Terms of Service

Effective Date & Engagement Term

These Terms of Service (the “Agreement”) come into effect on the date the Client accepts these Terms (the “Effective Date”) and remain in force for the duration of the applicable engagement.

Proviscale provides services through (a) training/education programs, (b) ongoing advisory retainers, and (c) implementation/audit projects (collectively, the “Services”). The term for any paid engagement is defined by the agreed scope, invoice, proposal, or order confirmation (each an “Order”):

Education / Sprint: runs for the period stated in the Order (often 2 weeks).
Retainer: typically billed monthly in advance and continues month-to-month unless otherwise stated in the Order.
Implementation / Audit projects: run for the duration stated in the Order or until delivery of agreed milestones.

Either party may terminate as set out in the Termination & Suspension section below.

License Grant & Usage Rights

Subject to payment of all applicable fees, Proviscale grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use any materials, templates, documents, training content, and internal resources provided by Proviscale solely for the Client's internal business purposes during the engagement term (the “Licensed Materials”).

The Client shall not:

reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any proprietary tools or systems provided by Proviscale;
share, resell, sublicense, distribute, or make available the Licensed Materials to third parties without Proviscale's prior written consent;
use the Licensed Materials to develop, market, or support a competing product or service;
reproduce or create derivative works from the Licensed Materials for external use without written consent.

All rights not expressly granted to the Client are reserved by Proviscale.

Services Provided

During the term of the applicable engagement, Proviscale shall provide the Services described in the Order, which may include:

AI education and training sessions for leadership and/or staff;
practical guidance on workflow improvements and AI usage policies;
advisory support under a retainer (e.g., recurring strategy sessions and “on-call” guidance within agreed boundaries);
implementation and audit work (e.g., designing and building automations, agents, integrations, or internal enablement systems);
documentation and recommended practices related to AI adoption and operational efficiency.

Proviscale may reasonably modify, substitute, or discontinue non-core elements of the Services in its discretion, provided that the Client continues to receive the core Services described in the applicable Order.

Updates to Terms / Services

Proviscale may modify, update, or amend these Terms, the Services, or any policies incorporated by reference to reflect improvements, changes in applicable law, operational requirements, or other legitimate business needs.

Any Update becomes effective upon the earlier of:

posting the revised Terms on the Proviscale website; or
sending written notice to the Client via email to the Client's last known email address on file.

Continued use of the Services after the effective date of any Update constitutes acceptance of the revised Terms. Material changes that significantly affect the Client's rights, obligations, or financial commitments will, where reasonably possible, be communicated via email in advance.

Ownership of Assets & Intellectual Property

Business Assets (Client-Owned)

The Client retains ownership of its own business information, brand assets, data, systems, and materials provided to Proviscale (the “Client Assets”).

Where Proviscale creates deliverables specifically for the Client under a paid Order (for example: workflow documentation, configuration files, internal training docs, or custom automation logic), ownership of those deliverables will be handled as follows unless otherwise stated in the Order:

The Client owns the deliverables created specifically for the Client, excluding Proviscale's pre-existing materials, templates, methods, and general know-how.

Proviscale IP (Company-Owned)

Proviscale retains all right, title, and interest in:

Proviscale's methodologies, frameworks, templates, teaching materials, prompt libraries, internal playbooks, and know-how;
any reusable components, generic workflows, and non-client-specific modules;
any proprietary tooling, infrastructure, and internal systems used to provide Services.

No rights are granted except those expressly stated in this Agreement.

No Partnership / No Control

Proviscale is not, and shall not be deemed to be, an owner, shareholder, partner, officer, director, employee, or representative of the Client's business. Full equity, control, and business decisions remain with the Client.

Case Studies

The Client may not present Proviscale's case studies, materials, or results as its own. Proviscale may request permission to reference the Client as a case study or to use anonymized outcomes, as described under Use of Client Wins below.

Data Ownership & Data Processing

Client Data

All Client data, files, records, content, and other information provided by the Client or generated specifically on the Client's behalf in connection with the Services (the “Client Data”) remain the sole and exclusive property of the Client.

