Terms of Service and Subscription Agreement

MaturityHR is a product of evaluoi.ai Oy Ltd. These Terms of Service and Subscription Agreement (the "Terms") govern the use of the MaturityHR service available at maturityhr.com.

1. Parties

Service Provider: evaluoi.ai Oy Ltd
Business ID: 3582911-8
Email: hello@evaluoi.ai

Customer: The legal entity or individual subscribing to the Service (defined below).

2. Service Description

MaturityHR provides a competence management process platform (the "Service") that enables users to:

• Track the maturity of competence management processes
• Run role-based assessment rounds via invite links
• Log development initiatives and track their impact over time
• Analyze differences between role perspectives (tension detection)

The Service is delivered as a Software-as-a-Service (SaaS) solution via web browser at maturityhr.com. Service features and limitations depend on the selected subscription tier.

3. Billing and Payment Terms

3.1 Payment Schedule

• Monthly subscriptions are billed at the beginning of each billing cycle
• Annual subscriptions are billed upfront for the full year

3.2 Payment Methods

• Credit/debit card via Stripe
• Bank transfer (Enterprise tier only, upon request)

3.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless canceled by the Customer at least 24 hours before the renewal date.

3.4 Late Payments

• Payment is due within 14 days of invoice date
• Service may be suspended if payment is overdue by more than 30 days
• Late payment fee: 8% annual interest on overdue amounts

3.5 Taxes

All prices are exclusive of VAT and other applicable taxes. Customer is responsible for all taxes.

4. License and Usage Rights

4.1 License Grant

evaluoi.ai Oy Ltd grants Customer a non-exclusive, non-transferable, revocable license to use the Service during the subscription period, subject to:

• Terms of this Agreement
• Fair use policies
• Subscription tier limitations

4.2 Restrictions

Customer shall not:

• Reverse engineer, decompile, or disassemble the Service
• Resell, sublicense, or redistribute the Service
• Use the Service to violate laws or third-party rights
• Attempt to circumvent usage limitations or security measures
• Use the Service to develop competing products

4.3 Acceptable Use

Customer agrees to use the Service in accordance with the Acceptable Use Policy available at maturityhr.com/acceptable-use.

5. Intellectual Property Rights

5.1 Service Provider's IP

All rights, title, and interest in the Service, including software, assessment frameworks, documentation, and trademarks, remain with evaluoi.ai Oy Ltd or its licensors.

5.2 Customer Data

Customer retains all rights to data uploaded or created in the Service ("Customer Data"). Customer grants evaluoi.ai Oy Ltd a limited license to process Customer Data solely to provide the Service.

5.3 Aggregated Data

evaluoi.ai Oy Ltd may create anonymized, aggregated statistics from Customer Data for service improvement and analytics, provided such data cannot identify Customer or its users.

6. Data Protection and Privacy

6.1 Data Processing Agreement

The parties agree to the Data Processing Agreement (DPA) available at maturityhr.com/dpa, which forms an integral part of this Agreement.

6.2 Privacy Policy

Customer's use of the Service is subject to the Privacy Policy available at maturityhr.com/privacy.

6.3 Data Location

Customer Data is stored in EU data centers (Supabase, AWS eu-west-1 region in Ireland) in accordance with GDPR requirements.

6.4 Data Security

evaluoi.ai Oy Ltd implements industry-standard security measures including:

• Encryption at rest (AES-256)
• Encryption in transit (TLS 1.3)
• Regular security audits
• Access controls and authentication
• Automated backups (retained for 90 days)

6.5 Data Retention

• Active data: Stored for duration of subscription
• Deleted accounts: Data anonymized/deleted within 30 days
• Backups: Retained for 90 days

6.6 Security Incident Notification

In the event of a data breach affecting Customer Data, we will:

• Notify Customer without undue delay and within 72 hours of becoming aware
• Provide details of: nature of breach, affected data, potential consequences, mitigation measures taken
• Cooperate with Customer's breach response obligations

Customer remains responsible for notifying affected data subjects as required by applicable law.

7. Limitation of Liability

7.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. evaluoi.ai Oy Ltd's total liability for any claims arising from this Agreement shall not exceed the amount paid by Customer in the 12 months preceding the claim.
2. evaluoi.ai Oy Ltd shall not be liable for: indirect, incidental, special, consequential, or punitive damages; loss of profits, revenue, data, or business opportunities; or cost of substitute services.

