Accounts Payable Software Services
These Terms and Conditions (“Terms”) govern access to and use of the accounts payable automation services offered by Snowfox Oy, a company registered in Finland with its registered office at Annankatu 43, 00100 Helsinki, Finland (Business ID / VAT Number FI29375914) (“Snowfox”, the “Company”, “we” or “us”), including the related setup, software, support and analytics services (together, the “Service”). These Terms apply to every customer that (a) executes an Order Form referencing these Terms, (b) is provided with access credentials to the Service, or (c) otherwise accesses or uses the Service (“Customer”, “you”). By doing any of the foregoing, Customer agrees to be bound by these Terms.
Contents
- Definitions
- The Service
- Setup and Implementation
- Support Services and Service Levels
- Customer Obligations
- Fees and Payment
- Intellectual Property Rights
- Data Protection and Privacy
- Confidentiality
- Warranties and Disclaimers
- Indemnification
- Limitation of Liability
- Term and Termination
- Changes to the Service and these Terms
- General Provisions
- Governing Law and Dispute Resolution
- Contact Information
1. Definitions
Capitalised terms used in these Terms have the meanings set out below, unless otherwise defined in context.
| Term | Meaning |
|---|---|
| “Agreement” | these Terms together with the applicable Order Form and any documents expressly incorporated by reference (including the Data Processing Agreement referred to in Section 8). |
| “Confidential Information” | has the meaning given in Section 9. |
| “Customer Data” | any data, files or information submitted by or on behalf of Customer to the Service, including invoice images, invoice data and coding data. |
| “Documentation” | any user guides, service descriptions or technical documentation made available by Snowfox describing the Service. |
| “Error” | a substantial failure of a deliverable to conform to what is set out in the Agreement. |
| “Fees” | the fees payable by Customer for the Service as set out in Section 6 and the applicable Order Form. |
| “Order Form” | the order, subscription form or similar document executed by the Parties that identifies Customer, the selected Service package, pricing and any Customer-specific terms. |
| “Personal Data” | has the meaning given in the General Data Protection Regulation (EU) 2016/679 (“GDPR”). |
| “Service” | collectively, the Setup Services, the Accounts Payable Software Services and the Support Services, as further described in Section 2. |
| “Service Levels” or “SLA” | the service availability, response and resolution commitments set out in Section 4. |
2. The Service
2.1 Purpose and scope
Snowfox uses artificial intelligence and machine learning to automate the coding and routing of purchase invoices for Customer. The Service reduces manual workload in accounts payable and in the review and approval of invoices. Snowfox predicts codings and suggests invoice acceptance workflows based on historical data on actual codings and workflows. The Service is offered as a software-as-a-service solution, operates 24/7, and processes incoming data as it arrives, subject to the Service Levels in Section 4.
The Service works with all common invoice workflow, accounts payable and ERP systems and supports common invoice formats, including electronic invoices, scanned invoices and invoice images (for example PDF, JPG and TIFF), including those received as email attachments. Coding predictions are based on the historical coding data made available by Customer, retrieved from a system or database chosen by Customer. Depending on configuration agreed with Customer, the Service may also predict booking date, accruals, deferrals, and free-text descriptions, and may extract specific information from invoices (for example contract number, purchase order number, reference or project number).
When changes occur in Customer’s business, operations or organisation that affect finance processes (for example, chart of accounts, cost centre structure, invoice acceptance workflows or the number of projects), the underlying AI model can be retrained by modifying the training data, based on information provided by Customer. Data received from Customer is used to build and optimise Customer-specific AI models and to report on AI performance; Customer Data is not shared across other customers’ models.
2.2 Connecting to the Service
Customer may connect to the Service through one of the following integration interfaces:
- SFTP interface – Snowfox provisions dedicated SFTP users for uploading invoices, downloading augmented invoice files with predictions, and uploading coding files used to train the AI algorithm.
