Terms of Service

1. Parties, acceptance and precedence

1.1 These Terms of Service (the Terms) are a contract between Supernomial Oy, Business ID 3542056-6, Bulevardi 21, 00180 Helsinki, Finland (Supernomial) and the organization accepting them (Customer). Supernomial offers its services to businesses, public bodies and professional firms acting in their trade or profession, not to consumers; the person accepting confirms authority to bind Customer. Affiliates named in the Order may use the Materials, and Customer answers for them. Consultancies may use the Materials for their own clients, one workspace per engagement, and answer for their clients' use. Public bodies may add procurement terms on the Order.

1.2 Customer accepts these Terms by signing an Order, which is required for any paid use; by installing the Plugin from a marketplace or clicking a listing's terms link, which binds Customer to section 21 and the sections it names, never to fees, a term or indemnities; or by using the website, which binds the visitor to section 22 only. The version in force when an Order is signed, identified by its date on the Order, applies to that Order for its term (section 15.5). The Agreement takes effect on the earliest of signature of the Order or installation of the Plugin.

1.3 If documents conflict: the Order, only where it states an express deviation by section number; then the Data Processing Agreement for personal data; then these Terms; then referenced pages, which are notices and do not form part of the contract.

2. Definitions

• Agreement means the Order, these Terms and the Data Processing Agreement together or, where the parties sign a master agreement that incorporates these Terms, that agreement together with the Data Processing Agreement.
• Confidential Information means non-public information a party discloses to the other, marked or reasonably understood as confidential, including Supernomial's non-public Materials and Customer Content.
• Customer Content means Customer Data, the Customer Layer, Inputs and Outputs together.
• Customer Data means data Customer loads into, connects to or creates in the Customer Environment, including a TP Warehouse instance.
• Customer Environment means Customer's Platform, cloud accounts, systems, tenants, repositories and communication channels, and any other environment Customer designates for an engagement.
• Customer Layer means what Customer authors or configures on the Harness in its eight layers (Principles, Procedures, Guardrails, Playbooks, Knowledge, Data Model, Team Structure, Workflows) and the agents Customer builds on it.
• Customer Personal Data, Security Incident and Sub-processor have the meanings given in the Data Processing Agreement.
• Documentation means the written descriptions, guides and release notes Supernomial delivers with the Materials.
• Engagement Services means the AI Deployment Program; implementation, configuration and maintenance of Managed Agents, Private Agents and TP Warehouse; support; Academy workshops on Customer's real data; and any other work in which Supernomial personnel access the Customer Environment or receive personal data from Customer or on Customer's instruction.
• Evaluation means use of the Plugin without an Order under section 21.
• Harness means the Expert Agent Harness: Supernomial's knowledge base, skills, organizational assets, agent definitions, data model, connected products including TP Warehouse, and customization framework.
• Inputs means what Customer and its users submit to the Platform (Inputs under the Platform Agreement).
• Materials means the instruction files, knowledge base, playbooks, templates, workflows, agent and team definitions, connector configuration, TP Warehouse Software, Documentation and Updates Supernomial delivers.
• Order means a signed Order Form or Statement of Work that refers to these Terms.
• Outputs means what the Platform generates in response to Inputs (Outputs under the Platform Agreement).
• Platform means the enterprise AI platform on which Customer runs the Materials (for example Claude Cowork, Copilot Cowork, ChatGPT Work, Vibe Work, or in-house agentic AI).
• Platform Agreement means Customer's agreement with its Platform vendor and, where the context concerns Customer's cloud, Customer's agreement with its cloud provider.
• Plugin means the Materials packaged for installation on a Platform.
• TP Warehouse Software means the TP Warehouse database tooling, headless MCP server and web application.
• Updates means new versions, fixes and additions to the Materials delivered as upkeep.

