1 Background

1.1

These Terms and Conditions (“Terms”) define the delivery and use of the accounting software provided by Kletta Oy (business ID 3131376-3, “Supplier”), as specified in the Service Description annexed to each agreement. Unless otherwise stated in the Service Description, the Software is delivered over a computer network in accordance with these Terms. Software and services delivered by means other than over a network are also governed by these Terms, as well as the special provisions listed in Sections 18, 19, and 20. If the Software is a version of the Kletta software, the special provisions in Section 16 apply. If the Supplier and an Accounting Firm have agreed on the sale of the Software to Customers via the Accounting Firm acting as intermediary, the special provisions in Section 17 apply.

1.2

Use of the Software requires the User and Customer to provide all information necessary for the Software. If contact details or other essential information change, the User and Customer must immediately update this information to the Supplier.

2 Definitions

2.1 “User” means a natural person who uses the Software.

2.2 “Customer” refers to a natural or legal person who has obtained a license to use the Software by registering, order, or other customer agreement and whom the User represents in using the Software. An Accounting Firm that uses the Software in its business is also considered a Customer.

2.3 “Accounting Firm” refers to an accounting firm or accountant managing the Customer’s accounting in the Software and to whom the Supplier invoices for the use of the Software.

2.4 “Software” means the software provided by the Supplier as defined in the Service Description for managing financial administration.

2.5 “Price List” contains the prices set by Supplier for the Software and services.

2.6 “Service Description” is the description of the Software or service annexed to the agreement.

2.7 “Information” includes data stored by the Customer in the Software. Usage data describes the User’s and Customer’s use of the Software. Information and Usage Data together comprise “Data.”

2.8 “Sanctions” refer to sanction laws and regulations adopted by the UN, EU, Finland, and the US.

3 Software Content and Service Level

3.1 The Software content corresponds to the selected Service Description.

3.2 The Software enables data submission, downloading to the Software’s server, and sharing with defined recipients.

3.3 User guides, system requirements, and customer support contacts are available on the Supplier’s website, within the Software, or on request.

3.4 The Supplier may modify the Software as part of continuous development. It reserves the right to make changes that do not degrade functionality or service level, address security threats, comply with legal requirements or authorities’ orders, or have been communicated to the Customer in advance.

3.5 The Supplier may block access if it suspects that stored Information is inappropriate, threatens other users’ safety, or breaches these Terms.

3.6 While the Supplier strives for continuous availability, it may suspend or change the Software as needed. Service levels are defined in the Service Description, and no guarantee is made unless specifically agreed.

3.7 The Supplier does not guarantee uninterrupted availability and is not liable for third-party service quality.

3.8 Data transfers via API or SFTP are supported. The Supplier may modify or restrict interface use on the same grounds as for the Software. Integration with third-party services requires separate agreements, and the Supplier is not liable for such services’ use or compatibility.

4 Data Privacy Terms

4.1 The Customer acts as the data controller under applicable data protection law for personal data processed by the Supplier (data processor). The Customer is responsible for obtaining necessary consents and rights. If the Customer is an Accounting Firm, it acts as a processor, with its end-customer as controller and the Supplier as sub-processor.

4.2 The data processor must process data in accordance with law and the controller’s instructions. The controller’s instructions must be in writing and comprehensive. If the processor cannot comply, it must notify the controller and both parties will seek a resolution. If unresolved in one month, either may terminate the relevant processing agreement with two months’ notice. If instructions conflict with law, the processor must promptly notify the controller.

4.3 The Supplier and its affiliates may use anonymized data generated during service delivery for development, analytics, and statistical purposes, provided individuals cannot be identified and confidentiality obligations are upheld.

4.4 The processor shall keep personal data confidential and ensure personnel are subject to confidentiality obligations or legal obligations. Processor and controller must implement appropriate technical and organizational measures based on risk analysis.

4.5 The processor must notify the controller without undue delay after becoming aware of a personal data breach, providing necessary information for controller’s obligations. The processor will act to mitigate and remedy the breach.

