Terms of Service
Last Updated: 25 February 2026
These Terms of Service ("Terms" or "ToS") govern the Customer's access to and use of the Service provided by Scale Company Oy ("Scale"). By executing an Order Form, completing a self-serve checkout, or otherwise accessing or using the Service, the Customer agrees to be bound by these Terms.
These Terms, together with any Order Form(s), the Privacy Policy (available at scale-company.com/privacy), and the Data Processing Agreement ("DPA"), constitute the agreement between Scale and the Customer (collectively, the "Agreement").
In the event of any discrepancy between the documents forming the Agreement, the following order of precedence shall apply: (1) the applicable Order Form; (2) the DPA; (3) these Terms; (4) the Privacy Policy.
Definitions
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.
"Agreement" means these Terms, together with any Order Form(s), the Privacy Policy, and the DPA.
"Authorized User" means any individual who is authorized by the Customer to access and use the Service under the Customer's account, including employees, contractors, and consultants of the Customer or its Affiliates.
"Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with the Agreement, whether in oral, written, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, product roadmaps, pricing, Customer Data, and the terms of the Agreement.
"Customer" means the entity that executes an Order Form, completes a self-serve checkout, or otherwise agrees to these Terms.
"Customer Data" means all electronic data or information submitted by or for Customer to the Service, or collected and processed by or for Customer using the Service, including documents, project data, and any Personal Data contained therein.
"Documentation" means the user guides, help articles, API documentation, and other technical documentation made available by Scale describing the features, functionality, and use of the Service, as updated from time to time.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, design rights, know-how, and all other intellectual property rights, whether registered or unregistered, and all applications, renewals, and extensions thereof, worldwide.
"Order Form" means a written or electronic ordering document executed by the Parties or completed through Scale's self-serve checkout that specifies the Service, Subscription Term, fees, and other commercial terms.
"Party" means Scale or the Customer, as applicable, and "Parties" means both.
"Personal Data" has the meaning given to it in the DPA.
"Service" means the AI-powered innovation intelligence platform and related cloud-based services provided by Scale to the Customer under the Agreement, as described in the applicable Order Form or self-serve checkout, and as further described in the Documentation.
"Subscription Term" means the period during which the Customer is entitled to access and use the Service, as specified in the applicable Order Form or self-serve checkout.
The Service
2.1 Provision
Scale shall make the Service available to the Customer in accordance with the Agreement and the applicable Order Form(s). Scale shall use commercially reasonable efforts to provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards.
2.2 Access
The Customer is responsible for ensuring that all Authorized Users comply with these Terms and the Agreement. The Customer shall be liable for any acts or omissions of its Authorized Users in connection with the Service as if such acts or omissions were those of the Customer itself.
2.3 Modifications
Scale may update, modify, or enhance the Service from time to time in its sole discretion. Scale shall provide the Customer with at least thirty (30) days' prior written notice of any modification that materially and adversely affects the functionality of the Service. If such modification materially and adversely affects the Customer's use of the Service, the Customer may terminate the Agreement by providing written notice to Scale within thirty (30) days of receiving Scale's notice, and Scale shall refund any prepaid fees covering the remainder of the Subscription Term following the effective date of termination.
2.4 Third-Party AI Models
The Service uses artificial intelligence models to analyze Customer-uploaded documents and generate innovation insights and recommendations. By default, the AI engine is powered by Google Vertex AI. Where the Customer configures a third-party AI provider through the Service, processing by that provider is subject to that provider's terms, and the Customer is responsible for reviewing and accepting such terms.
All AI processing occurs within EU infrastructure by default (Google Cloud Platform, europe-north1 and europe-west3 regions). Where the Customer configures a third-party AI provider, the processing location is determined by that provider's terms.