- REST API interface – available for workflow systems and invoice operators that integrate directly; the API returns predicted coding or a confirmation of a successful request without modifying the original invoice, authenticated via API keys.
- SFTP push/pull interface – functions like the SFTP interface but uses Customer’s own SFTP server; Customer provides the necessary credentials and directory configuration.
2.3 Coding prediction
The Service predicts the account and other accounting dimensions for incoming purchase invoices as defined by Customer’s accounting policies (for example GL account, cost centre, business line, project code, description/free text, booking date, referral and accrual information). The number and type of predicted dimensions, and the confidence thresholds used to determine whether a prediction is written directly to the coding line or only suggested, are agreed and configured with Customer. Where purchase orders or contract matching are used, the relevant invoices may be routed directly to Customer’s accounts payable system or ERP without passing through the Service.
2.4 Invoice workflow and analytics
As an invoice enters Customer’s workflow system after processing, predicted codings are written to the invoice lines, and the predicted reviewer, approver and confidence levels are shown to the reviewer and approver, who may edit the proposed coding and workflow. Customer can monitor results through real-time online analytics (for example success rate, accuracy by dimension, volumes processed, and billing basis) and through the Snowfox App, which provides threshold configuration, drill-down analytics, raw data and billing information to named end users.
2.5 Service availability, suspension and changes
Snowfox may suspend the Service for a reasonable period to perform installation, change or maintenance work, with reasonable advance notice to Customer; such notified suspension is not counted against the Service Levels. Snowfox may also suspend the Service, or deny Customer’s access, without prior notice where necessary to address a data security risk, to comply with applicable law or an administrative order, or where the Service is used contrary to, or for a purpose prohibited by, the Agreement or applicable law, or in a manner that jeopardises the Service for other users.
Snowfox may make changes to the Service at any time. If a change has an adverse effect on the agreed content of the Service or the Service Levels, Snowfox will inform Customer at least thirty (30) days before the change takes effect, and Customer may terminate the Agreement on thirty (30) days’ written notice given before the change takes effect. Snowfox may make changes to the production environment that do not adversely affect the agreed content or Service Levels, changes necessary to prevent a data security risk, or changes required by law or a court or administrative order, in each case without triggering a right of termination under this Section.
Customer is responsible for its own devices, systems, applications, connections and software used to access the Service, and for the security of its own data communications and data systems, and for any related communication or similar costs.
3. Setup and Implementation
Setup Services consist of the project used to set up the Service for Customer. Snowfox performs the Setup Services and delivers any deliverables in a diligent and workmanlike manner, in accordance with the project plan agreed with Customer. Implementation is run as a project involving Customer, Customer’s system provider and Snowfox, and typically includes the following phases:
- Preparation – historical invoice and coding data is collected and the AI model is prepared and trained.
- Design and planning – kick-off meeting, solution review, definition and planning, and documentation of the agreed solution and project schedule.
- Technical implementation and testing – test-environment credentials are issued, integrations are built, and system and integration testing is performed.
- User acceptance testing – test cases are prepared and end-to-end tests conducted, with any necessary modifications to the Service.
- Go-live and hyper-care – the Service is published to production and closely monitored following go-live; user introduction and training can be organised on request.
Implementation typically takes three to eight calendar weeks, depending on scope and Customer readiness. A more detailed project plan can be produced together with Customer where useful.
Customer shall test any deliverables, with Snowfox’s assistance, to confirm that they conform to the Agreement. Customer must notify Snowfox of any Error within thirty (30) days of receiving the relevant deliverable for testing; Snowfox will correct any notified Error without undue delay. A deliverable is deemed accepted by Customer when: (a) Snowfox has remedied all notified Errors; (b) Customer does not notify any Error within the thirty (30) day period; (c) Customer confirms acceptance in writing; or (d) Customer puts the deliverable into production use.