7.3 Exceptions

Limitations do not apply to:

• Gross negligence or willful misconduct
• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Violations of data protection laws

8. Assessment Results and Recommendations

8.1 No Professional Advice

Maturity scores, tension analyses, and other outputs of the Service are for informational purposes only and do not constitute professional HR, legal, or business advice.

8.2 Customer Responsibility

Customer is solely responsible for:

• Validating assessment results before use
• Decisions made based on assessment results
• Ensuring development actions comply with applicable laws and professional standards
• Obtaining appropriate professional consultation when needed

8.3 No Accuracy Guarantee

We do not warrant that assessment results are accurate, complete, reliable, or suitable for Customer's specific purposes.

8.4 Prohibited Uses

Customer shall not use Service outputs for:

• Employment decisions without human review
• Automated decision-making affecting legal rights
• Any use prohibited by applicable regulations

9. Service Level

9.1 Best Effort Service

The Service is provided on a commercially reasonable efforts basis. We utilize third-party infrastructure providers and our availability is dependent on their performance.

9.2 No Uptime Guarantees

We do not guarantee specific uptime percentages or service availability. The Service may be unavailable due to:

• Infrastructure provider outages or maintenance
• Scheduled maintenance (we aim to provide 48h notice)
• Security incidents or necessary updates
• Force majeure events

9.3 Service Monitoring

We monitor service health and work to resolve disruptions promptly.

9.4 No Compensation for Downtime

Service interruptions do not entitle Customer to refunds, credits, or liability claims beyond Section 7 limitations.

10. Confidentiality

10.1 Confidential Information

Each party agrees to keep confidential all non-public information received from the other party, including:

• Business operations and strategies
• Technical information and trade secrets
• Customer Data
• Pricing and contract terms

10.2 Exceptions

Confidential information excludes information that:

• Is publicly available through no breach of this Agreement
• Was known prior to disclosure
• Is independently developed
• Must be disclosed by law

10.3 Duration

Confidentiality obligations survive for 3 years after Agreement termination.

11. Amendments

11.1 Right to Modify

evaluoi.ai Oy Ltd may modify these Terms by providing 30 days' written notice to Customer. Modifications affecting pricing require 60 days' notice.

11.2 Acceptance

Continued use of the Service after the notice period constitutes acceptance of modifications. If Customer does not accept modifications, Customer may terminate within the notice period without penalty.

12. Termination

12.1 Termination by Customer

Customer may terminate at any time with effect at the end of the current billing period. No refunds for partial periods.

12.2 Termination by Service Provider

evaluoi.ai Oy Ltd may terminate immediately if Customer:

• Breaches material terms and fails to cure within 14 days of notice
• Uses the Service for illegal purposes
• Fails to pay undisputed invoices within 30 days

12.3 Effect of Termination

Upon termination:

• Customer's access to the Service is revoked
• Customer Data is retained for 30 days for data export
• All outstanding fees become immediately due
• Licenses granted under this Agreement terminate

12.4 Data Export

Customer may request data export in standard format within 30 days of termination.

13. Force Majeure

Neither party shall be liable for failure to perform due to causes beyond reasonable control, including:

• Natural disasters
• War, terrorism, civil unrest
• Government actions or regulations
• Internet or telecommunications failures
• Pandemics or public health emergencies

The affected party must notify the other party promptly. If force majeure continues for more than 60 days, either party may terminate without penalty.

14. Governing Law and Disputes

14.1 Governing Law

This Agreement is governed by the laws of Finland, excluding conflict of law provisions.

14.2 Jurisdiction

Any disputes shall be resolved in the District Court of Helsinki (Helsingin käräjäoikeus).

14.3 Dispute Resolution

Parties agree to attempt good faith negotiation for 30 days before initiating legal proceedings.

15. Contact Information

evaluoi.ai Oy Ltd
Email: hello@evaluoi.ai

16. Acceptance

By subscribing to the Service, Customer acknowledges having read, understood, and agreed to be bound by these Terms of Service and Subscription Agreement.

For questions or clarifications regarding these Terms, please contact hello@evaluoi.ai.