Roles under GDPR

For purposes of applicable data protection laws (including the EU GDPR):

Proviscale is typically the data controller for personal data collected via its website, inbound inquiries, scheduling, and marketing communications.
Proviscale may act as a data processor when processing Client Personal Data on the Client's instructions in the course of delivering Services.

Where required, Proviscale can provide a separate Data Processing Agreement on request.

Processing and Safeguards

Proviscale may process Client Personal Data solely as necessary to provide the Services, maintain security, perform analytics, and improve delivery quality, in compliance with applicable law. The Client acknowledges that some processing may involve trusted third-party service providers under appropriate contractual safeguards.

Upon termination or written request, Proviscale will, within a reasonable period, delete or return Client Personal Data, subject to legal and regulatory retention requirements, reasonable backup/disaster recovery practices, and legitimate business needs such as fraud prevention or compliance evidence.

Fees & Payment Terms

Fees

Fees are as stated in the applicable Order, invoice, or proposal. Typical structures may include:

Education / Sprint: free or paid as specified in the Order;
Retainer: billed monthly in advance unless otherwise stated;
Implementation / Audit projects: fixed-fee and/or milestone-based as specified.

Payments

Unless otherwise stated:

invoices are payable within the timeframe stated on the invoice;
late payments may accrue interest at the maximum rate permitted by applicable law;
Proviscale may suspend Services for non-payment.

Taxes

All fees are exclusive of applicable taxes (including VAT) unless stated otherwise.

Refunds

Unless otherwise required by applicable law or expressly agreed in writing in the Order, Proviscale operates a no-refund policy for Services already delivered and for time reserved/allocated (including partial months for retainers).

Chargebacks

Initiating a chargeback without first contacting Proviscale to resolve the issue may result in immediate suspension of Services and liability for reasonable collection and administrative costs, to the extent permitted by law.

Definitions

“Agreement” means these Terms of Service and any documents incorporated by reference.
“Client” means the business entity or individual purchasing or using the Services.
“Order” means the proposal, invoice, order confirmation, or written scope that describes the Services, fees, and term.
“Services” means Proviscale's education/training, advisory retainers, and implementation/audit services.
“Licensed Materials” means Proviscale-provided templates, documents, training content, and resources made available to the Client for internal use.
“Client Data” means data provided by the Client or generated on the Client's behalf in connection with the Services.
“Client Personal Data” means personal data processed by Proviscale on behalf of the Client in the course of delivering the Services.

Confidentiality

Both Proviscale and the Client shall maintain confidentiality with respect to any non-public, proprietary information disclosed in connection with the Services (“Confidential Information”).

Confidential Information includes (without limitation): business processes, internal documents, client lists, pricing, strategies, technical configurations, prompts/workflows shared in confidence, and any non-public information marked or reasonably understood to be confidential.

Confidentiality obligations do not apply to information that:

is or becomes publicly available through no fault of the receiving party;
was lawfully known by the receiving party prior to disclosure;
is independently developed without use of the Confidential Information; or
must be disclosed by law, regulation, or court order (in which case the receiving party shall, where legally permitted, give reasonable notice to allow protective measures).

These confidentiality obligations survive termination for five (5) years, and for trade secrets for as long as they remain trade secrets under applicable law.

Use of Client Wins

The Client grants Proviscale permission to use Client feedback, testimonials, and measurable outcomes (“Client Wins”) in marketing only if the Client has provided prior written approval (email is sufficient).

At Proviscale's option, Client Wins may be presented:

anonymized (e.g., “Swedish accounting firm, 10–50 employees”), or
with the Client's name/logo, if explicitly approved.

The Client may withdraw this permission for future use at any time by written notice. Withdrawal does not require removal of materials already published prior to the withdrawal, but Proviscale will make reasonable efforts to stop future use.

Warranty & Disclaimer

Proviscale warrants that it will provide the Services with reasonable skill and care consistent with industry standards.

Except as expressly stated in this Agreement, the Services are provided “as is” and “as available.” Proviscale does not warrant that the Services will be uninterrupted or error-free.

AI systems may produce inaccurate, incomplete, or unexpected outputs. The Client is responsible for reviewing and validating outputs before relying on them, especially where outputs relate to legal, financial, accounting, or compliance matters.

