General Terms of Agreement

These general terms and conditions (“Terms and Conditions”) are published on Evenpay’s website and govern the use of the Evenpay service (“Service”) provided by Evenpay Oy (“Evenpay”) to the customer (“Customer”). These Terms and Conditions form part of the agreement between Evenpay and the Customer as specified in the offer, order confirmation, or other written agreement between the parties (“Agreement”).

The Customer undertakes to use the Service in accordance with these general Terms and Conditions, the law, and good practice.

The version of these Terms and Conditions applicable to the Customer is the version in force at the time the Agreement enters into force, as subsequently amended in accordance with Section 19 of these Terms and Conditions.

By accepting Evenpay’s offer or order confirmation, by entering into a written agreement with Evenpay, or by starting to use the Service, the Customer accepts these Terms and Conditions and their appendices, the Data Processing Agreement and the Service Description, as well as the Service Terms of Use and the Privacy Notice. The Agreement enters into force at the time of acceptance of the offer or order confirmation, upon execution of a written agreement, or at the latest when the Customer begins using the Service.

Any additional work requested by the Customer, as well as implementation, development, installation, training, and any other services that Evenpay may provide, shall be agreed separately.

In these Terms and Conditions:

• Customer means the organization using the Service.
• Customer Data means the data and files stored by the Customer in the Service.
• Evenpay service (Service) means a SaaS-based application for managing pay transparency, developed and delivered to customers by Evenpay. Use of the Service is based on a subscription or a separate agreement.
• Service Module means a separate part of the Service, such as for example a reporting module, integrations, or access rights management.
• User means a natural person who, after accepting the Service Terms of Use, uses the Service.
• Price List means Evenpay’s price list in force from time to time, published in Evenpay’s online service.
• Service Fee means the service and user fees invoiced annually or monthly under the Agreement, but does not include fees charged for used transactions. Pricing of the Service is based on the services adopted by the Customer and the transactions used, in accordance with the Price List in force from time to time.

Evenpay is responsible for delivering the Service carefully and professionally in accordance with the Agreement. Evenpay has the right to choose the delivery method of the Service and to change its content. Subcontractors may be used in providing the Service. Current subcontractors that also act as sub-processors are listed in the Data Processing Agreement. Evenpay shall notify the Customer of any new subcontractor at least thirty (30) days in advance. The Customer has the right to object to the introduction of a new subcontractor by notifying Evenpay in writing within thirty (30) days of receiving such notice. If the Customer objects to the new subcontractor, either party has the right to terminate the Agreement with thirty (30) days’ notice.

Evenpay is not responsible for authentication services or other services related to the Service that are provided to the Customer by third-party service providers.

Evenpay has the right to temporarily suspend the delivery of the Service for a reasonable period if this is necessary to carry out modifications and they cannot be performed without interruption at reasonable cost. Evenpay will notify the Customer of such interruption and its duration well in advance.

Evenpay shall use commercially reasonable efforts to make the Service available at least 99.5% of the time measured on a monthly basis, excluding scheduled maintenance. The current service level targets are described in the Service Description.

Evenpay also has the right to change the content of the Service without prior notice if this is necessary, for example due to changes in legislation, information security, or other similar reasons. Such changes will be communicated as soon as possible afterwards. The obligation to notify does not apply to technical changes such as software updates.

Evenpay is not obligated to compensate the Customer for any damage caused by temporary interruptions or changes to the content of the Service, nor to reduce or waive fees because of them, provided that the interruption (i) lasts less than 24 hours; (ii) results from a critical security fix; or (iii) results from the Customer’s own action or omission.

Evenpay has the right, without hearing the Customer, to block access to the Service using the Customer’s user account if Evenpay has reasonable grounds to suspect that the user account is overloading the Service, that the Service is being used in breach of the Agreement, or in a manner that endangers the delivery of the Service.

Evenpay shall notify the Customer of the blocking and the reason for it without undue delay. The block shall be lifted as soon as the grounds for blocking no longer exist. Blocking the Service does not affect the Customer’s obligation to pay Service Fees for the period during which the Service is blocked, if the blocking resulted from the Customer’s breach of the Agreement.

Evenpay will announce the discontinuation of an individual Service Module through Evenpay’s electronic channels at least three (3) months before the discontinuation.

Evenpay has the right to use Customer Data solely for providing the Service to the Customer. In addition, Evenpay has the right to collect and use anonymized and aggregated analytics and behavioral data generated from the use of the Service to develop and improve the Service. For clarity, the analytics and behavioral data generated from use of the Service does not include personal salary data or other sensitive information. Evenpay may use this anonymized and aggregated data, from which neither an individual Customer nor User can be identified, for statistical analysis and benchmarking purposes. All data processing is carried out in accordance with applicable data protection legislation.