4. Support Services and Service Levels
4.1 Customer support
Every Customer is assigned a named Customer Success Manager, responsible for supporting Customer from onboarding through ongoing use of the Service. Customer can manage its Service and access real-time analytics through the Snowfox portal. The Service Desk is available 24/7 for logging tickets; tickets are processed in accordance with the Service Levels between 08:00 and 20:00 (CET) on working days, and there is no limit on the number of named Customer users who may raise tickets. Customer support is provided in English, Finnish and Swedish.
4.2 Service availability
The Service is available 24/7, targeting 99.9% availability, excluding pre-announced maintenance breaks. If the Service is unable to generate predictions for incoming invoices, invoices are still delivered to Customer’s system without prediction values.
4.3 Priority classes and response/resolution targets
| Priority class | Target response time | Target resolution time |
|---|---|---|
| Class 1 – Critical | 4 hours | 24 hours |
| Class 2 – Urgent | 6 hours | 48 hours |
| Class 3 – Important | 8 hours | 72 hours |
4.4 Severity levels
| Severity | Description | Scope |
|---|---|---|
| Critical | Service is down and unavailable – for example, predictions cannot be generated and invoice delivery to Customer’s system fails. | Impacts all Service functions, including posting and routing predictions; online reporting unavailable. |
| Urgent | Materially impacts Service delivery – for example, prediction quality is significantly lower than normal. | Impacts part of the Service; quality of service delivered is temporarily reduced. |
| Important | Service delivery is slower than usual – for example, delays in invoice transfer or reporting. | Some services or report loading are slower than normal. |
4.5 Service credits
If an agreed Service Level is not met, Customer is entitled to a discount on its next Service invoice, calculated on the value of Service provided in the relevant month. The maximum discount is 40% of the total monthly charge. Service credits do not apply to implementation or one-off service requests, cover only implemented services actively monitored by Snowfox, and do not compensate indirect costs, even where these result from a Service Level failure.
| Priority class | Response-time discount | Resolution-time discount |
|---|---|---|
| Critical | 0.5% of monthly fee per full hour beyond the 4-hour target | 1.0% of monthly fee per six hours beyond the 24-hour target |
| Urgent | 0.4% of monthly fee per full hour beyond the 6-hour target | 0.8% of monthly fee per six hours beyond the 48-hour target |
| Important | 0.2% of monthly fee per full hour beyond the 8-hour target | 0.5% of monthly fee per six hours beyond the 72-hour target |
A failure to meet a Service Level is not, in itself, a breach of the Agreement; the service credits set out above are Customer’s sole remedy, and Snowfox’s sole liability, for any such failure.
5. Customer Obligations
Customer is solely responsible for the suitability of the Service for Customer’s purposes. The Service produces output and results based on Customer’s use of the Service and the data Customer inputs to it. That output and those results are provided on an “as is” basis, without warranty as to accuracy, correctness, or fitness for a particular purpose. Customer uses the Service at its own risk and is solely responsible for any action or omission it takes based on the Service’s output or results.
Customer shall: (a) ensure the lawfulness of any data it submits to the Service, including Personal Data; (b) maintain the security of its own systems, devices and access credentials; (c) use the Service only for its intended purpose and in compliance with applicable law; and (d) provide Snowfox, in a timely manner, with the information reasonably required to configure, train and support the Service.
6. Fees and Payment
Fees for the Service are set out in the standard pricing below and, where applicable, in the Order Form. All fees are stated exclusive of VAT and any other applicable sales tax, which will be added at the then-applicable rate.
- Implementation – invoiced upon signing the Order Form.
- Monthly fee – includes use of the AI service, customer service, technical changes, data maintenance, and access to the Snowfox App and analytics; the first monthly fee is invoiced upon signing the Order Form.
Customer may elect to pay monthly, quarterly, or annually. A 10% discount applies where Customer pays the annual fee (12 times the monthly fee) one year in advance. The implementation fee is waived where Customer prepays the annual fee upfront.
