Terms of Service

These Terms of Service ("Terms") apply to the services provided by ROFFI Oy ("Cloop", "Provider", "we", "us").

These Terms are intended solely for agreements between businesses and other organizations. The Services are not intended for consumer use.

By accepting an offer, placing an Order, creating a paid account, or using the Services, the Customer agrees to these Terms.

Any person ordering or activating the Services on behalf of the Customer must have the authority to bind the organization they represent to these Terms.

1. Definitions

In these Terms:

Customer means the company or other organization that orders or uses the Services.

User means an individual authorized by the Customer to use the Services.

Services means the software, artificial intelligence, data, automation, integration, information, professional, and other services offered by Cloop from time to time, together with related products, modules, functionality, user interfaces, and technical solutions.

Order means the Customer's paid or otherwise agreed right to use the Services or a specific service package.

Customer Data means data entered, transferred, generated, or otherwise processed through the Services by or on behalf of the Customer.

Customer Content means documents, text, materials, website content, instructions, files, databases, messages, and other content provided by the Customer.

AI Output means content, analysis, classification, recommendation, inference, draft, message, response, or other output generated by an artificial intelligence system.

Professional Services means, for example, implementation, planning, configuration, consulting, training, development, optimization, analysis, maintenance, administration, project work, and other professional services provided by Cloop.

Third-Party Service means software, a system, data source, interface, artificial intelligence model, communications service, cloud service, or other service provided by a party other than Cloop.

2. Contractual Documents

The agreement between the Customer and Cloop may consist of:

• an offer;
• an order confirmation;
• a separate commercial agreement;
• these Terms;
• a Data Processing Agreement (DPA);
• acceptable use terms;
• the Privacy Policy; and
• any other documents expressly agreed to form part of the agreement.

If there is any conflict between the contractual documents, a separate written commercial agreement or offer shall prevail with respect to the commercial terms covered by that document.

With respect to the processing of Personal Data, the DPA shall prevail over these Terms.

3. Cloop Services

3.1 Scope of the Services

Cloop provides businesses with software, artificial intelligence, data, automation, integration, information, and professional services.

The Services may consist of one or more products, modules, features, user interfaces, artificial intelligence functions, automations, integrations, information services, or Professional Services.

The functionality of the Services may include, for example:

• collecting, combining, storing, structuring, and analyzing data;
• functionality relating to websites and other digital environments;
• AI-powered conversations, assistants, and agents;
• knowledge bases, documents, and other information sources;
• processing information concerning users, companies, contacts, events, and other entities;
• identifying and analyzing signals, intentions, events, and other behavioral or business information;
• communication and interaction functionality;
• tasks, recommendations, workflows, and automations;
• analytics, reporting, and visualization;
• integrations, APIs, and data transfers;
• functionality relating to customer relationships, processes, and business information management; and
• other digital functionality and services offered by Cloop from time to time.

This list is illustrative only and does not limit the scope of the Services or the application of these Terms.

The features, capacity, usage rights, and other components available to the Customer are determined by the Customer's applicable Order, offer, or other agreed service package.

3.2 Development of the Services

Cloop continuously develops the Services.

Cloop may add, modify, combine, replace, or remove individual features, modules, user interfaces, technologies, operating methods, and integrations, and may change their names or technical implementation.

Cloop seeks to ensure that such changes do not materially reduce the overall value of the Customer's current paid Order during the applicable subscription period.

Descriptions and examples in these Terms do not constitute an exhaustive list of Cloop's current or future services or functionality.

4. User Accounts and Access Rights

The Customer may use the Services only for its own business purposes and within the scope agreed in the applicable agreement.

The Customer is responsible for:

• access rights granted to Users;
• the actions of Users within the Services;
• properly protecting user accounts and credentials; and
• ensuring that the Services are used in accordance with these Terms and applicable law.

The Customer shall notify Cloop without undue delay of any unauthorized use or compromise of access credentials of which it becomes aware.

5. Professional Services

5.1 Scope of Professional Services

In addition to software services, Cloop may provide, for example:

• implementation;
• planning;
• configuration;
• implementation of or assistance with integrations;
• training;
• consulting;
• optimization;
• analysis;
• workshops;
• maintenance;
• administration;
• development work;
• project work; and
• other separately agreed professional services.

The detailed scope, timing, delivery method, deliverables, and price of Professional Services shall be defined in an offer, Order, project description, or other written agreement.

5.2 Standard of Performance

Cloop shall perform Professional Services professionally and with due care.

