PsypenTerms of Service
AMV Innovative Oy · Effective as of 22 September 2026
1. Scope and Formation of Agreement
1.1 These terms of service (hereinafter the “Terms”) govern the use of the software service known as Psypen, together with its associated desktop and other applications, application programming interfaces, web services, documentation and all updates and new versions thereof (hereinafter collectively the “Service”), provided by AMV Innovative Oy (Business ID 3543514-3, domiciled in Helsinki, Finland; hereinafter “AMV” or the “Provider”).
1.2 The User (as defined in Section 2 below) accepts the Terms as binding by registering for the Service, by accepting the Terms electronically or otherwise by using the Service. A person who registers, accepts the Terms or uses the Service in the name of, on behalf of or at the direction of a legal entity or other organisation thereby accepts the Terms as binding also upon that legal entity or organisation and represents and warrants his or her authority in accordance with Section 1.3; in the absence of such authority, Section 1.3 applies. A User who does not accept the Terms is not entitled to use the Service.
1.3 Personal Licence and Business Licence. The right of use granted under the Terms to a natural person (hereinafter the “Personal Licence”) entitles the User exclusively to Personal Use as defined in Section 6.1. Use of the Service on behalf of, for the benefit of, in the name of or at the direction of a legal entity or other organisation, including, but not limited to, the performance of tasks for an employer, principal, client, association or other organisation, is absolutely prohibited under the Personal Licence in all circumstances. Such use is permitted solely on the condition that the relevant legal entity or organisation has obtained from the Provider a separate licence intended for business use (hereinafter the “Business Licence”) and that the use takes place under the Business Licence as an Authorised User; the existence of a Business Licence does not entitle anyone to use a Personal Licence on behalf of a legal entity or organisation. A legal entity or organisation which has obtained a Business Licence is a “Business Customer” within the meaning of the Terms, and the person obtaining the Business Licence represents and warrants that he or she holds signatory rights or other authority to bind the Business Customer to the Terms. A person who obtains a Business Licence or otherwise acts in the name of a legal entity or organisation without authority shall, in accordance with section 25 of the Finnish Contracts Act (228/1929), be personally and fully liable for all direct and indirect damage thereby caused to the Provider or to the legal entity or organisation in whose name he or she has acted without authority, including the fees under the Business Licence, without the limitations of Section 14. The Provider shall have no obligation of compensation, refund or otherwise towards such legal entity, organisation or unauthorised person by reason of any such unauthorised transaction. The provisions of the Terms applicable to consumers and consumer protection legislation shall not apply to Business Customers or Authorised Users; instead, the Terms apply as such without any consumer-protective qualification and, in other respects, the general principles of contract law apply. References in the Terms to mandatory law mean, in respect of Business Customers, only law which is mandatory in relations between traders. Use of a Personal Licence on behalf of a legal entity or organisation constitutes a material breach of the Terms, and the Provider shall in such case, in addition to the measures under Section 12, be entitled to invoice the User and, by way of restitution of unjust enrichment, the legal entity or organisation which received the benefit, jointly and severally, the fee for a Business Licence under the price list in force from time to time for the entire period during which such use has occurred, and to close the user account with immediate effect without prior notice and without any refund of Subscription time already paid for.
1.4 The processing of personal data is governed by the separate privacy policy (hereinafter the “Privacy Policy”), which forms an integral part of the Terms.
2. Definitions
In the Terms, the following capitalised terms shall have the meanings set out below:
“User” means the natural person who uses the Service, whether under a Personal Licence or as an Authorised User of a Business Customer. To the extent the Terms provide for the rights and obligations of a Business Customer, references to the User include the Business Customer.
“Authorised User” means a natural person whom a Business Customer has, under a Business Licence, authorised to use the Service on behalf of the Business Customer. The acts and omissions of an Authorised User within the Service are attributed to the Business Customer, and the Business Customer is liable for them to the Provider as for its own. An Authorised User is personally bound by Sections 8, 9 and 12 of the Terms, without limiting the liability of the Business Customer.
“User Material” means all material entered into the Service by the User, read by the Service from the User’s device or retrieved from a Connected Service or any other source on the User’s instruction, or entered by means of the Service into a Connected Service or elsewhere, including, but not limited to, audio, speech, text, images, files and metadata.
“Derived Material” means all material generated, structured, condensed or otherwise produced by the Service from User Material or otherwise in the course of the operation of the Service, including, but not limited to, User-specific memory, the journal, summaries, classifications, embeddings, indices, profiles and other derived data structures.
“Output” means any result produced for the User by the AI Functionality or any other function of the Service, including, but not limited to, text, audio, speech, images, actions or other results in whatever form. The provisions of the Terms concerning Derived Material apply to Outputs irrespective of whether the Output has been generated from User Material.
“Content” means User Material and Derived Material, together or separately.
“Connected Service” means any service, system or interface separate from the Service, whether provided by the Provider, a group company of the Provider or a third party, which the User has authorised the Service to access or to which the Service has been connected, including, but not limited to, email, calendar, file storage, messaging and task management services.
“Supplier” means any subcontractor or other third party, or any separate service or system of the Provider or of a group company of the Provider, whose services or functions the Provider uses in the provision of the Service, including, but not limited to, providers of AI models, speech recognition, speech synthesis, cloud infrastructure and payment processing.
“Subscription” means the paid or free tier of the Service selected or purchased by, or otherwise binding upon, the User, together with the features and limitations attached to it from time to time.
