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1.1 These general terms and conditions (referred to as "GTCs"), including any amendments made in accordance with the provisions herein, regulate both the usage and delivery of the Services that Taxxa AI or its Affiliates provide to the Subscriber and forms the Agreement between the Parties.
2.1.1 In accordance with the Agreement's terms and conditions, the Subscriber subscribes to the Services detailed in the Offer document, which Taxxa AI agrees to provide.
2.1.2 Taxxa AI will make reasonable efforts to ensure the Services remain accessible around the clock, barring interruptions for support and maintenance purposes. Taxxa AI commits to using all commercially reasonable means to (i) conduct maintenance activities with minimal disruption to the Services and (ii) inform the Subscriber in advance of any Service suspensions.
2.1.3 The Subscriber bears responsibility for procuring and maintaining, at their own cost, the necessary hardware, software, and Internet connectivity required to access and utilize the Services.
2.2.1 Designated personnel from the Subscriber will receive administrative privileges (referred to as administrators) enabling them to manage the Subscriber's account and end users, which may grant administrators access to logs and information regarding end user Service usage. Should an administrator or end user lose authorization to use the Services, the Subscriber must immediately notify Taxxa AI via email.
2.2.2 The Subscriber assumes responsibility for how all administrators and end users utilize the Services. The Subscriber must also protect all access credentials associated with the Services and bears responsibility for any actions or inactions occurring under its account. Upon suspecting or confirming unauthorized Service access or credential misuse, the Subscriber must immediately inform Taxxa AI.
2.2.3 The Subscriber must allocate each end user an individual, specific license that cannot be shared, transferred, or utilized by any other person, unless the Agreement stipulates otherwise.
2.3.1 The Subscriber commits to refraining from (i) utilizing the Services in ways that infringe upon, misappropriate, or violate anyone's rights, (ii) sublicensing, selling, or transferring their access rights to the Services, (iii) attempting to reverse engineer or extract the source code from the Services or any component thereof, except where applicable law permits, (iv) modifying, customizing, porting, translating, localizing, or developing derivative works from the Services, (v) employing automated or programmatic approaches to extract data or Output from the Services (vii) leveraging Service access to develop competing products or services, and/or (viii) using the Services in ways that disrupt or attempt to disrupt their proper functioning.
2.3.2 The Subscriber is accountable for how it, its Affiliates, and all administrators and end users utilize the Services and comply (or fail to comply) with these usage limitations. When Taxxa AI reasonably suspects the Subscriber (or a specific administrator or end user) has breached Clause 2.3.1, Taxxa AI will send the Subscriber an email notification (termed 'important service notice') requesting immediate corrective action. Following written notification, Taxxa AI may suspend access to the Services for the Subscriber (or the specific administrator or end user) if (i) Taxxa AI reasonably believes the breach presents immediate risk of harm to Taxxa AI, (ii) the Subscriber doesn't comply with a service notice within the reasonable timeframe specified therein, or (iii) the breach cannot be remedied. Should the Subscriber fail to undertake the required corrective action outlined in the service notice within 10 business days following suspension, Taxxa AI may, in addition to its other rights and remedies, immediately terminate the Agreement for cause pursuant to Clause 4.2.
3.1.1 The Subscriber must pay the Service fees (i) specified in the Offer document, or if not specified there, (ii) assessed according to Taxxa AI's standard subscription plans.
3.1.2 The Subscriber's fee payment obligations are not (i) conditional upon delivery of any prospective functionality or features nor (ii) reliant on any representations not explicitly included in the Agreement.
3.1.3 Taxxa AI retains the authority to modify the fees applicable to the upcoming Renewal Term, provided it gives no less than 30 days' advance notice.
3.1.4 Upon Agreement termination, the Subscriber must pay all outstanding fees for the period preceding the termination date. Unless expressly stated otherwise herein, the Subscriber will not receive reimbursement for fees already paid, with the exception of prepaid fees covering periods after the termination date. Should the Subscriber terminate the Agreement without cause prior to the conclusion of the current term, the Subscriber must immediately remit the outstanding fees for the balance of that term.
