Terms of Service

Effective date: 1 August 2025

These Terms of Service (“Terms”) apply to the Agreements on the provision of the Service by Clairvoyant Oy (“Clair”), (Business ID: 3507430-9) to its customers (“Customer”). These Terms form part of the Agreement. Clair and the Customer are referred to each as a “Party” and together as the “Parties”.

Table of contents

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1. Definitions

The following terms shall have the meanings assigned to them herein, unless otherwise agreed in the Agreement.‍

“Agreement” 
‍Shall mean the Service Agreement between the Parties and all the Appendices attached to it.‍

“Confidential Information”
Shall mean all information and/or business or trade secrets disclosed by a Party to the other Party, which is marked by the disclosing Party as confidential, or that the receiving Party should reasonably otherwise understand to be confidential, including all documents, information, data and other material (including but not limited to technical, commercial, product, customer, financial and other proprietary or confidential information and material, such as inventions, prototypes, drawings, plans, specifications and information concerning Intellectual Property Rights) irrespective of the manner or form in which the information is disclosed or how the Party receiving the information otherwise learns it or whether the information can be or has been protected as an Intellectual Property Right by the disclosing Party.‍

“Customer Content”
Shall mean the content, and materials that the Customer and Users produce and import into the Platform.‍

“Customer Data”
Shall mean all the data including Customer Content that the Customer adds to the Service.‍

“Error”
Shall mean an error in the Service, which prevents it from operating entirely or in any material respect. Service interruptions listed in Section 5, or disruptions caused by a Force Majeure event, do not constitute Errors.‍

“Intellectual Property Rights”Shall mean copyrights, including the right to transfer the copyrights and the right to alter the works protected by copyright, patents, utility models, registered and unregistered designs, registered and unregistered trademarks, trade secrets and know-how, data and information, and other intellectual property rights, whether or not capable of registration, whether or not registered, and applications of any of the foregoing.‍

“Platform”
Shall mean the online Platform accessed through the web-based or a mobile app interface.‍

”Service Availability”
Shall mean the specific date agreed upon in the Agreement when the Service, upon successful integration, if any, is ready and made available for use by the Customer.‍

“Service”
Shall mean Clair’s AI-powered assortment planning and demand forecasting solution designed for retail and consumer goods companies. The solution enables customers to plan retail assortments and generate demand forecasts for new products.‍

”Service Fees”
Shall mean the fees described in the Service Agreement.‍

”Statistical Information”
Shall mean Customer Data stored in or otherwise processed through the Service, whether in its original form or processed and/or combined with other data, provided that such information does not identify any individual or the Customer. 

”User”
Shall mean a person or other entity that has a contractual relationship with the Customer and uses the Platform.

”User Account”
Shall mean an individual account created for the Service. Each User Account represents a unique User. These accounts allow individual Users to access and use the Service under the supervision of the Customer.

2. Provision of the service

  1. Clair has developed an AI-powered assortment planning and demand forecasting solution designed for retail and consumer goods companies. The solution enables customers to plan retail assortments and generate demand forecasts for new products (“Service”). Use of the Services requires and account and acceptance of these Terms. 
  2. The Service is provided as a Software-as-a-Service (SaaS) offering. Users access the Service remotely through a web-based interface and APIs (Application Programming Interface). Clair hosts, maintains, and operates the platform infrastructure, including updates and general availability.
  3. The Customer is granted a limited, non-transferrable right to access and use the Service in accordance with these Terms during the term of the Agreement. By using the Service, the user acknowledges and accepts that the Service is delivered on a SaaS basis and may evolve over time through updates and additional features introduced by Clair. 
  4. Clair shall be entitled to make such a change to the Platform that (i) relates to the production environment of the Platform and does not affect the contents of the Platform; (ii) is necessary to prevent severe data security risk related to the Platform; or (iii) results from law or regulations by authorities. 
  5. In case Clair shall make a change to the Platform other than specified in Section 2.4, having a material effect on the contents of the Platform, Clair must inform the Customer about the change in writing at least 30 days before the effective date of the change and the Customer shall have the right to terminate the Agreement by giving 30 days prior written notice. If not given, the Customer shall be deemed to have accepted the change. 
  6. The Platform enables data import from source systems to target systems. However, Clair shall not be responsible for the accuracy, completeness, or quality of any imported data, and any errors or issues arising from such imported data shall be the sole responsibility of the Customer.