Unless achievement of a specific result has been expressly agreed in writing, Cloop's obligation is to perform the agreed tasks professionally and with due care, and not to achieve any particular business, financial, or other result.

5.3 Customer Cooperation

The Customer shall provide Cloop in a timely manner with the information, materials, access rights, decisions, approvals, contact persons, and other contributions reasonably required to perform the agreed Services.

The Customer is responsible for the accuracy and sufficiency of the information and materials it provides.

5.4 Delays Caused by the Customer

Agreed schedules are based on the Customer fulfilling its cooperation obligations within the agreed timeframe.

If performance of the Services is delayed for reasons attributable to the Customer, Cloop may postpone the relevant delivery or project schedule accordingly.

A delay attributable to the Customer does not automatically extend a fixed-term Order, project period, trial period, or other agreed service period.

Any extension must be separately agreed in writing.

Cloop may charge separately, in accordance with the agreed pricing principles, for additional work caused by incorrect information, changes, or other circumstances attributable to the Customer.

5.5 Changes and Additional Work

Work outside the agreed scope shall be considered additional work.

The price, timing, and impact of material additional work shall be agreed with the Customer before such additional work is commenced.

6. Artificial Intelligence Features and AI Outputs

The Services may use artificial intelligence for purposes such as content generation, analysis, classification, combining information, generating recommendations, implementing automations, and other Service functionality.

AI Outputs may be based, for example, on:

• Customer Data;
• Customer Content;
• instructions provided by the Customer;
• instructions and operating logic defined by Cloop;
• context generated within the Services;
• information obtained through integrations;
• third-party data sources; and
• other information sources approved for the relevant use of the Services.

Artificial intelligence systems are probabilistic by nature. AI Outputs may therefore be incorrect, incomplete, inaccurate, or open to interpretation.

Cloop seeks to reduce such errors through technical and operational measures but does not guarantee the complete accuracy of AI Outputs.

The Customer is not required to manually review every ordinary AI Output generated by the Services unless required by the relevant use case or applicable law.

The Customer is, however, responsible for ensuring appropriate human oversight in high-impact decisions, legally significant actions, or other situations where an incorrect AI Output could have material consequences.

7. Automated Actions

The Services may perform automated actions based on settings, rules, authorizations, or approvals defined by the Customer.

The Customer is responsible for the authorizations it grants and for the automation settings it approves within the Services.

Cloop may implement technical safeguards, approval steps, usage limits, or other protective measures within the Services.

8. Customer Data and Customer Content

The Customer retains all rights belonging to it in Customer Data and Customer Content.

Cloop does not acquire ownership of Customer Data or Customer Content.

For the duration of the agreement, the Customer grants Cloop the right to process Customer Data and Customer Content to the extent reasonably necessary to:

• provide the Services;
• perform agreed functionality;
• provide Professional Services;
• maintain the security and reliability of the Services;
• provide support requested by the Customer; and
• comply with applicable legal obligations.

The Customer is responsible for ensuring that it has all necessary rights and legal bases for the processing of the data and materials it makes available through the Services.

9. Processing of Personal Data

Where Cloop processes Personal Data on behalf of the Customer, the Customer generally acts as Controller and Cloop as Processor.

Such Processing is governed by the Data Processing Agreement between Cloop and the Customer.

The Customer is responsible, as applicable, for:

• establishing an appropriate legal basis for the Processing;
• providing required privacy notices;
• obtaining any required consents;
• fulfilling Data Subject rights; and
• ensuring that the Customer's chosen use of the Services complies with applicable data protection law.

10. Third-Party Services and Integrations

The Services may interoperate with Third-Party Services.

By connecting a Third-Party Service to Cloop, the Customer authorizes Cloop to process information received from that service to the extent necessary to implement the integration.

The Customer is responsible for ensuring that it has the right to use and connect the relevant Third-Party Service.

Cloop is not responsible for the following aspects of a Third-Party Service selected or controlled by the Customer:

• availability;
• operation;
• accuracy of data;
• terms of use;
• interfaces or APIs;
• security; or
• changes made by the third-party provider,

unless the relevant provider acts as Cloop's subcontractor in performing Cloop's contractual obligations.

If a Third-Party Service provider changes or discontinues an interface or other functionality, Cloop may modify or discontinue any feature of the Services dependent on that functionality.

11. Subcontracting

Cloop may use subcontractors, infrastructure providers, artificial intelligence service providers, and other service providers in connection with the provision of the Services.

