Terms and Conditions
Last updated: April 28, 2026
Customer before May 1, 2026? View the previous Terms.Complir ApS
Flæsketorvet 68, 1, 1711, Copenhagen, Denmark
VAT: DK 44942003
1. Agreement
1.1 These Terms and Conditions ("Terms") outline the terms under which Complir ApS licenses its platform and services.
1.2 The full agreement consists of these Terms, the Order Form signed by the Parties, the Data Processing Agreement ("DPA") and the Privacy Policy. The Agreement becomes binding once both Parties have signed the Order Form or otherwise confirmed it in writing.
1.3 If the Licensor grants the Licensee trial or evaluation access to the Platform without an Order Form, that access is limited in scope and duration as defined by the Licensor and may be terminated at any time without prior notice. Such access is governed exclusively by these Terms. Data submitted during a trial or evaluation may not be retained once access ends, unless otherwise specified in the Privacy Policy.
1.4 In cases where conflicts arise or ambiguities exist between these Terms and a written agreement, the terms of the written agreement take precedence.
1.5 Any specific terms requested by the Licensee or its organisation only apply if Complir ApS has explicitly agreed to them in writing.
1.6 The Order Form signed by the Parties governs the commercial terms of the Agreement (services, fees, currency, payment terms, commitment term, renewal term and notice period). In the event of conflict between the Order Form and these Terms, the Order Form prevails.
2. Definitions
Agreement: The Order Form, these Terms, the DPA and the Privacy Policy.
Licensor: Complir ApS.
Licensee: The legal entity or organisation entering into an Agreement with the Licensor for the use of the Platform.
Parties: The Licensor and the Licensee collectively.
User: Individuals authorised by the Licensee to access and use the Platform.
Platform: The Complir platform, including AI tools, dashboards, APIs, exports and other related services.
Order Form: The document signed by both Parties identifying the licensed services, SKU volumes, fees, currency, payment terms, commitment term, renewal term, notice period and any special conditions.
SKU: A stock-keeping unit registered on the Platform. Recurring fees are calculated based on the number and type of SKUs (manufacturer SKUs and distributor SKUs) as set out in the Order Form.
Input: Any data, files, documents or other content submitted or uploaded to the Platform by the Licensee or Users.
Output: Results, insights or other content generated by the Platform based on Input.
Licensing Fee: The ongoing payment made by the Licensee to the Licensor for access to the Platform.
Licensing Period: The period during which the Licensee has purchased access to the Platform, as specified in the Order Form.
Usage Rights: The rights granted to the Licensee to use the Platform under the Agreement.
3. Use of the Platform
3.1 Scope of Usage Rights
3.1.1 Upon entering into the Agreement and paying the Licensing Fee, the Licensee acquires a non-exclusive, non-transferable and revocable right to use the Platform in accordance with these Terms.
3.1.2 The Licensor reserves the right to monitor the Licensee's use of the Platform to ensure compliance with the Agreement, including conducting usage audits.
3.1.3 Users may only use the Platform as authorised by the Licensee, within the scope of the Agreement, and solely for the Licensee's internal business purposes.
3.2 Compatibility
3.2.1 The Licensee is responsible for ensuring that they have appropriate browser software installed to access and use the Platform. The performance and functionality of the Platform may be influenced by the Licensee's choice of browser software and the quality of their internet connection.
3.3 User Access
3.3.1 User access is personal and non-transferable. Each User must use their own unique credentials, which may not be shared or used by anyone else.
3.3.2 Upon entering into the Agreement, the Licensee will receive an invitation to create an administrative User account (the "Administrator"). The Administrator may invite additional Users.
3.3.3 The Licensee is responsible for ensuring that only authorised Users have access to the Platform and for managing User accounts, including revoking access when a User no longer requires it or is no longer associated with the Licensee's organisation.
3.3.4 The Licensee may create an unlimited number of User accounts at no additional cost. Recurring fees are not based on User counts; they are based on SKU volumes as set out in the Order Form.
SKU usage is measured as a rolling 90-day average of active SKUs on the Platform, calculated monthly. SKU counts include all SKUs that have been registered on the Platform during the current Licensing Period, regardless of their current status (active, archived, completed or otherwise). If the average exceeds the SKU volume agreed in the Order Form by more than 10% in two consecutive monthly measurements, this constitutes a material overage.
In the event of a material overage, the Licensor will notify the Licensee in writing. The Licensee shall accept an amended Order Form with adjusted SKU volume and corresponding fees within 30 days of such notice.