“AI Functionality” means those functions of the Service which are based in whole or in part on language models, speech recognition, speech synthesis, machine learning, statistical or probabilistic methods or other artificial intelligence technology, irrespective of whether the technology in question is classified as an artificial intelligence system under applicable law.
“Force Majeure Event” means an impediment as defined in Section 17.1.
3. Description and Nature of the Service
3.1 The Service is an AI-assisted assistant service made available, including, but not limited to, as desktop, mobile, browser and other applications, interfaces and integrations, which, including, but not limited to, receives spoken, typed or otherwise given requests from the User, maintains User-specific memory and, on the User’s instruction, performs actions on the User’s device and within Connected Services. The functions, implementations and platforms of the Service are determined by the Provider from time to time.
3.2 The User acknowledges and accepts that Outputs are generated in whole or in part by means of AI Functionality, that AI Functionality is based on probabilistic operation and that Outputs may accordingly be inaccurate, incomplete, misleading or at variance with the User’s intention. The Provider gives no warranty whatsoever as to the accuracy, completeness, currency or fitness for purpose of any Output.
3.3 The Service informs the User that the User is interacting with AI Functionality to the extent applicable law so requires. The User shall not present Outputs to third parties as human-generated to the extent applicable law requires disclosure of the use of artificial intelligence.
3.4 The Service does not provide legal, medical, financial, tax or other professional advice, and Outputs shall not be used as a substitute for such advice. The User shall not use the Service, including, but not limited to, for any purpose in which an erroneous Output could cause personal injury or damage to property, for which applicable law requires professional qualification, or for the making of decisions concerning natural persons which produce legal effects or similarly significant effects.
3.5 Use at Own Risk. The User uses the Service, the Outputs and the actions performed by the Service in all respects at his or her own responsibility and risk. The User alone bears the risk of and responsibility for, including, but not limited to, the Content entered into the Service, the use made of Outputs, the consequences of actions performed by the Service on the User’s device and within Connected Services, the suitability and security of the User’s device, software and telecommunications connections, the backing up of the User’s data, and the suitability of the use of the Service for the User’s own purposes and its lawfulness. The Provider is under no obligation to monitor the User’s use of the Service or the Outputs and assumes no responsibility for them; this does not limit the Provider’s right of monitoring under Section 8.5. This Section does not limit the rights of a consumer under mandatory law. In respect of Business Customers and Authorised Users, this Section applies without limitation.
4. User Account
4.1 Use of the Service requires a user account. The User shall provide accurate and complete information upon registration and shall keep such information up to date.
4.2 The user account is personal. The User is responsible for maintaining the confidentiality of his or her credentials and for all activity occurring under the user account, whether or not performed or authorised by the User. The User shall notify the Provider without undue delay of any actual or suspected unauthorised use of the user account.
4.3 The Service is intended exclusively for adults. By registering, the User represents and warrants that he or she is at least eighteen (18) years of age and has full legal capacity. The Provider does not separately verify the User’s age. The provision of false age information constitutes a material breach of the Terms, and upon becoming aware that a User is a minor the Provider shall be entitled to close the user account and delete the associated data in accordance with Section 12.
4.4 A Business Customer is responsible for all of its Authorised Users and for ensuring that they are entitled to use the Service with the Business Customer’s data, devices and Connected Services and that they comply with the Terms. The Business Customer shall bring the Terms to the attention of its Authorised Users before they begin using the Service.
4.5 Organisation-Linked Accounts. Registration with an email address or domain owned by an employer or another organisation creates a presumption that the Service is used on behalf of that organisation, in which case Section 1.3 applies. Where the User registers with such an address, the Provider shall be entitled to link the user account to that organisation’s Business Customer account, in which case the organisation’s administrator may monitor and control the user account, including access to Content and Outputs, and the Provider shall be entitled to invoice the organisation for the use of the user account at the Business Licence price list in force from time to time. The Provider may notify the User of such linking but is under no obligation to do so.
4.6 Verification. The Provider shall be entitled at any time to request the User to verify his or her age or identity by a method approved by the Provider and to suspend use of the Service until verification has been completed.
4.7 Inactive Accounts. The Provider shall be entitled, at its discretion, to close a user account which has no paid Subscription and which has not been logged into, or on which no other User activity has occurred, for a period determined by the Provider from time to time of no less than six (6) months, and to delete the data associated with the account in accordance with the Privacy Policy. The Provider endeavours to notify the User in advance of such closure, but failure to give notice shall not give rise to any claim by the User.
5. Subscriptions, Payment and Withdrawal
5.1 Tiers. The Service is offered as a free tier (hereinafter the “Free Plan”) and as paid Subscriptions. The features, usage limits, prices and billing period of each tier are stated in the Service at the time the Subscription is entered into. The Provider reserves the right to modify the features and limitations of the Free Plan and to discontinue the Free Plan by notice within the Service. The Provider shall be entitled to modify the features, usage limits and functionality of paid Subscriptions in accordance with Sections 11.2 and 11.3 and prices in accordance with Section 5.7.
5.2 Condition of the Free Plan. The Free Plan is offered on the express condition that the User’s Content may be used for the training, evaluation and development of artificial intelligence models in the manner more particularly described in Section 3.11 of the Privacy Policy. A User who does not accept such use shall use a paid Subscription or refrain from using the Service.
5.3 Prices and Taxes. Prices stated to consumers are inclusive of value added tax at the rate in force from time to time. Prices stated to Business Customers are exclusive of value added tax, which shall be added at the applicable rate.
