General Terms and Conditions

Service: Pro-Insight Johtajan työkalu Provider: Pro-Insight Finland Oy ("Pro-Insight", "we", "us")

1. About these Terms

These General Terms and Conditions ("Terms") govern the use of the Pro-Insight Johtajan työkalu service (the "Service"). The Service is offered by Pro-Insight Finland Oy, a Finnish limited liability company.

These Terms apply between Pro-Insight and the legal entity that has subscribed to the Service (the "Customer"). They apply to all use of the Service, regardless of whether any separate written service agreement, order form, pricing document, or other arrangement is in place between the parties. If a separately signed agreement conflicts with these Terms, the separately signed agreement prevails only to the extent of the conflict; in all other respects these Terms continue to apply.

The Service is intended exclusively for use by organizations and their personnel in a professional context (B2B). It is not directed at consumers, and the Finnish Consumer Protection Act (kuluttajansuojalaki) does not apply.

These Terms are written in plain language and are intended to be readable by a non-lawyer.

2. Definitions

·      Customer — the organization that has subscribed to the Service.

·      Portal User — a natural person whom the Customer has authorized to access the Service. Typically employees, board members, or external advisers of the Customer.

·      Customer Data — all data relating to the Customer that resides in the Service, regardless of who enters it. This includes data entered or uploaded by the Customer or its Portal Users, data generated within the Service (e.g. AI chat history, exports), and data entered by Pro-Insight on the Customer's behalf based on information the Customer has provided in workshops, e-mails, or other communications. The Customer defines and decides its organizational structure (Contexts); Pro-Insight may enter that structure into the Service on the Customer's behalf as a setup or onboarding service. The Customer is advised not to use personal names in the names of organizational units, and is responsible for the naming choice it instructs Pro-Insight to use. Customer Data includes, but is not limited to, organizational structures, goals, strategy plans, performance data, survey responses, files, and AI chat history.

·      Context — an organizational unit within the Service (e.g. department, team, business area) used to model the Customer's hierarchy.

·      Beta Feature — a feature explicitly marked in the user interface as "Beta", "experimental", or similar. See Section 6.

·      AI Provider — a third-party provider of artificial intelligence or generative-AI services that Pro-Insight has integrated into the Service. As of the effective date these are Anthropic, PBC and Gamma Tech, Inc.

·      Sub-processor — any third party that processes Customer Data on Pro-Insight's behalf, including AI Providers, hosting providers, and identity providers.

3. The Service

3.1 What the Service does

The Service is a leadership and strategy management platform for organizations. Typical use cases include strategic roadmap planning, OKR-based goal tracking, organizational performance and well-being measurement via surveys, performance review cycles, leadership development, generation of action plans, and reporting.

3.2 Continuous delivery

Pro-Insight continuously develops the Service. New features, changes, and improvements are released to all Customers on a rolling basis. This means:

·      The Customer always uses the current version of the Service. There are no Customer-specific versions or branches.

·      Pro-Insight may add, modify, replace, or discontinue features at its own discretion, with or without prior notice.

·      Pro-Insight is not obligated to develop, retain, or support any particular feature, unless agreed otherwise in a signed official agreement document between the parties.

Pro-Insight's intention is not to remove or substantially reduce features that Customers rely on as a meaningful part of the Service. Where this nevertheless happens, Pro-Insight will work with affected Customers in good faith to find a reasonable way forward; the Customer also retains the right to terminate the Service in accordance with Section 12.

3.3 Service environment

The Service is delivered as Software-as-a-Service over the public Internet. The Customer is responsible for arranging its own end-user devices, network connectivity, and modern web browsers in current support.

4. Accounts, access and acceptable use

4.1 Authentication

The Service supports authentication via Microsoft (Microsoft 365 / Entra ID) and via password-based login. The Customer chooses which methods to enable for its Portal Users.

