TP Aurora Terms of Service

Last Updated: 06.05.25

These Terms of Service between the Customer and Aibidia Oy (a Finnish limited liability company with a business ID 2661124-8, Aibidia or the Supplier) set forth the terms and conditions for the use of the Aibidia Service (the Agreement).

IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THESE TERMS AND CONDITIONS. BY REGISTERING WITH THE AIBIDIA SERVICE OR BY OTHERWISE ENTERING INTO THIS AGREEMENT OR BY USING THE AIBIDIA SERVICE YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD AND THAT YOU AGREE TO THE TERMS AND CONDITIONS SET OUT BELOW. PLEASE NOTE THAT IF YOU DO NOT ACCEPT OR AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE OR ACCESS THE AIBIDIA SERVICE.

Any referral to "Agreement" shall include these Terms of Service and the documents referred to herein. In addition to these Terms of Service, you agree to comply with any supplemental policies or operating rules of the Aibidia Service, such as any usage restrictions and usage limits, that may be published from time to time on the Aibidia Service.

1. DEFINITIONS

For the purpose of this Agreement, the following capitalized terms shall have the meanings defined below:

• Affiliate: Any legal entity which is directly or indirectly owned or controlled by a party or directly or indirectly owning or controlling a party or under the same direct or indirect ownership or control as a party for so long as such ownership or control lasts.
• Aibidia Service: Aibidia’s artificial intelligence powered software tool ‘TP Aurora’ (and related services, websites, applications, add-ons, plug-ins, components and programs).
• Authorized User: The Customer’s and its Affiliates’ employees, contractors, consultants or other individuals who have the right to use the Aibidia Service under this Agreement.
• Customer: The customer entity entering into this Agreement and subscribing to the Aibidia Service.
• Customer Data: All information or material that the Customer, its Affiliate or an Authorized User submits to the Aibidia Service or processes, stores or generates in the Aibidia Service, including any text-based prompts or queries.
• IBFD: ‘Stichting Internationaal Belasting Documentatie Bureau’.
• Intellectual Property Rights: All intellectual property rights worldwide, including copyrights, trademarks, trade names, trade secrets, patents, utility models, designs, database rights, methods, processes and inventions.
• Output: Any text, information or content generated by TP Aurora in response to any user query.

2. AIBIDIA SERVICE

2.1 Grant of rights

• Upon the subscription of the Aibidia Service and subject to compliance with the terms of this Agreement and payment of the applicable service fees, the Supplier grants to the Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to access and use the Aibidia Service and the Output for the Customer’s internal business purposes.

2.2 General

• The person signing or otherwise accepting this Agreement represents and warrants that it has the authority to bind the Customer.
• The user credentials of the Aibidia Service are personal to each Authorized User and the use of Aibidia Service is not allowed by anyone other than the Authorized User.

3. CHANGES AND INTERRUPTIONS TO THE AIBIDIA SERVICE

3.1 Changes

• The Supplier reserves the right to make changes to the Aibidia Service and develop the Aibidia Service which the Supplier deems necessary and which changes shall not materially affect the Aibidia Service.

3.2 Temporary interruptions

• In the event of an emergency, failure, suspected failure, or a security breach, the Aibidia Service may be temporarily interrupted or suspended.

4. RESTRICTION ON USE OF THE AIBIDIA SERVICE AND THE OUTPUT

4.1 The Aibidia Service is licensed to the Customer only under the terms of this Agreement, and the Supplier reserves all rights not expressly provided herein.

4.2 The Customer shall not use the Aibidia Service in violation of applicable laws, including for the purpose of facilitating tax evasion.

5. CUSTOMER DATA, DATA PROTECTION AND PROCESSING OF PERSONAL DATA

5.1 Customer Data

• The Supplier uses Azure automated backup capabilities to back-up Customer Data but does not guarantee availability of backup functionality.

5.2 Data Protection and Processing of Personal Data

• The Supplier acts as a data processor and the Customer acts as a data controller regarding the processing of personal data included in Customer Data.

6. GENERAL RESPONSIBILITIES OF THE CUSTOMER

6.1 The Customer shall:

• Maintain confidential and secure all identifying codes, passwords and other Confidential Information.
• Prevent unauthorized access to or use of the Aibidia Service.

7. FEES AND PAYMENT

7.1 The Customer shall pay fees set forth in the Supplier’s price list in force from time to time.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Except for the limited license rights expressly granted to the Customer, the Supplier and its third party suppliers shall retain all Intellectual Property Rights in and to the Aibidia Service and the Output.

9. TERM AND TERMINATION

9.1 Term and Termination

9.1.1 This Agreement commences on the date the Customer first accepts it and continues until the subscription has expired or been terminated.

9.2 Customer Data upon termination

• Within a reasonable time from the expiry or termination of the Agreement, the Supplier shall destroy or anonymize the Customer Data.

10. INDEMNIFICATION BY CUSTOMER

10.1 The Customer shall indemnify the Supplier from any third party claim arising out of or relating to the Customer’s use of the Aibidia Service.

11. NO WARRANTY

11.1 The Aibidia Service and the Output it generates are provided on an ”AS IS” basis, without warranty of any kind.

12. LIMITATION OF LIABILITY

12.1 In no event shall the Supplier be liable for any incidental, special, indirect or consequential damages.

13. CONFIDENTIALITY

13.1 The Parties undertake to keep confidential all confidential Information received from the other Party.

14. MISCELLANEOUS

14.1 The Supplier is allowed to use the Customer’s name and logo in its marketing of the Aibidia Service.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 This Agreement shall be governed by the laws of Finland.

15.2 Any dispute shall be settled by arbitration in accordance with the rules of the Finnish Central Chamber of Commerce.