Scale's default AI provider (Google Vertex AI) is contractually prohibited from using Customer Data to train, retrain, or otherwise optimize its general-purpose AI models. Where the Customer configures a third-party AI provider, the Customer is responsible for reviewing that provider's data use terms. The processing of Personal Data in connection with AI features is governed by the DPA.
2.5 Availability
Scale shall use commercially reasonable efforts to make the Service available. Unless otherwise specified in an applicable Order Form, the Service is provided on an "as available" basis and Scale does not guarantee any specific level of availability or uptime. Any service level commitments, if applicable, shall be set forth in a separate Service Level Addendum or the applicable Order Form.
Customer Obligations
3.1 Customer Data
The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. The Customer represents and warrants that it has obtained all necessary rights, consents, and permissions to submit Customer Data to the Service and to authorize Scale to process such data in accordance with the Agreement.
3.2 Acceptable Use
The Customer shall not, and shall ensure that its Authorized Users do not:
(a) use the Service in violation of any applicable law, regulation, or third-party right;
(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying algorithms of the Service, except to the extent expressly permitted by applicable mandatory law;
(c) attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service;
(d) introduce any virus, trojan, worm, or other harmful or malicious code into the Service;
(e) use the Service to transmit unsolicited communications or to engage in any activity that constitutes harassment, fraud, or deception;
(f) interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein; or
(g) use the Service in any manner that could damage, disable, overburden, or impair the Service.
3.3 Account Security
The Customer is responsible for maintaining the confidentiality of all login credentials associated with its account and for all activities that occur under its account. The Customer shall promptly notify Scale of any unauthorized use of its account or any other breach of security of which the Customer becomes aware.
3.4 Compliance with Laws
The Customer shall comply with all applicable laws and regulations in connection with its use of the Service, including without limitation data protection and privacy laws.
3.5 Backups
While Scale maintains backups of Customer Data as part of its standard operational procedures, the Customer is responsible for maintaining its own independent backups of Customer Data. Scale shall not be liable for any loss of Customer Data to the extent the Customer has failed to maintain adequate backups.
Right to Use the Service
4.1 License Grant
Subject to the terms and conditions of the Agreement and payment of applicable fees, Scale grants the Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service during the Subscription Term solely for the Customer's internal business purposes, in accordance with the Documentation and the applicable Order Form.
4.2 Scope
The license granted under Section 4.1 extends to the Customer and its Affiliates, provided that the Customer remains responsible for its Affiliates' compliance with the Agreement.
4.3 Restrictions
The Customer shall not:
(a) resell, sublicense, lease, or otherwise make the Service available to any third party, except as expressly permitted under Section 4.2;
(b) use the Service for the benefit of any third party, including as part of a service bureau, outsourcing, or time-sharing arrangement;
(c) publish or disclose the results of any benchmark or performance tests of the Service to any third party without Scale's prior written consent, except that this restriction does not apply to the Customer's use of the anonymized benchmarking features described in Section 3.5 of the DPA; or
(d) use the Service in any manner not expressly authorized by the Agreement.
Suspension of Service
5.1 Planned Maintenance
Scale may temporarily suspend access to the Service for planned maintenance. Scale shall use commercially reasonable efforts to provide advance notice of planned maintenance and to schedule such maintenance during off-peak hours.
5.2 Security
Scale may immediately suspend the Customer's access to the Service, in whole or in part, if Scale reasonably determines that:
(a) the Customer's use of the Service poses a security risk to the Service or any third party;
(b) the Customer's use of the Service may adversely impact the Service, other customers, or Scale's infrastructure; or
(c) suspension is required to comply with applicable law or a court order.
Scale shall provide the Customer with notice of such suspension as soon as reasonably practicable and shall restore access promptly once the grounds for suspension have been resolved.
5.3 Non-Payment
If the Customer fails to pay any undisputed fees when due and such failure continues for fourteen (14) days after Scale provides written notice of the overdue payment, Scale may suspend the Customer's access to the Service until all outstanding amounts are paid in full.