3. Customer's Platform and cloud

3.1 Customer's Platform and cloud are provided by their vendors under the Platform Agreement. Supernomial is not a party to it and does not operate the Platform, the models or the cloud; model traffic, inference location, retention, training commitments and platform security are the vendor's commitments to Customer. These Terms cover Supernomial's Materials, Updates and personnel; no Platform credentials pass to Supernomial. Installation mechanics are governed by the Platform's marketplace terms; the Materials by these Terms.

3.2 Outputs are generated by Customer's Platform under the Platform Agreement. As between the parties Customer owns them; Supernomial claims no rights in them and does not receive them in product operation.

3.3 Supernomial adapts the Materials to Platform changes within a reasonable time as part of upkeep. If a Platform vendor withdraws support for third-party plugins or for Supernomial's category, either party may end the affected Order on written notice; Supernomial refunds prepaid license fees pro rata, transition assistance is available at the Order's rates (section 14.3), and neither party has other liability for the withdrawal.

4. Services and delivery

4.1 Updates are the form of upkeep and may change agent behavior; material changes are described in release notes. Updates do not alter the permissions, connectors or approval gates configured in the Customer Environment; an Update that adds a connector or an action needing new permissions is described in the release notes and disabled until Customer's administrator enables it. For a version Customer pins, or where Customer declines Updates, Supernomial does not warrant regulatory currency.

4.2 Support runs on business days by email to hello@supernomial.co for Customer's named contacts; response targets and service levels apply only where the Order states them. Preview features are provided as they are. Supernomial may use subcontractors under written confidentiality and remains responsible for them; they access the Customer Environment only with Customer's consent.

5. Customer responsibilities

5.1 Customer subscribes to and administers its Platform and cloud, configures governance and permissions there and secures the Customer Environment (identity, access, logging, retention, backups).

5.2 Customer has the rights needed for what it loads and, during Engagement Services, provides the access, people, decisions and information the Order depends on.

5.3 The Materials are built for transfer pricing work by qualified professionals. Customer may not repurpose them for any use the EU AI Act lists as high-risk (for example decisions about individuals' employment, creditworthiness or access to essential services, or uses in law enforcement); Customer acknowledges that if it does so it may become the provider of that system under Article 25 of the EU AI Act. Customer may not redistribute the Materials outside Customer and its named affiliates (other than to its clients as Outputs carry them), build or train a competing harness or knowledge product with them, extract the knowledge base for resale, remove notices, or circumvent license controls.

6. Fees and payment

6.1 The Order states the fees and invoicing rhythm: a one-time service fee for implementation, including the AI Deployment Program; a recurring license and upkeep fee for Managed Agents, Private Agents and TP Warehouse, annually in advance unless the Order says otherwise; time and material at the Order's rates for restructures and extra work; and approved travel expenses at cost. Platform subscriptions, usage fees and cloud infrastructure are contracted and paid by Customer directly with its vendors.

6.2 A milestone is accepted when Customer confirms it in writing or 10 business days pass without a written, reasoned rejection. Recurring fees may change at renewal with at least 60 days' written notice; where that notice is given less than 90 days before the renewal date, Customer may give notice of non-renewal at any time before the renewal date. Fees exclude VAT; customers established in another EU member state account for VAT under the reverse charge; where Customer must deduct tax at source, it grosses up.

6.3 Invoices are due 30 days from the invoice date, without set-off; a disputed invoice is notified within 30 days with reasons and the undisputed part is paid. Late payment carries statutory interest under the Finnish Interest Act (the reference rate plus 8 percentage points), the statutory EUR 40 recovery compensation and actual recovery costs above it. After a 30-day written reminder Supernomial may suspend Updates and support; fees keep accruing.

7. Intellectual property

7.1 The Harness and everything in it, the Documentation, templates, tooling and trademarks, and all Updates, modifications and derivative works of them, whoever makes them, belong to Supernomial, except Customer Layer content.

7.2 Customer Data, the Customer Layer in all eight layers, the agents Customer builds on the Harness, and Outputs belong to Customer as between the parties; Supernomial claims nothing in them. Customer grants Supernomial the right to access and use Customer Data and the Customer Layer inside the Customer Environment solely to perform the Engagement Services Customer orders.