5.4 Trial Period. A paid Subscription may commence with a free trial period of fourteen (14) days (hereinafter the “Trial Period”). Commencement of the Trial Period requires the User to attach a valid payment instrument to the Subscription. The contract for the paid Subscription is concluded at the moment the Trial Period commences. No fees are charged during the Trial Period. Unless the User terminates the Subscription before the end of the Trial Period, the Subscription continues as a paid Subscription upon expiry of the Trial Period and the fee for the first billing period is charged on the date the Trial Period ends. The Trial Period is intended for evaluation of the Service, and use during the Trial Period is permitted solely for the User’s personal, non-commercial purposes. A Trial Period is granted to each User once only and does not reset upon a change of Subscription tier or re-subscription. The Provider reserves the right to decline to grant a Trial Period, to restrict its scope or to discontinue offering it.
5.4a Automatic Renewal. A paid Subscription is valid for the selected billing period and renews automatically for successive billing periods at the price list then in force until the User or the Business Customer terminates the Subscription in accordance with Section 5.8.
5.5 Payment. Payments are charged through the Provider’s payment processor to the payment instrument designated by the User at the beginning of each billing period. The User authorises the Provider and the payment processor to charge the fees for the Subscription on a recurring basis. Where a charge fails, the Provider shall be entitled to restrict or suspend use of the Service until the outstanding amount has been paid in full, and to charge interest on late payment in accordance with the Finnish Interest Act (633/1982) together with collection costs. The Provider shall be entitled to refer any overdue receivable to a collection agency or to assign it to a third party, in which case the User shall also be liable for the resulting collection costs to the extent permitted by the Finnish Debt Collection Act (513/1999) and, in respect of Business Customers, in full. Business Customers may be invoiced as separately agreed on fourteen (14) days’ payment terms.
5.6 Usage Limits. A Subscription may be subject to usage-based limits, including, but not limited to, the duration of speech recognition and the volume of AI Functionality usage. Usage limits may be set at the Provider’s discretion on an hourly, daily, weekly, monthly or billing-period basis or by reference to any other period or criterion, and may be function-specific. Once a limit has been reached, the relevant functionality shall be available to the User only upon expiry of the relevant limit period or upon purchase of additional capacity. The Provider shall be entitled to modify usage limits in accordance with Section 11.2.
5.7 Price Changes. The Provider shall be entitled to change its prices by giving the User or the Business Customer no less than thirty (30) days’ notice prior to the change taking effect. A change takes effect from the beginning of the first billing period commencing after expiry of the notice period. Where the User does not accept the change, the User shall be entitled to terminate the Subscription with effect prior to the change taking effect; the right of termination must be exercised before the change takes effect, and a termination made after the change has taken effect shall not entitle the User to any refund of the changed price.
5.8 Termination by the User. The User may terminate the Subscription at any time through the account management function of the Service. To avoid being charged for the next billing period, the User must terminate the Subscription no later than twenty-four (24) hours before the end of the current billing period. A terminated Subscription ends at the end of the current billing period, and the User is entitled to use the Service until the end of that billing period. Fees already paid are non-refundable save as required by mandatory law or provided in Sections 5.9 to 5.10.
5.9 Statutory Consumer Right of Withdrawal. A consumer has the right under Chapter 6 of the Finnish Consumer Protection Act (38/1978) to withdraw from a distance contract within fourteen (14) days of its conclusion. The following applies to the right of withdrawal:
(a) Subscription commenced with a Trial Period. The contract is concluded at the moment the Trial Period commences, and the fourteen (14) day withdrawal period runs from that moment, expiring simultaneously with the Trial Period. Withdrawal or termination during the Trial Period ends the Subscription without any payment obligation. Upon expiry of the withdrawal period the statutory right of withdrawal no longer exists, and fees charged after the Trial Period are non-refundable.
(b) Subscription entered into without a Trial Period. The Service is a digital service the performance of which begins immediately upon the Subscription being entered into. When entering into the Subscription, the User is requested to make an express request within the meaning of section 15 of Chapter 6 of the Consumer Protection Act that performance of the Service begin during the withdrawal period. Where the User withdraws from the contract during the withdrawal period, the User shall, in accordance with section 19 of Chapter 6 of the Consumer Protection Act, pay a reasonable proportion of the price corresponding to the service performed up to the time of the notice of withdrawal, and the Provider shall refund the balance.
(c) Procedure. Notice of withdrawal shall be given through the withdrawal function of the account management of the Service, by email to solutions@amvinnovative.com or by means of the standard withdrawal form under the Consumer Protection Act. Refunds are made within fourteen (14) days of receipt of the notice of withdrawal using the same means of payment as used by the User, unless otherwise agreed with the User.
5.10 Contractual Refund. In respect of a paid Subscription entered into without a Trial Period, the Provider grants the User, independently of the statutory right of withdrawal, the right to terminate the Subscription at any time such that the fee for the current billing period is refunded less an amount corresponding to the costs arising from use. The deduction shall be the greater of (i) an amount corresponding to the elapsed portion of the billing period on a time basis; or (ii) an amount corresponding to the usage-based capacity consumed by the User during the billing period (including the duration of speech recognition and the volume of AI Functionality usage), calculated at the Provider’s price list in force from time to time. This Section does not apply to a Subscription commenced with a Trial Period, to renewed billing periods or to a user account closed under Section 12.
