Suunta.ai Terms of Service (B2B)
Definitions
In these Terms of Service, the following terms have the meanings set out below:
"Agreement" means these Terms of Service together with the Data Processing Agreement (DPA) and any order forms or subscription agreements concluded between the parties.
"Confidential Information" means any non-public information disclosed by one party to the other, including business plans, strategies, financial information, technical information and Customer Data.
"Customer" means a company or other organisation that registers for and uses the Services in its operations.
"Customer Data" means all data, content and materials that the Customer or its Users submit, enter or provide to the Services, including Input, as well as Output generated for the Customer in the Services.
"Input" means prompts, questions, data, documents and other content that the Customer or its Users submit to the AI features of the Services.
"Intellectual Property Rights" means patents, trademarks, trade names, copyrights, trade secrets, know-how, database rights and other rights in intellectual or industrial property.
"Output" means content, responses, documents, strategies and other materials generated by the AI of the Services on the basis of Input.
"Services" means the Suunta.ai platform, including its features, tools and AI features as they exist from time to time, and related services provided by Suunta.ai.
"Subscription Period" means the period for which the subscription is paid at a time. The Subscription Period is one month or one year as chosen by the Customer, or another period separately agreed in a subscription agreement. The Subscription Period renews automatically for the same length unless the subscription is cancelled in accordance with Section 15.2 or otherwise agreed in a subscription agreement.
"Suunta.ai", "we" or "us" means Y4 Works Oy (business ID 2978296-6).
"Third-Party AI Providers" means external providers of AI models and services used in providing the Services. The providers in use from time to time are listed in the sub-processor list.
"User" means an employee, contractor, consultant or other person whom the Customer has authorised to use the Services on the Customer's behalf.
General
2.1 Suunta.ai is a software service (SaaS) provided by Y4 Works Oy that helps organisations build their strategy, follow its execution and remember the decisions they have made, using AI. The Services are intended to support planning, monitoring and decision-making.
2.2 By using the Services, the Customer accepts the terms of the Agreement. The processing of personal data is further described in the Privacy Notice. If the Customer does not accept the terms of the Agreement, the Customer must refrain from using the Services.
2.3 We may update these Terms of Service, for example because of changes in legislation, the development of the Services, information security or service providers. We will notify the Customer's administrator of material changes by email or in the Services. A change takes effect when the Customer accepts the updated terms in the Services or 30 days after the notice, whichever occurs first. A change may take effect immediately if it is necessary because of law, an order of an authority or information security, or if it concerns only new features that the Customer is free to choose whether to use. If a change is materially disadvantageous to the Customer, the Customer may, before the change takes effect, cancel its subscription with effect from the date on which the change takes effect and receive a refund for the prepaid, unused period. Continued use of the Services after a change has taken effect constitutes acceptance of the updated terms.
2.4 The Services evolve continuously. Suunta.ai may add, change and remove features, user interfaces and integrations. If a change materially reduces the core functionality of the service the Customer pays for, Suunta.ai will notify the Customer reasonably in advance, and the Customer may cancel its subscription with effect from the date on which the change takes effect and receive a refund for the prepaid, unused period. Trial, preview and beta features are provided as is without any warranties and may be changed or removed at any time.
Users and Registration
3.1 The Services are intended for companies and other organisations. The Services are not offered to consumers and are not directed at children. The Customer may grant access to a person aged at least 15 who acts in a role for the Customer, such as in an employment or elected position. The Customer is responsible for ensuring that use by a person under 18 is lawful and appropriately supervised.
3.2 Registration requires the information needed to create an account, such as an email address and the name of the organisation. A paid subscription requires payment or billing details.
3.3 The Customer may create its organisation's environment and user accounts itself, or Suunta.ai may create them at the Customer's request on the basis of information provided by the Customer. Users may also create their accounts themselves upon invitation by the Customer's administrator. When Suunta.ai creates an environment, it grants administrator rights to a person designated by the Customer. The Customer accepts the Agreement at the latest when it starts using the Services, unless the Agreement has already been accepted in connection with the order. The Customer is responsible for the accuracy of the information it provides to Suunta.ai.
