1. DEFINITIONS

1.1. The terms used with capitalized letter have the meaning set forth to them in the Terms of Use unless expressly otherwise specified herein.

1.2. ”Customer Online Store” means online stores, which are owned by the Customer and defined in the Order Form or in the Customer account at my.nosto.com.

1.3. ”Online Sales” means the gross revenue (including tax) received by the Customer from the purchases made on the Customer Online Store. For the avoidance of any doubt, no potential or actual refunds or cancellations shall be deducted from the gross revenue.

1.4. ”Same Session” means the session starting when a consumer clicks a display generated by the Service and ending when a consumer leaves the Customer Online Store. When order information is received by Nosto through an API, the status of the order is monitored for 30 minutes after the session has ended. Only cancellations occurred during this timeframe are taken into account when determining Online Sales. 

2. ATTRIBUTION

2.1. For some Nosto clients Online Sales attributable to Nosto are decided in accordance with “cost per action or CPA” metrics. In those cases, Online Sales attribution is determined as follows:

2.1.1. With respect to Onsite Product Recommendations, Online Sales shall be attributed to Nosto if a consumer clicks on a product recommendation generated by the Service and then, in the Same Session, purchases the same product that was recommended by Nosto.

2.1.2. With respect to Onsite Pop-ups, Online Sales shall be attributed to Nosto if consumer interacts with a pop-up generated by the Service and collects a coupon code (regardless of whether or not it is redeemed) and in the Same Session, makes a purchase.

2.1.3. With respect to Facebook & Instagram Ads, Online Sales shall be attributed to Nosto if a consumer sees or clicks a product ad generated by the Service on Facebook or Instagram and then during the same day (24 hours), makes a purchase.

2.1.4. With respect to Personalized Emails (Triggered Emails & Email Widgets), Online Sales shall be attributed to Nosto when a consumer receives an email which is generated by the Service, and through clicking the email content, arrives at the Customer Online Store and then, within 24 hours, makes a purchase at the Customer Online Store.

3. MINIMUM FEE

3.1. The Service shall be subject to a minimum fee (“Minimum Fee”). The Minimum Fee shall in no case be lower than 99 EUR/USD per month. All fees paid, including the any variable fees (“Variable Fee”), are non-refundable and shall be invoiced annually, unless agreed to the contrary in the relevant Order Form (or its equivalent). Both the Minimum Fee and Variable Fee are defined in more detail in the relevant Order Form (or its equivalent).

3.2. The Minimum Fee and Variable Fee shall be charged directly from the credit card or Paypal account depending on the payment method selected by the Customer. A receipt for charge will be emailed to the address provided by the Customer and made available in the Customer account at my.nosto.com. Unless otherwise agreed in writing, Nosto may invoice the Minimum Fee and Variable Fee and the Customer shall pay (by wire transfer) to Nosto the full amount shown to be due on the invoice within 14 days from the date of the invoice. Each party shall be responsible for their own banking fees and any costs incurred due to currency conversion (if any).

4. PRICING AND MISCELLANEOUS

4.1. Upon expiry of the Initial Term, as defined in the Order Form (or its equivalent) or any fixed 12- month period thereafter, the Commercial Terms for the Customer’s offering and for any additional services and modules shall be updated to the Service Provider’s then-current pricing and, in case of the Customer’s offering, the then-current product selection for that offering (or its equivalent).

4.2. The Agreement is non-cancellable and any fees paid thereunder are non-refundable.

4.3. For all non-U.S. Customers: Interest shall be payable on any amounts paid later than the date due hereunder in accordance with Finnish Interest Act. In the event of delay in payment, Nosto is entitled to suspend or terminate the Service without prejudice to Nosto’s other rights and remedies.

4.4. For U.S. Customers only: Any payment paid later than the date due hereunder shall bear a late payment charge, until paid, at the rate of one and one half percent (1.5%) per month, or the maximum amount permitted by law, whichever is less.

4.5. Each party agrees to maintain records supporting the collection of revenue and payments made hereunder for a period of 2 years following the date that the collection or payment of the revenue was made.  The relevant portion of such records and accounts shall be available for inspection and audit by an independent certified public accountant selected by the auditing party during regular business hours and upon reasonable notice.  Any underpayments discovered under the audit shall be paid promptly by the Customer together with the auditors’ fees following the receipt of a final report from the auditor. 

4.6. For the avoidance of any doubt, the Minimum Fee and Variable Fee defined herein are exclusive of VAT and any other governmental, state or local taxes and levies (as applicable). The Customer shall be solely responsible for taxes and levies imposed by applicable laws and authorities in relation to the fees. Accordingly, depending on your residency, a tax may be applied on top of the Minimum Fee and Variable Fee.

4.7 The Minimum Fee and Variable Fee are subject to change from time to time upon 30 days’ notice. The change shall not affect the fees for invoicing periods commenced before the effective date of the change. In case of a price change the Customer shall be entitled to terminate the Service to end at the end of the then-current renewal term by notifying Nosto thereof in writing in accordance with the terms of the Agreement.

4.8 Both the Minimum Fee and Variable Fee shall be paid in Euros, except for Customers residing in United States of America or Canada, who are eligible to optionally choose for all payments to be paid in USD. In the event Online Sales are in a currency other than the payment currency (EUR or USD), Nosto shall convert said amounts each year into the payment currency based upon the latest foreign exchange reference rates on the day Customer’s bill is created. Nosto adopts the exchange rates from a publicly available source and reserves the right to change the source at any time without notice. Currently Nosto uses the rates published by the European Central Bank and/or Open Exchange Rates (www.openexchangerates.org).

4.9. Upon termination of the Agreement, after the remittance of due and payable fees to Nosto all rights and duties of the parties under the Agreement expire and we will remove your account.

4.10. We may from time to time update and modify the Appendices however only to the extent such an update or modification does not materially deviate from the original intention of the parties. All material changes to the Appendices shall be informed to the Customer in writing and by continuing to use the Service after having been informed of the modification by written notice of Nosto, the Customer accepts the modification and the revised Appendices shall enter into force no earlier than 30 days have lapsed from the notice of revision.

4.11. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Nosto may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.