1. Introduction

These general terms ("Terms") govern service use and provision by Spinder Company Oy or its subsidiaries ("Service Provider") to customers. They form part of the agreement between customer and Service Provider.

2. Service

2.1 General

Service Provider aims for 24/7 availability excluding maintenance
Customer responsible for obtaining necessary equipment and internet connectivity
Service Provider makes reasonable efforts to minimize service interruptions

2.2 Account Management

Administrators manage customer accounts and end users
Customer responsible for maintaining credentials securely
Each end-user receives individual access (non-shareable)

2.3 Usage Restrictions

Customers must not:

Infringe on rights or violate laws
Sublicense or transfer usage rights
Reverse engineer or attempt source code extraction
Create derivative works
Mass-scrape data using automated methods
Build competing products using the service
Create disproportionate system load

3. Payments and Billing

3.1 Fees

Payment obligations don't depend on future functionality delivery unless separately agreed
Service Provider may adjust pricing with 45 days' notice
Early termination without cause requires payment through contract period

3.2 Payment Terms

Invoices due 14 days from issuance
Late payments incur 12% annual interest
Non-payment allows service suspension after 10 business days' notice
Prices exclude VAT and applicable taxes

4. Contract Duration and Termination

4.1 Duration

Initial term per order form
Auto-renews unless cancelled by either party
Provider requires 60 days' notice; Customer needs 1 month

4.2 Termination for Cause

Either party may terminate if:

Other materially breaches and doesn't cure within 30 days of notice
Other enters insolvency/bankruptcy proceedings
Other ceases business operations

4.3 Upon Termination

Usage rights cease (except data retrieval assistance)
All outstanding amounts become immediately due
Both parties must return/destroy confidential information

5. Indemnification

5.1 Provider Responsibility

Provider defends customer against IP infringement claims from service usage and covers awarded damages, unless claim stems from customer-supplied content, customer data, service misuse, or unauthorized modifications.

5.2 Customer Responsibility

Customer defends provider against claims arising from customer-supplied data infringing rights.

6. Warranties and Liability Limitations

6.1 AI/ML Characteristics

Service may produce incorrect output not matching actual persons, places or facts due to AI nature
Customer responsible for output accuracy verification
Customer liable for content legality

6.2 Service Warranties

Service substantially matches written descriptions
Service delivered professionally
Service doesn't infringe third-party IP rights
Sole remedies for warranty breach: correction or termination

6.2.4 Service provided "as-is" with no additional warranties

6.3 Implementation Work Warranties

Delivered professionally
Remedy: re-performance or proportional refund

6.4 Liability Limitations

Neither party liable for indirect/consequential damages
Total liability capped at 6 months of service fees paid
Claims must be filed within 12 months of awareness

7. Confidentiality and Security

Confidential information includes marked information, obvious confidential content, customer data, service details, and contractual terms. Both parties implement reasonable security measures.

8. Intellectual Property

Service Provider owns service IP including modifications/improvements
Customer owns customer-supplied content
Customer receives limited, non-exclusive, non-transferable license during contract term

9. Personal Data

Service Provider processes customer data as processor per data processing agreement. Data stored in EEA unless specifically agreed otherwise.

10. Miscellaneous

Standard miscellaneous provisions including no partnership/agency, written notices, non-waiver, severability, assignment restrictions, subcontractor use, force majeure, entire agreement, and modification terms.

11. Governing Law and Dispute Resolution

Finnish law applies
Disputes resolved via arbitration under Finnish Chamber of Commerce rules
Arbitration in Helsinki; language is Finnish