Terms of Service

Bloom Systems Oy · Effective 27 June 2026

These Terms of Service ("Terms") govern your access to, and use of the services (the "Service") provided by Bloom Systems Oy (Business ID: 3616618-4), Munkkiniemen Puistotie 24 A 3, 00330 Helsinki, Finland ("Bloom Systems", "we", "us" or "our").

By executing an online checkout, subscription, order form, service agreement or a corresponding contractual document (the "Order") that references these Terms, by clicking a box indicating acceptance, or by otherwise taking the Service into use, you, as the customer organization ("you", "your" or the "Customer"), or any individual using the Service on your behalf (a "User"), become contractually bound by these Terms.

You warrant that you have the required authority to enter into a binding agreement by accepting these Terms on behalf of the Customer.

Each of you and Bloom Systems is referred to individually as a "Party" and together as the "Parties".

1. Agreement and Order of Precedence

These Terms, together with the Order and the Data Processing Agreement (the "DPA") form the full contractual framework between you and us (collectively the "Agreement").

If there is any conflict between these documents, the following order of precedence applies, unless expressly stated otherwise: (i) the Data Processing Agreement (the "DPA") prevails in respect of the processing of personal data; (ii) the Order prevails where it expressly refers to the Service and states that it overrides these Terms; and (iii) otherwise, these Terms prevail.

We may also provide you with custom services, integrations, onboarding or implementation work, which may be ordered separately or set out separately in the Order. These Terms apply only to the access and use of the Service and any services directly related to it.

2. Right to Use the Service

Subject to your compliance with these Terms and to payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to use the Service in your internal business operations for the term of your subscription ("Subscription Term"), as defined in the Order.

You understand and agree that the Service is provided to you under a limited licence and is not sold to you or your Users, and that neither you nor your Users acquire any ownership interest of any kind in the Service under the Agreement.

3. About the Service

The Service consists of an AI-powered accounting and financial administration that automates bookkeeping, VAT reporting, payroll processing, and financial statement preparation for the Customer's business operations with invoicing capabilities.

The specific functionalities of the Service are described in the Order or other service description made available to you, and we may add to, change or remove functionalities from time to time.

You remain solely responsible for the correctness, completeness and statutory compliance of your own accounting and of any filings, returns or reports you make to authorities or third parties.

You remain solely responsible for retaining your own accounting records and other material as required by the Finnish Accounting Act (kirjanpitolaki 1336/1997, as amended) and any other applicable law. You acknowledge that we, or our suppliers, may delete material from the Service after expiry or termination of the Agreement, or after a prolonged period of inactivity, and you are yourself responsible for taking the copies you require in good time.

4. Third-Party Services and Suppliers

The Service relies on, and is integrated with, services provided by third-party suppliers (together the "Third-Party Services"). Certain functionalities of the Service are only available through these Third-Party Services and are subject to the following terms and conditions:

We are not liable for any direct or indirect damage arising from the Third-Party Services, their functionalities, maintenance, updates, suspension or unavailability, nor for any decision by a third party to reject, block or suspend a transaction, connection or material. Third-Party Services are governed by the relevant third party's own terms, privacy policies and licences.

5. Authorized Users

Only individuals authorised by you may access and use the Service. Any unauthorised use is prohibited.

You and each User are responsible for any use of the Service conducted with your usernames, passwords or other credentials, where applicable. All user accounts are strictly personal, and credentials must be kept confidential and secure. We have the right to disable any credential, and/or suspend access to the Service, at any time if, in our opinion, you or any User has violated any provision of these Terms or where necessary to protect the security or integrity of the Service.

If you or a User suspect any unauthorised access to or use of the Service, or that any credential has been revealed to a third party, you must notify us promptly in writing.

You are responsible for managing and removing access rights to the Service when necessary, such as when a User's employment ends.

6. Restrictions of Use

The Service is intended only for your internal business operations and may not be used for any other purpose. We may take appropriate legal action against any illegal or unauthorised use of the Service, or any action that may damage the rights or interests of us or any third party.

Unless otherwise permitted in the Order or these Terms, you and your Users may not:

7. Customer Obligations

You use the Service at your own risk and are solely responsible for evaluating whether the Service is suitable for your intended use.

You are responsible for ensuring that your hardware, connections, software and data systems work and are compatible with the operating environment of the Service. Use of the Service requires a functioning internet connection.

You are responsible for all content, data, files and materials that you or any of your Users enter into or process through the Service ("Customer Content"), and for their validity, accuracy, legality and completeness, including the accuracy of any information that affects the pricing of the Service or of the Third-Party Services.

