Software Service or the Deliverables, or enter into other arrangements to provide their functionality or output to third parties.

3. All rights, title, and interest, including all intellectual property rights in and to the Customer Data and any changes thereto shall belong exclusively to the Customer or its third-party licensors.

4. The Customer grants to the Supplier, for the term of the Agreement, a worldwide, non-exclusive, fully paid up, royalty-free right to use the Customer Data for the sole purpose of providing the Services to the Customer.

5. The Supplier may not use the Customer Data itself to improve the Software Service, or to train any AI models. The Supplier shall, however, have the right to use anonymized statistical data concerning the Customer’s and its users’ use of the Software Service to improve the Software Service.

6. The Customer may, at its sole discretion, provide feedback and development ideas to the Supplier. The Supplier shall have a worldwide, non-exclusive, perpetual, irrevocable fully paid up, royalty-free transferrable and sublicensable right to use such feedback and development ideas without restrictions and without any obligation to provide any kind of compensation to any party.

11. Infringement of Intellectual Property Rights

1. The Supplier agrees to defend the Customer, at the Supplier’s own expense, against any third-party claims or actions where a third-party claims that the Software Service, when used in accordance with the Agreement, infringe upon Intellectual Property Rights of a third party valid in the European Economic Area (EEA), provided that the Customer:

• notifies the Supplier of such claim without delay upon becoming aware of the claim;

• provides the Supplier, free of charge, with all available information, permissions and assistance;

• grants the Supplier the sole and exclusive right to control the defense of the claim; and

• does not agree on any settlement of such claim or action prior to a final judgment thereon by a competent court of law or court of arbitration, without the express prior written consent of the Supplier.

2. If the Customer has acted in accordance with Sections 11.1.1 to 11.1.4, the Supplier shall pay any damages finally awarded to the third-party claimant by a competent court of law or court of arbitration.

3. If the Supplier justifiably deems that the Software Service infringes or may infringe upon any third party rights, the Supplier shall have the right, at its own expense and in its sole discretion, to (a) acquire for the Customer the right to continue the use of the Software Service; or (b) replace the Software Service; or (c) modify the Software Service to the extent necessary to avoid the infringement, however so that the replaced or modified Software Service shall substantially conform to what has been set out in the Agreement.

4. If none of the alternatives defined in Section 11.3 are available to the Supplier on commercially reasonable terms and/or without the significant loss of time, the Supplier shall have the right to terminate the Agreement in whole or in part subject to a notice period set by the Supplier at its sole discretion, upon which the Customer agrees to cease using the Software Service and the Supplier shall reimburse the fees paid by the Customer for the terminated Software Service, less a proportion equal to its time of use by the Customer.

5. The indemnity obligation in this Section 11 shall not apply to, and the Supplier is not liable for any claim that (a) is based on a claim by any Customer affiliate; or (b) is based on the modification or alteration of the Software Service by the Customer or any third party; or (c) results from complying with any instructions, specifications or design given by the Customer or any third party under the command and control of the Customer; (d) arises or results from the use of the Software Service in combination with any software, equipment or products not developed or supplied by the Supplier or which are contrary to instructions given by the Supplier; or (e) could have been avoided by using the latest version of the Software Service made available by the Supplier to the Customer.

6. This Section 11 sets out the entire liability of the Supplier and the Customer’s sole and exclusive remedy in case of any infringement of any third-party intellectual property rights by the Software Service.

12. Confidentiality

1. Each Party shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential (“Confidential Information”) and may not use such Confidential Information for any other purpose than those set forth in the Agreement.

2. The confidentiality obligation shall, however, not apply to material and information, (a) which is or later becomes generally available or otherwise public; or (b) which the receiving Party has received from a third party without any obligation of confidentiality; or (c) which was rightfully in the possession of the receiving Party prior to receipt of the same from the disclosing Party without any obligation of confidentiality related thereto; (d) which a Party has independently developed without any use of or reference to the Confidential Information received from the other Party; or (e) which a Party is required to disclose under any mandatory law or by order of a court or governmental body of competent jurisdiction.

3. Each Party shall promptly upon termination of the Agreement, or when the Party no longer needs the Confidential Information in question for the purpose of performing its obligations or exercising its rights under the Agreement, cease using the Confidential Information received from the other Party and, unless the Parties separately agree on destruction of such Confidential Information, return the Confidential Information in question (including all copies and reproductions thereof) to the other Party. Each Party shall, however, be entitled to retain the copies required by law or administrative orders applicable to such Party. 

4. Notwithstanding the confidentiality obligation set forth herein, each Party shall be entitled to use the general professional skills and experience acquired in connection with the performance of the Agreement. 

5. The rights and obligations related to the Confidential Information shall survive the termination or cancellation of the Agreement for a period of three (3) years from such termination or cancellation.

13. Data Protection

1. The Supplier acts as a data processor for the Customer as regards personal data collected by the Customer as a data controller. All such processing of personal data by The Supplier is subject to Appendix 1 (Data Processing Agreement).

2. For clarity, the Supplier also collects personal data as a data controller in accordance with its own privacy policies, which are available at the Web Site or upon request.

