Terms and conditions for companies
Parties to the Agreement
Why and You Prosper Oy, Business ID 3505416-4, Asemakatu 4, 76100 Pieksämäki, Finland (“Prospr”), provides a service (“Service”) through which companies can implement performance-based influencer and affiliate marketing collaborations as well as traditional influencer collaborations.
The company registered as a business user on the Prospr platform (“You”, “Client”).
By using the Service, you accept these Terms and Conditions.
1. Purpose of the Terms
The purpose of these Terms is to define the conditions under which the Client uses the technology platform provided by Prospr for implementing performance-based influencer and affiliate marketing collaborations as well as traditional influencer collaborations.
Prospr provides the Client with a technology platform through which the Client can:
- Create and manage programmes
- Find and collaborate with influencers
- Utilise Prospr’s recommendation system, which suggests suitable influencers for programmes
- Track programme results and performance
Prospr acts as a neutral technology platform that enables collaboration between the parties, but does not participate in the execution of programmes, content creation, or commercial decision-making.
2. Prospr’s Role
Prospr acts solely as a technology platform.
Prospr is not a marketing agency, reseller, employer, principal, or agent, and is not a party to agreements between the Client and influencers.
Prospr provides a platform through which the Client and an influencer can agree on the terms of a programme. The Client may attach to their programme a document describing the obligations of influencers applying to join the programme; the Prospr platform will require the influencer to accept the programme terms before applying. In addition, Prospr requires that influencers comply with Prospr’s general influencer terms and conditions, available at https://prosprapp.com/legal/.
The Client is responsible for:
- The content, terms, and lawfulness of programmes
- The correct use of its brand, materials, and trademarks
- Providing influencers with guidance to the extent that they need it in relation to the Client’s programmes
- The commercial terms agreed with influencers
2.1 No Employment or Agency Relationship
Nothing in these Terms constitutes or is intended to constitute an employment relationship, agency relationship, representation relationship, franchise relationship, or other comparable legal relationship between Prospr and the Client, between Prospr and influencers, or between the Client and influencers. Prospr has no managerial or supervisory authority over influencers.
3. Programmes and Tracking
The Client defines, on a programme-by-programme basis, the fee model according to which influencers are compensated. The tracking data provided by Prospr is used for reporting and calculating fees. Prospr’s tracking data serves as the primary and binding source for determining programme results, events, and fees.
Fraudulent activity and manipulation of the system is prohibited. This includes all actions that manipulate clicks or events, such as the use of automated tools, bots, or scripts; falsifying visits; and deliberately concealing visits by bypassing tracking mechanisms. Invalid traffic also includes traffic that seeks to disrupt or prevent the functioning of the Service, or to gain unauthorised access to the Service.
3.1 Liability for Influencer Activity
Prospr is not responsible for the actions, content, or breaches of contract by influencers. Prospr is not responsible for damages caused to third parties. The Client agrees not to instruct or encourage influencers to act in breach of any applicable laws, good morals, or regulatory requirements. The Client is responsible for ensuring that its instructions and marketing activities are lawful.
3.2 Email Marketing
The Client may permit influencers to carry out email marketing within its programmes only if the recipients have given valid consent (opt-in) to receive marketing communications. It is the Client’s responsibility to ensure that email marketing complies with applicable legislation, including the GDPR, and in Finland, the Act on Electronic Communications Services (Laki sähköisen viestinnän palveluista).
3.3 Tracking Data
Prospr does not guarantee the complete accuracy of tracking data. Factors such as third-party services used on the Client’s web service, ad blockers, network disruptions, and browser privacy settings and restrictions may limit the recording of Events, and Prospr is not responsible for any deficiencies in tracking data arising from these factors.
Where the compensation model for the Client’s programme is based on conversions that occur in the Client’s system or on the Client’s website, the Client is obliged to ensure that every Event which the Client’s system identifies as being related to a Prospr affiliate link is transmitted to Prospr’s system without delay.
4. Payments and Fees
The Client undertakes to pay:
- Compensation to influencers in accordance with the terms of the programmes, through the Prospr platform.