The Customer shall use the Service in accordance with these Terms and Conditions, the law, and good practice. The Customer is responsible for ensuring that all work and actions under its responsibility are performed carefully and in accordance with the Agreement.

The Customer is responsible for ensuring that all Users who use the Service under the Agreement have accepted and comply with the Service Terms of Use before use begins. The Customer is responsible for the rights, obligations, and restrictions related to the use and maintenance of user accounts and passwords created using the user management tools.

The Customer must provide Evenpay with correct and sufficient information for providing and invoicing the Service (e.g. address, factors affecting pricing) and must promptly notify Evenpay of any changes. The Customer is responsible for the information and instructions it provides to Evenpay. Evenpay has the right to amend billing-related information based on information submitted to authorities. If the pricing-related information provided by the Customer is found to be incorrect, Evenpay has the right to charge the Customer retroactively based on the actual information. Evenpay is not obligated to refund fees collected based on incomplete or outdated information provided by the Customer.

The Customer must prevent unauthorized access to and unauthorized use of the Service. The Customer is responsible for acquiring and maintaining the devices, connections, and software required to use the Service, and for ensuring they do not cause harm, disruption, or damage to Evenpay or other users of the Service. The Customer is responsible for its own telecommunications and other similar costs related to using the Service. The Customer is responsible for ensuring that its devices, connections, software, and IT systems meet the system requirements of the Service provided by Evenpay. The Customer is responsible for the information security of its own IT system and communications network, as well as for the accuracy of the data stored in the Service, and for ensuring that the material does not infringe third-party rights or applicable legislation.

Evenpay has the right to change the pricing and the pricing basis of the Service. However, any price increase under the annual price review described in Price Changes below shall not exceed ten (10) percent per calendar year. Amended prices shall enter into force as set out in Price Changes below. If the Customer objects to a price increase, the Customer has the right to terminate the Agreement to take effect on the date the price increase would enter into force, or with thirty (30) days’ notice, whichever is later. For clarity, this cap does not apply to new services or features at the time of their introduction, but any subsequent price increases to such new services or features are subject to the same ten (10) percent annual maximum increase. The price of the Service is determined in accordance with Evenpay’s Price List in force from time to time, unless otherwise agreed in the offer, order confirmation, or written agreement between the parties. The valid Price List is available in Evenpay’s online service. Evenpay may, at its discretion, require the Customer to pay a reasonable advance payment or provide security.

The prices include applicable official fees, but value added tax (VAT) will be added in accordance with applicable regulations. If the amount or collection basis of official fees changes due to changes in legislation or taxation practice, the prices will be adjusted accordingly.

The price of the Service does not include travel or accommodation expenses, car usage compensation, or daily allowances related to providing the Service, implementation, or other similar reasons. These costs shall be reimbursed to Evenpay separately. The maximum amounts of reimbursements are based on the Finnish Tax Administration’s decision on tax-exempt travel expense reimbursements. Billing for travel time shall be agreed with the Customer on a case-by-case basis.

Evenpay may adjust the Service Fee and/or pricing model on the following grounds:

1) Annual Price Review

Evenpay may adjust the Service Fees and/or pricing model up to once per calendar year.

The Customer will be notified of the price change at least three (3) months in advance.

The changes will enter into force:

• in annual agreements, at the earliest at the beginning of the next Agreement Period;
• in monthly billed services, at the earliest three (3) months after the notification.

Price changes do not affect an Agreement Period that has already begun and has been paid in advance.

Evenpay may include the impact of general price and cost development as part of the above-mentioned annual price review.

2) Subcontractor Price Increases

If Evenpay’s subcontractor increases the prices of services provided to Evenpay, Evenpay has the right to increase the Service Fees charged from the Customer accordingly.

The Customer will be notified of the increase at least one (1) month before the change takes effect.

This price review does not reduce Evenpay’s right to make the annual price review described in item 1) above.

3) Statutory Changes and Taxation

Cost increases resulting from legislation, authority regulations, or tax-related changes may increase prices immediately from the effective date of the regulation or change. Evenpay will notify the Customer of such changes without delay.

The updated Price List will be published in Evenpay’s online service. Price increases do not affect Service Fees for billing periods that started before the price increase took effect.

Evenpay Oy or a partner authorized by Evenpay invoices the Service.

The billing period is a calendar month, or in annual billing twelve (12) calendar months.