3.4 The Customer decides who has access to the Customer's environment and is responsible for removing access from persons who are no longer entitled to it. If the Customer grants access to a consultant, partner or other external person, that person is a User of the Customer, and the Customer is responsible for that person's actions in the Services.
3.5 The Customer is responsible for keeping account credentials confidential and for all activity that takes place under the Customer's accounts. The Customer must notify Suunta.ai without delay of any unauthorised use of an account.
3.6 By registering or otherwise accepting the Agreement, the Customer represents that: (a) the Customer has legal capacity to enter into this Agreement; (b) the person accepting the Agreement is authorised to bind the organisation to this Agreement; (c) the Customer complies with all applicable laws and regulations; and (d) the Customer uses the Services in its organisation's operations and not as a consumer.
Licence and Restrictions
4.1 Licence. Subject to these terms and payment of the applicable fees, Suunta.ai grants the Customer a limited, non-exclusive and non-transferable right to use the Services in the Customer's own operations during the Subscription Period. The Customer's own operations include use of the Services in work the Customer performs for its own clients. However, the Customer may not provide the Services for a third party's own use or give a third party access to the Services for that third party's own operations, unless separately agreed with Suunta.ai in writing. Suunta.ai may apply separate terms, features and pricing to partner use. The licence may be terminated or suspended only in accordance with this Agreement.
4.2 Restrictions. The Customer and its Users may not:
(a) copy, modify, distribute, sell, rent, sublicense or otherwise exploit the Services other than as permitted in this Agreement;
(b) reverse engineer, decompile or otherwise attempt to derive the source code, algorithms or AI model weights of the Services, except to the extent permitted by mandatory law;
(c) use the Services or Output to develop, train or improve competing AI models or services;
(d) share account credentials or permit unauthorised access to the Customer's account;
(e) use the Services with bots, scrapers or other automated tools other than through the interfaces and integrations provided by Suunta.ai;
(f) upload, transmit or distribute malicious code, viruses or other harmful content;
(g) use the Services to generate harmful, misleading, defamatory or unlawful content;
(h) use the Services in a way that violates applicable laws, regulations or the rights of third parties;
(i) interfere with or disrupt the integrity or performance of the Services; or
(j) circumvent security measures or access controls.
4.3 Third-Party Services and Integrations. The Customer may connect third-party services of its choice to the Services. The Customer decides on the use of integrations and on what data is transferred through them to and from the Services, and is responsible for having the right to transfer such data. Third-party services are subject to their own terms, and the Customer is responsible for its use of them. Suunta.ai is not responsible for third-party services chosen by the Customer, for their availability or for the processing of data within them. Suunta.ai may change, suspend or discontinue integrations in accordance with Section 2.4.
4.4 Public Links and Surveys. The Services allow content to be shared through a link through which it can be viewed without signing in, and surveys to be opened that can be answered without signing in. The Customer decides on sharing and is responsible for what is shared through a link and to whom the link is given.
AI Terms
5.1 Nature of AI Output. The Services use AI, including large language models, to generate Output. The Customer acknowledges that: (a) AI is probabilistic by nature, and Output may contain errors, inaccuracies, omissions or fabricated information; (b) Output should not be relied upon without review by the Customer; (c) Output may be similar or identical to Output generated for other users; and (d) the Customer is solely responsible for assessing the accuracy, completeness and suitability of Output for its own purposes.
5.2 No Professional Advice. Output generated by the Services does not constitute business, legal, financial, tax, accounting or other professional advice. The Customer should consult appropriate experts where necessary before making significant decisions. Any expert services that Suunta.ai may provide are agreed separately.
5.3 Prohibited Uses. The Customer may not use the Services or Output for: (a) medical diagnosis or treatment; (b) legal decisions concerning an individual; (c) employment or personnel decisions concerning an individual, such as recruitment, performance evaluation, compensation or termination of employment; (d) automated decision-making with legal or similarly significant effects on a person; or (e) any other purpose in which an AI error could cause significant harm to a person's health, safety or fundamental rights.
5.4 No Training on Customer Data. Suunta.ai does not use Customer Data to train general-purpose AI models without the Customer's consent, and selects Third-Party AI Providers and their settings in accordance with this principle. Suunta.ai may use information arising from the use of the Services in aggregated or anonymised form to maintain, secure and develop the Services.