- A platform fee to Prospr in accordance with Prospr’s price list, calculated on the total net amount of compensation paid to influencers (exclusive of VAT). The applicable platform fee is determined in accordance with Prospr’s current price list, available at prosprapp.com. Prospr reserves the right to revise the platform pricing model with 60 days’ notice.
All fees referred to in these Terms are subject to the applicable rate of value added tax and any other statutory charges.
5. Payment Processing and Invoicing
Prospr acts solely as a technical payment intermediary and reporting system. Prospr will not pass compensation on to influencers until the Client has paid the corresponding programme or collaboration fees and the platform fee in full into Prospr’s account. Prospr is not responsible for influencers’ taxes, social security contributions, or other statutory obligations.
The invoicing process between Prospr and the Client is as follows:
At the end of each calendar month, the Client shall review the programme results for preceding months on the Prospr platform and, using the platform’s functions, submit any reasoned objections within 30 days. After 30 days, Prospr has the right either to consider any unreviewed results from preceding months as approved, or to invoice the Client a late fee equal to 5% of the total commissions for programme results that were not reviewed by the deadline.
Following approval or deemed approval of the report, Prospr will issue an invoice to the Client. The payment term is fourteen (14) days net from the date of the invoice.
Prospr is not obliged to pay influencers their compensation until the Client has made the corresponding payment in full to Prospr.
6. Data Protection (GDPR)
The parties undertake to comply with the applicable data protection legislation in force at any given time, including the EU General Data Protection Regulation (GDPR).
Each party acts as an independent data controller in respect of its own processing of personal data. Prospr processes personal data for the purposes of providing its service, in accordance with Prospr’s then-current privacy policy.
If the collaboration between the parties requires the processing of personal data such that one party acts as the data controller and the other as the data processor, the parties undertake to enter into a separate Data Processing Agreement (DPA) before processing commences.
7. Intellectual Property Rights and References
The Client retains all rights to its own brand, logos, and materials.
The Client grants Prospr the right to use the Client’s name and logo as a reference and in marketing communications. The Client may withdraw this right by notifying Prospr’s customer service by email.
Prospr grants the Client the right to use Prospr’s name and logo as a reference and in marketing communications. Prospr may withdraw this right by notifying the Client by email.
8. Limitation of Liability
Prospr provides the service on an “as is” basis.
Prospr is not liable for:
- The commercial results of programmes
- Loss of revenue or profit
- Disputes between the Client and influencers
- Damages arising from temporary outages, maintenance work, or technical disruptions
- Outages arising from the actions of third parties (such as web hosting services)
- Damages arising from force majeure events, such as natural disasters, war, regulatory orders, or other events beyond the parties’ control
- Loss or destruction of data
- Errors in the service; Prospr does not guarantee uninterrupted or error-free operation of the service
Prospr’s total liability for all direct damages arising in connection with these Terms is limited to the amount paid to Prospr by the relevant contracting party under these Terms during the six (6) months preceding the event that caused the damage. Prospr is not liable for indirect or consequential damages.
The Client undertakes to reimburse Prospr for reasonable legal and court costs incurred should a third party bring a claim against Prospr arising directly from the Client’s breach of its obligations under these Terms.
9. Duration and Termination
These Terms are valid until further notice. Either party may terminate the agreement with 14 days’ notice. Termination must be submitted in writing.
Prospr may update these Terms by notifying the Client by email 60 days before the new terms take effect. The Client has the right to terminate the agreement if it does not accept the new terms.
9a. Prohibition on Off-Platform Collaboration
The Client commits not to engage in collaboration outside the Prospr platform with any influencers that it has come to know through the platform, or with whom it has collaborated through the platform. This prohibition applies for the duration of the agreement and for 12 months after its termination. In the event of a breach of this provision, the Client shall be obliged to pay Prospr a contractual penalty of €3,000 or an amount equal to Prospr’s estimated lost platform fee, whichever is higher. The contractual penalty shall be paid separately for each influencer in respect of whom the contractual term has been breached.
10. Applicable Law and Other Terms
These Terms are governed by the laws of Finland.
Any disputes shall be resolved primarily through negotiation and, as a final recourse, before the Helsinki District Court.
By accepting this agreement, you also agree to Prospr’s Privacy Policy, available at https://prosprapp.com/legal.
Why And You Prosper Oy / Prospr Last updated: April 15th 2026