3. User accounts and compatibility

  1. The Customer is responsible for activities made by using the User Accounts. If the Customer has a reason to believe that the security of the User Accounts has been compromised, the Customer shall notify Clair immediately.
  2. Clair shall create the User Accounts for each User and provide the prospective User with a log-in code. This code allows the User to log into the Platform to use the Service.

4. Subscription fees and payment terms

  1. Customers shall pay the Subscription Fees as set forth in the Agreement. The amount of the Subscription Fees may be updated annually, and the updated version shall become binding to Customers for their next subscription period.
  2. The Customer and Clair may agree on a fixed Subscription Fee for a specified term. During this term, the fees shall not be subject to any annual increase. The specified term and fixed fee shall be detailed in the Agreement.
  3. The first Subscription Fee for the use of the Service shall be invoiced on the Effective Date.
  4. The subsequent Subscription Fees shall be paid annually on the 1st of January and are due within fourteen (14) days of the date of the invoice unless otherwise agreed in the Agreement. All Subscription Fees are non-refundable except as expressly provided in the Service Agreement.
  5. All prices are exclusive of taxes, duties, and the like (“Taxes”). All such Taxes, if any, are the responsibility of the Customer. All payments shall be made without withholding or deduction of Taxes imposed or levied by the country of destination unless such withholding or deduction is required by law. If withholding tax is payable in the country of destination, Customer will pay such additional amounts in order that the net amounts received by Clair after such withholding shall equal the amounts of the fees payable under the respective agreement which would otherwise have been receivable in the absence of such withholding or deduction. The Customer shall promptly provide Clair with copies of documentation evidencing that it has paid all withholding and like Taxes in accordance with the laws of the country of destination.
  6. If a Customer fails to pay any sum due, interest shall be according to the Interest Act (633/1982, as amended) of Finland.

5. Service Level and support service

  1. We act as an independent controller for processing necessary data to manage our software service.
  2. We may market and inform you about Clair’s services. We may combine the data collected about you from publicly available sources, and from our different interactions with you. Further, your personal data may also be used for market research.
  3. Processing of personal data is based on our legitimate interest to collect and analyse relevant information to better understand our Clients and Users and develop relevant services.
  4. Based on your consent we may store and access information, including personal data, on your device in order to create personalized ads profile and deliver relevant content at the website (e.g. information and ads about Clair) as well as to measure the effectiveness of the advertising. Respectively, your personal data may also be processed to develop and improve the Service.

6. Suspensions of the service

  1. Clair may suspend the provision of the Service and/or access to the Platform:
    1. if it is necessary for the purposes of installation, change or maintenance work. Clair will use reasonable endeavors to minimize effects of a planned service break, or by scheduling it to maintenance windows notified in advance; or
    2. due to installation, change or maintenance activities in public networks, information security risks, if required by law or an order of an authority or if Clair suspects’ misuse.
  2. Clair will notify the Customer, where reasonably possible, of the service break and the estimated duration of the service break in advance.