6. Licence and Intellectual Property Rights
6.1 The Provider grants to the User, for the term of the Subscription, a personal, non-exclusive, non-transferable, non-sublicensable and revocable right to use the Service in accordance with the Terms and solely for the purposes permitted by the Terms. The Personal Licence entitles the User exclusively to “Personal Use”, meaning the User’s use of the Service as a natural person for his or her own private purposes, not on behalf of, for the benefit of or in the name of any legal entity or organisation and not as part of the User’s duties under an employment, office or assignment relationship. The Business Licence entitles the Authorised Users of the Business Customer to use the Service on behalf of the Business Customer in accordance with the terms of the Business Licence.
6.2 All copyright, trademark rights, patents, trade secrets and other intellectual property rights in and to the Service, its software, source code, algorithms, models, user interfaces, documentation, trademarks, trade names, Derived Material, Outputs and other material vest exclusively in the Provider or its licensors. Nothing in the Terms transfers any intellectual property rights to the User, and all rights not expressly granted in the Terms are reserved.
6.3 Any feedback, suggestions for improvement, rating of an Output (for example thumbs up or thumbs down) or other information concerning the Service provided by the User to the Provider (hereinafter “Feedback”) may be freely exploited by the Provider without compensation and without temporal, territorial or other limitation, and the Provider shall have no confidentiality or other obligations in respect of Feedback. Where the User rates an Output, the Provider shall be entitled to store the entire related conversation as part of the Feedback and to use it for the training and development of artificial intelligence models on all tiers, including paid Subscriptions. The User is under no obligation to provide Feedback.
7. Content and Output
7.1 Rights in User Material. The User retains his or her rights in the User Material. The User grants to the Provider and its Suppliers a worldwide, non-exclusive, royalty-free, irrevocable and sublicensable right to process, store, copy, modify, translate, structure, combine, transmit, generate Derived Material from and otherwise use the User Material (i) for the purpose of providing, maintaining, securing and developing the Service and developing other products and services of the Provider; (ii) on the Free Plan, additionally for the training, evaluation and development of artificial intelligence models in accordance with Section 3.11 of the Privacy Policy; and (iii) on all tiers, for the purposes of security and abuse monitoring in accordance with Section 3.12 of the Privacy Policy. On a paid Subscription the Provider shall not use the Content for the training of artificial intelligence models otherwise than as provided in item (iii) above or where the User has provided Feedback under Section 6.3. Suppliers process Content in accordance with their own contractual terms.
7.2 User Warranty. The User represents, warrants and is responsible for ensuring that the User holds all rights, permissions and consents necessary for the processing of the User Material within the Service and the generation of Derived Material therefrom, including, but not limited to, the right to process personal data of third parties and confidential material contained in the User Material, and that neither the User Material nor its processing within the Service infringes the rights of any third party or applicable law.
7.3 Rights in Derived Material and Outputs. Derived Material and Outputs are produced by the Provider. All copyright, the rights of the maker of a database or catalogue under section 49 of the Finnish Copyright Act (404/1961), trade secrets and other intellectual property and economic rights in Derived Material and Outputs vest, to the extent such rights arise, exclusively in the Provider, and the User has no ownership, copyright, economic or other right in them other than under the right of use expressly granted in this Section. The Provider grants to the User (i) for the term of the Subscription, a non-exclusive, non-transferable and revocable right to use the User-specific memory and journal within the Service in the manner intended by the Service; and (ii) a non-exclusive, non-transferable and royalty-free right to use the Outputs produced for the User for the User’s own purposes within the limits permitted by the Terms, under a Personal Licence exclusively for Personal Use. The right of use in Outputs does not include any use contrary to Section 8.6 or the right to present Outputs as the User’s own work to the extent the law requires disclosure of the use of artificial intelligence. The User acknowledges that, owing to the nature of AI Functionality, similar or identical Outputs may be produced for other users, that no warranty is given as to the legal protection of Outputs and that the User is responsible for reviewing Outputs before relying upon them. The User’s rights under the GDPR in respect of personal data contained in Derived Material are governed by the Privacy Policy notwithstanding this Section; the exercise of the right to erasure or the deletion of the user account results in the deletion or de-identification of personal data from the Derived Material, and the Derived Material cleansed of personal data remains with the Provider in accordance with Section 9.3 of the Privacy Policy.
7.4 Data Export and Switching. During the term of the Subscription the User is entitled to export his or her memory, journal and conversations in a commonly used machine-readable format. Export provides the User with a copy, the use of which is governed by the right of use in Section 7.3; export does not transfer to the User any ownership or other rights in Derived Material. Where the User notifies the Provider of an intention to switch to another service, the User shall have a transition period of up to thirty (30) days, which the Provider shall extend upon the User’s reasoned request, and the data shall remain exportable for thirty (30) days following the end of the transition period. The Provider shall be entitled to charge a fee for switching to the extent permitted by applicable law. Following deletion of the user account, data is deleted in accordance with the Privacy Policy.
8. Restrictions on Use
8.1 The User undertakes, including, but not limited to, not to (i) use the Service for any unlawful purpose, for any purpose contrary to good practice or in a manner infringing the rights of any third party; (i a) enter into the Service, cause the Service to read from his or her device or cause the Service to retrieve from a Connected Service, the internet or any other source any User Material or other material for the processing of which within the Service the User does not hold all necessary rights, permissions and consents, including, but not limited to, personal data of third parties, confidential information, trade secrets, copyright-protected material or material subject to a duty of confidentiality; (ii) record, process or transcribe by means of the Service the speech, communications or data of third parties without the entitlement, notice or consent required under applicable law; (iii) use the Service for the production or dissemination of spam, harassment, misleading content, malware or other harmful material; (iv) circumvent usage limits, share the user account or use the Service in an automated manner without the Provider’s written consent; (iv a) use a Personal Licence for anything other than Personal Use in accordance with Sections 1.3 and 6.1; (v) disassemble, reverse engineer, decompile or otherwise attempt to derive the source code, models or operating logic of the Service save to the extent expressly permitted by mandatory law; (vi) use the Service or Outputs for the development of a competing product or service or for the training of artificial intelligence models, as further provided in Section 8.6; (vii) attempt to gain unauthorised access to the systems of the Service, the data of other users or the services of Suppliers; or (viii) use the Service in breach of the terms of any Connected Service.