Cloop remains responsible toward the Customer for the acts and omissions of its subcontractors as for its own, to the extent such subcontractors are performing Cloop's contractual obligations.

Subprocessors involved in the processing of Personal Data are governed separately by the DPA.

12. Data Used to Develop the Services

Cloop shall not, without the Customer's explicit authorization, use Customer Data to train general-purpose artificial intelligence models for the benefit of other customers.

Cloop may use anonymized or aggregated information generated through the Services to improve the quality, security, performance, and functionality of the Services, provided that neither the Customer nor an individual can reasonably be identified from such information.

13. Orders, Capacity, and Usage Limits

The features, capacity, and usage limits of the Services are determined by the applicable Order.

Usage limits may relate, for example, to:

• number of Users;
• data volumes;
• storage;
• artificial intelligence usage;
• messages or other events;
• integrations;
• API calls;
• automations;
• processing capacity; or
• other Service resources.

Cloop may apply reasonable technical usage and rate limits in order to maintain the security and reliability of the Services.

If the Customer's usage materially exceeds the capacity included in its Order, Cloop may propose additional capacity or an upgrade to the Customer's Order.

14. Fees

The fees for the Services are determined by the applicable offer, Order, price list, or other written agreement.

If no price has been separately agreed, Cloop's price list in effect at the time of the Order shall apply.

Applicable value-added tax and other taxes or public charges required by law shall be added to the stated prices.

Cloop may separately charge for additional work ordered by the Customer that falls outside the scope of the Services or agreed assignment.

Reasonable travel, accommodation, and other ordinary expenses may be charged separately where incurred in connection with the agreed Services. Material foreseeable expenses shall be agreed with the Customer in advance.

15. Changes to Fees

Cloop may change the fees for ongoing and automatically renewing Services.

Cloop shall notify the Customer in writing of a fee change and the basis for the change at least 90 days before the change takes effect.

A fee change shall not affect fees for a billing period or subscription period that commenced before the effective date of the change.

If Cloop increases a recurring fee, the Customer may terminate the affected Service with effect from the date the increase takes effect by giving written notice to Cloop at least 30 days before the effective date of the increase.

The above termination right does not apply where the fee change results solely from a change in value-added tax, another tax, or a public charge imposed by an authority.

16. Invoicing and Payment Terms

Recurring fees and other periodically invoiced charges may be invoiced in advance in accordance with the agreed billing cycle.

Time-based Professional Services may be invoiced monthly in arrears unless otherwise agreed.

Unless otherwise agreed in an offer or other agreement, payment terms are 14 days net from the invoice date.

Late payment interest shall be charged in accordance with the Finnish Interest Act.

Cloop may charge reasonable collection costs.

17. Confidentiality

Each party shall keep confidential all information and materials received from the other party that are marked as confidential or that, by their nature, should reasonably be understood to be confidential.

Confidential Information may be used only for the purposes of fulfilling obligations under the agreement.

The confidentiality obligation does not apply to information that:

• is or becomes publicly available through no breach of the agreement;
• was lawfully in the receiving party's possession before disclosure by the other party;
• is received from a third party without a confidentiality obligation;
• is independently developed without use of the other party's Confidential Information; or
• must be disclosed pursuant to law or an order of a competent authority.

Upon termination of the agreement, each party shall cease using the other party's Confidential Information unless retention is required by law, regulatory obligation, or another obligation under the agreement.

The confidentiality obligation shall continue for five (5) years following termination of the agreement.

With respect to trade secrets, Personal Data, and other information requiring longer protection by law or due to its nature, the confidentiality obligation shall continue for as long as required by applicable law or the nature of the information.

Each party may use the general skills and experience acquired in connection with the agreement, provided that the other party's Confidential Information is not disclosed or used in breach of the agreement.

18. Security and Backups

Each party is responsible for the appropriate security of the systems, environments, access rights, and data within its area of responsibility.

Cloop shall implement commercially reasonable and appropriate technical and organizational security measures in connection with the provision of the Services.

The Customer is responsible for appropriately securing its own:

• devices;
• user accounts;
• network environment;
• systems;
• integration credentials; and
• access rights.

Each party shall notify the other without undue delay of any Personal Data Breach, security incident, or material security risk of which it becomes aware that materially affects the Services or the cooperation under the agreement.

Personal Data Breaches are governed in more detail by the DPA.

Unless Cloop has expressly agreed in writing to provide a separate backup or recovery service, the Customer is responsible for retaining original copies and backups of Customer Data and Customer Content that the Customer requires for business continuity purposes.