You are responsible for obtaining and maintaining any consents, licences or permits required for your use of the Service, and for agreeing with any third party (including any Third-Party Service provider) on any access to your data necessary for the provision of the Service.

8. Intellectual Property Rights

All title, copyright and other intellectual property rights in and to the Service, and any results, products, changes, versions, enhancements, documentation and materials relating to it, are and remain the sole property of Bloom Systems and/or its licensors. Except for the limited licence expressly granted to you in these Terms, nothing in the Agreement transfers or grants you any intellectual property rights in the Service, and all rights not expressly granted are reserved by us and our licensors.

You grant us a limited, non-exclusive, non-transferable, sublicensable and worldwide right to use the Customer Content for the duration of the Agreement and for the purpose of providing the Service, including ensuring its functionality and security. As between you and us, you (or your relevant data subjects, as applicable) retain ownership of the Customer Content.

9. Analytics and Aggregated Data

We, and our suppliers, may collect and use aggregated and anonymised data generated from the use of the Service that cannot be linked to any identifiable individual or to you as an entity. Such data is proprietary to us (or our suppliers) and may be used to operate, secure, develop and improve the Service and other products, and for statistics and other commercial purposes, during and after the term of your subscription.

10. Personal Data Processing

In respect of any personal data we process on your behalf within the Service, you are the data controller and we are the data processor. Such processing is governed by the terms set out in the Data Processing Agreement (DPA) available at lastaccountingcompany.com/dpa, which forms an integral part of the Agreement.

Where a Third-Party Service provider processes personal data in connection with the Service, it may act as a further (sub-)processor or, in respect of certain processing, as an independent controller of the personal data. Such processing shall be governed by the relevant third-party terms, as set out in Section 4 ("Third-Party Services and Suppliers").

11. Liability

Except as specifically provided in these Terms, the Service is provided "as is" and "as available", with the functionalities available from time to time, without warranty of any kind, whether express or implied, including but not limited to the warranties of merchantability, title, non-infringement, accuracy and fitness for a particular purpose. We have no obligations or liabilities other than those expressly agreed. We do not warrant that the Service will be uninterrupted or error-free, that it will meet your requirements, or that the results or outputs of the Service will be accurate or complete.

You must indemnify and hold Bloom Systems harmless against any losses, damages, liabilities, or costs resulting from any third-party claim to the extent such claim results from your unlawful use of the Service, a material breach of these Terms, or your intentional or grossly negligent conduct.

We are not liable for any indirect or consequential damages, including loss of profit, revenue or business, loss of goodwill, or loss, alteration or re-creation costs of data. Our total aggregate liability in connection with the Service and the Agreement shall in all cases not exceed the fees you paid to us for the Service during the three (3) months immediately preceding the event giving rise to the claim.

The limitations and exclusions in this Section do not apply to damage caused by gross negligence or wilful misconduct, or to the extent liability cannot be limited under mandatory applicable law.

12. Fees

The fees for the Service ("Service Fees") are further set out in the Order.

The payment term shall be fourteen (14) calendar days from the date of the invoice. Late payment interest shall accrue as set out in the Finnish Interest Act (633/1982, as amended). All prices quoted are net amounts and exclusive of VAT or any other applicable sales tax, as the case may be, which will be added to the invoices where applicable.

All Service Fees are non-refundable once paid, unless expressly provided otherwise under the Agreement.

If you fail to pay fees when due, we may, in addition to our other remedies, suspend or limit your access to the Service, and your subscription to the Service.

13. Term and Termination

Your Subscription Term to the Service shall be further defined in the Order. The validity of these Terms shall be governed by the validity of your subscription and shall terminate or expire together with your subscription.

We may terminate your subscription for convenience during the Subscription Term with a thirty (30) days' written notice. In this case, your sole remedy shall be a pro-rata refund of any Service Fees pre-paid for the remainder of the Subscription Term following the effective date of termination. In the event you, or any of your Users, breach these Terms, we may alternatively terminate your subscription with immediate effect, without any obligation for refunds.

Upon termination or expiry of the subscription for any reason, you and your Users must immediately cease accessing the Service and lose all rights to use it.

Sections 8 (Intellectual Property); 9 (Analytics and Aggregated Data); 11 (Liability); 12 (Fees) in regard to any unpaid Service Fees; 13 (Term and Termination); 15 (Confidentiality) and 19 (Governing Law and Dispute Resolution) will survive expiration or termination of the Agreement.

14. Termination Assistance

This Section 14 applies where the EU Data Act ((EU) 2023/2854) applies to the provision of the Service by us to you.