Unless otherwise agreed, fees are invoiced monthly in arrears, except for Setup Services and any other fees expressly invoiced up front as set out above. The payment term for each invoice is fourteen (14) days net from the invoice date. Interest accrues on overdue amounts at the 12-month Euribor rate plus 7%. Snowfox may suspend the Service if Customer fails to pay Fees within fourteen (14) days of a payment request, and may keep the Service suspended until all due Fees are paid.
Snowfox may increase the fees set out above where justified by a general increase in Snowfox’s costs of production (for example, labour costs or third-party costs), on at least thirty (30) days’ notice; Customer may terminate the Agreement on thirty (30) days’ written notice given before the increase takes effect. Fees already invoiced, including implementation fees, are not refunded on termination of the Agreement.
7. Intellectual Property Rights
All right, title and interest, including all intellectual property rights, in and to the Service and any deliverables, and any changes to them, belong exclusively to Snowfox or its licensors. Except for the limited licence granted below, Customer obtains no right, licence or interest in the Service or any related intellectual property.
Subject to the Agreement and timely payment of Fees, Customer has a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service and any deliverables during the term of the Agreement for Customer’s internal business purposes.
All right, title and interest, including all intellectual property rights, in and to Customer Data and the output of the Service belong exclusively to Customer.
EU AI Act: Snowfox classifies the Service as minimal risk under the EU AI Act and keeps that classification under regular review. Use of the Service does not, of itself, impose additional obligations on Customer under the EU AI Act.
8. Data Protection and Privacy
Where Snowfox processes Personal Data on Customer’s behalf in connection with the Service, that processing is governed by Snowfox’s Data Processing Agreement (“DPA”), available at https://www.snowfox.ai/dpa, which forms part of the Agreement. A summary of the key terms is set out below; the full DPA prevails in the event of any conflict on data protection matters.
8.1 Roles and categories of data
Customer is the controller and Snowfox is the processor of the Personal Data processed under the Agreement. The categories of Personal Data processed include:
- Invoice data – any Personal Data contained in purchase invoices.
- Coding data – Personal Data contained in codings, such as the name, email address or employee number of an invoice reviewer.
- Login data – the name and email address of Customer’s users authorised to access the web application or Service Desk.
Personal Data is retained for no longer than the term of the Agreement plus sixty (60) days, unless otherwise agreed.
8.2 Location and security
Invoice and coding data are stored within the EU/EEA (in Snowfox’s Google Cloud environment) and are not transferred outside the EU/EEA. Snowfox implements appropriate technical and organisational measures to protect Personal Data, which may include:
- Encryption
- Audit logging
- Security logging and threat detection
- Regular third-party penetration testing
- Regular security and data protection training for staff
- Network access controls
- Backups
- Strong multi-factor authentication for production data access
8.3 Subprocessors, data subject rights and breaches
Snowfox may engage subprocessors, subject to imposing equivalent data protection obligations on them. The current list of subprocessors is published at https://www.snowfox.ai/legal/subprocessors; Customer may object to a new subprocessor, on material and cogent grounds, within fourteen (14) days of notice.
Snowfox will reasonably assist Customer in responding to data subject requests and in the event of a Personal Data breach, will notify Customer without undue delay and take reasonable steps to mitigate any adverse effects. Snowfox will make available the information reasonably necessary to demonstrate compliance with the DPA and will support audits on reasonable prior written notice.
On termination of the Agreement, Snowfox will, at Customer’s request, delete or return Customer’s Personal Data within thirty (30) days, and will delete remaining copies within three (3) months of termination unless retention is required by law or to establish, exercise or defend a legal claim.