19. Intellectual Property Rights

All rights in Cloop, the Services, software, technology, user interfaces, operating logic, documentation, methods, and related Intellectual Property Rights remain with Cloop or its licensors.

For the duration of the applicable Order, the Customer is granted a limited, non-exclusive, and non-transferable right to use the Services in accordance with the agreement.

Without Cloop's prior written consent, the Customer may not:

• resell or sublicense the Services;
• copy substantial parts of Cloop's proprietary technology;
• circumvent technical usage restrictions;
• reverse engineer source code or technical implementation beyond what is permitted by mandatory law; or
• use Cloop's protected technology primarily to build a competing service.

The Customer retains ownership of Customer Data and Customer Content.

Unless otherwise agreed in writing, general methods, models, tools, technical solutions, operating logic, and other generally reusable know-how used or developed by Cloop in connection with Professional Services remain the property of Cloop.

20. Intellectual Property Infringement

Cloop is responsible for ensuring that the Services developed by Cloop do not, when used in accordance with the agreement, infringe third-party Intellectual Property Rights in the agreed country of use.

Unless otherwise agreed in writing, the agreed country of use is Finland.

If a third party makes such a claim against the Customer, the Customer shall notify Cloop promptly in writing and give Cloop a reasonable opportunity to manage the defense, negotiations, and any settlement.

The Customer shall provide Cloop with such information, authorizations, and cooperation as Cloop may reasonably require in connection with the claim.

If the Services are found, or Cloop reasonably considers them likely, to infringe third-party Intellectual Property Rights, Cloop may, at its option:

1. obtain for the Customer the right to continue using the Services;
2. modify the Services so that the infringement ceases while the Services remain materially compliant with the agreement;
3. replace the relevant part of the Services with a substantially equivalent solution; or
4. if the above alternatives are not reasonably available, discontinue the affected Service or part thereof and refund the Customer the portion of any prepaid fees corresponding to the unused period.

Cloop is not responsible for an Intellectual Property infringement claim to the extent that it results from:

• Customer Data or Customer Content;
• instructions or requirements provided by the Customer;
• modifications made by the Customer or a third party;
• use of the Services contrary to the agreement or Cloop's instructions;
• use of the Services together with a product, service, or technology not provided or approved by Cloop; or
• a Third-Party Service selected by the Customer.

Cloop's liability for Intellectual Property infringement relating to the Services is limited to this Section 20.

21. Acceptable Use

The Services may not be used:

• for unlawful or fraudulent activities;
• to distribute malware;
• for unlawful harassment or spam;
• to infringe third-party rights;
• to gain unauthorized access to systems or information;
• to circumvent security or technical limitations of the Services; or
• in a manner that may materially compromise the Services or the use of the Services by other customers.

The Customer shall not intentionally configure the Services to collect special categories of Personal Data or other highly sensitive Personal Data unless such Processing has been separately agreed with Cloop and an appropriate legal basis exists.

22. Availability of the Services

Cloop seeks to provide the Services continuously and with commercially reasonable reliability.

However, no specific service level or availability commitment applies unless separately agreed in writing.

Temporary interruptions may occur due to, for example:

• maintenance;
• updates;
• security measures;
• capacity changes;
• Third-Party Services; or
• events outside Cloop's reasonable control.

Cloop shall seek to provide reasonable advance notice of material planned interruptions.

23. Suspension of the Services

Cloop may temporarily restrict or suspend use of the Services if:

• the Customer materially breaches the agreement;
• use of the Services creates a material security risk;
• use of the Services endangers the Services or their use by other customers;
• the Customer materially exceeds agreed usage limits;
• suspension is required by law or a competent authority; or
• the Customer has overdue and undisputed payment obligations.

Cloop shall seek to notify the Customer before suspension and provide a reasonable opportunity to remedy the issue unless immediate suspension is necessary for security, legal, or other urgent reasons.

24. Subscription Term, Renewal, and Termination

24.1 Subscription Term

Unless expressly agreed otherwise in an offer, order confirmation, or other written agreement, the subscription term for a paid Order is twelve (12) months.

The Order is binding for the entire subscription term and may not be terminated for convenience during the term unless otherwise provided in these Terms or separately agreed in writing.

24.2 Automatic Renewal

Unless expressly agreed otherwise in writing, the Order automatically renews at the end of each subscription term for a further twelve (12) month subscription term.

24.3 Notice of Termination

The Customer must terminate the Order in writing no later than one (1) month before the end of the then-current twelve-month subscription term.

