Terms of service.

1. Agreement and parties

These Terms of Service govern access to and use of the First Mate service provided by First Mate Solutions Oy ("First Mate"). The service is intended for business use.

By creating an account or using the service, you accept these Terms, our Privacy Policy, and our Data Processing Agreement.

2. Eligibility and account security

• The service is B2B and not intended for private consumer use.
• You represent that you are entering this agreement in a business capacity, not as a private consumer.
• You must have authority to bind your organization.
• You are responsible for account credentials, API keys, and integration permissions.

3. Service description

First Mate provides a managed AI employee service that includes communication channels, browser automation, a management dashboard, and usage controls.

The AI employee is a software tool, not a natural person and not a legal representative. You remain responsible for instructions and permissions you provide.

4. Pricing, credits, billing, and cancellation

• Current pricing is available at /pricing.
• The service uses Thinking Credits to measure AI compute usage. Credit allocations, credit consumption rates, model routing, and related parameters are determined by First Mate and may be adjusted at any time to reflect changes in underlying model, infrastructure, and operational costs.
• Subscriptions are billed monthly in advance and renew automatically until cancelled.
• Unused credits do not roll over to subsequent billing periods unless explicitly agreed.
• Cancellation by you takes effect at the end of the current billing period. No pro-rata refunds are provided for partial periods.
• A 7-day money-back guarantee applies to new Pro plan subscriptions unless agreed otherwise.
• All prices exclude applicable taxes (including VAT). You are responsible for any taxes, duties, or levies imposed on the service, other than taxes on First Mate's net income.

5. Usage limits and fair use

The service is subject to usage limits, including Thinking Credit allocations, rate limits, and storage quotas.

• First Mate may establish, modify, or enforce usage limits at any time. Operational adjustments (including credit consumption rates, model routing, and fair-use thresholds) may take effect immediately.
• If your usage exceeds applicable limits, First Mate may throttle, queue, or pause your AI employee until additional credits are purchased or the next billing period begins.
• Credits represent a unit of AI compute usage. The amount of compute corresponding to one credit may vary based on model, task complexity, and infrastructure costs.

6. Customer responsibilities

• You are responsible for instructions issued to your AI employee.
• You are responsible for the systems and data access granted to the AI employee.
• You are responsible for ensuring that only authorized personnel within your organization access and instruct the AI employee.
• You are responsible for legal compliance in your own use case, including data protection obligations.
• You must maintain appropriate human oversight, especially for high-impact decisions.

7. Intellectual property

First Mate grants you a limited, non-exclusive, non-transferable, revocable right to access and use the service in accordance with these Terms for the duration of the agreement.

You retain ownership of customer data and output generated under your instructions. First Mate retains ownership of the service platform, software, algorithms, models, documentation, and all related intellectual property.

If you provide feedback, suggestions, or improvement ideas about the service, First Mate may freely use and incorporate them without obligation to you.

8. Confidentiality and restricted use of customer data

First Mate, its employees, contractors, and sub-processors must keep customer data confidential. Customer data may not be used or disclosed except as expressly permitted in these Terms.

Customer data may be accessed only when necessary to:

• provide, maintain, and support the service
• protect security, investigate incidents, and prevent abuse
• comply with legal obligations
• execute your documented instructions

First Mate does not sell customer data, does not use customer data for advertising, and does not use customer data to train public or shared AI models. Access is role-based, need-to-know, logged, and auditable. All authorized personnel are bound by written confidentiality obligations that survive termination of employment or engagement.

Disclosure to third parties is allowed only:

• to approved sub-processors under equivalent confidentiality and data protection obligations
• when required by applicable law
• to establish, exercise, or defend legal claims where necessary

You agree to keep First Mate's confidential information confidential, including platform technical details, pricing specifics, security architecture, and other non-public information. This obligation does not apply to information that is publicly available without breach by you, or that you lawfully received from another source.

9. Prohibited use

You may not use the service for:

• illegal conduct or facilitating unlawful activity
• spam, harassment, or deceptive communications
• bypassing or abusing security controls
• infringing rights of third parties
• automated decisions with legal or similarly significant effects on individuals without appropriate human oversight and disclosure
• reverse engineering, decompiling, or disassembling the service or any part of it, except to the extent expressly permitted by applicable law
• using the service to develop or benchmark a directly competing product or service

10. AI-generated content and actions

AI employee output may contain errors, inaccuracies, or unsuitable material. We do not warrant the accuracy, completeness, or fitness for any particular purpose of AI-generated content.

• You are solely responsible for reviewing and approving AI employee output before acting on it.
• First Mate is not liable for actions taken by the AI employee, including information provided to third parties, messages sent on your behalf, data entered into third-party systems, or business decisions based on AI-generated analysis.
• You are responsible for maintaining appropriate human oversight of your AI employee.