9. Confidentiality
Each party will keep confidential all material and information received from the other party that is marked as confidential, or that should reasonably be understood to be confidential (“Confidential Information”), and will not use it for any purpose other than performing the Agreement. The confidentiality obligation does not apply to information that: (a) is or becomes public other than through breach of this Section; (b) was received from a third party without an obligation of confidentiality; (c) was already rightfully held by the receiving party without an obligation of confidentiality; (d) was independently developed without reference to the disclosing party’s Confidential Information; or (e) must be disclosed under mandatory law or an order of a competent court, authority or stock exchange.
Each party will, on termination of the Agreement or when Confidential Information is no longer needed to perform its obligations, cease using and, unless the parties agree on destruction, return the other party’s Confidential Information (subject to copies each party is entitled to retain under applicable law). Each party may continue to use general professional skills and experience gained while performing the Agreement. These confidentiality obligations survive termination of the Agreement for three (3) years.
10. Warranties and Disclaimers
Except as expressly set out in the Agreement, the Service and any deliverables are provided without warranties of any kind, whether express or implied, including any implied warranty of merchantability or fitness for a particular purpose. As set out in Section 5, the output and results of the Service are provided “as is” and Customer is solely responsible for the suitability of the Service for its purposes and for any actions taken based on the Service’s output.
11. Indemnification
Snowfox will defend Customer, at Snowfox’s expense, against a third-party claim that the Service infringes a third party’s intellectual property rights valid in the European Economic Area, provided that Customer: (a) notifies Snowfox promptly on becoming aware of the claim; (b) provides all reasonably available information, permissions and assistance, free of charge; (c) grants Snowfox sole control of the defence; and (d) does not settle the claim without Snowfox’s prior written consent. Subject to Customer complying with the foregoing, Snowfox will pay any damages finally awarded to the third-party claimant.
If Snowfox reasonably considers the Service infringes or may infringe a third party’s rights, Snowfox may, at its own expense and discretion: (a) obtain for Customer the right to continue using the Service; (b) replace the Service; or (c) modify the Service to avoid the infringement. If none of these options is reasonably available, Snowfox may terminate the Agreement on notice, in which case Snowfox will refund Fees paid for the terminated Service, less a proportion reflecting Customer’s use to date.
This indemnity does not apply to, and Snowfox is not liable for, any claim that: (a) is based on a claim by an affiliate of Customer; (b) arises from modification of the Service by Customer or a third party; (c) results from compliance with instructions or specifications given by Customer or a third party under Customer’s control; (d) arises from combining the Service with software, equipment or products not supplied by Snowfox or contrary to Snowfox’s instructions; or (e) could have been avoided by using the latest version of the Service made available by Snowfox. This Section 11 sets out the entire liability of Snowfox, and Customer’s sole remedy, for any infringement of intellectual property rights.
Customer will indemnify Snowfox, at Customer’s own expense, against claims made against Snowfox based on data or information Customer inputs to the Service, including claims that such data infringes third-party intellectual property rights or otherwise breaches applicable law.
12. Limitation of Liability
The total aggregate liability of either party towards the other under the Agreement will not exceed the Fees paid by Customer to Snowfox during the six (6) months preceding the event giving rise to the liability.
Neither party is liable for indirect, incidental or consequential damages, including loss of profits, revenue or business, or damages caused by a decrease in turnover or production, or loss, alteration, destruction or corruption of data.
These limitations do not apply to damage caused by wilful misconduct or gross negligence, or to liability under Section 11 (Indemnification) or Section 9 (Confidentiality).
13. Term and Termination
The Agreement takes effect once Customer has accepted these Terms (whether by executing an Order Form, using the Service, or otherwise as described in Section 1) and continues until terminated by either party on four (4) months’ written notice to the other party.
Either party may terminate the Agreement in whole, for cause, with immediate effect on written notice if the other party: (a) becomes insolvent, applies for or is adjudicated bankrupt, enters liquidation or corporate restructuring, or otherwise ceases to carry on its business; or (b) materially breaches the Agreement and fails to remedy that breach within thirty (30) days of written notice describing the breach and the intention to terminate.