If written notice of termination is received later than this, the Order shall automatically renew for a further twelve-month subscription term and termination shall take effect at the end of that renewed term.

Termination does not release the Customer from payment obligations relating to the current or already renewed subscription term.

Fees paid or payable for a subscription term are not refundable or credited as a result of termination unless otherwise agreed in writing.

24.4 Different Subscription Terms

If a subscription term other than twelve months is agreed in writing with the Customer, the Order shall automatically renew for further periods equal in length to the original subscription term unless otherwise agreed in writing.

Unless a different notice period has been expressly agreed, such an Order must be terminated in writing no later than one (1) month before the end of the then-current subscription term.

25. Form of Termination Notice

Termination must be made in writing.

A termination notice is considered written if submitted:

• through a termination function made available within the Services;
• by email to the contract or support address designated by Cloop; or
• through another written method agreed by the parties.

Merely ceasing to use the Services, ceasing use of a user account, or reducing use of the Services does not constitute termination.

26. Material Breach and Termination for Cause

If either party materially breaches the agreement and the breach is capable of remedy, the other party may terminate the agreement if the breaching party fails to remedy the breach within a reasonable period specified in writing, which shall in any event be at least 30 days.

The agreement may be terminated immediately if:

• the breach cannot be remedied;
• continuing the contractual relationship would be unlawful; or
• the breach is of such seriousness that continuation of the agreement cannot reasonably be required.

Cloop may also terminate the agreement if the Customer fails to pay an overdue and undisputed amount within 30 days after written notice of the overdue payment.

Termination for cause must be made in writing.

If the Customer has the right to terminate an agreement in relation to a particular Service and, as a result, can no longer materially benefit from another Service forming part of the same delivery package, the parties shall reasonably assess the consequences for such other Service.

27. Delay

If either party becomes aware of a material delay or a likely material delay, it shall notify the other party without undue delay and provide an estimate of the impact on the agreed schedule.

If performance is delayed due to the other party and is not completed within a reasonable additional period specified in writing, which shall in any event be at least 30 days, the non-defaulting party may terminate the agreement with respect to the delayed performance if the delay is material.

Delays in Professional Services attributable to the Customer are also subject to Section 5.4.

28. Effects of Termination

Upon termination of the agreement, the Customer's right to use the Services ends.

Before termination, the Customer is responsible for exporting any Customer Data it wishes to retain unless it has been separately agreed that Cloop will provide the data to the Customer.

Cloop shall delete or anonymize Customer Data in accordance with the agreement, the DPA, and applicable retention periods unless continued retention is required by law.

Data may remain in backups for a limited period in accordance with the ordinary backup rotation cycle.

Fees already paid are not refundable as a result of termination unless:

• termination results from a material breach by Cloop;
• these Terms expressly provide otherwise;
• otherwise agreed in writing; or
• required by mandatory law.

29. Allocation of Responsibility

Cloop is responsible for ensuring that:

• the Services are provided in all material respects as agreed;
• Professional Services are performed professionally and with due care;
• Cloop complies with its applicable security and data protection obligations; and
• Cloop seeks to correct properly reported material errors in the Services within a reasonable period.

The Customer is responsible, among other things, for:

• its intended use of the Services;
• the accuracy of Customer Data and Customer Content;
• obtaining necessary rights, permissions, and legal bases;
• the Customer's own systems and network environment;
• instructions and settings provided by the Customer;
• the actions of Users;
• data protection and other legal obligations applicable to the Customer;
• business and other decisions made based on the Services; and
• the Customer's own cooperation in the implementation of the Services.

30. No Guarantee of Results

The Services may be intended to improve, automate, develop, or support the Customer's operations.

However, business and other outcomes depend on numerous factors outside Cloop's reasonable control.

Unless Cloop has expressly provided a specific written guarantee, Cloop does not guarantee achievement of:

• any particular financial result;
• revenue;
• savings;
• efficiency improvement;
• any particular volume of events or users;
• any particular identification, classification, or analysis accuracy;
• any particular result from an automation; or
• any other specific business or operational result.

31. Warranties and Disclaimers

Cloop provides the Services professionally and with due care.

Unless otherwise agreed in writing, Cloop does not warrant that:

• the Services will operate without interruption or be entirely error-free;
• all information available through the Services will be complete or fully up to date;
• every AI Output will be correct;
• every analysis, classification, recommendation, or identification will be correct;
• Third-Party Services will remain continuously available; or
• the Services will satisfy any specific requirements of the Customer that have not been agreed.