14. Data Security

1. Each Party shall be responsible for its own data security in accordance with its security procedures, and shall ensure that its premises, equipment, and operating environment are protected against data security threats in accordance with adequate data security procedures and shall ensure that measures relating to data security and back-ups are complied with.

2. Unless expressly agreed to the contrary, the responsibility for taking any back-up copies of the Customer Data and other material shall be with the Customer. Should the Parties agree that the Supplier will make back-up copies of the Customer's data and other material, the liability of the Supplier for any loss of such data shall be limited to the return of such data from the most current available back-ups.

15. Limitation of Liability

1. The total aggregate liability of a Party towards the other Party under the Agreement shall not exceed per calendar year an amount corresponding to the fees (excluding value added tax) paid by the Customer to the Supplier under the Agreement during that calendar year.

2. A Party shall not be liable for any indirect, incidental, or consequential damages such as loss of profits, revenue or business, damages caused due to decrease in turnover or production or loss, alteration, destruction, or corruption of data.

3. All Customer Data is downloaded, provided, modified and generated on an “as-is” basis. The Customer Data is sourced from the Customer (and not the Supplier) and any changes to such Customer Data are done at the instructions of the Customer. The Supplier assumes no liability for the accuracy, authenticity, quality, correctness, or completeness of any Customer Data. 

4. The limitations of liability shall not apply to damages caused by willful misconduct or gross negligence or to liability under Section 11 (Infringement of Intellectual Property Rights) or Section 12 (Confidentiality).

16. Other Terms

1. The Supplier shall be free to use subcontractors in the performance of its obligations under the Agreement. The Supplier shall be liable for the acts and omissions of its subcontractors under the Agreement as for its own. 

2. Neither Party shall be liable for any delays or non-performance of its obligations, or any damages caused by an impediment beyond its reasonable control, which it could not have reasonably taken into account at the time of entering into the Agreement, and whose consequences it could not reasonably have avoided or overcome. For instance, errors in public communication networks or electricity supply or impediments to the performance of the Agreement due to export or import restrictions or sanctions shall constitute such an impediment. Strike, lockout, boycott, and other industrial action shall constitute a force majeure event also when the Party concerned is the target or Party to such action. A force majeure event suffered by a subcontractor of Party shall also discharge such Party from liability, if the work to be performed under subcontracting cannot be done or acquired from another source without incurring unreasonable costs or significant loss of time. Each Party shall without delay inform the other party in writing of a force majeure event and the termination of the force majeure event. 

3. All amendments to the Agreement shall be made in writing and shall be confirmed by both Parties’ signatures. 

4. Neither Party shall be entitled to assign nor transfer its rights, benefits, and obligations under the Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Supplier shall, however, have the right to assign the Agreement to its group company. 

5. Any terms and conditions, that by their nature or otherwise reasonably should survive the termination of the Agreement for any reason, shall be deemed to so survive.

17. Appendices

1. The following appendices form an integral and inseparable part of the Agreement:

• Order Form

• Appendix 1 – Data Processing Agreement

2. In case of discrepancy between this agreement document and its appendices, the terms and conditions of the Order Form document shall prevail. In case of discrepancy between the appendices, the appendices shall be applied in the order set out above so that an appendix with a smaller number shall prevail over an appendix with a larger number.

18. Term and Termination

1. The Agreement shall be effective after being signed by both Parties. The Agreement shall remain in force until terminated by a Party. The Customer shall have the right to terminate the Agreement for convenience by a one (1) month’s written notice to the Supplier. The Supplier shall have the right to terminate the Agreement for convenience by a three (3) months’ written notice to the Customer. 

2. A Party may terminate the Agreement for cause with immediate effect upon written notice to the other Party if: 

1. the other Party becomes insolvent, applies for or is adjudicated in bankruptcy or liquidation or corporate restructuring or otherwise ceases to carry on its business; or 

2. the other Party is in material breach of the terms and conditions of the Agreement and fails to remedy such breach (if the breach is of such a nature that it can be remedied) within thirty (30) days from the date of receipt of a written notice by the non-defaulting Party, such written notice detailing the breach and the intention to terminate.

3. Upon the termination of the Agreement, the Customer’s license to use the Services shall terminate with immediate effect. The Supplier shall make all Customer Data in its possession at the time of termination available to the Customer for a period of thirty (30) days after the effective date of termination of the Agreement, after which the Supplier shall have the right and the obligation to delete all such Customer Data.

19. Governing Law and Disputes

1. The Agreement shall be governed by and construed in accordance with the substantive laws of Finland, excluding its choice of law provisions. 

2. Any dispute, controversy or claim arising out of or relating to the Agreement, 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 (1). The seat of arbitration shall be Helsinki, Finland. 

3. Notwithstanding anything set out in Section 18.2 above, the Supplier shall have the right to claim unpaid fees in a public court.

20. Incorporation and References

1. This Service Agreement is incorporated by reference into the Order Form. By signing the Order Form, the Customer acknowledges that they have read, understood, and agreed to be bound by all terms and conditions contained in this Service Agreement.

2. No separate signature is required on this Service Agreement as the execution of the Order Form constitutes full acceptance of these terms.