5.5 Responsible Use and AI Literacy. The Customer is responsible for ensuring that its Users have sufficient competence to use AI-generated Output responsibly. Suunta.ai may provide guidance and documentation in the product to support responsible use, but these do not replace the Customer's own policies, oversight and judgement.
5.6 Changes to AI Models. Suunta.ai may at any time update, change or replace the AI models used in the Services and their providers. The content and quality of Output may vary as a result. Changes of providers are communicated in the sub-processor list, and new sub-processors are notified in advance in accordance with the Data Processing Agreement.
5.7 Misuse Screening. Inputs may be screened automatically. Suunta.ai may restrict the processing of an input or the use of the Services because of misuse, suspected unlawfulness, a security risk or a breach of these terms. The AI providers' own safeguards may also prevent an input from being processed.
Usage Allowances and Limits
6.1 A subscription includes an amount of use of the Services as set out in the order, the price list or the information shown in the Services. Use may be measured in credits or in another manner determined by Suunta.ai. Suunta.ai determines which actions consume credits and how many, and communicates this in the price list or in the Services.
6.2 Once the included amount has been used, the use of features that consume credits may be restricted until the amount renews or the Customer purchases additional usage. Suunta.ai may notify the Customer when usage approaches the limit.
6.3 The price and terms of additional usage, including its validity, are communicated at the time of purchase. If the Customer's administrator enables overage usage, usage exceeding the included amount is invoiced afterwards at the price shown in the Services.
6.4 Unless otherwise communicated, unused credits included in a subscription do not carry over to the next Subscription Period, and unused credits are not exchangeable for money or refundable, unless expressly provided otherwise in these terms.
6.5 Suunta.ai may set reasonable limits on API calls, data processing and other use, and may restrict exceptionally heavy or automated use that endangers the stability or security of the Services.
Fees and Invoicing
7.1 The price of the Services and the basis for invoicing, such as the number of users, the plan and usage amounts, are determined by the order, the applicable price list or the information shown in the Services.
7.2 The Subscription Period is paid in advance for the entire Subscription Period. Fees are primarily charged to a payment card through a payment service provider. Invoicing may be agreed separately, in which case the payment term is 14 days net unless otherwise agreed.
7.3 If the Customer changes its subscription during a Subscription Period, for example the number of users or the plan, the change is invoiced in the manner set out in the Services or the order, for example by prorating the price over the remaining Subscription Period. Unless otherwise communicated, a reduction of the subscription takes effect from the beginning of the next Subscription Period, and fees already paid are not refunded.
7.4 If a payment is late, Suunta.ai may suspend the Services in accordance with Section 15.6 and charge late payment interest in accordance with the Finnish Interest Act.
7.5 Prices do not include value added tax or other taxes. Such taxes are added to the invoice in accordance with the regulations in force from time to time.
7.6 Suunta.ai may change its prices by giving at least 30 days' notice. The change takes effect from the beginning of the next Subscription Period.
Intellectual Property
8.1 Customer's Rights. As between the parties, Customer Data, including Input and Output generated for the Customer, belongs to the Customer. Suunta.ai claims no ownership of it.
8.2 Suunta.ai's Rights. Suunta.ai and its licensors own all rights in the Services, including software, technology, user interfaces, documentation, the methods, structures, templates and guidance included in the Services, and any improvements to them. Third-party AI models used in the Services belong to their providers. Even if Output contains methods, structures or templates of the Services, the rights in them do not transfer to the Customer. However, the Customer may use Output freely in its own operations, including after the Agreement ends. Nothing in this Agreement transfers ownership of the Services to the Customer.
8.3 Right to Process Customer Data. The Customer grants Suunta.ai a limited, non-exclusive right to use, process and store Customer Data to the extent required to provide, maintain and secure the Services, and in accordance with Section 5.4. This right ends when the Agreement ends, except for statutory retention obligations and data that is removed from backups in their ordinary rotation.
8.4 Feedback. If the Customer provides feedback, suggestions or ideas about the Services, Suunta.ai may use them without restriction or compensation. Suunta.ai owns all improvements and developments made on their basis. Feedback is provided on a non-confidential basis and should not include Customer Data or personal data.