4.6 The processor shall assist, under commercially reasonable terms, the controller in fulfilling data subject rights and legal obligations, considering processing nature and available information.

4.7 Upon request, the processor will provide documentation demonstrating compliance; the Supplier may charge for such assistance.

4.8 Once processing is no longer necessary, the processor shall return or delete personal data on written request. Customer may retrieve their data independently. If requested, Supplier will delete data and certify deletion unless retention is legally required. Supplier may retain data to demonstrate service delivery or comply with law.

4.9 Customer agrees that affiliates and sub-processors may process personal data; agreements will include equivalent obligations. A list is provided in the data processing disclosures. The processor must notify about new sub-processors, and the controller may object within two weeks. If objected, processing continues under original terms until termination or new agreement.

4.10 If data is transferred outside the EU/EEA, the processor implements appropriate safeguards, such as EU Commission’s standard contractual clauses.

4.11 The Supplier processes personal data related to Customer personnel (e.g. user logins, billing). Such data is used for maintenance, troubleshooting, support, billing, communications, marketing, and service development. The Supplier is responsible for lawfulness. Obligations to inform data subjects may arise. Details are available on the Supplier’s website.

4.12 Data subjects have rights of access, correction, deletion, and restriction. The Supplier does not respond directly to data subject requests but offers services enabling fulfillment, possibly for a fee.

4.13 The controller and supervisory authority may audit the processor once annually, or more frequently with a bound external auditor. The processor must receive advance notice. Audits must not unduly disrupt business and controller shall bear costs. Findings must be kept confidential.

5 Authentication Credentials

5.1 The Customer must ensure that all users keep their login credentials secure. If credentials are compromised or suspected to be, the Customer must promptly notify the Supplier, who may suspend access until new credentials are implemented.

5.2 The Customer is responsible for commitments and actions taken using credentials until the Supplier has been reasonably notified and had time to suspend access.

5.3 Credentials function equivalently to signatures.

5.4 If credentials are compromised due to a User’s negligence, the Customer is liable for any resulting damage.

6 Supplier’s General Rights and Obligations

6.1 The Supplier shall deliver the Software professionally and may include open-source components.

6.2 The Supplier must promptly notify of any issue that may prevent compliance or compromise information security.

7 Customer’s General Rights and Obligations

7.1 The Customer may use the Software internally and authorize an Accounting Firm, accountant, or auditor to use it.

7.2 The Customer, Accounting Firm, or User may not resell or distribute the Software without separate agreement.

7.3 The Customer is responsible for providing required devices, connections, software, and operating environment, including cybersecurity and associated costs. They must ensure compliance with technical requirements and suitability.

7.4 Unless otherwise agreed, the Software is hosted on Supplier or third-party servers. The Customer must not copy, reverse-engineer, or interfere with the Software or unauthorized access.

7.5 The Customer shall not allow access from countries restricted by export controls or where use is illegal without appropriate licenses or leads to liability under Finnish law.

7.6 The Customer is responsible for use of the Software, content of Information, and data exchange conducted via the Software.

7.7 The Customer warrants that they and their beneficial owners/executives are not subject to Sanctions and must notify the Supplier if this changes. Customer is liable for any losses or fines incurred due to breach of this warranty.

8 User’s General Rights and Obligations

8.1 By using the Software, the User agrees to comply with these Terms. Use is limited to individuals of legal age authorized by the Customer.

8.2 The User must keep login credentials secure and notify the Supplier of any compromise. The User may be required to change passwords for security reasons.

8.3 The Supplier may terminate a User’s session to maintain security or availability.

9 Pricing and Payment Terms

9.1 Prices and payment terms follow the currently valid Price List associated with the selected Service Description. The Supplier may adjust prices with 30 days’ prior notice.

9.2 Prices include applicable public fees except VAT, which will be added according to regulation. Changes in public fees or tax rules will adjust prices accordingly.