8.2 The use of Connected Services through the Service is subject to the terms of such services, for compliance with which the User is solely responsible. The Provider assumes no responsibility for the availability, operation, modification or terms of any Connected Service.
8.3 Prohibited Content and Use. In addition to Section 8.1, the User shall not submit to the Service, generate with the Service, store in the Service or use the Service in connection with any content or activity which, including, but not limited to, (i) depicts, promotes or facilitates the sexual abuse or sexualisation of children in any form; (ii) promotes, plans, finances, glorifies or incites terrorism, violent extremism, mass casualty harm or violence against persons or property; (iii) relates to the development, production, acquisition or use of chemical, biological, radiological or nuclear weapons, explosives, firearms or other dangerous weapons or their components; (iv) constitutes incitement against a population group, discrimination or persecution within the meaning of the Finnish Criminal Code, or harassment, threats, extortion or defamation; (v) is fraudulent, deceptive or impersonates another person, organisation or public authority, including scams, phishing, payment fraud, fake reviews and misleading advertising; (vi) violates the privacy of another, including the unauthorised collection, aggregation or publication of personal data (doxxing), covert surveillance, interception, tracking, spying and biometric identification without lawful basis; (vii) generates or distributes synthetic or manipulated image, audio or video material depicting a person without that person’s consent, or sexual content depicting a real person without that person’s consent; (viii) relates to the marketing, acquisition or trade of illegal goods or services, including narcotics, illegal pharmaceuticals, stolen property and illegal gambling; (ix) seeks to influence elections or democratic processes by deception, including disinformation and voter suppression; (x) infringes copyright, trademark, trade secret or other intellectual property rights; (xi) relates to unauthorised intrusion into information systems, the development or use of malware, exploits or denial-of-service attacks, or the circumvention of security measures; (xii) seeks to circumvent, disable or manipulate the safety, content or usage restrictions of the Service or its Suppliers; (xiii) uses the Service in safety-critical systems in which an error of the Service could lead to death, personal injury or serious environmental or property damage, including weapons, critical infrastructure, control of vehicles and medical devices; or (xiv) is otherwise contrary to applicable law or which the Provider, in its discretion, considers harmful to the Service, its users, Suppliers or third parties.
8.4 Supplier Usage Policies. The User undertakes to comply, in using the Service, with the usage policies and restrictions of the Service’s Suppliers in force from time to time to the extent they apply to use through the Service; the Provider publishes links to the applicable policies in the subprocessor list referred to in Section 5.1 of the Privacy Policy or in the Supplemental Terms. The User acknowledges that a breach of a Supplier’s policy may result in the Service or a part thereof becoming unavailable to all users, and shall be liable to the Provider for the resulting damage in accordance with Section 14.4.
8.5 Monitoring and Blocking. The Provider shall be entitled, but not obliged, to monitor use of the Service by automated and manual means in accordance with Section 3.12 of the Privacy Policy, to filter, block or remove content or actions contrary to Sections 8.1 to 8.4 and 8.6, to refuse to perform a request and to take measures under Section 12. The Provider’s failure to block particular content or an action shall not constitute approval thereof.
8.6 Absolute Prohibition on Use as Training Data. The use, collection, storage, copying, parsing or disclosure of the Service, the Outputs, the actions performed by the Service, the user interface of the Service, prompts, response structures, model behaviour and any material obtained or derived from the Service for the training, fine-tuning, distillation, evaluation, benchmarking, generation of synthetic data or other development of any artificial intelligence or machine-learning model, algorithm, classifier or comparable system is absolutely prohibited, whether on the User’s own behalf or on behalf of a third party, whether automated or manual, whether direct or indirect, and whether commercial or non-commercial. The prohibition applies to all tiers and survives the expiry or termination of the Terms. Breach of the prohibition constitutes a material breach of the Terms entitling the Provider to close the user account with immediate effect under Section 12 and to seek injunctive relief under Section 12.4b. The User, any Authorised User and the Business Customer shall each be liable for all direct and indirect damage caused to the Provider by a breach of the prohibition, without the limitations of Section 14. In addition, the party in breach shall pay the Provider liquidated damages of twenty-five thousand (25,000.00) euros per breach; for a breach by an Authorised User, the Business Customer and the Authorised User shall be jointly and severally liable. Where the damage exceeds the amount of the liquidated damages, compensation may be claimed for the excess. In respect of consumers, the liquidated damages apply to the extent permitted by mandatory law, which does not limit the consumer’s liability in damages.
9. Actions on Behalf of the User
9.1 The Service performs actions on the User’s instruction on the User’s device and within Connected Services, including, but not limited to, the drafting and sending of messages, the editing of documents, the creation of calendar entries and the entry of text. All such actions shall be deemed to have been performed by the User personally, and the User shall be fully responsible for them and their consequences vis-à-vis the Provider and third parties.
9.2 The User acknowledges that an action may be erroneous, incomplete, unforeseen or at variance with the User’s intention. The User is responsible for the instructions given, for the permissions granted to the Service, for the connection of Connected Services and for the review of Outputs and actions.