8.5 Similarity of Output. Due to the nature of AI, Output may be similar or identical to Output generated for other users. Output generated for other customers is not this Customer's data.
Confidentiality
9.1 Confidentiality Obligations. Each party undertakes to: (a) keep the other party's Confidential Information confidential; (b) use it only for the purposes of this Agreement; and (c) protect it with at least the same degree of care as it uses for its own confidential information, and in any event with no less than reasonable care.
9.2 Permitted Disclosures. A party may disclose Confidential Information: (a) to its employees, contractors and advisers who need the information to perform this Agreement and who are bound by confidentiality obligations; (b) in the case of Suunta.ai, to its sub-processors and other service providers to the extent required to provide the Services; (c) to its group companies and to potential investors, acquirers and their advisers in connection with a corporate transaction, financing or business reorganisation, provided that the recipients are bound by confidentiality obligations; (d) pursuant to a binding order of law, an authority or a court, in which case the disclosing party will notify the other party in advance where permitted by law; or (e) with the other party's written consent.
9.3 Exceptions. Confidential Information does not include information that: (a) is or becomes public other than as a result of the receiving party's actions; (b) was known to the receiving party before disclosure; (c) has been developed independently by the receiving party without use of Confidential Information; or (d) has been lawfully received by the receiving party from a third party without a confidentiality obligation.
9.4 Duration. The confidentiality obligations remain in force for the term of the Agreement and for five (5) years after it ends. However, obligations concerning trade secrets remain in force for as long as the information remains a trade secret.
Data Protection and Security
10.1 Roles. With respect to personal data contained in Customer Data, the Customer is the controller and Suunta.ai is the processor, and the processing is governed by the Data Processing Agreement. Suunta.ai is an independent controller of the personal data it processes for its own purposes, such as managing user accounts and sign-in, invoicing, managing the customer relationship, information security, product analytics and service-related communications. This processing is described in the Privacy Notice.
10.2 Data Location and Transfers. Data is processed primarily within the EU/EEA. Some processing, such as AI processing, may take place outside the EU/EEA. The processing locations are listed in the sub-processor list. Transfers are subject to safeguards in accordance with Chapter V of the GDPR.
10.3 Data Subject Rights. A User may exercise rights concerning their own data in the settings of the Services or by contacting privacy@suunta.ai. Requests concerning personal data contained in Customer Data are handled by the Customer, and Suunta.ai assists the Customer in accordance with the Data Processing Agreement.
10.4 Data Processing Agreement. The Data Processing Agreement forms part of this Agreement. If the Customer processes personal data in the Services on behalf of its own clients, the Customer is responsible for having the necessary rights and agreements in place, and Suunta.ai then acts as the Customer's sub-processor.
10.5 Special Categories of Personal Data. The Customer may not submit to the Services special categories of personal data referred to in Article 9 of the GDPR or personal data relating to criminal convictions and offences referred to in Article 10 of the GDPR without Suunta.ai's prior written consent. The Customer is responsible for any data submitted in breach of this section.
10.6 Security Measures. Suunta.ai maintains technical and organisational security measures appropriate to the risk to protect Customer Data and develops them continuously. No system is completely secure, and Suunta.ai does not guarantee that security breaches cannot occur.
10.7 Sub-processors. Suunta.ai uses sub-processors in providing the Services. An up-to-date list is available at https://work.suunta.ai/legal/subprocessors. New sub-processors are notified, and the Customer may object to them, in accordance with the Data Processing Agreement.
10.8 Personal Data Breaches. Suunta.ai will notify the Customer without undue delay of any personal data breach affecting personal data contained in Customer Data, in accordance with the Data Processing Agreement.
Availability and Support
11.1 Suunta.ai endeavours to keep the Services available and to remedy disruptions within a reasonable time. No service level or service credits have been agreed for the Services unless separately agreed in writing.
11.2 Support is available at team@suunta.ai or through the Services. No response times have been agreed for support unless separately agreed in writing.
11.3 Suunta.ai may carry out maintenance and updates that may cause short interruptions. Suunta.ai endeavours to give advance notice of significant planned interruptions.