    1. DATA PROCESSING
      1. This Section lays out our mutual terms and conditions about processing personal data as outlined in the EU General Data Protection Regulation 2016/679 (hereinafter “GDPR”), and any other national data protection legislation currently in effect. In this context, Clair acts as the "Processor" and the Customer acts as the "Controller."
      2. For certain data groups Clair is considered the Controller within the meaning of the GDPR. For this purpose, a privacy policy can be found from the website of Clair.
      3. Clair will process the Personal Data on the Customer’s behalf to deliver the Service, guided by the Customers instructions (consider this Section as such).
      4. The Personal Data Clair processes under the Agreement might include, for instance, Customers users' contact details and login credentials and User details (“Personal Data”).
      5. As the Processor, Clair commits to:
        1. Processing Personal Data according to Customers instructions, unless the law requires otherwise;
        2. Establishing relevant technical and organizational measures ensuring Personal Data's safety;
        3. Supporting Customer in addressing requests from data subjects, like access or deletion requests, charging a reasonable fee when applicable;
        4. Promptly informing Customer about any Personal Data breaches, providing specifics where possible, including the nature of the breach and proposed remedial   actions. Detailed information may come in phases;
        5. Documenting Clair’s own processing activities; and
        6. Complying with all other GDPR obligations for Processors.
      6. As the Controller, Customer must:
        1. Ensure that Personal Data processing aligns with GDPR and affirm both Clair and Clair’s subcontractors have the right to process the Personal Data;
        2. Supply the necessary instructions to Clair regarding Personal Data processing; and
        3. Comply with all other GDPR obligations for Controllers.
      7. Clair does not transfer Personal Data outside the European Union (EU) / European Economic Area (EEA) and uses data centers located within the EU / EEA unless the Customer, or their Users are located outside of the EU/EEA. Some of the sub-processors are established and might have access to Personal Data outside of the EU/EEA.
      8. When Personal Data is transferred to non-EU/EEA countries that is not recognized by the European Commission as providing an adequate level of protection for Personal Data, Clair will
        1. comply with chapter V of the GDPR;
        2. use transfer tools (such as standard contractual clauses for processor-to-processor transfers adopted by the European Commission;
        3. take necessary steps to provide appropriate safeguards for international data transfers;
        4. to the extent necessary implement supplementary measures for protection of Personal Data as required by applicable laws; and
        5. where necessary ensure that the party responsible for the transfer of Personal Data have conducted the transfer impact assessment if needed.
      9. Clair reserves the right to gather and analyze data related to the Service use and system performance, including user information (“Usage Data”). As the Controller for Usage Data, Clair can utilize it to refine the Service during the agreement term. After this period, Clair maintains a non-exclusive right to use anonymized and aggregated Usage Data.
      10. Clair’s processing activities as the Controller are detailed in the privacy policy available on the website of Clair.
      11. While Clair cannot control the security measures of the broader communications network or third-party service providers, it is committed to selecting reputable third-party service providers and implementing robust protocols to protect customer data. However, Clair cannot be held liable for disruptions or security breaches caused by these third parties.
    2. SUB-CONTRATING
      1. Parties shall have right to use subcontractors to fulfil its obligations under the Agreement. Each Party shall be liable for its subcontractors’ work and action as for its own. Upon request a Party shall provide necessary information regarding its subcontractors that execute tasks related to the Service and the Agreement.
    3. CONFIDENTIALITY
      1. A Party (i) may not disclose to any third party any Confidential Information received from the other Party; and (ii) may not use the other Party’s Confidential Information for any purpose other than for fulfilling the purpose of the Agreement. A Party may disclose the other Party’s Confidential Information only to its employees, directors, owners, investors, subcontractors, officers, agents and representatives (jointly “Representatives”), who need the Confidential Information for fulfilling the purpose of the Agreement or for the purpose of financing the receiving Party’s operations. Each Party shall be liable for its Representatives comply with the obligations in this Section.
      2. The following information is not however considered as Confidential Information: (i) information which is generally available or otherwise available to the public through no breach of this confidentiality obligation; (ii) information which the receiving Party receives separately from a third party; (iii) information which was in the possession of the receiving Party prior to receipt of the same from the other Party; (iv) information which the receiving Party has independently developed without using the other Party’s Confidential Information; or (v) information which must be disclosed based on mandatory law or a court order. In case of the circumstances defined in Section (v), the receiving Party must notify promptly the disclosing Party of such circumstances. The Party shall have the right to utilize in its ordinary business activities the general expertise and experience that it has learnt when performing under this Agreement.