Invoices are primarily sent as e-invoices to the billing address provided by the Customer. Evenpay has the right to charge an additional fee according to the Price List for paper invoices.

Payments shall be made against invoice. The payment term is thirty (30) days net, and any remarks regarding the invoice must be submitted within eight (8) days of the invoice being received by the Customer.

The Service may be closed if the Customer has invoices overdue for more than three (3) months and accrued late payment interest that have not been fully paid. A closed service will be reopened when the overdue amount including late payment interest, and the service reopening fee stated in the Price List, has been recorded as paid.

Late payment interest is the statutory late payment interest under Section 4 of the Finnish Interest Act. In the event of late payment, the Customer is also obligated to pay reminder and collection fees in accordance with the Price List. In disputes concerning an invoice, the undisputed part of the invoice must be paid by the due date.

All rights to the Service, its outputs, and materials, including source code, user manuals, and training materials, belong exclusively to Evenpay and/or third parties. The Customer has the right to use the Service and its results in its internal operations in accordance with the terms of this Agreement.

Evenpay is responsible for ensuring that the Service does not infringe third-party intellectual property rights. However, Evenpay is not responsible for infringements resulting from:

• use of the Service for a purpose for which it was not designed or approved;
• use of the Service in violation of the Agreement or applicable legislation;
• claims based on a company controlled by the Customer or under the same control as the Customer;
• modifications made by the Customer to the Service or compliance with the Customer’s instructions;
• use of the Service together with a product or service not provided by Evenpay;
• Customer Data stored in the Service.

The Customer must notify Evenpay in writing without delay if a third party claims that the Service infringes its intellectual property rights. Evenpay shall defend the Customer against such claim at its own expense and pay any damages finally awarded against the Customer or agreed in a settlement approved by Evenpay, provided that the Customer (i) gives Evenpay sole control of the defense and settlement of the claim; and (ii) provides Evenpay with reasonable assistance and the information required. The Customer shall not settle or admit liability for any such claim without Evenpay’s prior written consent.

If Evenpay considers that the Service infringes a third party’s intellectual property right, Evenpay may, at its discretion and at its own expense:

• obtain for the Customer the right to continue using the Service;
• replace the Service or part of it;
• modify the Service so that the infringement ceases.

If none of the above alternatives is reasonably possible for Evenpay, the Customer must, at Evenpay’s request, stop using the Service or the relevant part of it.

Ownership and intellectual property rights to Customer Data stored in the Service belong to the Customer or a third party. The Customer is responsible for Customer Data stored in the Service by Users and for ensuring that it has the right to use such Customer Data and that it does not infringe third-party rights or applicable legislation.

The Customer is responsible for all costs and claims presented to Evenpay or its group company that arise directly or indirectly from Customer Data or the Customer’s breach of the terms of this Agreement. Evenpay has the right, if it so wishes, to defend itself against such claims. Evenpay has the right to use Customer Data for the purpose of providing the Service.

The parties may not disclose each other’s confidential information to third parties without prior written consent. They must also ensure that their employees and representatives comply with this confidentiality obligation. This confidentiality obligation shall remain in force during the term of the Agreement and for a period of three (3) years after the termination or expiry of the Agreement. The confidentiality obligation does not apply to information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was already known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s confidential information; or (iv) is required to be disclosed by law, regulation, or court order, provided that the receiving party promptly notifies the disclosing party of such requirement.

Evenpay may, however, disclose confidential information to companies belonging to the same group or other economic grouping for the purpose of providing the Service in accordance with the Agreement.

The Customer is solely responsible for the results obtained from using the Service and for conclusions drawn from such use. Evenpay is not liable for damages resulting from incorrect or incomplete information, instructions, or material provided by the Customer, or measures taken by Evenpay based on the Customer’s instructions.

Neither party is liable to the other for any indirect damages, including but not limited to lost profit, business opportunities, reputation, expected savings, loss or corruption of data, or other special or consequential damages, even if the possibility of such damages has been communicated.

Within the limits of the above sections, Evenpay’s total liability for all damage-causing events in each twelve (12) month period starting from the Effective Date is always limited to the Service Fees (excluding VAT) paid and payable by the Customer to Evenpay during that period. If the Customer is not obligated to pay Service Fees, Evenpay’s total liability is limited to one hundred (100) euros in each such twelve (12) month period.

Evenpay is not liable for damages caused by the use of a third-party authentication service or other external services related to the Service.

The limitations of liability do not apply to liability based on breaches of confidentiality (Section 7) and infringements of intellectual property rights (Section 6), nor to damage caused by unlawful delivery, copying, or use of the Service in violation of law or the Agreement, breach of Section 9 (Export Restrictions and Sanctions Regulations), or intentional misconduct or gross negligence.