5.4 Insolvency
Scale may suspend the Service if the Customer becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to proceedings under any bankruptcy or insolvency law.
5.5 Misuse
Scale may immediately suspend the Customer's access to the Service if the Customer materially breaches Section 3.2 (Acceptable Use) and such breach, in Scale's reasonable judgment, requires immediate action to protect the Service or other customers.
Fees and Payment
6.1 Fees
The Customer shall pay Scale the fees specified in the applicable Order Form or as displayed at the time of self-serve checkout ("Fees"). Unless otherwise specified in the Order Form, Fees are non-refundable except as expressly provided in the Agreement.
6.2 Invoicing
Scale shall invoice the Customer in accordance with the billing frequency specified in the applicable Order Form or self-serve checkout (monthly or annually). Unless otherwise specified, invoices are due and payable within thirty (30) days of the invoice date.
6.3 Price Changes
Scale may change the Fees applicable to any renewal Subscription Term by providing the Customer with at least thirty (30) days' prior written notice before the start of the renewal term. If the Customer does not agree to the price change, the Customer may terminate the Agreement by providing written notice to Scale before the start of the renewal term.
6.4 Taxes
All Fees are exclusive of applicable taxes, including value added tax (VAT), sales tax, and other similar taxes or government charges. The Customer is responsible for the payment of all such taxes, except for taxes based on Scale's net income. If Scale is required to collect or remit taxes on behalf of the Customer, such taxes will be invoiced to the Customer.
6.5 Late Payment
Any amounts not paid when due shall accrue interest at the rate specified in the Finnish Interest Act (633/1982), as amended from time to time, from the date payment was due until the date payment is received.
Free Trial
7.1 Availability
Scale may, at its sole discretion, offer the Customer a free trial of the Service for a limited period ("Free Trial"). The duration and scope of the Free Trial shall be as communicated by Scale.
7.2 Limitations
Each Customer is entitled to one (1) Free Trial only. Scale may modify, limit, or terminate the Free Trial at any time without prior notice. At the end of the Free Trial, the Customer's access to the Service will terminate unless the Customer subscribes to a paid Subscription Term.
7.3 Data Protection
The DPA and Privacy Policy apply during the Free Trial. The Customer's obligations regarding Customer Data under the Agreement apply in full during the Free Trial period.
7.4 Liability
Notwithstanding anything to the contrary in the Agreement, during the Free Trial, the Service is provided "as is" without any warranty, and Scale's total aggregate liability for any claims arising out of or related to the Free Trial shall not exceed fifty euros (€50).
Intellectual Property Rights
8.1 Scale IP
Scale and its licensors own and retain all right, title, and interest in and to the Service, including all software, algorithms, AI orchestration logic, user interfaces, Documentation, and all related Intellectual Property Rights. The Customer's use of the Service does not convey any ownership rights to the Customer.
Scale owns all right, title, and interest in any anonymized and aggregated data derived from the use of the Service, as described in Section 3.5 of the DPA. Such data does not constitute Customer Data.
8.2 Customer Data IP
The Customer owns and retains all right, title, and interest in and to the Customer Data, including all Intellectual Property Rights therein. The Customer grants Scale a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, and process the Customer Data solely to the extent necessary to provide the Service in accordance with the Agreement.
For the avoidance of doubt, the license granted under this Section 8.2 does not include the right to use Customer Data to train, retrain, fine-tune, or otherwise optimize any artificial intelligence or machine learning model, whether Scale's own or any third party's. This restriction is consistent with and subject to Section 5.9 of the DPA.
8.3 Customer Responsibility
The Customer represents and warrants that the Customer Data does not infringe the Intellectual Property Rights or other rights of any third party. The Customer shall be solely responsible for resolving any claims related to the Customer Data.
8.4 Feedback
If the Customer provides Scale with any suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), the Customer grants Scale a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, and incorporate such Feedback into the Service or Scale's other products and services without any obligation or compensation to the Customer.