      3. The receiving Party’s obligations in this Section with respect to the disclosing Party’s Confidential Information remain in force for five (5) years either from (i) the date the Confidential Information was disclosed to the receiving Party or (ii) the termination of the Agreement, whichever occurs later.
      4. Reference: Clair may place the Customer's trade name, logo on its social media, Webpages, advertising material and case studies without prior approval from the Customer. Any other use of the trade name shall be subject to prior written approval by the Customer which shall not be unreasonably withheld.
    4. INTELLECTUAL PROPERTY RIGHTS
      1. The Agreement does not affect the rights to the materials which the Parties deliver to each other for the purpose of the activities under the Agreement.
      2. Title to all Intellectual Property Rights in and to the Service, the Platform, the results of the Service, and any copies, modifications, translations, amendments, and derivatives thereof, belong to Clair.
      3. Title to all Intellectual Property Rights in and to the Customer Data and Customer Content, and any modifications and versions to them as created by the Service, belongs to the Customer and/or its third-party licensors, and Users.
      4. Clair may use and generate Statistical Information during and after the term of the Agreement to improve and develop the Service. This may include analyzing usage trends and performance data to enhance the user experience. Any such information will be used in a form that does not identify the Customer or any individual and may also be shared or published in aggregated form for similar purposes.
      5. Customer confirms that the Customer is the rightful owner or have obtained all necessary permissions or licenses to publish Customer Content and that the Customer Content do not infringe on any third-party copyrights, trademarks, or other intellectual property rights. In the event of any claim, suit, or action brought against Clair by a third party alleging that the Customer Content infringes or misappropriates such third party's intellectual property rights, the Customer will indemnify and hold harmless Clair, its affiliates, and their respective officers, directors, employees, and agents from and against any damages, losses, liabilities, expenses (including reasonable attorneys' fees) resulting from such claim, suit, or action.
      6. Customer grants Clair a non-exclusive, royalty-free, and worldwide license to use, display, reproduce, modify, and distribute Customer Content to be able to provide the Service to the Customer.
    5. TERMS OF USE
      1. Subject to the payment of the fees according to the Agreement, the Customer is granted a right to use the Service during the term of the Agreement.
      2. Access to the Service is being provided solely for use in accordance with the Terms. Clair excludes, to the fullest extent permissible under applicable law, all warranties, representations, conditions, or terms which may be implied in relation to the Service. Except as expressly provided otherwise in the Terms, the Service is provided on an “as is” basis, and Clair disclaims all liabilities in connection therewith. Customer acknowledges and agrees that the operation of the Service is dependent upon the proper and effective functioning of the internet, the Customer’s own- and third-party equipment, services, and configuration, and that Clair does not guarantee and shall not be liable in relation thereto in any way.
      3. The Customer is responsible for the use of the Platform by its representatives, and subcontractors and Users. The Customer may not rent, lease, transfer, or sublicense the Services to a third party except as permitted in these Terms, modify the Platform or the results of the Service, or disassemble, decompile, or reverse engineer or otherwise attempt to derive the source code of the Platform which is used to produce the Service.
    6. LIABILITY
      1. The Service is provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory. Clair does not guarantee that the Service will be uninterrupted, error-free, or suitable for any particular purpose. The Customer acknowledges that some of the data and other content used in the Services may have been collected from public sources. Clair does not claim ownership of such data. Such data are provided “as is” and Clair makes no representations or warranties regarding the accuracy, completeness, or appropriateness of the data. All use of the Service is at the Customer’s sole risk. To the fullest extent permitted by applicable law, Clair expressly disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
      2. A Party shall have no liability for indirect or consequential damages, such as for loss of profit, discontinuation of production or damages payable to third parties, or for loss or alteration of data nor for any damages incurred as a result thereof such as expenses involved in the reconstitution of data, or for cover purchase.
      3. A Party’s aggregate maximum liability for damages to the other Party shall not exceed twelve (12) months fees excluding VAT, paid or payable by the Customer.