7.3 Deliverables written together split by content: what encodes Customer's methodology, house style, positions, review chains and organization is Customer Layer and Customer's on payment; the generic method, template structure and scaffolding it runs on is Harness, licensed under the applicable module. The Order names any deliverable that is assigned. For a connected product built for Customer, Customer owns the customer-specific code and configuration on full payment; Supernomial's generic tooling stays Supernomial's, licensed perpetually for use inside that product.

7.4 General improvements Supernomial develops while serving Customer are Supernomial's, provided they contain no Customer Confidential Information and no Customer Layer content. Nothing from one customer's engagement, deliverables, templates or methodology serves, trains or is shown to another customer, including as examples. Supernomial may use general know-how retained in the unaided memory of its people, never Customer Confidential Information or Customer Layer content, and may use feedback about the Materials freely; feedback never includes Customer Content.

7.5 Supernomial does not train or fine-tune any model on Customer Content and does not permit anyone to do so on its behalf.

7.6 During an engagement Supernomial's people work inside the Customer Environment with identities Customer issues, for the time Customer sets, under Customer's terms. Supernomial keeps no standing access and no credentials, and no copies of Customer Content outside the Customer Environment beyond engagement correspondence and the working notes and deliverable drafts an engagement needs, which it deletes within 30 days of the engagement's end under the Data Processing Agreement. Where the Platform supports it and Customer so configures it, personal playbooks are private to the professional who created them. Customer may export the Customer Layer, Customer Data and Outputs at any time in the formats they exist in (the Customer Layer as readable text); the Harness stays licensed and is not part of the export.

7.7 Neither party uses the other's marks without consent; Supernomial may name Platform vendors' products descriptively. TP Warehouse Software comes with an open-source notice file and a component list; Supernomial warrants that no copyleft component requires disclosure of Customer's code or data.

8. Confidentiality

8.1 Each party uses the other's Confidential Information only for the Agreement, discloses it only to people who need it and are bound in writing, and protects it with at least reasonable care. Excluded is information that is public without breach, already known, independently developed or received from a third party without restriction. Compelled disclosure requires notice where lawful. The duty lasts for the term and five years after it, and for trade secrets as long as they remain secret.

8.2 Supernomial's non-public Materials are its Confidential Information even when installed in the Customer Environment; Customer may show them to its staff, affiliates and advisers and, as Outputs carry them, to its clients. Materials published in a public directory are not Confidential Information.

9. Data protection and security

9.1 The Materials as delivered contain no Supernomial endpoint, account, API key, license check or telemetry and transmit no Customer Content to Supernomial. Where Updates are fetched from, or the knowledge base's public reference files are read from, a marketplace or repository Supernomial publishes, those fetches and reads go to the hosting provider, not to Supernomial, and carry no Customer Content. No Supernomial Sub-processor joins Customer's vendor list in product operation. Customer's Platform vendor and cloud provider process Customer's data under Customer's agreements with them; they are not Supernomial's Sub-processors.

9.2 Supernomial will not release an Update that transmits Customer Content or Customer Personal Data to Supernomial or to a Supernomial-controlled service unless the component that does so is optional, disabled by default, described in the release notes, and enabled by Customer in writing.

9.3 The Data Processing Agreement forms part of every Order and applies whenever Supernomial personnel access the Customer Environment or receive Customer Personal Data in the course of Engagement Services. Supernomial notifies Customer of a Security Incident under the Data Processing Agreement, and of a security incident affecting a deliverable shipped to Customer under this section, in each case without undue delay, and in any event within 48 hours after becoming aware; "aware" has the meaning given in the Data Processing Agreement.

9.4 Supernomial's position on certifications, stated on the Trust Center overview, in the Privacy Policy, the Security Notice and Annex II of the Data Processing Agreement, is: "Our controls are designed to meet the standards our clients are certified against: ISO 27001 internationally, SOC 2 in the United States. We have no certification and publish no audit report. For your review we answer your questionnaire, walk your security and data protection teams through each data path, and provide our policies under NDA." Policies are provided under section 8. A copy of the security commitments in these Terms and in Annex II of the Data Processing Agreement, for attachment to an Order, is available on request at hello@supernomial.co. Vulnerabilities in the Materials are fixed as part of upkeep; reports go to hello@supernomial.co.

