Reiterate Accounting Agent Terms of Service

1. General. These Reiterate Accounting Agent Terms of Service (the Terms) constitute a binding agreement between Iter8 OÜ, an Estonian legal entity with registry code 16317354 and registered address at Laeva 1, 10111 Tallinn, Estonia (Reiterate), and the Subscriber who accepts these Terms via click-through acceptance. The Terms govern the use of Reiterate’s Accounting Agent by the Subscriber and the Users associated with the Subscriber.

2. Definitions. In the Terms:‍

• Accounting Agent is a web-based artificial intelligence agent developed and operated by Reiterate that serves as a digital assistant, supporting users in executing accounting processes.‍
• Agency Subscriber means a Subscriber that is an accounting firm, bookkeeping bureau, or similar professional services entity that accesses and uses the Services in connection with providing services to Client Entities.‍
• Agency User means an individual authorised by an Agency Subscriber to access the Services for the purposes of performing accounting services on behalf of one or more Client Entities registered under the Agency Subscriber’s account.‍
• Client Entity means a legal entity whose accounting data is processed, managed or stored within the Services by an Agency Subscriber acting on that entity’s behalf. Client Entities are not Subscribers, i.e., they are not parties to these Terms, and the Agency Subscriber accepts full responsibility for compliance with these Terms in respect of each Client Entity registered under its account.‍
• Client User means an individual associated with a specific Client Entity and an Agency Subscriber and authorised by an Agency User or Client Entity to access the Services within the Client Entity’s Workspace in connection with the Client Entity’s accounting processes.‍
• Client Data is any data and information, including personal data that is made available or otherwise provided by the Subscriber or User to Reiterate in connection with Reiterate’s provision of Services to the Subscriber.‍
• Data Processing Agreement consists of terms stipulated in Annex 1 to these Terms governing the processing of personal data by Reiterate on behalf of the Subscriber.‍
• Direct Subscriber means a Subscriber that accesses and uses the Service solely for its own internal accounting and financial purposes and not on behalf of any third party.‍
• Direct User means an individual authorised by a Direct Subscriber to access and use the Services solely in connection with that Direct Subscriber’s own internal accounting processes.‍
• Fees are the fees stipulated in Reiterate’s price list payable by the Subscriber for each Subscription Term.‍
• Intellectual Property is all current and future copyrights, trademarks, trade names, logos, service marks, trade secrets, patents, utility models, design rights, know-how and applications, moral rights, database rights, contract rights, and other proprietary rights now or hereafter recognized by the laws of any jurisdiction or country, and any applications, registrations, reissues and renewals of the same, throughout the world.‍
• Privacy Policy is a privacy policy of Reiterate, as amended from time to time, which can be found at https://www.reiterate.com/legal/privacy-policy.‍
• Reiterate is Iter8 OÜ, an Estonian legal entity with registry code 16317354 and registered address at Laeva 1, 10111 Tallinn, Estonia.‍
• Services mean Reiterate’s Accounting Agent offered as SaaS with accompanying features, functionalities, updates, and customer support.‍
• Subscriber means a legal entity that has registered for the Services, accepted these Terms, and is responsible for all Fees and obligations arising from these Terms. Subscribers can be either Agency Subscribers or Direct Subscribers.‍
• Subscription Term is the period during which the Subscriber is entitled to use the Services and Reiterate undertakes to offer the Services, subject to the payment of the Fees by the Subscriber. ‍
• User means, as applicable, an Agency User, a Client User, or a Direct User.‍
• Workspace means the segregated logical environment within the Services in which the Client Data relating to a specific Client Entity or Direct Subscriber are stored and processed. Each Client Entity registered under an Agency Subscriber’s account shall have its own dedicated Workspace. Where the Subscriber is a Direct Subscriber, the Services consist of a single Workspace corresponding to the Direct Subscriber itself.
  

3. Provision and Use of Services. Reiterate grants to the Subscriber and the Users associated with that Subscriber, the right to access and use the Services during the specific Subscription Term, subject to timely payment of the agreed Fees by the Subscriber and the Subscriber’s compliance with these Terms. Such right of access and use is non-exclusive and non-transferable.