For clarity, liability arising from a party’s breach of its obligations under applicable data protection legislation or the Data Processing Agreement is subject to the limitations of liability set out in this Section 8.

The parties acknowledge that considering the nature of the Service and the fees charged, the terms of this limitation of liability clause are reasonable.

Evenpay maintains liability insurance appropriate to the nature of its business and in accordance with market practice.

The Customer shall comply with all export control and sanctions laws and regulations applicable to the Service, including those of Finland, the European Union, and the United Nations. The Customer shall not use the Service, or make the Service or related technical information available to any third party, in violation of such laws and regulations, including to any person or entity that is subject to sanctions or located in a sanctioned country or territory.

This Agreement enters into force on the date the Customer accepts the offer or order confirmation, on the date a written agreement is executed, or at the latest when the Customer begins using the Service (“Effective Date”). The Agreement is valid for twelve (12) months (“Initial Agreement Period”) and is automatically renewed for a new twelve (12) month period (“Renewal Period”; the Initial Agreement Period and each Renewal Period, each an “Agreement Period”) unless either party terminates the Agreement in writing no later than three (3) months before the end of the current Agreement Period.

If a termination notice is not delivered within the required timeframe, the Agreement will automatically renew for the next twelve (12) month Agreement Period on the same terms, and the new Agreement Period will be invoiced in advance in accordance with the Price List in force.

The termination notice must be made in writing by email to [email protected] or via the Service’s administration interface. The termination notice is deemed received on the date it is sent. The notice period is calculated from receipt of the termination notice, and termination does not affect Service Fees or other fees already invoiced or paid.

Evenpay has the right to terminate the Agreement with immediate effect if the Customer has invoices overdue for more than three (3) months.

If the Customer is declared bankrupt or becomes permanently insolvent (for example, corporate restructuring or insolvency proceedings), Evenpay may terminate the Agreement with immediate effect.

Evenpay also has the right to terminate the Agreement or suspend the Service if the Service is used in violation of the Agreement, the Service Terms of Use, or the law, or in a manner that may cause damage to the Service, Evenpay, the Customer, a third party, or any other person.

After the Agreement ends, the Customer’s data will remain in the Service for thirty (30) days, during which the Customer has the right to export its Customer Data from the Service in a commonly used, machine-readable format. After such period, Customer Data will be deleted from active systems, and all backup copies will be permanently purged within twelve (12) months of termination, unless the Customer requests earlier deletion or applicable law or authority requires longer retention. Evenpay shall provide reasonable assistance with data export at no additional cost.

Termination does not release the Customer from the obligation to pay Service Fees for the current Agreement Period, nor does it affect the Customer’s right to use the Service until the end of the current Agreement Period, unless the Agreement is terminated with immediate effect.

The Customer has the right to terminate the Agreement with immediate effect if Evenpay materially breaches the Agreement and does not remedy the breach within thirty (30) days of written notice. If the Customer terminates the Agreement on this basis, any unused portion of the Agreement Period already paid for by the Customer shall be refunded to the Customer.

Finnish law shall apply to this Agreement.

Disputes arising from the Agreement shall primarily be resolved through negotiations between the parties. If negotiations do not lead to a result, disputes arising from the Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The dispute shall be resolved by one arbitrator. The seat of arbitration shall be Helsinki, Finland, and the language of the arbitration shall be English. However, a claim concerning a monetary receivable may also be resolved in the general court of the defendant’s domicile if the defendant does not dispute its payment obligation.

Neither party is liable for failure or delay in performing its obligations under the Agreement if such failure or delay results from an unforeseeable circumstance beyond the party’s reasonable control (“Force Majeure Event”). In such event, the affected party’s obligations shall be suspended for the duration of the Force Majeure Event, and the time for performance shall be extended accordingly. The affected party shall notify the other party of the Force Majeure Event without undue delay.

If performance of the Service is to a significant extent impossible or unreasonably difficult due to a Force Majeure Event for more than one (1) month, either party has the right to terminate the Agreement with immediate effect without any obligation to compensate the other party. Any unused portion of the Agreement Period already paid for by the Customer shall be refunded to the Customer as a result of such termination.

Evenpay collects information about the Customer and each User that they provide when registering, placing an order, or using the Service. In addition, information is collected regarding the use of the Service and communication between Evenpay and the Customer. Some of this information may be personal data. Personal data relating to the Customer and its Users may only be processed for the purpose of providing the Service to the Customer. For the avoidance of doubt, Evenpay has the right to use anonymized and aggregated analytics and behavioral data, from which the Customer and its Users cannot be identified, to develop the Service in accordance with Section 3 of these Terms and Conditions.