4.2 Customer responsibilities

Pro-Insight handles the creation and administration of Portal User accounts on the Customer's behalf, based on the Customer's instructions. Accordingly, the Customer is responsible for:

·      informing Pro-Insight in good time about Portal Users to be added, modified, or removed (in particular when an individual leaves the organization or no longer needs access), and for the accuracy of the information it provides for this purpose;

·      the actions and omissions of its Portal Users as if they were its own;

·      the secrecy and integrity of credentials, including not sharing accounts between persons;

·      ensuring that the data it enters into the Service, or generates within the Service (including via AI tools), is lawful, accurate, and — where applicable — obtained on a valid legal basis;

·      ensuring that it has the necessary rights, mandates, and (where required) legal bases under data-protection law to process the personal data it places into the Service, and — to the extent personal data is placed into the Service in any form (including, by way of example only, in the names of organizational units, in free-text fields, in uploaded files, or in survey content) — for any onward processing that such personal data may undergo as a result of the Service's normal operation, including transmission to sub-processors and AI Providers and the international transfers (including to providers outside the EU/EEA, such as in the United States) that this may entail. The Customer accepts that any feature of the Service the Customer or its Portal Users choose to use may, depending on the data the Customer has placed into the Service, cause such personal data to be processed in this way, and the Customer is responsible for assessing this risk before placing personal data into the Service or triggering such features.

4.3 Acceptable use

The Customer and its Portal Users may not:

·      use the Service in violation of applicable law;

·      attempt to circumvent technical access controls, probe for vulnerabilities without prior written agreement, or interfere with the Service's normal operation;

·      upload malware or content that infringes third-party rights;

·      use the Service to harass, defame, or unlawfully profile individuals;

·      use the Service or any data extracted from it to train, fine-tune, or benchmark AI/ML models for resale or competitive purposes.

Pro-Insight may suspend access without prior notice if continued use poses a security, legal, or operational risk.

5. Customer Data

5.1 Ownership

The Customer retains all rights to Customer Data. Pro-Insight processes Customer Data only to provide, secure, support, and improve the Service for the Customer, and as otherwise instructed by the Customer. The only exception is the Customer's grant in Section 5.3 covering anonymized and aggregated use of employee-survey responses.

5.2 Permission to use

The Customer grants Pro-Insight a non-exclusive, royalty-free, worldwide license to host, display, transmit, back up, and otherwise process Customer Data to the extent necessary to operate the Service and to exercise Pro-Insight's rights under these Terms.

This license is perpetual by default. It is time-limited only where a separately written and signed contract between the parties expressly states so, and only to the extent of that written term.

After termination of the Service for the Customer, Pro-Insight will, within ninety (90) days, pseudonymize the Portal User account data held in the Service (such as Portal Users' names, e-mail addresses, and login identifiers) so that the resulting records can no longer be attributed to a specific Portal User without additional information held separately under appropriate safeguards. This 90-day commitment applies only to Portal User account data; it does not extend to personal data the Customer may have placed elsewhere in the Service (for example in free-text fields, uploaded files, survey content, AI chat history, or organizational unit names), which remains under the perpetual license described above and the Customer's responsibility under Section 4.2.

5.3 Aggregated and anonymous data

The Customer grants Pro-Insight a perpetual, irrevocable, royalty-free, worldwide right to generate fully anonymized and aggregated data from employee-survey responses collected through the Service, and to use that anonymized and aggregated data for any lawful purpose, including service improvement, research, benchmarking, and the development of new products and features. This right survives termination of the Service.

Pro-Insight may also generate fully anonymized and aggregated statistics from operational data (e.g. usage volumes, performance metrics, error rates) and use them for service improvement, capacity planning, and benchmarking.

In all cases, anonymized and aggregated data under this Section 5.3 must not be capable of identifying the Customer or any individual. The right granted in this Section 5.3 does not extend to other categories of Customer Data (such as strategy plans, goals, AI chat history, or uploaded files), which Pro-Insight may use only as set out in Section 5.1.

5.4 Data protection

Customer Data typically contains personal data within the meaning of the EU General Data Protection Regulation (GDPR) and the Finnish Data Protection Act (tietosuojalaki). The Customer acts as the controller and Pro-Insight as the processor.