On termination for any reason, any Fees owed by Customer up to the effective date of termination become immediately due. Snowfox will retain Customer Data for thirty (30) days after termination and make it available to Customer on request, after which Snowfox may destroy that data, subject to the data protection commitments in Section 8.
14. Changes to the Service and these Terms
Snowfox may update the Service as described in Section 2.5, and may update these Terms from time to time to reflect changes in the Service, applicable law, or Snowfox’s business practices. Where a change to these Terms has a material adverse effect on Customer, Snowfox will give at least thirty (30) days’ notice before the change takes effect (for example by email or through the Snowfox portal), and Customer may terminate the Agreement on written notice given before the change takes effect. Continued use of the Service after a change’s effective date constitutes acceptance of the updated Terms.
15. General Provisions
15.1 Subcontracting
Snowfox may use subcontractors to perform its obligations under the Agreement and remains liable for their acts and omissions as for its own.
15.2 Force majeure
Neither party is liable for delay or non-performance, or resulting damages, caused by an impediment beyond its reasonable control that it could not reasonably have foreseen when entering the Agreement and whose consequences it could not reasonably avoid or overcome (for example, failures in public communication networks or electricity supply, or industrial action, including where the affected party is itself a party to that action). A force majeure event affecting a subcontractor also discharges the relevant party from liability if the subcontracted work cannot reasonably be obtained from another source without unreasonable cost or delay. Each party will promptly notify the other in writing of a force majeure event and of its cessation.
15.3 Assignment
Neither party may assign or transfer its rights, benefits or obligations under the Agreement without the other party’s prior written consent, not to be unreasonably withheld or delayed, except that Snowfox may assign the Agreement in connection with a sale or transfer of its business, or the relevant part of it.
15.4 Reference use
Snowfox may use Customer’s name and logo as a reference in its sales and marketing materials.
15.5 Sanctions
Each party warrants that, as of the effective date and at all times thereafter, it and any person or entity with direct or indirect control of 50% or more of its shares are not subject to economic, trade or financial sanctions or other trade restrictions administered by the United Nations, the European Union, the United States, or any other relevant jurisdiction. Breach of this warranty is a material breach for the purposes of Section 13. If a party or its relevant beneficiaries become subject to such sanctions, or performance of the Agreement creates a risk of exposure to such sanctions, either party may suspend or terminate the Agreement on such sanctions becoming effective.
15.6 Survival
Any term that, by its nature or otherwise, should reasonably survive expiry or termination of the Agreement survives accordingly.
15.7 Entire agreement and order of precedence
These Terms, together with the applicable Order Form and the DPA referred to in Section 8, constitute the entire agreement between the parties regarding the Service and supersede any prior discussions or agreements on the same subject matter. If there is any conflict between these Terms and an Order Form, the Order Form prevails only to the extent it expressly states that it varies these Terms; otherwise, these Terms prevail. If there is any conflict between these Terms and the DPA on a data protection matter, the DPA prevails.
16. Governing Law and Dispute Resolution
The Agreement is governed by the substantive laws of Finland, excluding its choice-of-law rules.
Any dispute, controversy or claim arising out of or relating to the Agreement, or its breach, termination or validity, will be finally settled by arbitration under the Arbitration Rules of the Finland Chamber of Commerce, before a single arbitrator, seated in Helsinki, Finland, in the English language. Notwithstanding the foregoing, Snowfox may bring a claim for unpaid Fees before the public courts.
17. Contact Information
Questions about these Terms, or requests relating to the Service, can be directed to Customer’s named Customer Success Manager or to the Snowfox Service Desk through the Snowfox portal. Data protection enquiries and the current subprocessor list are available at https://www.snowfox.ai/dpa and https://www.snowfox.ai/legal/subprocessors.
| Company | Registered address | VAT number |
|---|---|---|
| Snowfox Oy | Annankatu 43, 00100 Helsinki, Finland | FI29375914 |