Evenpay processes personal data relating to the Customer’s contact persons and Users’ account, billing, and usage information as a data controller in accordance with the Privacy Notice available on Evenpay’s website.

Data stored in the Service is stored and processed in the EU (Google Cloud europe-north1 for storage and Google Cloud Vertex AI europe-west4 for AI inference) and is protected in accordance with Evenpay’s ISO/IEC 27001:2022-certified information security management system and the technical and organisational measures described in the Data Processing Agreement.

With respect to personal data included in Customer Data, Evenpay acts as the data processor and the Customer as the data controller, and such processing is governed by the Data Processing Agreement. The Customer is responsible for ensuring that it has the necessary rights and legal basis to provide personal data to Evenpay for processing.

Evenpay shall notify the Customer without undue delay, and in any event within forty-eight (48) hours of becoming aware, of any security incident that affects the confidentiality, integrity, or availability of Customer Data stored in the Service. The notification shall include, to the extent available, (i) a description of the nature of the incident; (ii) the categories and approximate number of data records affected; (iii) the likely consequences; and (iv) the measures taken or proposed to address the incident and mitigate its effects. Evenpay shall cooperate with the Customer in investigating and remediating the incident.

Evenpay may use the Customer’s name and logo for reference purposes unless otherwise agreed in writing.

General notices are published in the Service, on the login page, or on Evenpay’s website, and are deemed to have come to the User’s attention at the time of publication. Such notices include, for example, announcements of new features and planned maintenance work.

Evenpay has the right to send Users notices concerning the Service, including announcements of new features. In addition, Evenpay may target marketing campaigns to the Customer’s personnel and stakeholders, provided that separate user-specific consent has been obtained.

The Customer may deliver notices to Evenpay through the Service (e.g. support requests) or by email to: [email protected].

All claims by either party against the other party based on this Agreement must be submitted in writing no later than three (3) months from the time the claiming party became aware of the grounds for the claim, or should reasonably have become aware of such grounds.

The parties do not have the right to assign this Agreement or their rights or obligations under it to a third party without the other party’s prior written consent.

However, Evenpay has the right to freely assign the Agreement to a company within the same group or to an entity resulting from a business transfer, corporate restructuring, or similar arrangement by notifying the Customer in writing.

The Agreement consists of the following documents:

• Offer, order confirmation, or written agreement between the parties
• These Terms and Conditions (published on Evenpay’s website)
• Data Processing Agreement V.1.1 (DPA)
• Service Description & SLA V.1.2

In the event of a conflict between parts of the Agreement, the following order of precedence applies:

1. Offer, order confirmation, or written agreement between the parties
2. These Terms and Conditions (published on Evenpay’s website)
3. Data Processing Agreement V.1.1 (DPA)
4. Service Description & SLA V.1.2

If there is a conflict between the different contractual documents, the document higher in the order of precedence shall prevail. For the avoidance of doubt, the terms of the offer, order confirmation, or written agreement shall prevail over these Terms and Conditions in the event of a conflict.

Evenpay may update or amend these Terms and Conditions as necessary. Changes are divided into minor changes and material changes as described below.

Evenpay has the right to make minor changes to the Agreement or the Service at any time without prior notice. Minor changes mean technical, administrative, or legislation-driven updates that do not materially increase the Customer’s obligations or reduce the Customer’s rights. Such changes enter into force immediately upon publication on Evenpay’s website or in the Service.

Material changes mean changes that materially increase the Customer’s obligations or reduce the Customer’s rights. Price changes are governed exclusively by Section 5. Evenpay will notify the Customer of material changes in writing at least three (3) months before they enter into force. The notice will describe the content of the change, the effective date, and the Customer’s right to terminate the Agreement if the change is not accepted.

Material changes enter into force at the earliest three (3) months after notification, and always at the earliest at the start of the next Agreement Period.

If the Customer does not accept a material change, the Customer has the right to terminate the Agreement to end at the end of the current Agreement Period by notifying Evenpay in writing within thirty (30) days of receiving the change notice. The Customer is deemed to have accepted the change if it continues using the Service after the change enters into force.

These Terms and Conditions and the Service Terms of Use are always available in their most current version on Evenpay’s website at evenpay.io/terms-and-conditions. They also state the date of the most recent change. Evenpay will send the Customer an email notification whenever the Terms and Conditions or the Service Terms of Use are updated. If an update constitutes a material change, the Customer has the right to terminate the Agreement in accordance with Section 19.2.