Where the parties have signed a separate Data Processing Agreement (DPA), that DPA governs the processing of personal data and forms part of the contract between the parties. Where no separate DPA is in place, this Section 5 — together with Sections 4 and 11 of these Terms — itself constitutes the data-processing arrangement between the parties for the purposes of Article 28 of the GDPR. In that case the parties agree the following:

·      Subject matter and purpose of processing: operating the Service for the Customer as described in Section 3.

·      Duration of processing: for the duration of the parties' relationship (as described in Section 12.2), plus the post-termination periods set out in Sections 5.2 and 5.6.

·      Nature of processing: hosting, storage, transmission, display, backup, generation of derived content (including via AI Providers when triggered by a Portal User — but limited in scope: see Section 7.4, under which the Customer's name and Portal Users' names are not transmitted to AI Providers; only Context names are, and those may contain personal data if the Customer has chosen to name organizational units after individuals), reporting, and the operations the Service exposes through its features.

·      Type of personal data: as the Customer chooses to place into the Service — typically Portal User account data (names, e-mail addresses, login identifiers) and any personal data the Customer enters into Customer Data fields or uploads. Survey responses are not directly mapped to individual Portal Users; they are aggregated to Contexts (organizational units), each of which normally contains several individuals. The Customer acknowledges, however, that where a Context contains only one individual at the time of the response (or only one individual matching the relevant respondent profile), survey content for that Context may in practice allow that individual to be identified by inference, and the Customer is responsible for managing this risk through its choice of Context structure and respondent population.

·      Categories of data subjects: Portal Users; the Customer's employees and other individuals about whom the Customer chooses to enter information into the Service.

·      Pro-Insight's obligations as processor: to process personal data only on the Customer's documented instructions (these Terms being such instructions, together with any additional written instructions the Customer gives); to ensure that personnel with access to personal data are bound by appropriate confidentiality obligations; to apply the security measures referred to in Section 8.3; to engage sub-processors only as set out in Section 5.5; to assist the Customer to a reasonable extent with data-subject requests and with its own GDPR obligations under Articles 32–36, taking into account the nature of the processing and the information available; and to handle return or deletion / pseudonymization of personal data on termination as set out in Sections 5.2 and 5.6.

·      Audit rights: Pro-Insight will, on the Customer's reasonable written request and not more than once per calendar year, provide information necessary to demonstrate compliance with this Section 5.4. On-site audits require a separately signed agreement.

·      International transfers: the Customer acknowledges that operating the Service involves transfers of personal data to sub-processors, which may be located outside the EU/EEA (including in the United States). Transfers to AI Providers in particular are narrower: no feature of the Service transmits Portal User account data directly to AI Providers, and AI Provider data flows are limited to what is described in Section 7.4. The Customer's Section 4.2 obligations cover the lawfulness of such transfers from the Customer's side.

A separately signed DPA, where one exists, prevails over this Section 5.4 to the extent of any conflict.

5.5 Sub-processors

Pro-Insight uses sub-processors to deliver the Service. These currently include, without limitation:

·      the Service's hosting and infrastructure provider;

·      Microsoft Corporation (authentication via Microsoft 365 / Entra ID);

·      Anthropic, PBC (generative-AI features, see Section 7);

·      Gamma Tech, Inc. (presentation generation, see Section 7);

·      the Service's outbound e-mail delivery provider.

Pro-Insight maintains an up-to-date list of sub-processors and provides it to Customers upon request as part of the DPA process.

5.6 Export, pseudonymization and retention

At any time while the Customer has access to the Service, Customers may export their data using the Service's built-in export features (Excel, PDF, CSV, PPTX, where applicable).

After termination of the Service for the Customer:

·      Portal User account data (such as Portal Users' names, e-mail addresses, and login identifiers) is pseudonymized within ninety (90) days as set out in Section 5.2, except to the extent retention is required by mandatory law (and then only for that purpose and that period).

·      Other Customer Data may be retained by Pro-Insight under the perpetual license in Section 5.2, including in anonymized and aggregated form under Section 5.3 to the extent that section permits.

Beyond the export functionality available while the Customer has access to the Service, Pro-Insight is not obliged to provide a separate post-termination data return, unless a separately written and signed contract between the parties states otherwise.