9.3 The Service may request the User’s confirmation prior to certain actions. The Provider does not warrant that confirmation will be requested in all situations or for all irreversible actions, and the confirmation practice may change at the Provider’s discretion. The User shall be solely responsible for all actions performed by the Service on the User’s instruction or in a manner permitted by the User, irrespective of whether confirmation was requested, whether the User has disabled confirmations or whether the User has permitted actions to be performed automatically.
10. Beta Features
The Provider may make available to the User features designated as beta, experimental or preview features or otherwise as incomplete (hereinafter “Beta Features”). Beta Features are provided as is, without warranty of any kind, and the Provider shall be entitled to modify, restrict or withdraw them at any time without prior notice. The notice periods in Section 11.3 shall not apply to Beta Features.
11. Availability and Modification of the Service
11.1 Availability. The Service is provided as is and as available. The Provider endeavours to keep the Service available but does not warrant that the Service will operate without interruption, error or delay. Use of the Service may be interrupted or prevented by reason of, including, but not limited to, maintenance, update and development measures, telecommunications disruptions, disruptions affecting Suppliers or Connected Services, or a Force Majeure Event.
11.1a Outages. The Provider shall not be liable for any outage of a continuous duration not exceeding seventy-two (72) hours (hereinafter a “Permitted Outage”), and a Permitted Outage shall not constitute a defect in the Service or entitle the User to any price reduction, damages or other remedy. In calculating the duration of an outage, no account shall be taken of scheduled maintenance notified in advance, outages attributable to the User’s device, software or telecommunications connection, disruptions affecting Connected Services, disruptions affecting the services of Suppliers or other subcontractors, or outages caused by a Force Majeure Event.
11.1b Prolonged Outage. Where an outage exceeds the duration of a Permitted Outage, the User shall be entitled to terminate a paid Subscription without notice by notifying the Provider while the outage continues. Termination shall be the User’s sole and exclusive remedy in respect of any outage. To the fullest extent permitted by mandatory law, the Provider shall have no obligation to pay the User any damages, price reduction, credit or other compensation by reason of an outage, nor to refund any fees already paid. A consumer retains the mandatory rights under Chapter 5a of the Consumer Protection Act to the extent they exceed the provisions of this Section. In respect of the Free Plan or a Trial Period, the User shall have no claim whatsoever against the Provider by reason of an outage.
11.1c Service Level. A service level may be separately agreed in writing with a Business Customer, in which case the provisions of the service level agreement shall prevail over Sections 11.1a and 11.1b to the extent of any conflict.
11.2 The Provider develops the Service continuously and reserves the right at any time to add, modify, restrict or remove features, Suppliers, Connected Services and technical implementations of the Service.
11.3 Where the Provider removes from a paid Subscription a feature which is material to that Subscription, the Provider shall notify the User in advance, and the User shall be entitled to terminate the Subscription and receive a refund in respect of the remaining billing period.
11.4 The Provider shall be entitled to discontinue the Service in its entirety by giving no less than thirty (30) days’ notice. In urgent situations, including for reasons relating to security, law or the conduct of a Supplier, where advance notice is not reasonably feasible, the Provider may modify, suspend or discontinue the Service or any part thereof without prior notice. In such case the Provider shall refund fees corresponding to the unused portion of any paid Subscription and, to the extent it is able, afford the User the opportunity to export his or her data in accordance with Section 7.4; such refund is the User’s sole and exclusive remedy in respect of the discontinuation of the Service.
12. Breach, Suspension and Closure of Account
12.1 The Provider shall be entitled to restrict, suspend or terminate the User’s right to use the Service and to close the user account with immediate effect, including, but not limited to, where (i) the User is in material breach of the Terms; (ii) an outstanding payment has not been made notwithstanding a reminder; (iii) the User’s conduct endangers the security, rights or reputation of the Service, the Provider, other users or third parties; or (iv) applicable law or an order of a court or competent authority so requires.
12.1a Abnormal Use. The Provider shall be entitled, at its sole discretion, to deem use of the Service abnormal or deviant, including, but not limited to, where the volume, frequency, load, cost, timing, content or other pattern of use deviates materially from the ordinary and intended use of the Service, indicates automated, shared or systematic use or the circumvention of the limitations of the Subscription or of a Supplier, or causes unreasonable load, cost or risk to the Service, the Provider or its Suppliers (hereinafter “Abnormal Use”). By reason of Abnormal Use the Provider shall be entitled, immediately and without prior notice, to restrict, throttle or suspend use of the Service or to close the user account, and to claim from the User compensation for all costs and damage caused to the Provider by the Abnormal Use, including, but not limited to, usage-based fees charged to the Provider by Suppliers, additional infrastructure costs and the costs of investigation and mitigation. No credit shall be given for the period of suspension. The Provider is not required to demonstrate that the Abnormal Use was in breach of any other provision of the Terms.
12.2 The Provider shall notify the User of the grounds for the measure and afford the User a reasonable opportunity to remedy the breach, save in cases of serious abuse or where notification would jeopardise the purpose of the measure.
12.3 Where the user account is closed by reason of breach of the Terms, no fees already paid shall be refunded in any part, and the Provider shall have no obligation to make any credit or compensation to the User.
12.4 The User is entitled to delete his or her user account at any time. The Provider shall afford the User a reasonable period for the export of data following closure of the user account, save where closure is by reason of serious abuse. Upon expiry or termination of the Terms, a Subscription or the User’s access to the Service, the Provider shall be entitled at its discretion to delete the Content and other data associated with the user account in accordance with the Privacy Policy.