Confidentiality
9.1 Definition
"Confidential Information" is defined in Section 1 (Definitions). Confidential Information does not include information that:
(a) is or becomes publicly available through no fault of the Receiving Party;
(b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, without any obligation of confidentiality;
(c) is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality;
(d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or
(e) is required to be disclosed by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent permitted by law) and cooperates with the Disclosing Party's efforts to seek a protective order or other appropriate remedy.
9.2 Obligations
Each Party shall:
(a) hold the other Party's Confidential Information in strict confidence;
(b) not disclose the other Party's Confidential Information to any third party except to its employees, contractors, advisors, and Affiliates who have a need to know and are bound by confidentiality obligations no less protective than those set out in this Section 9;
(c) use the other Party's Confidential Information solely for the purposes of exercising its rights or performing its obligations under the Agreement; and
(d) protect the other Party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care.
9.3 Duration
The obligations under this Section 9 shall remain in effect for a period of five (5) years from the date of disclosure of the applicable Confidential Information, or, with respect to trade secrets, for so long as such information qualifies as a trade secret under applicable law, whichever is longer.
9.4 Survival
The obligations under this Section 9 shall survive the termination or expiry of the Agreement in accordance with Section 9.3.
Data Protection
10.1 Data Processing Agreement
To the extent the Customer's use of the Service involves the processing of Personal Data, such processing shall be governed by the DPA, which is incorporated into the Agreement by reference. The DPA is available at scale-company.com/dpa.
10.2 Privacy Policy
Scale's processing of personal data for its own purposes (such as account management, service improvement, and analytics) is governed by Scale's Privacy Policy, available at scale-company.com/privacy.
Warranties
11.1 Mutual Warranties
Each Party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
(b) it has the legal power and authority to enter into and perform its obligations under the Agreement; and
(c) the execution, delivery, and performance of the Agreement does not conflict with any other agreement to which it is a party.
11.2 Service Warranty
Scale warrants that the Service will perform substantially in accordance with the Documentation during the Subscription Term. If the Service fails to conform to this warranty, the Customer shall notify Scale in writing within thirty (30) days of discovering the non-conformity, and Scale shall use commercially reasonable efforts to correct the non-conformity. If Scale is unable to correct the non-conformity within a reasonable period, the Customer may terminate the affected Order Form and receive a pro rata refund of any prepaid Fees for the remainder of the Subscription Term.
11.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." SCALE MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SCALE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. SCALE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT GENERATED BY THE SERVICE'S AI FEATURES, AND THE CUSTOMER ACKNOWLEDGES THAT AI OUTPUTS ARE ADVISORY ONLY AND DO NOT SUBSTITUTE FOR PROFESSIONAL JUDGMENT.
Indemnification
12.1 By Scale
Scale shall defend, indemnify, and hold harmless the Customer and its Affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from allegations that the Customer's authorized use of the Service infringes a third party's Intellectual Property Rights. Scale's obligations under this Section 12.1 shall not apply to the extent any claim arises from:
(a) the Customer Data;
(b) modifications to the Service not made or authorized by Scale;
(c) the Customer's use of the Service in combination with products, services, or technologies not provided by Scale, where the infringement would not have occurred but for such combination; or
(d) the Customer's use of the Service in violation of the Agreement.
12.2 By Customer
The Customer shall defend, indemnify, and hold harmless Scale and its Affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:
(a) the Customer Data, including any claim that the Customer Data infringes a third party's Intellectual Property Rights or violates applicable law;
(b) the Customer's use of the Service in violation of the Agreement; or
(c) any breach by the Customer of its representations, warranties, or obligations under the Agreement.