4. Accounts and Workspaces. Once the Terms have been accepted by the Subscriber, a Subscriber account is created by Reiterate for the Subscriber. The account is necessary to use the Accounting Agent and Services. The Subscriber can appoint Users to have access to Workspaces as follows: (i) Direct Users have access to the Direct Subscriber’s Workspace; (ii) Client Users have access to the Client Entity’s Workspace, (iii) Agency Users have access to all Workspaces associated with Client Entities registered under the Agency Subscriber’s account. In order for the User accounts to be created, the Subscriber must provide, and undertakes to ensure that the Client Entities provide accurate, complete and updated information that is requested by Reiterate. The Subscriber must ensure that information about the User accounts associated with the Subscriber is kept confidential and up to date, and that the Users who are no longer authorised to use the Services do not have access to such accounts. The Subscriber is solely responsible for all actions of the persons whom the Subscriber has appointed as authorised Users of the Subscriber account.

5. Subscription Term. The first Subscription Term shall commence on the date of creation of the Subscriber account and shall continue for a period of 30 days. Upon expiry of the Subscription Term, and upon expiry of each subsequent Subscription Term thereafter, a new Subscription Term commences, subject to  the Subscriber’s timely payment of the Fees. The Subscriber may terminate its use of the Services and delete its account via the Accounting Agent prior to the end of the then-current Subscription Term, in which case the Terms terminate at the end of the ten-current Subscription Term.

6. Subscriber’s Use of Services, Restrictions on Use. The Subscriber shall, and ensure that Users associated with the Subscriber shall:

• ascertain valid legal bases and required authorisations required for the processing of Client Data, including personal data, through the Services;
• not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Accounting Agent and Services in any form or media or by any means;
• to the extent not permitted by mandatory laws, not attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Accounting Agent and Services;
• not access all or any part of the Accounting Agent and Services in order to build a product or service which competes with Reiterate;
• to the extent not permitted by the Terms, not use the Services to provide services to third parties;
• to the extent not permitted by the Terms, not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Accounting Agent and Services available to any third party; and
• not use the Accounting Agent and Services in a manner that violates these Terms, any applicable laws, regulations or third-party terms and conditions to which the Subscriber or Client Entity is bound.

7. Customer Support. In case of questions, issues or inquiries with regard to the Services, customer support shall be provided by Reiterate as described on Reiterate’s website.

8. Fees and Payment. The current Fees for the use of the Services are available at https://www.reiterate.com/accounting-agent#pricing. The Fees for the Services depend on the subscription tier chosen by the Subscriber. Each tier is associated with a specific number of usage tokens for the use of the Services during the Subscription Term, which resets at the renewal of each Subscription Term. Reiterate may also offer free trials which are limited to a specific number of usage tokens. In case of Agency Subscribers, the Agency Subscriber may choose a different tier for each of the Client Entities associated with the Agency Subscriber and the usage by Users is counted by Reiterate per each Client Entity. The Subscriber may change its chosen subscription tier at any time, including when the usage tokens are used during the Subscription Term. The Subscriber shall pay Reiterate the Fees for the ordered Services, regardless of whether any of the Services are actually used. Such Subscription Fees shall be paid in advance at the beginning of each Subscription Term via Stripe or in accordance with an invoice issued by Reiterate, as applicable. In case Reiterate provides the Services to an Agency Subscriber, all Fees are payable to Reiterate by the Agency Subscriber and not by the Client Entities, whereas Reiterate may bill the Agency Subscriber for all Client Entities associated with that Agency Subscriber jointly. Reiterate may change the Fees at any time, in which case Reiterate notifies the Subscriber via the e-mail indicated in the Subscriber account. The new Fees take effect at the beginning of the new Subscription Term.

9. Intellectual Property Rights. Any and all Intellectual Property rights connected to the Accounting Agent and Services shall always stay with Reiterate and will not be transferred to the Subscriber or any Client Entity. All Intellectual Property rights developed as a result of using the Services, together with any modifications, developments or derivatives thereof (the Output) shall belong to Reiterate, whereas Reiterate hereby grants the Subscriber a licence for the use of the Output in its activities.