6. Beta Features

6.1 What "Beta" means

The Service contains features that Pro-Insight is actively developing and that are made available to Customers before being considered fully released. These features are clearly marked in the user interface as "Beta", "experimental", or with an equivalent label.

6.2 Specific risks of Beta Features

Beta Features are provided for evaluation and early-access use. Customers and Portal Users must be aware that, in particular:

·      Output may be incorrect. Calculations, AI-generated text, summaries, suggestions, and analyses produced by Beta Features may be wrong, incomplete, or misleading. They must not be relied upon as the sole basis for decisions affecting people, finances, or legal obligations.

·      Visibility may be imperfect. A Beta Feature may temporarily display data to Portal Users who would not normally have access to that data under the Customer's intended access model.

·      Behaviour and data structures may change without prior notice.

·      A Beta Feature may be withdrawn entirely.

6.3 No warranty for Beta Features

Beta Features are provided "as is", without any warranty of any kind. To the maximum extent permitted by Finnish law, Pro-Insight excludes all liability for any harm arising from the use of Beta Features, including any incorrect output and any unintended data exposure caused by their use. Section 11.2 (Limitation of liability) sets the overall liability cap that still applies regardless.

6.4 The Customer's choice

Beta Features form part of the Service and are present in the Customer's instance regardless of whether the Customer chooses to use them — the Customer cannot opt out of having them deployed (see Section 3.2 on continuous delivery). What is voluntary is the use of a Beta Feature: Portal Users may simply choose not to invoke it. By using a feature marked as Beta, the Customer accepts the risks described in this Section 6.

7. Artificial Intelligence features

7.1 What the AI features do

The Service offers features that use generative AI to assist leaders — for example, generating action-plan drafts, organizational assessments, and presentation materials based on data the Customer has placed in the Service.

7.2 AI Providers

AI processing is performed by third-party AI Providers. As of the effective date these are:

·      Anthropic (large-language-model features, e.g. action-plan generation, assessments, chat-style assistants).

·      Gamma (automatic generation of presentation materials).

Pro-Insight may add, replace, or remove AI Providers in line with the continuous-delivery principle in Section 3.2, with or without prior notice. The current list of AI Providers is available from Pro-Insight on request.

7.3 No model training on Customer Data

Pro-Insight has contractual commitments in place with its AI Providers under which Customer Data sent to them through the Service is not used to train, fine-tune, or otherwise improve those providers' general models. These commitments are the AI Providers' contractual undertakings to Pro-Insight; Pro-Insight relies on them in good faith but does not itself operate the AI Providers' infrastructure.

7.4 What is sent to AI Providers

Pro-Insight has designed the AI features so that:

·      No data is sent to an AI Provider unless a Portal User initiates the action. Some AI work runs asynchronously in the Service's background job system (for example, longer-running plan or presentation generation), but every such job is initiated by a Portal User interaction — the Service does not run any scheduled or automatic process that transmits Customer Data to AI Providers on its own initiative.

·      By default, Portal User personal information (names, e-mail addresses, user IDs) is not included in the prompts sent to AI Providers.

·      Context (organizational unit) names are included in prompts because the AI features are built around the Customer's organizational structure. If the Customer has chosen to name a Context after a natural person — for example, "Team Matti Meikäläinen" — that person's name will be transmitted to the AI Provider as part of the organizational structure. Customers who consider this undesirable should adopt a naming convention that does not include personal names.

·      The substance of strategy plans, goals, survey aggregates, and similar Customer Data that the Portal User has chosen to use as input to an AI feature is transmitted to the relevant AI Provider for the purpose of producing the requested output.

7.5 Nature of AI output

AI output is generated by statistical models. It can be plausible-sounding but factually wrong, biased, or inconsistent. AI output is a draft to be reviewed by a human, not a finished product, and never a substitute for professional judgement (legal, medical, financial, HR, or otherwise). The Customer is solely responsible for any decision it makes based on AI output.

7.6 No warranty for AI output

Pro-Insight does not warrant the accuracy, completeness, suitability, originality, or non-infringement of any AI-generated content. The Customer accepts that AI features are inherently probabilistic.