10. AI outputs and professional responsibility

10.1 The Materials help qualified professionals do transfer pricing work. They are not tax, legal or accounting advice, and Supernomial is not a tax adviser to Customer or its clients.

10.2 Outputs are drafts and analyses that a qualified person on Customer's side reviews before they are relied on, filed, sent to an authority or a client, or used to take a position. Customer decides filings, positions, true-ups and disclosures and is responsible for them and for its professional and legal duties, including informing its users and clients about AI use where law or professional rules require.

10.3 Agents act under the governance Customer configures on its Platform; the actions they take (writes, postings, emails, schema changes) are Customer's actions, and approval gates are Customer's to set.

10.4 Customer's engagement letters govern its own clients, who are not third-party beneficiaries of the Agreement; Supernomial does not communicate with Customer's clients or present itself as part of Customer's engagement team.

10.5 Under an Order, Supernomial's warranties in section 11 apply; a defect in a knowledge file or playbook is Supernomial's to fix at its cost. The tax-outcome exclusion in section 12 limits damages only, never the fix-or-refund remedy, and does not apply to willful misconduct or gross negligence.

10.6 Supernomial's EU AI Act classification note is available on request; Supernomial informs Customer if the intended purpose changes and provides the information and technical access reasonably needed for Customer's own compliance, at the Order's rates where the effort goes beyond what is proportionate.

11. Warranties and disclaimers

11.1 Supernomial warrants that: it has the right to license the Materials; it performs services with reasonable skill and care by qualified people; the Materials perform materially as described in the Documentation for the current supported version when used as documented on a supported Platform; instruction files are human-readable and free of hidden, obfuscated or encoded instructions, and, to the best of Supernomial's knowledge, free of malicious code; the components of each release are listed in its release notes; and the Materials contain no Supernomial endpoint, account, API key, license check or telemetry (section 9.1).

11.2 For breach of these warranties Supernomial fixes or re-performs and, if it cannot within a reasonable period, refunds the prepaid fee for the affected Materials or services pro rata; this is Customer's sole remedy for the breach, without limiting section 12.

11.3 Supernomial does not warrant that Outputs are accurate or complete, that a model follows an instruction in every case, the availability, performance, security or retention of the Platform or the cloud, that a Platform update will not alter agent behavior, or that the Materials fit a particular tax position or satisfy a specific law without Customer's own review. Implied warranties are excluded to the extent law permits. Evaluation use, Sponsored Presentations and free materials come as they are.

12. Limitation of liability

12.1 Each party's aggregate liability, across all claims, is limited: under an Order other than a fixed-fee Statement of Work, to the fees paid or payable under that Order in the 12 months before the event giving rise to the claim; under a fixed-fee Statement of Work, to its fee; for Evaluation use, to EUR 1,000; for website use, to what the law does not allow Supernomial to exclude.

12.2 Neither party is liable for indirect or consequential loss (including loss of profit, revenue, business, goodwill or anticipated savings) or for loss of or corruption of data or systems Supernomial does not operate, except loss caused by Supernomial personnel inside the Customer Environment or by a defect in the Materials, recoverable within the cap. Supernomial is not liable for tax adjustments, penalties, interest, audit costs or similar outcomes of positions taken, filings made or decisions reached in reliance on Outputs or Materials.

12.3 For breach of section 8, breach of the Data Processing Agreement and Supernomial's indemnity under section 13.1, the cap is two times the amount in section 12.1. Nothing limits liability for willful misconduct or gross negligence, death or personal injury, or Customer's payment obligations. Claims are notified in writing within 12 months of the event.