10. Client Data and Usage Rights. The Client Entity or the Subscriber (as the case may be) retains ownership of Client Data entered and provided to Reiterate in the course of using the Services. In respect of the Client Data, the Subscriber grants Reiterate a worldwide, non-exclusive, sub-licensable and royalty-free licence for the duration of the Terms allowing the use, storage, copying, modification, and reproduction of Client Data in order to provide the Services under these Terms. The Subscriber acknowledges that a fundamental component of the Services is the training and use of artificial intelligence, and generating performance metrics for providing and improving the Services. The Subscriber further agrees that Reiterate may use the Client Data for the purpose of generating anonymised data for training, refining and improving AI models that are used by Reiterate to provide the Services, subject to strict confidentiality measures, anonymisation and aggregation techniques to prevent any identification of the Subscriber, Client Entity, Users, the Subscriber’s or Client Entity’s customers, suppliers, business partners and other third parties. Reiterate may also collect information related to the Users’ use of services to generate aggregated, anonymised or analytical information and statistics on the use of Services (usage metrics). Reiterate retains ownership of such usage metrics. Agency Subscriber warrants that the Client Entities have granted the Agency Subscriber the right to grant Reiterate the licenses and permissions stated herein.

11. No Warranty. Reiterate disclaims any and all warranties, expressed or implied, in connection with the operation of the Services, which are provided to the Subscriber on an “as is” and “as available” basis. The Subscriber accepts and understands that the Accounting Agent is an artificial intelligence tool and its output may contain errors and omissions. Reiterate shall not provide any warranty or guarantee of the correctness of the output and data generated by the Accounting Agent. Reiterate will employ its best efforts to provide to the Subscriber the Services that are of the highest quality, safety and security, however, Reiterate makes no warranties that the access to and operation of the Services will be always uninterrupted, timely or error-free. The Subscriber undertakes to ensure that the Users always review the output of the Services; no reliance is granted by Reiterate regarding the correctness of the output.

12. Liability. To the extent permitted by law, Reiterate will not be held liable for any damages, including direct damages, lost profits, revenues, loss of production, loss of any data uploaded to the Services or any other damage directly or indirectly sustained by the Subscriber or by any other person in connection with the Terms and the use of Services. For the avoidance of doubt, Reiterate will not be held liable for the correctness of the Client Data uploaded to the Services and errors in output of the Accounting Agent if any such error is not caused by Reiterate. The Subscriber (or, as applicable, the Client Entity) is fully responsible for the correctness of the Client Data uploaded to the Services. Reiterate will not be held liable also for delays in output of the Services. Reiterate will not be held liable for unauthorised provision of Client Data by the Subscriber or the Client Entity.

13. Indemnification. The Subscriber shall indemnify, defend and hold harmless Reiterate and its successors and assigns (including their subsidiaries, affiliates, officers, directors, employees and agents) from and against any and all claims, losses, demands, liabilities, damages, settlements, expenses and costs (including attorneys’ fees and costs) arising from or in connection with the breach of the Subscriber’s obligations or restrictions under the Terms.

14. Personal data. Reiterate collects and processes certain personal data in compliance with applicable data protection legislation. The Subscriber and Client Entities need to provide certain personally identifiable information for registering the accounts. The Subscriber confirms having the necessary rights to disclose, transfer and process personal data for the registration of User accounts   and the use of Services. For more details on how Reiterate collects, stores and processes personal data as a controller, please see Reiterate’s Privacy Policy. The Client Data uploaded to the Services may contain personal data that Reiterate as a processor will process on behalf of the Subscriber acting as a controller or a processor on behalf of the Client Entity, as the case may be. In that case, the Subscriber undertakes to ensure that it has all rights to submit such personal data to Reiterate and the processing of such personal data shall be subject to the Data Processing Agreement which forms an integral part of these Terms.