8. Service availability and support

8.1 Availability

Pro-Insight uses commercially reasonable efforts to keep the Service available, but does not guarantee uninterrupted, error-free, or uninterrupted operation. Maintenance, third-party outages (including those of sub-processors and AI Providers), and force majeure events may affect availability.

Specific availability commitments, if any, are set out in a separate written service agreement or service-level addendum. In the absence of such a written commitment, the Service is provided on a best-effort basis.

8.2 Support

The specifics of the support arrangement (scope, response targets, channels, hours, included volume) are always separately agreed between the parties. Such an agreement does not require a signed formal contract: an exchange of e-mails between the parties about the applicable support level is sufficient and forms part of the contract for the purposes of this Section 8.2. In the absence of any such agreement, support is provided on a best-effort basis at Pro-Insight's discretion.

Support typically covers functional questions, defect reports, and account-administration assistance. Unless separately agreed, support does not cover the Customer's own infrastructure, third-party services, or training of new Portal Users.

8.3 Security

Pro-Insight applies commercially reasonable technical and organizational security measures, including access controls and encrypted transport. The Customer acknowledges that no online service can be guaranteed to be free of security incidents and is responsible for its own user-side security, including device security, password hygiene, MFA where available, and the behaviour of its Portal Users (such as resistance to phishing and social engineering, not sharing screens or credentials, locking unattended sessions, and exercising appropriate care with the data they handle).

9. Fees

Fees, billing periods, and payment terms are set in a separate written agreement, order form, or price list. Unless otherwise agreed:

·      fees are quoted exclusive of value-added tax;

·      invoices are payable within 14 days net;

·      late payment accrues statutory penalty interest under the Finnish Interest Act (korkolaki).

Pro-Insight may suspend the Service if invoices remain unpaid after a reasonable written reminder.

10. Intellectual property

The Service, including its software, design, documentation, AI prompt configurations, and brand elements, is the property of Pro-Insight or its licensors. The Customer obtains a non-exclusive, non-transferable right to use the Service for the duration of the parties' relationship (as described in Section 12.2). No other rights are granted by implication.

The Customer may not reverse-engineer the Service except to the extent that mandatory law (e.g. interoperability under the Finnish Copyright Act, tekijänoikeuslaki) expressly permits, and only after first asking Pro-Insight for the relevant interface information.

The Customer has no right to audit Pro-Insight's source code, infrastructure, internal processes, or business records. The only exception is the limited information right in Section 5.4 for the purpose of demonstrating GDPR processor compliance, and any audit right that mandatory law grants and that cannot be excluded by contract.

Feedback that the Customer voluntarily provides about the Service may be used by Pro-Insight without restriction and without compensation.

11. Warranty disclaimer and limitation of liability

11.1 No warranties beyond those set out here

The Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by Finnish law, Pro-Insight disclaims all warranties not expressly given in these Terms or in a separately signed service agreement, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. In particular, Pro-Insight makes no warranty that:

·      the Service will meet the Customer's specific business goals;

·      the Service will be uninterrupted, secure, or error-free;

·      AI output will be accurate, complete, or fit for any particular use;

·      Beta Features will behave in any particular way.

11.2 Limitation of liability

To the maximum extent permitted by Finnish law:

·      Pro-Insight is not liable for indirect or consequential loss, including lost profits, lost revenue, lost business opportunities, lost or corrupted data (beyond the cost of restoring from the most recent backup), reputational harm (including reputational harm to the Customer, its Portal Users, and its employees), or third-party claims, even if Pro-Insight had been advised of the possibility.

·      Pro-Insight's total aggregate liability under or in connection with the Service in any contract year is capped at the fees actually paid by the Customer to Pro-Insight for the Service in the twelve (12) months preceding the event giving rise to the liability.

11.3 What cannot be excluded

Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded under Finnish law. In particular, Pro-Insight remains liable for damage caused by its gross negligence or wilful misconduct, and these Terms do not override mandatory provisions of the GDPR, the Finnish Data Protection Act, or other mandatory law.