11.4 If Suunta.ai discontinues the Services entirely, it will give at least 60 days' notice, allow the Customer to export its data in accordance with Section 15.5 and refund the prepaid, unused period. A transfer of the Services to another company in accordance with Section 17.5 does not constitute a discontinuation of the Services.
Service Quality and Warranties
12.1 Suunta.ai's Commitment. Suunta.ai provides the Services professionally and with reasonable care. If the Services do not materially function as described from time to time in the Services or their documentation, Suunta.ai will remedy the defect within a reasonable time. If remedying the defect is not reasonably possible, the Customer may cancel its subscription and receive a refund for the prepaid, unused period. This is the Customer's sole remedy for a defect in the Services. This section does not apply to trial, preview or beta features.
12.2 Other Warranties. Suunta.ai gives no warranties regarding the Services other than those expressly set out in this Agreement. Suunta.ai does not warrant that the Services will operate without interruption or error, or that Output is accurate, complete or fit for any particular purpose.
Limitation of Liability
13.1 The Customer is responsible for ensuring that it and its Users use the Services in accordance with the law and this Agreement, and for the accuracy of the data it submits to the Services and its right to use such data.
13.2 Suunta.ai's total liability for all claims arising out of or in connection with this Agreement is limited to the amount the Customer has paid for the Services during the twelve (12) months preceding the event giving rise to the claim. The limitation applies to all claims in aggregate, including claims under Section 14.2 and under the Data Processing Agreement.
13.3 Suunta.ai is not liable for interruptions or errors caused by force majeure, such as a natural disaster, war, epidemic, act of authority, general telecommunications or cloud service disruption, or any other event beyond its reasonable control.
13.4 Neither party is liable for indirect or consequential damages, such as loss of profit, loss of data or business interruption, even if advised of the possibility of such damages. This limitation does not apply to the Customer's payment obligations, to a breach of Section 4.2 or Section 9, or to the indemnification obligation under Section 14.1.
13.5 Nothing in this Agreement limits or excludes liability that cannot be limited or excluded under applicable law. The limitations in this Section 13 do not apply to liability arising from a party's fraud, wilful misconduct or gross negligence, or to liability for death or personal injury caused by negligence.
Third-Party Claims
14.1 Customer's Indemnification. The Customer will defend Suunta.ai and its management, employees and representatives and indemnify them against all claims, damages, losses and costs, including reasonable legal fees, arising from: (a) a breach of this Agreement by the Customer or its Users; (b) the Customer's violation of applicable law; (c) Customer Data that infringes the rights of third parties; or (d) use of Output in breach of this Agreement.
14.2 Suunta.ai's Indemnification. Suunta.ai will defend the Customer against third-party claims alleging that use of the Services in accordance with this Agreement infringes a third party's Intellectual Property Rights, and will pay damages finally awarded or agreed in settlement, provided that Suunta.ai has sole control of the defence and settlement. Suunta.ai may, at its option, obtain for the Customer the right to continue using the Services, modify the Services so that they are non-infringing, or terminate the subscription and refund the prepaid, unused period. This obligation does not apply to claims arising from: (a) Customer Data, Input or Output; (b) modifications to the Services made by the Customer or a third party; (c) use of the Services in combination with products, services or data not provided by Suunta.ai; (d) use of the Services in breach of this Agreement; or (e) the Customer's violation of law or third-party rights. This section sets out Suunta.ai's entire liability for infringement of Intellectual Property Rights and is subject to the limitation of liability in Section 13.
14.3 Procedure. The indemnified party must: (a) notify the indemnifying party of the claim without delay; (b) give the indemnifying party sole control of the defence and settlement; and (c) provide reasonable assistance at the indemnifying party's expense.
Termination
15.1 Termination for Breach. Either party may terminate the Agreement if the other party materially breaches it and fails to remedy the breach within 30 days of written notice. No cure period is required if the breach is repeated or wilful. Notice of termination is given by email. If the Customer terminates the Agreement for Suunta.ai's breach, Suunta.ai will refund the prepaid, unused period.
15.2 Cancellation by the Customer. The Customer may cancel its subscription at any time in the Services or by notifying Suunta.ai. The subscription ends at the end of the current Subscription Period. Fees already paid are not refunded unless otherwise provided in these terms, the order or mandatory law.