15. Confidentiality. Except as otherwise required by law or for the purposes of carrying out the intent of the Terms, Reiterate and the Subscriber may not disclose to any third party any information related to the business activities or plans of the other party, which are not public and which are generally considered business secrets. Notwithstanding the above, Reiterate is entitled to disclose confidential information to its contractors and service providers, but only to the extent that such disclosure is necessary for provision of Reiterate’s Services under the Terms, and such contractors and service providers are bound by an equivalent confidentiality obligation.

16. Publicity. Subject to the Subscriber’s consent (such consent not to be unreasonably withheld or delayed) Reiterate may use the Subscriber's name, logo, and related trade marks in any of Reiterate's publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Subscriber uses the Services and alongside any testimonials that the Subscriber has agreed to give. The Subscriber hereby grants Reiterate such rights as are necessary to use its name, logo, related trademarks and testimonials for the purpose of this Section 16.

17. Force Majeure. Reiterate and the Subscriber shall not be liable for non-fulfilment or inadequate fulfilment of contractual obligations if this is caused by force majeure. Force majeure are circumstances which are beyond the control of the party and which, at the time the contract was entered into, the party could not reasonably have been expected to take into account, avoid or overcome the impediment or the consequences thereof which the party could not reasonably have been expected to overcome. Force majeure shall not release a party from liability for payments and late payment interest.

18. Term, Termination and Suspension. The Terms enter into force from the moment of acceptance by the Subscriber and remain valid for each Subscription Term. Reiterate may terminate or suspend the Subscriber’s use of Services immediately upon breach of these Terms by the Subscriber.

19. Amendments. Reiterate reserves the right to amend these Terms at any time, in particular if amendments are necessary to comply with legal obligations or due to changes in Reiterate’s services or business. In case of material changes, Reiterate shall notify the Subscriber reasonably in advance. The amended Terms take effect upon the renewal of the then-current Subscription Term, provided that if the notice of the amended Terms is given less than 14 days before the end of the then-current Subscription Term, the amended Terms shall take effect upon the renewal of the following Subscription Term. If the Subscriber does not agree with the amended Terms, the Subscriber may terminate the Agreement by deleting its account before the amended Terms take effect.

20. Assignment. The Subscriber may not assign any rights or obligations arising from the Terms to a third party without the prior consent of Reiterate. Without limiting Reiterate’s right to assign any other rights and obligations arising from the Terms to third parties, Reiterate is entitled to hand the claims regarding the non-payment or undue payment over to debt collection agencies and also assign payment claims for the purpose of factoring.

21. Entire Agreement. The Terms together with any of its Annexes constitute the entire agreement between the Subscriber and Reiterate with respect to the subject matter of the Terms, and supersede and replace all previous agreements, written or oral, applicable to the subject matter of the Terms.

22. Notices. Reiterate and the Subscriber must send all notices and information either to the e-mail address of the respective party indicated via the Services. The Subscriber must ensure that contact details set out in its account are correct and up to date. Any information or notices sent by Reiterate to the Subscriber will be deemed as received by the Subscriber if Reiterate has sent such information or notices to the contact details indicated by the Subscriber within the Services.

23. Governing Law and Dispute Resolution. The Terms are governed by the Estonian law. Any dispute, controversy or claim arising out of or in connection with the Terms that cannot be solved by way of negotiations shall be settled by the courts of the Republic of Estonia, with Harju County Court being the court of first instance. In addition, Reiterate shall have the right to bring any dispute arising out of or in connection with the Terms to be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry in accordance with its rules. The seat of arbitration shall be Tallinn, Estonia. The arbitral tribunal shall be composed of a sole arbitrator. The language to be used in the arbitral proceedings shall be English. Reiterate shall have the sole discretion to elect whether a dispute is resolved by the courts of Estonia or by arbitration.

Annex 1. Reiterate Accounting Agent Data Processing Agreement

1. General. This Data Processing Agreement forms an integral part of the Terms agreed between Reiterate and the Subscriber, and enters into force concurrently with the Terms. The purpose of this Data Processing Agreement is to ensure lawful processing of personal data in compliance with the requirements of applicable data protection law, in particular the General Data Protection Regulation (EU) 2016/679 (“GDPR”). The terms and definitions used in this Data Processing Agreement shall have the meaning set out in the Terms and the GDPR. In circumstances not covered by this Data Processing Agreement, the Terms shall apply. In the event of any contradictions or inconsistencies between the Data Processing Agreement and the Terms, this Data Processing Agreement shall prevail.