13. Indemnities

13.1 Supernomial defends Customer against third-party claims that the Materials as delivered and used as permitted infringe third-party intellectual property rights in the territories licensed under the Order (where the Order names none, the countries in which Customer and its named affiliates are established), and pays the damages and costs finally awarded or agreed. Excluded: modifications not made by Supernomial, combinations with items Supernomial did not supply, Outputs, Customer Layer content, content Customer licensed into the knowledge base, and use after Supernomial offered a non-infringing replacement. Supernomial may procure the right, modify or replace the Materials, or refund the prepaid fee pro rata and end the affected license. Supernomial gives no indemnity for infringement by Outputs; that recourse lies under the Platform Agreement.

13.2 Customer defends Supernomial on the same basis against third-party claims arising from Customer Data, Customer Layer content, Customer's filings, positions and advice to its own clients, or use of the Materials or Outputs in breach of these Terms or applicable law.

13.3 The indemnified party gives prompt notice, lets the other control the defense and cooperates at the other's cost; no settlement admits fault on its behalf without its consent.

14. Term and termination

14.1 A license under an Order runs 12 months from its start date and renews for 12-month periods unless either party gives 60 days' written notice of non-renewal; Supernomial sends a reminder 90 days before each renewal date. Engagement Services run per their Statement of Work; Customer may end one for convenience on 30 days' notice, paying for work done and committed costs, and Supernomial on 90 days' notice.

14.2 Either party may terminate an Order for material breach not cured within 30 days of written notice, and with immediate effect if the other party becomes insolvent, incurably breaches the license restrictions or section 8, or fails to pay 30 days after a reminder.

14.3 On termination the license ends. Customer uninstalls the Plugin and deletes Supernomial's non-public Materials within 30 days and confirms in writing on request, subject to section 14.4. The Customer Layer, Customer Data and Outputs stay with Customer in the formats they exist in. Supernomial deletes Customer Confidential Information in its possession within 30 days unless law requires retention, and confirms in writing on request. Transition assistance is available at the Order's rates for up to 90 days. Prepaid license fees for periods after a termination for Supernomial's breach or for Platform withdrawal (section 3.3) are refunded pro rata; otherwise fees stay due.

14.4 For Private Agents and TP Warehouse, after at least 12 months of paid license, Customer keeps a license to the last delivered version without Updates or support, for as long as it keeps the restrictions in sections 5.3 and 8; no license survives a termination by Supernomial under section 14.2 for Customer's breach of those sections. The Managed Agents license ends with the fee.

14.5 Supernomial may suspend Updates, support and access to its release channel only for non-payment after reminder, breach of the license restrictions or section 8, or a security threat caused by Customer's use, after notice where practicable; Supernomial cannot and does not remotely disable software running in the Customer Environment. Sections 7, 8, 10, 12, 13, 14.3 to 14.5 and 15 survive.

15. General

15.1 Supernomial names Customer or uses its marks only where Customer agrees in writing, for example on the Order.

15.2 Neither party is liable for delay or failure caused by events beyond its reasonable control, including Platform and cloud outages not caused by it; either party may end the affected Order if the event lasts more than 60 days.

15.3 These Terms are governed by the laws of Finland, excluding its conflict-of-law rules and the CISG; the District Court of Helsinki has exclusive jurisdiction, subject to the arbitration election on the Order and to injunctive relief in any competent court. Before proceedings the parties escalate to an executive of each side for 30 days. Customers outside the EEA and Switzerland may elect on the Order arbitration under the Arbitration Rules of the Finland Chamber of Commerce (the Finland Arbitration Institute), seat Helsinki, in English.

15.4 Notices go by email to the addresses named on the Order, with a copy to hello@supernomial.co for notices to Supernomial, and by post to the address in section 1.1 as a backup. Neither party assigns the Agreement without the other's consent, except to an affiliate or a successor to its business on written notice.

15.5 A change to these Terms applies to a running Order at its next renewal; a change required by law or by a Platform change applies on written notice and only as far as required; section 22 changes by posting with a new date.