15.3 Termination by Suunta.ai. Suunta.ai may terminate the Agreement by giving 30 days' notice. In that case, Suunta.ai will refund the prepaid, unused period. If Suunta.ai discontinues the Services entirely, Section 11.4 applies.
15.4 Effect of Termination. Upon termination of the Agreement: (a) the Customer's right to use the Services ends; (b) all unpaid fees become due and payable; and (c) each party will, upon request, return or destroy the other party's Confidential Information.
15.5 Data Export, Switching and Deletion. The Customer may export its data in a commonly used machine-readable format during the Agreement and request an export for at least 30 days after termination of the Agreement. If the Customer switches to another service or moves its data to its own system, Suunta.ai follows the switching procedure under the EU Data Act (EU) 2023/2854 to the extent the Act applies: the Customer may initiate switching with a notice period of no more than two months, the switch is carried out within a transitional period of no more than 30 days unless extended in accordance with the Act, and the Customer has a data retrieval period of at least 30 days after the end of the transitional period. Suunta.ai is not responsible for the operation of the receiving service. During the transition, Suunta.ai provides reasonable assistance and delivers the data in a commonly used machine-readable format. No separate fee is charged for switching that falls within the scope of the Data Act. After the retrieval period, Suunta.ai deletes Customer Data in accordance with the Data Processing Agreement.
15.6 Suspension. Suunta.ai may suspend access to the Services in whole or in part immediately upon notice when reasonably necessary: (a) to protect the security or integrity of the Services; (b) to prevent or address misuse, unlawful activity or a breach of Section 4.2; (c) to comply with the law or a binding order of an authority; or (d) due to a material failure to pay. Where possible, Suunta.ai will give the Customer an opportunity to remedy the situation before suspension.
Governing Law and Dispute Resolution
16.1 This Agreement is governed by the laws of Finland, excluding its choice of law rules.
16.2 Disputes arising out of this Agreement shall first be resolved through negotiations between the parties. The obligation to negotiate does not apply to the collection of overdue payments.
16.3 If a dispute cannot be resolved through negotiations within 30 days, it shall be settled by the Helsinki District Court as the court of first instance, unless otherwise agreed in a subscription agreement. Suunta.ai may also pursue overdue payments in the competent court of the Customer's domicile.
16.4 Notwithstanding the above, either party may seek an injunction or other interim relief in any competent court to protect its Intellectual Property Rights or Confidential Information.
Miscellaneous
17.1 Worldwide Use. The Services may be used worldwide, but the Customer must comply with local laws and regulations, including export control and sanctions laws.
17.2 Entire Agreement and Language Versions. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and communications on the same subject matter. In the event of a conflict between documents, the order form or subscription agreement prevails, followed by the Data Processing Agreement in matters concerning the processing of personal data, and then these Terms of Service. These terms are available in Finnish and English. In the event of a conflict between the language versions, the Finnish version prevails.
17.3 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions remain in force.
17.4 No Waiver. Failure or delay in exercising a right does not constitute a waiver of that right.
17.5 Assignment. The Customer may not assign this Agreement without Suunta.ai's prior written consent. Suunta.ai may assign this Agreement to its group company or in connection with a corporate transaction, sale of business or business reorganisation. Suunta.ai will notify the Customer of the assignment.
17.6 Marketing. Suunta.ai may mention the Customer's name and logo as a user of the Services in customer lists and marketing materials. The Customer may prohibit this at any time by notifying Suunta.ai in writing. Customer stories, quotes and other more detailed references require the Customer's separate consent.
17.7 Notices. Notices under this Agreement shall be given in writing by email: to the Customer at the email address of the Customer's administrator or the email address associated with the account, and to Suunta.ai at team@suunta.ai.
17.8 Survival. Provisions concerning Intellectual Property Rights, confidentiality, limitation of liability, third-party claims and governing law, and any other provisions which by their nature are intended to survive, remain in force after the Agreement ends.
Contact Details
Suunta.ai is developed and operated by Y4 Works Oy. Business ID: 2978296-6. Email: team@suunta.ai. Privacy enquiries: privacy@suunta.ai.
Related Documents
- Data Processing Agreement (DPA)
- Privacy Notice
- Sub-processor list: https://work.suunta.ai/legal/subprocessors