2. Subscriber’s Obligations. The Subscriber shall ensure that any personal data entered into the Accounting Agent and provided to Reiterate in the course of using the Services is processed only in accordance with the applicable laws. In doing so, the Subscriber shall ensure, among others, that there is an appropriate legal basis for the processing of personal data provided to Reiterate, and that appropriate notices to data subjects are provided by the Subscriber or the Client Entity, as applicable. The Terms and this Data Processing Agreement shall be considered as the Subscriber’s complete and final documented instructions provided to Reiterate with respect to the processing of personal data, and any additional instructions shall require prior written agreement between the parties.

3. Processing by Reiterate. Reiterate shall process personal data to the extent and in the manner necessary for the provision of the Services under the Terms, and in accordance with the documented instructions of the Subscriber. Subscriber determines through the use of Services what personal data are provided to Reiterate for processing (whereas it is noted that the typical use of the Services entails the processing of the Direct Subscriber’s or the Client Entity’s accounting documents and the personal data included therein). Reiterate informs the Subscriber if in its opinion, any instruction of the Subscriber infringes applicable data protection law.

4. Security and Confidentiality. When processing the personal data, Reiterate undertakes to keep personal data confidential, while ensuring that access to the necessary personal data is only granted to persons who have a direct need to know in order to fulfil Reiterate’s obligations under the Terms. Reiterate shall ensure that the persons involved in the processing of personal data have entered into an appropriate confidentiality agreement or have a legal obligation of confidentiality. Reiterate shall implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing, accidental loss, destruction or damage. Reiterate’s security controls shall apply with applicable data protection law and take into account industry standards, the nature of the personal data, and the risks represented by the given processing.

5. Reiterate’s Assistance to the Subscriber. Reiterate undertakes to provide reasonable assistance to the Subscriber in relation to the requirements of applicable law, taking into account the nature of processing and the information available to Reiterate. This includes, among others, assisting the Subscriber in complying with its obligations set forth in Articles 32-36 of the GDPR.

6. Requests from Data Subjects and Supervisory Authorities. Reiterate shall inform the Subscriber of any enquiries and requests received from data subjects, competent supervisory authorities or other third parties relating to the processing of the  personal data by Reiterate on behalf of the Subscriber in the course of providing the Services. Where necessary, in particular where the request relates to Reiterate’s systems and the Subscriber does not have all the necessary information, Reiterate undertakes to reasonably assist the Subscriber in responding to the enquiry or request. Reiterate shall not act on behalf of or as an agent for the Subscriber in dealing with any enquiry covered by this Section.

7. Sub-Processors. The Subscriber authorises Reiterate to use sub-processors for the processing of personal data, provided that Reiterate only uses sub-processors that provide adequate safeguards in accordance with the applicable laws. Reiterate shall ensure that sub-processors have a contractual obligation to comply with requirements for the processing of personal data that are at least equivalent to those contained in this Data Processing Agreement. To the extent sub-processors are located in countries not deemed to provide an adequate level of personal data protection within the meaning of the GDPR, Reiterate ensures that it applies appropriate safeguards within the meaning of the GDPR for transferring personal data to such sub-processors; and the Subscriber authorises Reiterate to choose those safeguards at Reiterate’s discretion. In any event and subject to the liability limitations set out herein, Reiterate shall be liable to the Subscriber for any failure of sub-processors to comply with applicable requirements. In the event that Reiterate intends to involve (or change) sub-processors, Reiterate will provide the Subscriber with the details of the sub-processor to be engaged, thereby giving the Subscriber the opportunity to object to the involvement of the relevant sub-processor. Such objection must be reasonably justified and based on the applicable law. If the Subscriber does not object to the said changes within 7 calendar days, the Subscriber shall be deemed to have accepted the changes to the list of sub-processors. If the parties do not reach an agreement on the objection, and if the new sub-processor is indispensable for Reiterate to provide the Services, Reiterate may terminate the Terms with immediate effect. By entering into this Data Processing Agreement, the Subscriber agrees to the engagement of the following sub-processor(s):

• Amazon Web Services, Inc. and/or its affiliates
• Browserbase, Inc.
• OpenAI, Inc.
• Anthropic Ireland, Limited
• Crowdview Inc.
• Llamaindex, Inc.
• Voyage AI Innovations, Inc.
• Stripe, Inc.