3.2.1 Payment for invoices is due within 7 days after the invoice date, unless alternative arrangements have been made in writing.
3.2.2 Should Taxxa AI not receive any properly invoiced sum by its due date, Taxxa AI may (at its discretion and without limiting other rights or remedies), (i) impose annual late interest of 8 percent on outstanding amounts, (ii) suspend the Subscriber's Service access until full payment of overdue amounts is received, contingent upon Taxxa AI providing at least 15 business days' advance notice of suspension and not receiving payment of the defaulted amount during that timeframe. For repeated payment delays by the Subscriber, Taxxa AI may additionally make future subscription renewals and service orders contingent upon shorter payment terms.
3.2.3 The fees exclude VAT and any other taxes, levies, duties, or comparable governmental assessments of any kind (collectively referred to as 'taxes'). The Subscriber is responsible for all taxes related to the Agreement. Where Taxxa AI is legally required to pay or collect taxes for which the Subscriber is responsible, Taxxa AI will invoice the Subscriber accordingly, and the Subscriber will remit that amount. The Subscriber will supply Taxxa AI with any information Taxxa AI reasonably requires to ascertain whether Taxxa AI must collect taxes.
4.1.1 The Agreement remains valid for the duration specified in the Offer document (designated as the "Initial Service Term").
Beyond any termination rights specified elsewhere in the Agreement, either Party may terminate the Agreement for cause (i) with 30 days' written notice to the other Party regarding a material breach, provided the breach remains unresolved when the notice period expires, (ii) should the other Party become subject to proceedings concerning insolvency, receivership, liquidation, assignment for creditor benefit, or governmental regulations, or (iii) should the other Party discontinue business operations or cease functioning.
4.3.1 Following Agreement termination, regardless of how it occurs, (i) licenses granted under Clause 8.2 will terminate, and (ii) all unpaid fees will become immediately due and payable.
4.3.2 In conjunction with Agreement termination and following the Subscriber's written request, Taxxa AI commits to deleting any Subscriber Content stored within the Services (if applicable).
4.3.3 Provisions herein that inherently should survive the Agreement's expiration or termination will continue to the extent required for maintaining the Parties' rights and obligations as intended. Notably, the confidentiality commitments in Clause 7.2 will survive for whichever is longest: (i) 5 years from termination, (ii) regarding Confidential Information comprising Intellectual Property Rights, the duration of protection for those rights, and (iii) regarding Confidential Information covered by statutory and/or bar association confidentiality rules, the timeframe mandated by applicable law/bar association regulations.
5.1.1 Should the Subscriber's Service use result (or in Taxxa AI's assessment is likely to result) in an infringement claim, Taxxa AI may choose to: (i) provide functionally comparable products or services as substitutes; (ii) obtain rights enabling the Subscriber to continue Service use; or if options (i) and (ii) prove commercially unreasonable, (iii) terminate this Agreement and reimburse the Subscriber for any prepaid unused fees. Despite Clause 5.1.1, Taxxa AI bears no indemnification or defense obligation to the extent the relevant claim stems from (a) materials, data, or technology not supplied by Taxxa AI either independently or combined with the Service, (b) Input, (c) Output resulting from Input violating Agreement terms or conditions or that the Subscriber knew or reasonably should have known would likely produce violating Output, or (d) Service modifications or other Service use breaching the Agreement.
The Subscriber will defend Taxxa AI against third-party claims arising from or connected to Input or Output resulting from Input that breaches Agreement terms or conditions or that the Subscriber knew or reasonably should have known would likely lead to violating Output, and will indemnify Taxxa AI for any damages, costs, and reasonable attorneys' fees actually assessed against Taxxa AI from such claims.