32. Damages and Limitation of Liability

Neither party shall be liable to the other for indirect or consequential damages.

Indirect damages include, for example:

• loss of profit;
• loss of revenue;
• loss of savings;
• loss of business opportunity;
• business interruption; or
• loss of goodwill.

Where the relevant delivery consists of a fixed-term or recurring subscription Service, Cloop's aggregate contractual liability shall not exceed an amount equal to six (6) months of the fees excluding VAT payable for the Service giving rise to the claim.

Where the relevant delivery consists of a one-time project or Professional Service, Cloop's aggregate contractual liability shall not exceed 40 percent of the total price of the relevant delivery excluding VAT.

Cloop shall not be liable for damages to the extent caused by:

• incorrect or incomplete information provided by the Customer;
• settings, authorizations, or instructions provided by the Customer;
• use of the Services contrary to the agreement or applicable instructions;
• the Customer's own systems or environment;
• a Third-Party Service selected or controlled by the Customer, or any disruption, change, or action relating to such Third-Party Service, unless the relevant provider acts as Cloop's subcontractor in performing Cloop's contractual obligations; or
• use of AI Output in a high-impact decision without appropriate human oversight.

The limitations on aggregate liability and indirect damages set out in this Section do not apply to:

1. damage caused intentionally or through gross negligence;
2. breach of the confidentiality obligations under Section 17;
3. Intellectual Property infringement for which Cloop is responsible under Section 20; or
4. liability that cannot be limited under mandatory applicable law.

Liability relating to Processing of Personal Data and data protection obligations is additionally governed by the DPA.

33. Force Majeure

Neither party shall be liable for delay or damage caused by an event outside its reasonable control that could not reasonably have been taken into account at the time the agreement was entered into and whose effects could not reasonably have been avoided or overcome.

Force majeure events may include, for example:

• war or serious civil disturbance;
• natural disaster;
• widespread electricity or telecommunications failure;
• action by a public authority;
• strike or other industrial action;
• serious cyberattack; or
• force majeure affecting a critical infrastructure, cloud, or other service provider.

A force majeure event affecting Cloop's subcontractor may also constitute force majeure for Cloop if the relevant performance cannot be obtained elsewhere without unreasonable cost or material delay.

The affected party shall notify the other party without undue delay of the force majeure event and its cessation.

If the force majeure event continues uninterrupted for more than 60 days and prevents performance of a material contractual obligation, the party not affected by the event may terminate the affected agreement or part thereof in writing without liability for damages.

Force majeure does not release a party from payment obligations that became due before the event occurred.

34. Changes to These Terms

Cloop may update these Terms, for example, due to:

• development of the Services;
• changes in law;
• regulatory requirements;
• changes in technology;
• security requirements; or
• business changes.

If a change materially affects the rights or obligations of an existing paying Customer, Cloop shall provide reasonable advance notice.

Unless a change is required immediately due to law, regulatory requirements, or security reasons, Cloop shall generally provide at least 30 days' notice of a material change.

Changes to fees are governed primarily by Section 15.

35. Assignment

The Customer may not assign the agreement to a third party without Cloop's prior written consent.

Cloop may assign the agreement to an entity within the same group or in connection with a transfer of business, corporate reorganization, or similar transaction, provided that the assignment does not materially weaken the Customer's position.

Cloop may assign receivables arising under the agreement to a third party.

36. Governing Law and Dispute Resolution

The agreement is governed by the laws of Finland.

The parties shall first seek to resolve any dispute arising out of or relating to the agreement through negotiations.

If a dispute cannot be resolved through negotiations, it shall be finally resolved in the District Court of Helsinki as the court of first instance.

37. General Provisions

These Terms, the applicable Order, offer, and any other documents incorporated into the agreement constitute the entire agreement between the parties with respect to the relevant Services.

Any amendments or additions to an individual Customer agreement must be made in writing unless these Terms expressly provide Cloop with the right to make general changes to the Services, fees, or these Terms.

If any provision of the agreement is found invalid or unenforceable, the remaining provisions remain in force.

A failure by either party to exercise a right under the agreement does not constitute a waiver of that right.

The parties are independent contracting parties. The agreement does not create a partnership, agency relationship, employment relationship, or other similar legal relationship between the parties.

38. Contact Details

ROFFI Oy / Cloop
Finland

Contract matters:
legal@cloop.io

Security matters:
security@cloop.io

Customer support:
support@cloop.io

www.cloop.io