9.3 Invoice disputes must be made within 10 days of the invoice date.

9.4 Overdue payments incur interest per the Price List until fully paid, and the Supplier may block access until all amounts are paid.

9.5 In case of late payment, the Customer shall also cover reasonable reminder and collection fees. Undisputed portions of invoices must be paid by the due date.

10 Intellectual Property and Customer Materials

10.1 The Software is owned by the Supplier or third parties and may be protected by intellectual property rights. The User is granted only a license to use. No rights to trademarks, logos, domains, or brands are conveyed. The Supplier may use suggestions or feedback without compensation.

10.2 Ownership and IP rights of Customer-stored Information belong to the Customer or third party.

10.3 The Customer is responsible for the content of Information and ensuring they have necessary rights and compliance with laws.

10.4 The Customer indemnifies the Supplier and its group for costs or claims arising from Information or breach of these Terms; the Supplier may defend such claims.

10.5 Unless otherwise stated in Section 4:

• (a) Supplier may use aggregated, anonymized Data for analytics and service improvement.

• (b) Supplier may offer targeted services inside the Software subject to Customer consent; Customer may opt out.

• (c) Usage Data may be used for billing and marketing, shared with subcontractors. The Supplier may provide summarized billing to the Accounting Firm monthly.

• (d) Financial data services beyond the Software’s scope require Customer consent.

• (e) Supplier may disclose personal data only with Customer instruction and legal compliance.

10.6 Unless otherwise agreed, Supplier backs up Customer Information delivered via network at least once per working day. The Customer is responsible for remaining backups.

10.7 If Customer data is lost or corrupted due to Customer actions, the Supplier may charge for data restoration.

10.8 Upon termination, the Supplier must reasonably assist in transferring Customer data to a recipient designated by the Customer. Unless agreed otherwise, this obligation expires 3 months after termination, and the Supplier may charge fees per Price List.

11 Limitation of Liability

11.1 Apart from explicitly stated warranties, the Supplier disclaims all other warranties including fitness for purpose, quality, or non-infringement.

11.2 The Supplier is not liable for indirect damages. Maximum liability is the amount paid by the Customer or Accounting Firm for the two months prior to the incident, and never exceeding €10,000 total.

12 Confidentiality

12.1 The parties and their employees/affiliates shall not disclose confidential information except under these Terms, and must treat it at least with reasonable care.

12.2 The Supplier may list the Customer as a reference.

13 Force Majeure

13.1 The Supplier may postpone delivery or terminate the agreement without liability in case of unforeseeable events outside its control (e.g., war, natural disaster, transport/energy disruptions). If the cause persists for over 3 months, the Customer may terminate.

14 Term and Termination

14.1 The agreement comprises (in priority): (1) Customer agreement/order/registration or partnership agreement, (2) Service Description, (3) service-specific annexes, (4) Price List, (5) Data Processing documentation, and (6) these Terms.

14.2 The Supplier may update these Terms due to legal or other changes. Continued Software use constitutes acceptance. The Customer or Accounting Firm may terminate within 6 months, and changes will not apply during the notice period.

14.3 Unless otherwise agreed, the agreement is indefinite. The Customer may terminate with one month’s notice; the Accounting Firm or Supplier may terminate with three months’ notice, with termination effective at end of month. Fixed-term agreements run until expiry.

14.4 Either party may terminate immediately in case of (i) bankruptcy or insolvency, or (ii) material breach not cured within 30 days of notice.

14.5 The Supplier may terminate or restrict obligations if (i) required by sanctions, or (ii) the Customer misuses the Software. Supplier is not liable for resulting damages.

14.6 If the Customer does not use Software offered free of charge, the Supplier may regard that as termination by Customer. The license ends at the close of the notice period.

15 General Provisions

15.1 Neither party may transfer the agreement without written consent; however, the Supplier may transfer within its group or in business transfers, and assign receivables with notice. Subcontractors are permitted under Section 4 privacy terms.