5.3.1 The indemnity obligations described in Sections 5.1 and 5.2 depend upon the party receiving the claim (the "Indemnified Party") (i) promptly providing written notice of the claim to the other party (the "Indemnifying Party"), (ii) granting the Indemnifying Party exclusive control over the claim's defense and settlement (with the stipulation that the Indemnifying Party cannot settle any claim unless the settlement unconditionally releases the Indemnified Party from all liability, doesn't impact the Indemnified Party's Intellectual Property Rights, and the Indemnifying Party covers any settlement fees), and (iii) providing all reasonable assistance to the Indemnifying Party regarding the claim's defense or settlement, at the Indemnifying Party's cost.
5.3.2 For clarity, within this Section 5, a claim against the Indemnified Party encompasses claims against the Indemnified Party, its Affiliates, and officers, directors, and employees of either the Indemnified Party or its Affiliates.
6.1.1 Artificial intelligence and machine learning represent rapidly advancing technological fields. Taxxa AI continuously works toward making the Services more accurate, reliable, safe, and advantageous. Nevertheless, given machine learning's probabilistic characteristics, Service use may occasionally produce incorrect Output that fails to accurately represent actual people, places, or facts. The Subscriber must evaluate Output accuracy and quality as suitable for their use case, including through human review of Output. The Subscriber also bears responsibility for ensuring Subscriber Content lawfulness, including confirming that Subscriber Content use doesn't infringe upon third-party rights.
6.1.2 For clarity, and without restricting the breadth of Clause 6.1.1, Output produced through the Services should not be construed as legal advice. Taxxa AI operates neither as an accounting, financial, nor law firm, doesn't practice finance or law, and doesn't provide legal, financial, or tax advice. Consequently, Taxxa AI bears no legal responsibility for Output or any information derived from the Services.
6.2.1 Taxxa AI warrants throughout the Term that (i) the Services will materially conform with specifications Taxxa AI provides and (ii) it will deliver the Services professionally, consistent with generally accepted industry standards.
6.2.2 Taxxa AI further warrants that the Services, to its knowledge, don't infringe any third-party Intellectual Property Rights.
6.2.3 Barring gross negligence or intentional misconduct by Taxxa AI, the Subscriber's only and exclusive remedies for Clause 6.2.1 breach are to (i) request breach remediation, and (ii) should remedial action not be undertaken or prove impossible and the breach be material, exercise termination rights under Clause 4.2.
6.2.4 Apart from the warranties in this section, the Services are delivered on an as-is basis, and Taxxa AI disclaims all express or implied warranties (whether factual or by legal operation) or statutory warranties, including implied warranties of merchantability, fitness for particular purposes, quality, accuracy, non-infringement, and title. Taxxa AI makes no representation or warranty that Service use will be continuous or error-free. Taxxa AI reserves the right, at its sole discretion and at any time, to implement improvements, additions, or modifications, including feature removal, and to rectify errors or defects in the Services, even when such actions may temporarily impair the Subscriber's Service access or use.
6.3.1 Under the Agreement, neither Party bears liability for indirect, special, incidental, exemplary, punitive, or consequential damages, including lost profits, lost opportunities, substitute service costs, or other economic losses arising from or connected to this Agreement, even with advance notice of possible damages.
6.3.2 Other than concerning (i) the Subscriber's payment obligations under this Agreement, (ii) the Parties' obligations under Section 5 (Indemnification), and (iii) claims based on liability that law prohibits limiting (such as tort claims for gross negligence and intentional misconduct), a Party's total liability under the Agreement cannot exceed the aggregate fees the Subscriber paid or owes during the 3 months preceding the event that triggered the claim.
6.3.3 To be valid, damage claims must be notified to the other Party no later than 6 months from when the relevant party became aware or should have become aware of the claim-triggering event, but never later than 1 month following the Agreement's expiration or termination.
6.3.4 Taxxa AI recognizes that the Subscriber's Affiliates may use the Services if specified in the Offer document, and Taxxa AI's Agreement liability extends to liability for damages inflicted upon such Affiliates. The Subscriber bears liability for its Affiliates' Service use in Agreement compliance as though they were the "Subscriber" hereunder. Only the Subscriber may bring claims arising under this Agreement, not its Affiliates.