For the avoidance of doubt, the risks expressly described in Section 6 as inherent to Beta Features (in particular incorrect output, imperfect visibility of data, behavioural or data-structure changes, and withdrawal of a Beta Feature) do not, by themselves, amount to gross negligence or wilful misconduct on Pro-Insight's part. The Customer has been put on clear notice of these characteristics and accepts them by using Beta Features. This does not affect Pro-Insight's mandatory liability under Finnish law for separate acts or omissions that do amount to gross negligence or wilful misconduct.

11.4 Customer indemnity

The Customer indemnifies Pro-Insight against third-party claims arising from (i) the Customer Data the Customer has placed into the Service, (ii) the Customer's or its Portal Users' breach of these Terms, and (iii) the Customer's use of the Service in violation of applicable law.

12. Term and termination

12.1 Term

The term of the parties' relationship and of any specific piece of work is set as described in Section 12.2.

12.2 Ending the engagement vs. ending the relationship

The Service is not a recurring-revenue subscription. Pro-Insight typically works with Customers on a project basis: each piece of work is offered for a fixed fee and a term that are separately agreed between the parties in writing (which may be in e-mail) before the Service is provided.

The end of an agreed piece of work does not, by itself, end the relationship between the parties or the Customer's access to the Service. Customers commonly remain on the platform between active pieces of work — for example, while waiting for the next annual measurement cycle. Pre-paid fees for completed work are not refundable except to the extent the parties separately agree, or as required by mandatory law.

The relationship itself ends only when one party gives the other written notice that they wish to end it, with a reasonable notice period (in any event no shorter than thirty (30) days unless the parties agree otherwise). Section 12.3 governs ending the relationship for cause, and Section 12.4 governs what happens when the relationship ends.

12.3 Termination for cause

Either party may terminate the contract with immediate effect on written notice if the other party materially breaches the contract and fails to cure the breach within thirty (30) days of written notice, or if the other party becomes insolvent or enters bankruptcy proceedings.

12.4 Effect of termination

On termination, the Customer's access to the Service ends. Section 5.6 governs post-termination data treatment (export, pseudonymization and retention). Sections that by their nature should survive termination (including 5, 7.3, 10, 11, 13, 14) survive.

13. Changes to these Terms

Pro-Insight may amend these Terms to reflect changes in the Service, in applicable law, or in business practice. Amendments take effect when the updated Terms are published, with or without prior notice. Pro-Insight may, but is not obliged to, draw Customers' attention to particular changes.

If a Customer does not accept an amendment, the Customer's remedy is to end the relationship under Section 12. Continued use of the Service after an amendment has taken effect constitutes acceptance of the amended Terms.

14. Governing law and disputes

These Terms are governed by the laws of Finland, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The parties shall first attempt to resolve any dispute amicably through direct negotiation. Failing that, disputes arising out of or in connection with these Terms shall be resolved by the District Court of Helsinki (Helsingin käräjäoikeus) as the court of first instance.

The parties may, by separate written agreement, instead refer specific disputes to arbitration under the Rules of the Finland Chamber of Commerce, seated in Helsinki, conducted in English or Finnish.

15. Miscellaneous

·      Notices. Formal notices are given in writing, by e-mail to the addresses each party has designated as its contact for notices.

·      Assignment. The Customer may not assign the contract without Pro-Insight's prior written consent. Pro-Insight may assign the contract as part of a corporate reorganization, merger, or sale of substantially all of the relevant business.

·      Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control, including outages of essential third-party services, denial-of-service attacks against infrastructure, governmental action, or industrial action.

·      Severability. If any provision is found unenforceable, the remainder of the Terms remains in full force and the unenforceable provision is to be replaced by an enforceable provision that comes closest to the original commercial intent.

·      Entire agreement. These Terms — alone where no other documents have been signed or exchanged, or together with any signed service agreement, order form, DPA, price list, or e-mail correspondence on commercial or support terms where such exists — form the entire agreement between the parties on the subject and supersede earlier oral or written communications.

·      Language. These Terms are published in English. If Pro-Insight publishes a Finnish translation, the English version prevails in the event of discrepancy unless the parties have separately agreed otherwise in writing.