No Results Guarantee.The Client acknowledges that outcomes depend on many factors outside Proviscale's control. Proviscale does not guarantee specific results, savings, revenue, or performance. Examples, case studies, and testimonials illustrate possible outcomes and do not represent typical results.

Limitation of Liability & Indemnity

To the maximum extent permitted by applicable law, Proviscale will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, data, or business interruption, arising out of or related to the Services, even if advised of the possibility of such damages.

Proviscale's total aggregate liability under this Agreement shall not exceed the fees paid by the Client to Proviscale in the three (3) months preceding the event giving rise to the claim (or, if the Services were provided free of charge, EUR 100).

Nothing in this Agreement limits liability where such limitation is prohibited by Finnish law, including liability for intentional misconduct or gross negligence to the extent it cannot be limited.

Indemnity

Each party will indemnify the other against third-party claims arising from its own unlawful conduct or breach of law.

The Client shall indemnify and hold harmless Proviscale from third-party claims arising out of:

the Client's use or misuse of outputs, deliverables, or systems;
Client Data or Client instructions that infringe third-party rights; or
the Client's breach of this Agreement or violation of applicable law.

Dispute Resolution & Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Finland, without regard to conflict-of-law principles.

Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be finally resolved in the courts of Helsinki, Finland (Helsingin käräjäoikeus as the court of first instance), unless mandatory law provides otherwise.

Termination & Suspension

Proviscale may suspend or terminate the Client's access to Services immediately if:

fees are overdue;
there is a security risk or suspected misuse; or
the Client materially breaches this Agreement.

Where reasonably possible, Proviscale will provide notice and an opportunity to cure a material breach within a reasonable time, except where immediate suspension is necessary.

Suspension does not relieve the Client of payment obligations accrued prior to suspension.

For monthly retainers, either party may terminate for convenience with 14 days' written notice, unless the Order specifies another notice period.

For fixed-fee projects, termination terms are as stated in the applicable Order. If the Client terminates a fixed-fee project early, the Client remains responsible for fees for work completed and any non-cancellable committed costs.

Force Majeure

Neither party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, natural disasters, governmental actions, war, labor disputes, and internet/telecommunications outages.

Payment obligations for amounts already due remain unaffected.

Assignment

Proviscale may assign this Agreement, in whole or in part, to an affiliate, successor, or acquirer in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.

The Client may not assign this Agreement without Proviscale's prior written consent.

Entire Agreement

This Agreement, together with any Orders and policies incorporated by reference (including the Privacy Statement), constitutes the entire understanding between the parties regarding the Services and supersedes prior discussions and agreements.

If a provision is held invalid or unenforceable, the remainder remains in effect, and the affected provision shall be enforced to the fullest extent permitted by law.

Electronic acceptance (including clickwrap) and electronic records shall be deemed valid and enforceable.

Third-Party Software, Accounts & Subscriptions

Client-Managed Setup

The Client may set up and maintain any required or recommended third-party software tools, accounts, and subscriptions (the “Third-Party Tech Stack”) using the Client's own payment methods. The Client is solely responsible for all associated subscription fees, renewals, configuration, access management, and ongoing maintenance.

Company-Managed Setup (Optional Paid Service)

At the Client's request, Proviscale may assist with setting up or administering parts of the Third-Party Tech Stack on the Client's behalf. Any such assistance must be agreed in writing in the applicable Order.

Where Proviscale helps administer third-party accounts, the Client remains the owner of those accounts and remains responsible for all third-party subscription fees unless explicitly agreed otherwise in writing.

Pass-Through Costs

The Client acknowledges that third-party subscription fees are separate from Proviscale's fees unless explicitly included in the Order.

No Responsibility for Third Parties

Proviscale is not responsible for interruptions, suspensions, degraded performance, or failures of the Services caused by:

third-party outages or changes in third-party services;
the Client's failure to activate, fund, or maintain the Third-Party Tech Stack in good standing;
revoked permissions, invalid credentials, or insufficient access provided by the Client; or
third-party policy changes (including rate limits, pricing changes, and account suspensions).

Removal of Performance Guarantees

Proviscale does not offer performance-based money-back guarantees unless expressly agreed in writing in an Order.