15.6 The parties are independent contractors. Each party complies with the export control, sanctions and anti-corruption laws that apply to it. There are no third-party beneficiaries, except a Platform vendor where its marketplace terms require it. The Agreement is the entire agreement on its subject; if a provision is unenforceable, the rest remains in force; a failure to enforce a provision is not a waiver of it. English governs; translations are for convenience. Orders may be signed electronically.

16. Managed Agents

16.1 Supernomial grants Customer a non-exclusive, non-transferable, non-sublicensable term license to install and use the Plugin, its Updates and the reference files it reads on the Platform instances, in the territories, for the agent families and under the metric stated in the Order, for Customer's internal business purposes including services to its own clients. Customer may review, configure, extend and back up the instruction files inside the Customer Environment, and its administrators may review each release before install.

16.2 The license and upkeep fee includes new skills, knowledge updates, regulatory adaptation, adaptation to new model generations, and support under section 4.2; it excludes Platform fees, customer-specific restructures beyond the Order, and work on unsupported Platforms. The license ends with the fee (section 14.4).

17. Private Agents

In addition to section 16, Customer may run the Materials on infrastructure it controls, modify them with Supernomial or alone as the Documentation describes, and create its own agents on the Harness. Modifications of Harness files belong to Supernomial and are licensed to Customer under this module; Customer's own agents belong to Customer in their content (section 7). Maintenance is delivered as scoped on the Order; after termination section 14.4 applies.

18. TP Warehouse

Supernomial grants Customer a non-exclusive, non-transferable, non-sublicensable term license to install and run one instance of the TP Warehouse Software per Order (or the number the Order states) on infrastructure contracted and paid by Customer, in the territories stated in the Order, for Customer's internal business purposes including services to its own clients. The data, the schema and every figure in the instance are Customer's; Supernomial accesses the instance only as Customer authorizes for implementation and support (section 7.6). Releases come with release notes and the notice file in section 7.7; after termination section 14.4 applies.

19. AI Deployment Program and other services

The AI Deployment Program, restructures, support beyond section 4.2 and other Engagement Services are described in a Statement of Work with scope, deliverables, milestones, rates, Customer dependencies and, where personal data is expected, a note for the Data Processing Agreement; scope changes are agreed in writing. Milestones are accepted under section 6.2 and deliverables split under section 7.3. Supernomial personnel on site or in the Customer Environment follow Customer's security, acceptable-use and access policies. The program is configuration, enablement and implementation; Supernomial does not advise on tax positions.

20. Academy

Paid AI Accelerators and Live Workshops are booked by Order; free events by registration on the website (section 22). Customer may cancel a paid workshop on 14 days' notice, after which the fee stays due. Participants may use the slides, playbooks and exercises internally within Customer; no recording or redistribution outside Customer. Supernomial may reuse its generic materials. Sponsored Presentations are free and provided as they are. A workshop on Customer's real data inside the Customer Environment is an Engagement Service (section 2), and the Data Processing Agreement applies to it (section 9.3).

21. Evaluation use

Installing the Plugin without an Order grants Customer a license for internal evaluation for the period stated in the listing (30 days where the listing states none), provided as it is, without support. Either party may stop the evaluation at any time. Sections 1, 2, 3, 5, 7, 8, 9.1 to 9.3, 10, 11.3, 12 (with the EUR 1,000 cap in section 12.1) and 15.2 to 15.6 apply to Evaluation use; sections 6, 13 and 14 do not. Paid use starts with an Order.

22. Using supernomial.co

22.1 The website and its content belong to Supernomial or its licensors. Visitors may read it, download the one-pagers and share links for internal information purposes; scraping, framing and republication are not permitted; good-faith security research within the rules of the Security Notice, section 11, is permitted. Articles are general information and do not constitute tax or legal advice; no client relationship arises from reading them. Links to third-party sites are not Supernomial's.

22.2 Contact, event and newsletter forms are handled under the Privacy Policy. The customer portal is for accounts provisioned under an Order. Supernomial may change the website at any time and does not warrant its availability; liability for website use is limited to what the law does not allow Supernomial to exclude.