6.3.5 The Subscriber alone is responsible for ensuring its Service and Output use complies with applicable export control legislation and trade sanctions.
7.1.1 "Confidential Information" includes all information one Party ("Disclosing Party") discloses to the other Party ("Receiving Party"), whether verbally or in writing, (i) that is marked as confidential or, considering the information's nature and disclosure circumstances, should reasonably be understood as confidential, (ii) Subscriber Content, (iii) the Services, (iv) the Agreement's terms and conditions, and (iv) business and marketing plans, technology and technical information, product plans and designs, and business processes each Party discloses in connection with the Agreement.
7.1.2 Despite Clause 7.1.1, Confidential Information excludes information that (i) is publicly known at disclosure time, or subsequently becomes publicly known, through no fault of the Receiving Party; (ii) the Receiving Party knew without confidentiality obligations prior to Disclosing Party disclosure, as evidenced by Receiving Party records; (iii) a third party rightfully discloses to the Receiving Party who didn't directly or indirectly obtain the information subject to confidentiality obligations, or (iv) the Receiving Party independently develops at any time without using Disclosing Party Confidential Information, as evidenced by Receiving Party records.
7.2.1 The Receiving Party must (i) maintain confidentiality of the Disclosing Party's Confidential Information, (ii) protect all Confidential Information from the other Party with at least equal care (but no less than reasonable care) as it applies to safeguard its own confidential information, and (iii) refrain from using Confidential Information for purposes beyond the Agreement's scope.
7.2.2 The Receiving Party may disclose Confidential Information to its employees, directors, attorneys, agents, subcontractors, and consultants who (i) require access to the Confidential Information for purposes related to Agreement execution and contract management, and (ii) are bound by confidentiality obligations (through agreement or law) at least as stringent as those in the Agreement.
7.2.3 The Receiving Party may also disclose Confidential Information when compelled by applicable law or a binding ruling or order from any authority, regulator, governmental entity, or court with appropriate jurisdiction. Should the Receiving Party become subject to compelled disclosure proceedings involving Confidential Information, it must, unless legally prohibited, notify the Disclosing Party of the proceedings and compelled disclosure, and cooperate in efforts to secure confidential treatment of the Confidential Information.
7.3.1 Each Party must implement reasonable and appropriate security measures designed to protect access to and use of Confidential Information.
8.1.1 Taxxa AI and its Affiliates or licensors hold all rights, title, and interest in and to the Services, including without limitation all Intellectual Property Rights contained therein, along with modifications, updates, and upgrades thereof. Nothing in this Agreement constitutes a transfer or license of those rights, except as explicitly stated herein.
8.1.2 As between the parties, the Subscriber, its Affiliates, and/or licensors hold all rights, title, and interest in and to the Subscriber Content.
8.1.3 The Subscriber recognizes that Input provided to the Taxxa AI Platform may be identical or similar to input other parties provide. Furthermore, the Subscriber recognizes that (i) given machine learning's nature, output may not be unique across customers/end users, and (ii) the Services may produce identical or similar output for Taxxa AI or third parties. Questions posed by, and responses produced for, Taxxa AI's other customers are not regarded as Input, Output, or Subscriber Content under this Agreement.
8.2.1 Contingent upon the Subscriber's and its Affiliates' Agreement compliance, Taxxa AI grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), fully revocable license for the Term, in jurisdictions Taxxa AI supports and for the number of individual users the Offer document specifies, to access and utilize the Services identified in the Offer document for the Subscriber's and its Affiliates' internal business operations.
8.2.2 The Subscriber grants Taxxa AI a limited, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), fully revocable license for the Term to use, store, copy, transmit, create derivative works from, and display the Subscriber Content for Services provision in accordance with the Agreement as well as to anonymize such data and to use Anonymised Data for developing and improving its products and services (incl. building a public prompt library). Apart from this license, the Subscriber retains all right, title, and interest in and to the Subscriber Content.