11. Limitation of liability

The service is provided "as is" and "as available". To the maximum extent permitted by law, First Mate does not warrant error-free, uninterrupted operation or specific business outcomes.

To the extent permitted by law, First Mate's total aggregate liability is limited to the fees paid by you to First Mate during the 12 months preceding the event giving rise to the claim.

Neither party is liable for indirect or consequential damages, including lost profits, lost revenue, lost data, business interruption, or replacement costs, regardless of the theory of liability. Payment obligations are not subject to this limitation.

Nothing in these Terms excludes liability that cannot be limited under mandatory law.

12. Suspension and termination

Suspension

First Mate may suspend your access to the service:

• immediately and without prior notice if: (a) your use poses a security risk to the service or other customers; (b) suspension is required by law or court order; (c) you materially breach these Terms, including use in violation of Section 9;
• with 7 days' notice if: (a) your account has an outstanding balance more than 7 days past due; (b) for any other operational or commercial reason.

We will use reasonable efforts to notify you of the reason for suspension. Where the basis for suspension is curable, we will give you a reasonable opportunity to cure before proceeding to termination.

Termination

• Either party may terminate this agreement for any reason by providing 30 days' written notice (email is sufficient).
• If First Mate terminates for convenience under the 30-day notice provision, a pro-rata refund of prepaid fees for the unused portion of the current billing period will be provided.
• First Mate may terminate immediately if: (a) you commit a material breach that is not cured within 14 days of notice; (b) you use the service in violation of Section 9 (Prohibited use); (c) you fail to pay undisputed fees within 14 days of a payment reminder; (d) required to comply with law; (e) continuing service would pose an unacceptable security or legal risk to First Mate or other customers.
• On termination, service access ends. You may request data export within 30 days of the termination date. After that period, customer data will be deleted in accordance with the Privacy Policy and DPA.
• Termination does not relieve either party of obligations that accrued before termination, including payment obligations and confidentiality.

13. Force majeure

Neither party is liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, labor disputes, power or internet outages, failures of third-party service providers or infrastructure, cyberattacks, and changes in laws or regulations.

The affected party will use reasonable efforts to mitigate the impact and resume performance. If a force majeure event continues for more than 60 days, either party may terminate this agreement without liability.

14. Indemnification

You agree to indemnify, defend, and hold harmless First Mate, its officers, employees, and contractors from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• your use of the service or content processed through your AI employee
• your breach of these Terms
• your violation of applicable law or third-party rights
• actions taken by your AI employee based on your instructions, access grants, or configurations

15. Service modifications

First Mate may modify, update, improve, or discontinue any feature or aspect of the service at any time. We will use reasonable efforts to provide advance notice of changes to core functionality that materially reduce the service.

Routine operational changes (maintenance, security updates, model updates, performance optimization, and credit system adjustments) do not require advance notice. Continued use of the service after changes take effect constitutes acceptance.

16. Assignment

First Mate may assign or transfer this agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without your consent. You may not assign or transfer this agreement or any rights under it without First Mate's prior written consent.

17. Changes to terms

• We may update these Terms at any time.
• For material changes, we will provide at least 30 days' notice via email or the customer dashboard before the updated terms take effect.
• Changes to credit values, credit consumption rates, model routing, usage limits, and operational parameters are operational adjustments and are not considered material changes. These may take effect immediately.
• If you do not agree with a material change, you may terminate your subscription before the new terms take effect by providing notice under Section 12.
• Continued use after the effective date constitutes acceptance of the updated terms.

18. Governing law and disputes

These Terms are governed by the laws of Finland. Disputes are resolved in the Helsinki District Court, unless mandatory law requires a different forum.

19. General

• Severability. If any provision of these Terms is found unenforceable or invalid by a court of competent jurisdiction, the remaining provisions remain in full force and effect.
• Entire agreement. These Terms, together with the Privacy Policy, DPA, and any order forms, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements relating to the subject matter.
• No waiver. Failure by either party to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
• Notices. Notices under these Terms must be sent by email. Notices to First Mate must be sent to juuso@firstmate.work. Notices to you will be sent to the email address associated with your account. Notices are deemed received on the next business day after sending.
• No agency or partnership. These Terms do not create an agency, partnership, joint venture, or employment relationship between the parties. Neither party may bind the other without express written authorization.

20. Contact

• Email: juuso@firstmate.work
• Company: First Mate Solutions Oy
• Address: Lapinlahdenkatu 16, 00180 Helsinki, Finland
• Business ID: 3392354-9