12.3 Procedures
The indemnifying Party's obligations under this Section 12 are conditioned upon:
(a) the indemnified Party providing prompt written notice of the claim (provided that failure to provide prompt notice shall not relieve the indemnifying Party of its obligations except to the extent materially prejudiced);
(b) the indemnified Party granting the indemnifying Party sole control of the defense and settlement of the claim (provided that no settlement shall impose any obligation on the indemnified Party or admit liability on its behalf without the indemnified Party's prior written consent); and
(c) the indemnified Party providing reasonable cooperation to the indemnifying Party at the indemnifying Party's expense.
12.4 IP Remedies
If the Service becomes, or in Scale's reasonable opinion is likely to become, the subject of an infringement claim, Scale may, at its sole option and expense:
(a) procure the right for the Customer to continue using the Service;
(b) modify the Service so that it becomes non-infringing without materially reducing its functionality;
(c) replace the Service with a functionally equivalent non-infringing alternative; or
(d) if none of the foregoing options is commercially reasonable, terminate the affected Order Form and refund to the Customer any prepaid Fees covering the remainder of the Subscription Term.
Limitation of Liability
13.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Liability Cap
EXCEPT AS SET FORTH IN SECTIONS 13.3 AND 13.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) TEN THOUSAND EUROS (€10,000).
13.3 Super Cap
FOR CLAIMS ARISING FROM A BREACH OF SECTION 9 (CONFIDENTIALITY) OR OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION), EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TWO HUNDRED AND FIFTY THOUSAND EUROS (€250,000).
13.4 Excluded Claims
The limitations set forth in Sections 13.1, 13.2, and 13.3 shall not apply to:
(a) the Customer's payment obligations under the Agreement;
(b) liability arising from a Party's gross negligence or willful misconduct; or
(c) liability that cannot be excluded or limited under applicable mandatory law.
13.5 Basis of Bargain
The Parties acknowledge that the Fees reflect the allocation of risk set forth in the Agreement, including the limitations of liability in this Section 13, and that neither Party would have entered into the Agreement without these limitations.
Term and Termination
14.1 Term
The Subscription Term shall be as specified in the applicable Order Form or self-serve checkout. Unless otherwise specified in the Order Form, the Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.
14.2 Termination for Convenience
Either Party may terminate the Agreement by providing at least thirty (30) days' prior written notice to the other Party. If the Customer terminates for convenience, no refund of prepaid Fees shall be due. If Scale terminates for convenience, Scale shall refund any prepaid Fees covering the remainder of the Subscription Term following the effective date of termination.
14.3 Termination for Cause
Either Party may terminate the Agreement by written notice if:
(a) the other Party commits a material breach of the Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the nature of the breach; or
(b) the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to proceedings under any bankruptcy or insolvency law.
14.4 Effect of Termination
Upon termination or expiry of the Agreement:
(a) the Customer's right to access and use the Service shall immediately cease;
(b) the Customer may request the return or export of Customer Data within one hundred and twenty (120) days following the effective date of termination or expiry, in accordance with Section 9.2 of the DPA;
(c) after the expiry of the one hundred and twenty (120) day period referred to in paragraph (b), Scale may delete all Customer Data in accordance with the DPA, unless retention is required by applicable law;
(d) each Party shall promptly return or destroy the other Party's Confidential Information in its possession, except to the extent retention is required by applicable law or regulation.
14.5 Refunds
No refunds shall be due upon termination except as expressly provided in the Agreement, including:
(a) termination for convenience by Scale (Section 14.2);
(b) termination due to material adverse Service modification (Section 2.3);
(c) termination due to sub-processor objection (Section 6.5 of the DPA);
(d) termination due to failure to cure Service warranty non-conformity (Section 11.2); or
(e) IP remedies (Section 12.4).
14.6 Survival
The following Sections shall survive the termination or expiry of the Agreement: Section 1 (Definitions), Section 8 (Intellectual Property Rights), Section 9 (Confidentiality), Section 10 (Data Protection), Section 11.3 (Disclaimer), Section 12 (Indemnification), Section 13 (Limitation of Liability), Section 14.4 (Effect of Termination), Section 14.5 (Refunds), Section 14.6 (Survival), Section 16 (Governing Law and Disputes), and Section 17 (General Provisions).