Upon termination or expiry of your subscription, you may give us up to two (2) months' notice to: (i) switch to an alternative service provider or on-premises ICT infrastructure; or (ii) erase all exportable Customer Content without initiating a switching process. During the notice period, we shall prepare the transition or erase your Customer Content accordingly.

If you elect to switch, we shall provide termination assistance for thirty (30) calendar days ("Transitional Period"), during which we shall: (i) provide reasonable assistance to you and any authorised third parties, and all information reasonably necessary to enable switching or on-premises migration; (ii) maintain business continuity and uninterrupted provision of the Service; (iii) inform you of any known risks to service continuity; and (iv) maintain the highest levels of security for Customer Content during the switch in accordance with applicable law and our information security framework.

We shall allow the retrieval of Customer Content for a period of at least thirty (30) calendar days ("Retrieval Period") starting after the Transitional Period. We shall erase all exportable Customer Content after the Retrieval Period, or any separately agreed longer period, provided switching is complete.

If switching cannot be completed within the Transitional Period due to technical unfeasibility, we shall notify you within fourteen (14) calendar days, provide justification, and propose an alternative period not exceeding seven (7) months. You may also extend the Transitional Period once to any period you consider appropriate.

For the avoidance of doubt, the Agreement shall be deemed fully terminated when (i) the switching process is successfully completed; or (ii) you notify us of your decision to forego your rights under this Section and we have erased all exportable Customer Content; or (iii) you fail to notify us as outlined above, in which case we shall erase all exportable Customer Content.

We may impose reasonable and proportionate charges for the termination assistance provided under this Section in accordance with applicable law and the EU Data Act Article 29.

If you exercise your rights under this Section in a way that would result in early termination of the Subscription Term, Section 12 (Fees) shall survive termination until the total fees payable by you under the Agreement are paid.

15. Confidentiality

Neither Party shall disclose to third parties any material or information received from the other Party that is marked as confidential or that should reasonably be understood to be confidential and shall not use such material or information for any purpose other than those stated in these Terms. Any documentation, including any source code, regarding the Service is considered our trade secret and shall be treated as such.

The confidentiality obligation does not apply to material or information that (a) is or becomes generally available or public other than through a breach of these Terms; (b) was received from a third party without any obligation of confidentiality; (c) was in the receiving Party's possession before receipt from the other Party without any obligation of confidentiality; or (d) was independently developed by the receiving Party without using the other Party's material or information.

The confidentiality obligations in this Section survive termination or expiry of these Terms and continue for five (5) years thereafter. Obligations relating to trade secrets, including source code and technical documentation, remain in force for as long as the information retains the character of a trade secret.

16. Force Majeure

We are not liable for any delay or failure to perform our obligations under the Agreement to the extent caused by an event beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, labour disputes, pandemics, governmental or EU sanctions or measures, new legislation, cyber attacks, failures of an upstream supplier, or failures of telecommunications or internet infrastructure.

17. Changes to the Fees, Service or Terms

We may modify, develop or discontinue the Service, or any part of it, at any time at our sole discretion. Additionally, we may amend these Terms at any time. The updated Terms will be made available on our website and/or within the Service. Unless a later effective date is specified, the amended Terms enter into force upon publication, and your continued use of the Service after publication constitutes acceptance of the updated Terms.

Where a change to the Service or the Terms is materially to your detriment, we will endeavour to give you at least thirty (30) days' notice, and you may terminate your subscription before the change takes effect if you do not accept it, except where the change is required to comply with applicable law.

We have the right to change our Service Fees from time to time. Any change in the pricing for the Service shall be notified to you at least thirty (30) days prior to such change taking effect. In the case you do not accept the change, you may terminate your subscription with a written notice at least fourteen (14) days prior to the effective date of the price amendment. Any changes shall not apply to ongoing Subscription Terms already paid for by you, but they shall be applied to any renewals of such Subscription Terms. If you do not issue a termination notice as set out above, you shall be deemed to accept the price change.

18. Severability, Assignment and Miscellaneous

The Agreement constitutes the entire agreement between you and us regarding the Service. Any failure by us to exercise or enforce any right under these Terms shall not constitute a waiver of such right. If any provision of these Terms is held to be unlawful or invalid, the remaining provisions shall remain in full force and effect.

We may assign or transfer the Agreement, in whole or in part, to any person or entity at any time, including in connection with a merger, sale, acquisition, transfer or other change of control. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of Finland, excluding its choice-of-law provisions. Any dispute, controversy or claim arising out of or relating to these Terms, or their breach, termination or validity, 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, and the language of the arbitration shall be English.