8.3.1 Taxxa AI welcomes feedback, comments, ideas, proposals, and improvement suggestions (collectively termed 'feedback') from the Subscriber (including its administrators and end users). Note that feedback is not treated as confidential, and Taxxa AI may utilize feedback without limitations or compensation obligations, with any resulting Intellectual Property Rights vesting exclusively in Taxxa AI.
8.3.2 Additionally, Taxxa AI may collect Usage Data to develop, enhance, support, and operate its Services. Taxxa AI may not share Usage Data with third parties except (i) in accordance with Section 7 or (ii) to the extent Usage Data is aggregated and anonymized such that the Subscriber and its end users cannot be identified.
8.3.3 Taxxa AI will not use the Subscriber's Confidential Information to train generative AI models, nor permit its subcontractors to do so, unless separately agreed in writing (for instance, for fine tuning purposes).
To the extent Subscriber Content includes personal data under applicable data protection laws, the Parties acknowledge that Taxxa AI processes such data (i) on behalf of Subscriber as Processor under a Data Processing Agreement incorporated into this Agreement, and (ii) as an independent Controller for its own purposes to anonymize the data and and use Anonymized Data to develop its products and services (incl. building a public prompt library)."
This Agreement doesn't establish a partnership, joint venture, or agency relationship between the Parties or their respective Affiliates. The Parties operate independently of each other, and neither Party possesses authority to bind the other or incur obligations on the other's behalf without prior written consent from the other Party.
Unless the Agreement specifies otherwise, all notices, permissions, and approvals must be in writing and are deemed given upon (i) personal delivery; (ii) the second business day following mailing; or (iii) the sending date by email. Agreement termination notices must be directed to contact@taxxa.ai and Taxxa AI's account manager. All other Agreement notices should be provided to the Parties' respective contact persons.
No failure or delay by either Party in exercising any Agreement right constitutes a waiver of that right. Any Agreement term or condition may be waived at any time by the Party entitled to its benefit, but such waiver is ineffective unless documented in a written instrument duly executed by or on behalf of the waiving Party. No waiver by any Party of any Agreement term or condition, in one or multiple instances, will be interpreted as a waiver of the same or any other Agreement term or condition.
Should any Agreement provision be wholly or partially invalid, the Agreement's overall validity remains unaffected and remaining provisions remain valid. To the extent such invalidity materially impacts a Party's benefit from, or performance under, this Agreement, it will be reasonably amended.
Neither Party may assign any Agreement rights or obligations, whether through legal operation or otherwise, without the other Party's prior written consent (not to be unreasonably withheld), provided, however, that either Party may assign the Agreement in its entirety, without the other Party's consent (i) to its Affiliate, or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets.
Taxxa AI may, subject to Section 7 and, regarding personal data processing, the Data Processing Agreement between the Parties, utilize subcontractors for Services provision. Taxxa AI remains liable for its subcontractors' actions and omissions as it is for its own and remains the Subscriber's sole contact point regarding the Services.
The Subscriber grants Taxxa AI authorization to use the Subscriber's company logo(s), company name(s), trademark(s), and user quotes as reference materials for marketing and public relations materials, thereby identifying the Subscriber as a Taxxa AI customer. Following the Subscriber's written request, Taxxa AI will immediately cease any further use of such materials as the Subscriber instructs.
10.8.1 Except for Agreement payment obligations, neither Party bears liability for performance failure or inadequate performance under the Agreement to the extent caused by conditions beyond the Party's reasonable control that substantially impact the Party's or its sub-contractors' performance, including, for instance, natural disasters, epidemics or pandemics, acts of war or terrorism, riots or civil unrest, labor conditions such as boycotts, strikes, or lockouts, governmental actions, telecommunications disruptions, internet service provider failures or delays, widespread internet disturbances, power disruptions, or other essential service disruptions.
10.8.2 A Party claiming that Clause 10.8.1 circumstances prevent it from performing according to the Agreement must employ commercially reasonable efforts to overcome and mitigate such circumstances' effects. Should Service performance in substantial respects be prevented for longer than 1 month due to circumstances stated in Clause 10.8.1, either Party may terminate the Agreement upon written notice, without incurring compensation liability.