12.4a Reports to Authorities. The Provider shall be entitled to comply with requests and orders of public authorities, courts and law enforcement, and, at its sole discretion, to report information concerning the User, including Content, Outputs and actions performed by the Service, to law enforcement where the Provider believes in good faith that doing so is necessary to comply with law, to prevent serious harm, to detect or prevent unlawful activity, or to protect the rights, property or safety of the Provider, its users or third parties.
12.4b Injunctive Relief. The User acknowledges that a breach of Section 8 would cause the Provider harm for which monetary damages would not be an adequate remedy, and that the Provider shall, in the event of a breach or threatened breach, be entitled to seek injunctive or other interim relief without the posting of security, in addition to any other remedies available to it.
12.5 Sections 6, 7.1, 7.3, 8.6, 13, 14, 16 and 17, together with any other provisions which by their nature are intended to apply after termination, shall survive the expiry or termination of the Terms.
13. Disclaimer of Warranties
To the fullest extent permitted by mandatory law, the Provider disclaims all express, implied and statutory warranties and conditions, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy of Outputs and uninterrupted or error-free operation of the Service. Consumers have the mandatory rights conferred by the Consumer Protection Act, which the Terms do not limit.
14. Limitation of Liability
14.0 Provider Parties. In this Section 14 and in Section 13, “Provider” includes, in addition to the Provider, its group companies, Suppliers and licensors, and the owners, directors, officers, employees, agents, successors and assigns of each of them (hereinafter collectively the “Provider Parties”). Suppliers and licensors are intended third-party beneficiaries of Sections 13 and 14 and are entitled to rely on those Sections directly.
14.1 The Provider is liable for damage caused intentionally or by gross negligence and for such matters for which the Provider is liable under mandatory law, including the provisions of the Consumer Protection Act concerning defects and damages.
14.2 Exclusion of Liability. In all other respects, and to the fullest extent permitted by mandatory law, the Provider Parties shall not be liable to the User or to any third party for any direct, indirect, incidental, special, consequential or other damage arising out of or in any way related to the use of, or inability to use, the Service, the Outputs or the actions performed by the Service, regardless of the basis of liability and whether or not the possibility of such damage has been advised.
14.2a Subsidiary Limitation. Should the exclusion of liability in Section 14.2 be inapplicable in any situation by reason of mandatory law or a court decision, the aggregate liability of the Provider Parties for any claims arising out of or in connection with the Terms or the Service, regardless of the basis of liability, shall be limited to direct damage and shall not exceed the greater of (i) the aggregate amount of fees actually paid by the User for the Service during the six (6) months preceding the event giving rise to the claim; or (ii) one hundred (100) euros.
14.3 Without limiting Section 14.2, the Provider shall in no event be liable for any indirect or consequential damage, including, but not limited to, loss of profit or revenue, business interruption, loss of or damage to data, loss of goodwill and compensation paid to third parties, nor for any damage arising from (i) the inaccuracy, error or unintended nature of any Output or action performed by the Service; (ii) the instructions given, permissions granted or confirmations disabled by the User; (iii) the operation, disruption or terms of Connected Services, Suppliers or other third parties; (iv) deficiencies in the User’s device, software or telecommunications connection; or (v) a Force Majeure Event.
14.4 Indemnification. To the fullest extent permitted by mandatory law, the User shall defend, indemnify and hold harmless the Provider Parties from and against all claims, liabilities, direct and indirect damages, costs and expenses, including legal fees and costs of proceedings, arising out of or relating to (i) the User’s breach or alleged breach of the Terms; (ii) the User’s use or alleged use of the Service; (iii) the Content; (iv) actions performed by the Service on the User’s instruction; (v) the User’s Feedback; (vi) any products or services the User develops or offers using the Service; (vii) the User’s violation of applicable law or of the rights of any third party; or (viii) any fraud, intentional misconduct, gross negligence or criminal act committed by the User or the User’s employees or agents. The Provider shall be entitled to assume the exclusive defence and control of any matter subject to indemnification at the User’s expense, in which case the User shall cooperate in the defence and reimburse the Provider for the costs of the defence. In respect of Business Customers, this Section applies without the qualification relating to mandatory law.
14.5 Essential Nature of Limitations. The User acknowledges that the limitations in Sections 13 and 14 are an essential basis of the Terms and that the Provider would not offer the Service at the prices set out in the Terms without such limitations.
15. Amendment of the Terms
15.1 The Provider shall be entitled to amend the Terms. Material amendments shall be notified to the User within the Service or by email no less than thirty (30) days prior to the amendment taking effect. Where the User does not accept an amendment, the User shall be entitled to terminate the Subscription with effect prior to the amendment taking effect. Continued use of the Service after an amendment has taken effect shall constitute acceptance of the amendment.
15.2 Amendments which are solely to the User’s benefit, which are technical or minor in nature, or which result from a change in law, an order of a competent authority or a change in the terms of a Supplier may take effect immediately without prior notice.
16. Governing Law and Dispute Resolution
16.1 The Terms and the use of the Service are governed by the laws of Finland, excluding its conflict-of-laws rules. The choice of law shall not deprive a consumer residing in another state of the protection afforded by those provisions of the law of his or her state of residence which cannot be derogated from by agreement, to the extent required by Article 6 of Regulation (EC) No 593/2008 of the European Parliament and of the Council (Rome I).