15.2 Unenforceability of any provision does not affect the rest of the Terms.

15.3 A party’s failure to enforce a right does not waive that right.

15.4 The agreement does not constitute a joint venture, employment, franchise, agency, or partnership.

15.5 Notices must be in writing and sent by registered mail (effective in 7 days), express post (2 days), email (when sent), or via the Software (when delivered). Address to registered or designated address.

15.6 Finnish law applies, excluding conflict-of-law rules. Disputes resolved by arbitration under the Finnish Chamber of Commerce rules (single arbitrator) in Helsinki, in Finnish. Awards are final and enforceable. Interim relief may be sought. Monetary claims are heard by defendant’s local court.

16 Special Terms for Kletta Software

16.1–16.16
These special provisions apply when the Software is a version of the Kletta product line. They cover administration roles (e.g. Administrator user), user account creation, trial access, data export upon termination, and password/security requirements. The Administrator may create and manage users. Trial access is strictly for evaluation. Upon termination, Customers can export data in a common electronic format, with a fee per the Price List. Data retention is limited to three months post-termination unless otherwise agreed. Implied IP and trademark ownership rules, and rights for Supplier to request password resets, remain as stated.

17 Special Terms for Sales via Accounting Firm

17.1–17.18
These terms apply when the Accounting Firm acts as intermediary. The Firm may offer the Software to reputable, creditworthy clients under Supplier policy. It must verify user authorization, submit signed orders, and ensure the client is aware of and accepts the Terms. The Firm receives commission per the partnership agreement, which starts and ends under specified conditions. Supplier may provide sales and training materials. The Firm is responsible for onboarding, ensuring technical suitability, providing support, liaising with Supplier support if needed, and communicating changes or feedback promptly. The Firm may use Supplier trademarks (non-exclusively, according to guidelines) but may not register confusing similar marks. Copyright owners remain unchanged. The Firm may not recruit Supplier staff for 12 months post-project without penalty. The Firm is not granted exclusivity and may not transfer rights. The Supplier is not liable for any promises made by the Firm outside these Terms.

18 Special Terms for On-Premises (Packaged) Software

18.1–18.12
These apply when the Software is a downloadable version installed on the Customer’s server. Defines “packaged software” and “manufacturer.” The Customer installs the software from Supplier-designated sources and ensures compliance with technical requirements. IP remains with the manufacturer, and license is device-based. Distribution to third parties requires written consent. Transfers upon corporate changes require negotiation; failure to agree may result in termination. Backups are allowed strictly for operational needs. Modifications by the Customer are prohibited without approval. At termination, the Customer must return or destroy software copies and documentation. The Supplier may replace or update the packaged software with functional equivalence. A 90-day warranty period applies for defect corrections, excluding misuse or external changes. After warranty, responsibility rests on maintenance agreement. The Supplier provides support for at least five years from delivery and 12 months for each version; termination notices are given six months in advance. The Customer must maintain books and allow audits of usage metrics every six months at Supplier’s cost; if violations are found, the Customer must pay outstanding fees and reasonable audit costs. All materials remain confidential.

19 Special Terms for Maintenance Services

19.1–19.9
These apply when maintenance for on-premises Software is agreed. The Supplier must use qualified staff and follow documented methods, providing records and, if remote, maintain secure connections. The Customer must facilitate access and provide necessary infrastructure. Maintenance scope and service levels must be agreed in writing. Error correction may involve workarounds. Recurring fees do not cover changes or errors caused by misuse, external products, or third-party modifications—such work may be billed separately. Non-coverable issues may incur diagnostic and repair charges.

20 Special Terms for Consulting and Expert Services

20.1–20.4
These apply when consulting services are ordered. Unless otherwise agreed, IP rights to deliverables belong to Supplier, and usage rights for internal Customer use apply (excluding group entities). The Customer or Accounting Firm may not hire or solicit Supplier staff involved in the services until six months after project end, except under specific conditions. Violations incur a penalty equal to six months’ gross salary.

These Terms were prepared on 1 January 2024 and supersede all previous Terms.