The Agreement establishes and constitutes the complete agreement and understanding between the Parties regarding the subject matter hereof, and all prior agreements, understandings, promises, and representations, whether written or oral, concerning it are superseded hereby.
10.10.1 Taxxa AI may amend these GTCs by publishing updated GTCs on its website www.taxxa.ai. All updates take effect when published. Notwithstanding the above, Taxxa AI may under no circumstances alter the GTCs in ways that diminish its Confidential Information obligations as agreed in this Agreement without the Subscriber's express written consent.
10.10.2 Should the Subscriber reasonably consider an update to materially adversely impact it, it has 15 days following such update's posting to bring the matter to Taxxa AI's attention. Should Taxxa AI be unable to resolve the Subscriber's concern (including by reverting to prior language for the remainder of the applicable subscription period) within 15 days of the Subscriber raising the issue, the Subscriber may terminate the Agreement without penalty with 30 days' notice, and Taxxa AI will refund the Subscriber any prepaid unused fees.
11.1 This Agreement, and any dispute or claim arising from or connected to it (including disputes or claims relating to non-contractual obligations) will be governed by and interpreted in accordance with Finnish law, without consideration of conflict-of-law or choice-of-law rules.
11.2 Any dispute, controversy, or claim arising from or connected to the Agreement, or its breach, termination, or invalidity, will be finally resolved by the FAI, Finland Arbitration Institute.
11.3 The arbitration seat will be Helsinki, and the language used in arbitral proceedings will be English.
"Acceptable Use Policy" refers to Taxxa AI's Acceptable Use Policy available on Taxxa AI's website.
"Affiliate" refers to a Party's ultimate parent company and any legal entity that directly or indirectly through one or more intermediaries is controlled by or under common control with the ultimate parent company. For this definition's purposes, the term 'control' means possessing, directly or indirectly, the power to direct or cause direction of a legal entity's management and policies, whether through voting stock ownership, by contract, or otherwise.
“Anonymised Data” means data originally derived from Subscriber Content that has been processed by Taxxa AI in such a manner that neither an individual nor Subscriber can be identified, directly or indirectly, by Taxxa AI or any other party using means reasonably likely to be used, taking into account cost, time, technology, and available data sources. Anonymised Data shall not be considered Subscriber Content or Confidential Information under this Agreement.
"Confidential Information" refers to the definition in Clause 7.1.1.
"Disclosing Party" refers to the definition in Clause 7.1.1.
"GTCs" refers to the definition in Clause 1.1.
"Input" refers to data, software, documents, third-party services, and other content (including prompts) uploaded, accessed, stored, or submitted through any means for Service use by or on behalf of the Subscriber.
"Intellectual Property Rights" refers to all intellectual or industrial property rights, including patents, trademarks, trade names, service marks, domain names, designs, utility models, copyrights, neighboring rights, database rights, confidential know-how, trade secrets, and similar rights valid against third parties, whether registered or not, and including applications and the right to apply for registration of any rights that may be protected anywhere in the world.
"Output" refers to output generated and returned by the Services, by or on behalf of the Subscriber, based on Input.
"Receiving Party" refers to the definition in Clause 7.1.1.
"Services" refers to the Taxxa AI platform, an accounting AI workspace, comprising a cloud service accessible via web interface through a browser (or, if specifically agreed in the Offer document, APIs provided by Taxxa AI), plug-ins and add-ins to other software, and any ancillary documentation and modules Taxxa AI and its Affiliates provide to the Subscriber hereunder. For clarity, the term "Services" explicitly excludes Subscriber Content.
"Subscriber Content" refers to both Input and Output collectively.
"Usage Data" refers to information reflecting the access, interaction, or use of the Service by or on behalf of the Subscriber and individual end users, including frequency, duration, volume, features, functions, visit, session, click through or click stream data, and statistical or other analysis, information, or data based on, or derivative works of, the foregoing. Usage Data excludes any Subscriber Content.