16.2 The parties shall endeavour to resolve any dispute arising out of the Terms or the Service primarily by negotiation. A consumer is entitled to refer a dispute to the Finnish Consumer Disputes Board (www.kuluttajariita.fi); prior to referring a matter to the Consumer Disputes Board, the consumer should contact the Consumer Advisory Services (www.kkv.fi/en/consumer-advice). A consumer is further entitled to bring an action before the district court of his or her domicile or habitual residence.
16.3 Any dispute concerning a Business Customer which cannot be resolved by negotiation shall be resolved in the first instance by the district court of the Provider’s domicile.
17. Miscellaneous
17.1 Force Majeure. The Provider shall be relieved of its obligations and of liability for any delay or damage where performance of an obligation is prevented, materially hindered or rendered unreasonably onerous by an impediment beyond the Provider’s control which it could not reasonably have been expected to take into account at the time of contracting and the consequences of which it could not reasonably have avoided or overcome (hereinafter a “Force Majeure Event”). A Force Majeure Event includes, including, but not limited to, the interruption, discontinuation, material change in pricing or terms, or decommissioning of an AI model by a Supplier; disruption of telecommunications, electricity or cloud infrastructure; cyberattack; acts of public authorities, courts or legislatures, including export restrictions and sanctions; strike, lockout or other industrial action; war, terrorism, riot, epidemic, fire, flood or other natural disaster; and any corresponding impediment affecting a subcontractor of the Provider. The Provider shall, to the extent it is able, notify the User of a Force Majeure Event within the Service or by other appropriate means. During a Force Majeure Event the Provider shall be entitled, without compensation, to suspend or restrict the Service to the extent it deems necessary or to suspend the provision of the Service in its entirety for a fixed period or until further notice. Where a Force Majeure Event continues for more than sixty (60) consecutive days, either party shall be entitled to terminate the Subscription with immediate effect; in such case a consumer shall be refunded fees to the extent the Service has not been delivered up to termination, and the parties shall have no further claims against each other by reason of the Force Majeure Event. A Force Majeure Event shall not relieve the User of the obligation to pay for Service already delivered.
17.1a Limitation of Claims (Business Customers). A Business Customer shall submit any claim arising out of the Terms or the Service to the Provider in writing within twelve (12) months of the claim having arisen, failing which the right to bring the claim shall be forfeited.
17.1b Reference Use. The Provider shall be entitled to use the name and logo of a Business Customer as a reference in its marketing unless the Business Customer objects in writing.
17.1c Export Controls and Sanctions. The User represents and warrants that the User is not the subject of any sanctions imposed by the European Union, the United Nations, the United States or the United Kingdom and is not located in a territory subject to such sanctions, and undertakes to comply with export control and sanctions legislation applicable to the use of the Service and the technology contained therein. The Provider shall be entitled to suspend the Service with immediate effect where provision of the Service to the User would contravene such legislation.
17.1d Notices. All notices under the Terms shall be made in writing. The Provider may deliver notices to the User within the Service (including, but not limited to, as an in-application notification, in the account management interface or by publication on the Service’s website), to the email address provided by the User or by other electronic means. A notice from the Provider shall be deemed received when dispatched or published in the Service. Notices from the User to the Provider shall be delivered by email or by registered letter to the address stated in Section 18 or to such other address as the Provider may notify. A notice from the User delivered by email shall be deemed received on the business day following its dispatch, and a notice delivered by registered letter on the seventh (7th) day following its posting, unless it is shown to have been received later. The User is responsible for keeping his or her contact details up to date. The User agrees that all communications relating to the Terms, including the conclusion, amendment and termination of the agreement, may be conducted electronically.
17.1e Open Source Components. The Service may contain open source components which are governed by their own licence terms to the extent such terms conflict with the Terms. The Provider is under no obligation to disclose the source code of the Service or a list of components save to the extent mandatorily required by the relevant licence terms.
17.2 Assignment. The User shall not assign any of its rights or obligations under the Terms to any third party without the Provider’s prior written consent. The Provider shall be entitled to assign its rights and obligations under the Terms in whole or in part to a group company or in connection with a transfer of its business or any part thereof, a merger, demerger or other corporate transaction, by notice to the User. The User’s express prior consent shall be obtained for the transfer of Google user data in any such connection.
17.3 Severability. Should any provision of the Terms be held invalid, unlawful or unenforceable by a final decision of a competent court or authority, the validity of the remaining provisions shall not be affected, and the invalid provision shall be replaced by a valid provision which most closely reflects the purpose of the original provision.
17.4 No Waiver. The Provider’s failure to enforce any right under the Terms shall not constitute a waiver of that or any other right.
17.4a Headings. The headings in the Terms are for convenience of reference only and shall not affect the interpretation of the Terms.
17.5 Entire Agreement and Supplemental Terms. The Terms, together with the Privacy Policy, the terms stated in connection with the Subscription and any guidelines, rules and supplemental terms published in the Service from time to time (hereinafter “Supplemental Terms”), constitute the entire agreement between the parties concerning the use of the Service and supersede all prior agreements, negotiations and communications between the parties relating to the Service. The User undertakes to comply with the Supplemental Terms. In the event of any conflict between the Terms and the Supplemental Terms, the Supplemental Terms shall prevail in respect of the relevant part or feature of the Service.
17.6 Language Versions. The Terms are drawn up in Finnish and in English. In the event of any conflict between the language versions, the Finnish version shall prevail.
18. Contact
AMV Innovative Oy
Business ID 3543514-3
Helsinki, Finland
solutions@amvinnovative.com