8. Personal Data Breaches. In the event a data breach occurs when Reiterate is processing personal data on behalf of the Subscriber, Reiterate will, taking into account the nature of processing and the information available to Reiterate, assist the Subscriber in ensuring compliance with the Subscriber’s obligations under Article 33 of the GDPR. Further, Reiterate will notify the Subscribre without undue delay, but not later than 48 hours after becoming aware of a data breach. All such notifications shall be referred by Reiterate to the Subscriber by using the contact details made available by the Subscriber through the Accounting Agent.

9. Audits and Inspections. Upon the Subscriber’s request, Reiterate shall allow the Subscriber (or an authorised auditor) to conduct audits and inspections to the extent necessary to verify compliance with Reiterate‘s obligations under this Data Processing Agreement. In order to exercise the right of audit, the Subscriber shall coordinate the time and scope of the audit with Reiterate by giving Reiterate at least 30 calendar days’ prior notice. The information disclosed to the Subscriber (or to the authorised auditor) in the course of the audit shall be confidential in accordance with the requirements set out in the Terms. The costs of the audit, including Reiterate’s costs, shall be borne by the Subscriber, unless the audit reveals Reiterate’s material non-compliance with this Data Processing Agreement. The Subscriber shall ensure that the audit takes place during Reiterate’s normal working hours, with the least possible disruption to Reiterate’s business and no disruption to the activities of Reiterate’s other customers.

10. Liability. Reiterate’s liability towards the Subscriber under this DPA is limited to the amount equal to the Fees paid by the Subscriber to Reiterate under the Terms during the 6 months immediately preceding the event giving rise to the Subscriber’s claim. In case Reiterate is providing Services to an Agency Subscriber and Reiterate’s breach affects only some of the Client Entities associated with that Agency Subscriber, Reiterate’s liability towards the Agency Subscriber under this DPA is limited to the amount equal to the Fees paid by the Agency Subscriber in connection with the Services provided for the benefit of the affected Client Entities only, during the 6 months immediately preceding the event giving rise to the Subscriber’s claim. In the event that Reiterate is subject to a claim for damages by a data subject or to any sanctions by a supervisory authority or court for a breach of this Data Processing Agreement or applicable law caused by the Subscriber, the Subscriber shall indemnify Reiterate for such damages. If the parties are involved in the same personal data processing activities and the parties are therefore jointly and severally liable for the damage caused to data subjects by the processing of personal data, and if one of the parties has paid compensation for the damage, the paying party shall be entitled to reclaim the part of the compensation corresponding to the other party’s liability for the damage from the other party involved in the processing.

11. Term and Termination, Duration of Processing. This Data Processing Agreement enters into force concurrently with the Terms and remains valid for the validity of the Terms. The termination of this Data Processing Agreement is subject to the provisions regulating the termination of the Terms. Upon expiry or termination of the Data Processing Agreement for any reason, Reiterate shall return or destroy the personal data processed on behalf of the Subscriber upon the Subscriber’s request and undertakes to do so within a reasonable time after receipt of such request. Reiterate shall not return or destroy any personal data of the Subscriber that Reiterate is obliged to process under applicable law.

12. Modification of Data Processing Agreement. Reiterate reserves the right, at its sole discretion, to modify this Data Processing Agreement at any time, in particular if such modifications are necessary to comply with legal obligations, in connection with changes in the services provided or in the ordinary course of any other business. Reiterate shall provide reasonable advance notice to the Subscriber in case of any modification of this Data Processing Agreement. If the Subscriber does not agree to the changes to the Data Processing Agreement, the Subscriber may terminate the Terms and this Data Processing Agreement by deleting its account in accordance with the Terms.