Modifications to Terms
Scale may modify these Terms from time to time. Scale shall provide the Customer with at least thirty (30) days' prior written notice of any material changes to these Terms. The updated Terms shall be effective on the date stated in the notice. The Customer's continued use of the Service after the effective date of the modified Terms constitutes acceptance of such modifications. If the Customer does not agree to the modified Terms, the Customer may terminate the Agreement by providing written notice to Scale before the effective date of the modifications, and Scale shall refund any prepaid Fees covering the remainder of the Subscription Term following the effective date of termination.
Governing Law and Disputes
16.1 Governing Law
The Agreement and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of Finland, without regard to its conflict of laws rules.
16.2 Arbitration
Any dispute, controversy, or claim arising out of or relating to the Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English. The arbitral proceedings and the award shall be confidential.
16.3 Small Claims
Notwithstanding Section 16.2, Scale may bring a claim for unpaid Fees in the Helsinki District Court (Helsingin käräjäoikeus).
General Provisions
17.1 Entire Agreement
The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. The order of precedence among the documents forming the Agreement is: (1) the applicable Order Form; (2) the DPA; (3) these Terms; (4) the Privacy Policy.
17.2 Assignment
Neither Party may assign the Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign the Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of the Agreement. Any purported assignment in violation of this Section shall be void.
17.3 Independent Contractors
The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.
17.4 No Third-Party Beneficiaries
The Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in the Agreement, express or implied, confers upon any third party any legal or equitable right, benefit, or remedy.
17.5 Severability
If any provision of the Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith a valid, legal, and enforceable substitute provision that most nearly reflects the original intent of the invalid provision.
17.6 Waiver
The failure of either Party to enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving Party.
17.7 Notices
All notices required or permitted under the Agreement shall be in writing and shall be deemed given:
(a) when delivered personally;
(b) when sent by email to the email address on file for the receiving Party (with confirmation of receipt); or
(c) three (3) business days after being sent by registered mail.
Notices to Scale shall be sent to legal@scale-company.com. Notices to the Customer shall be sent to the email address associated with the Customer's account or as specified in the applicable Order Form.
17.8 Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations under the Agreement (other than payment obligations) to the extent such failure or delay results from circumstances beyond the Party's reasonable control, including but not limited to natural disasters, acts of government, epidemics, pandemics, war, terrorism, labor disputes, power failures, internet or telecommunications failures, or denial-of-service attacks. The affected Party shall promptly notify the other Party of the force majeure event and use commercially reasonable efforts to mitigate its impact.
17.9 Customer Reference
The Customer agrees that Scale may use the Customer's name and logo to identify the Customer as a customer of Scale in Scale's marketing materials, website, and customer lists. The Customer may withdraw this consent at any time by providing written notice to Scale, and Scale shall remove the Customer's name and logo within thirty (30) days of receiving such notice.
17.10 EU Data Act
For Customers established in the European Union, the Parties acknowledge that the Service may be subject to Regulation (EU) 2023/2854 (the "EU Data Act"). To the extent the EU Data Act applies, any additional terms required for compliance shall be set forth in a separate EU Data Act Addendum, which shall form part of the Agreement upon execution.
17.11 Subcontractors
Scale may engage subcontractors to perform its obligations under the Agreement, provided that Scale shall remain responsible for the performance of its obligations and for the acts and omissions of its subcontractors. The engagement of sub-processors for the processing of Personal Data is governed by the DPA.
Contact Information
Scale Company Oy
Business ID: 3193447-1
Fenixinrinne 4 C 34,
00580 Helsinki,
Finland
Email: legal@scale-company.com
Privacy: gdpr@scale-company.com
Website: scale-company.com