      4. The limitations of liability shall not apply to damages caused by gross negligence or wilful misconduct or to breach of section 8 (Confidentiality).
    7. TERM AND TERMINATION
      1. The Agreement will become effective on the Effective Date and shall remain in force for twelve (12) months from the Effective Date, unless agreed otherwise in the Agreement ("Initial Service Term"). After the Initial Service Term, unless terminated by either Party in accordance with Sections 13.2 or 13.3 below, the Agreement will automatically renew for successive twelve (12) month periods (each a “Renewal Service Term”). The first day of each Renewal Service Term shall be referred to as the “Date of Renewal.”
      2. The Customer may terminate this Agreement by providing two (2) months’ written notice prior to the end of the Initial Service Term or Renewal Service Term. Clair may terminate this agreement by providing six (3) months’ written notice prior to the end of the Initial Service Term or Renewal Service Term.
      3. A Party may terminate the Agreement also with an immediate effect by giving the other Party a written notice if the other Party commits a material breach of the Agreement and fails to remedy the same within thirty (30) days after the receipt of a written demand from the other Party to cure the breach.
      4. Upon the termination of the Agreement, the following Sections shall survive: Section 8 (Confidentiality), Section 10 (Intellectual Property Rights), Section 12 (Liability), and Section 14 (Governing Law and Dispute Resolution).  Also, any other provisions, which by their nature or wording contemplate effectiveness beyond the termination of the Agreement, shall survive the termination.
      5. Effects of termination:
        1. A Party shall, at its own cost, return, or if requested by the other Party in written form, destroy, the other Party’s Confidential Information in its or its representatives’ possession; and
        2. The Customer shall have the ability to upload all Customer Data and Customer Content from the Service. If the Customer requests Clair to transfer such data, this will be performed as an addition cost in accordance with separately agreed fees. The Customer shall request such Service well in advance before the termination of the Agreement. Clair is not obliged to store the Customer Data for longer than two (2) months after the termination of the Agreement.
    8. GOVERNING LAW AND DISPUTE RESOLUTION
      1. The Agreement shall be governed by and construed in accordance with the laws of Finland, excluding its conflict of law rules that lead to the application of the laws of another jurisdiction.
      2. Any dispute, controversy or claim arising out of or relating to this contract, 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. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.
    9. MISCELLANEOUS
      1. Clair may give notifications to the Customer, and Users in the user interface of the Platform, by push notifications, email or otherwise.
      2. Clair may use subcontractors, such as hosting service providers. Clair shall be liable for the actions of its subcontractors as for actions of its own.
      3. If the fulfilment of a Party’s obligation under the Agreement is prevented, becomes more difficult or is delayed due to an impediment beyond the Party’s reasonable control (“Force Majeure”), such as, but not limited to, strike, lockouts, boycotts, embargoes, outbreak of epidemic or pandemic, fire, storm, flood, explosion, power failure, war or war-like situations, riot, act of government, act of public or local authority, supply chain breakdowns, labor dispute, water damage, other accident, natural phenomenon, malfunction in telecommunication, lack of source of energy, change in legislation, or price volatility due to the events as defined above, the Party is not deemed to be in breach of the Agreement as long as necessary under the circumstances. A labor dispute is deemed as a Force Majeure event also when the Party is the target or a party to such an action. Force Majeure events suffered by a subcontractor of a Party are also deemed as Force Majeure events. A Party affected by an event of Force Majeure shall notify the other Party of such an event as soon as reasonably possible following the occurrence of such event, and give similar notice of the restoration of normal conditions. The Parties shall take all reasonable measures to minimize the consequences of Force Majeure. Each Party shall be entitled to terminate the Agreement in case of an event of Force Majeure in excess of three (3) months.
      4. Either Party may not assign the Agreement to a third party without the prior written consent of the other Party. However, a Party may assign the Agreement without the consent of the other Party to a transferee, when assigning the ownership of the Party’s business assets or part thereof, or to the Party’s affiliated company, and, for the avoidance of doubt, in a merger, a demerger or other business acquisition.
      5. The Agreement constitutes the complete agreement between the Parties with respect to the subject matter of the Agreement and supersedes all previous proposals, marketing materials and other communications between the Parties with respect to the subject matter of the Agreement.
      6. If any provision of the Agreement is found to be invalid, the other provisions of the Agreement will remain in force. The invalid provision shall be amended by the Parties and the Agreement shall be interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law.
      7. All amendments to the Agreement must be made in writing and signed by each Party.