Adjusted fees resulting from a material overage take effect from the start of the next Licensing Period and are not invoiced retroactively. The per-SKU price upon adjustment shall be pro rata to the existing per-SKU price in the Order Form.
3.4 Compliance with the Terms
3.4.1 The Licensee is responsible for ensuring that all Users are informed of and comply with these Terms. The Licensee must take necessary measures to address and correct any User non-compliance.
4. Licensing Fee
4.1 Payment
4.1.1 All fees, the applicable currency, the invoicing cadence and the payment terms are set out in the Order Form. Recurring platform fees are invoiced annually in advance. Pilots and other one-off fees are invoiced in full upon commencement, unless the Order Form provides otherwise.
4.1.2 Late payments may result in suspension of access to the Platform. Interest will be charged in accordance with applicable law, including the EU Late Payment Directive (2011/7/EU) where relevant.
4.1.3 Failure to pay on time constitutes a breach of contract and does not entitle the Licensee to any refund claims.
4.1.4 Disputed amounts must be notified by the Licensee in writing at least one month before the due date. Undisputed amounts must be paid on time regardless of any dispute.
4.2 Changes to Licensing Fees
4.2.1 The Licensor reserves the right to adjust the Licensing Fee with at least 30 days' written notice before the next Licensing Period, subject to the price indexation mechanism in Section 4.3.
4.3 Price Indexation
4.3.1 Recurring fees set out in the Order Form are fixed for the duration of the initial commitment term.
4.3.2 From the first renewal onwards, the Licensor may adjust the recurring fees once per renewal period by no more than the change in the Danish Net Price Index (Nettoprisindeks) published by Statistics Denmark (Danmarks Statistik) for the preceding 12-month period. If the index has decreased or remained unchanged, fees remain unchanged.
4.3.3 The Licensor will notify the Licensee in writing of any indexation at least 30 days before the start of the relevant renewal period.
4.3.4 Adjustments outside this indexation mechanism, including new pricing tiers or material scope changes, only apply if expressly agreed in writing in a renewed or amended Order Form signed by both Parties.
5. Restrictions on Use
5.1 Licensor's Rights
5.1.1 The Licensor, or third parties from whom the Licensor derives rights, hold all intellectual property rights to the Platform.
5.1.2 The Licensee and Users are prohibited from obtaining or attempting to access the source code of the Platform. This includes any form of reverse engineering, decompiling or deobfuscating, in whole or in part.
5.1.3 The Licensee may not alter, distribute or replicate any part of the Platform without prior written consent from the Licensor.
5.1.4 The Licensee must not breach any security mechanism implemented in the Platform.
5.1.5 The Licensee is prohibited from using information or data from the Platform to engage in commercial activities competing with the Licensor.
5.2 Third-Party Rights and Legal Compliance
5.2.1 The Licensor does not claim ownership over third-party data integrated into the Platform, where applicable.
5.2.2 The Licensee must ensure that any data, documents or other content submitted to the Platform complies with third-party intellectual property rights and applicable law.
5.2.3 The Licensee is responsible for removing any material uploaded to the Platform that infringes third-party rights or violates law.
5.2.4 If the Licensor identifies illegal or harmful material submitted by the Licensee, the Licensor reserves the right to remove such material or temporarily suspend access.
5.3 Breach of Restrictions
5.3.1 Any violation of these restrictions by the Licensee or Users will be considered a material breach of the Agreement and may result in immediate termination of access to the Platform.
6. Updates and Maintenance
6.1 Continuous Development
6.1.1 The Licensee acknowledges that the Platform is subject to continuous development and that updates, enhancements or modifications may be implemented at the Licensor's discretion without prior notice. Such updates do not constitute a breach of the Agreement.
6.2 Timing of Updates
6.2.1 The Licensor will endeavour to schedule updates during periods of low usage where feasible and may provide notice of significant updates to minimise disruption to the Licensee.
6.3 Impact of Updates
6.3.1 Updates or modifications may alter or enhance features of the Platform. These changes do not entitle the Licensee to terminate the Agreement or seek compensation for any perceived loss or inconvenience.
6.3.2 Updates and modifications shall not materially degrade the overall service level of the Platform.
7. Support and Service Levels
7.1 Response Times
7.1.1 The Licensor strives to address support inquiries promptly. Response times may vary depending on the complexity of the issue. If immediate assistance cannot be provided, the Licensee will receive an estimated resolution time.
7.2 Service Disclaimer
7.2.1 The Platform is licensed on an "as-is" basis, and while the Licensor continuously monitors the Platform, no guarantees are provided regarding the absence of errors, interruptions or other inconveniences. The Licensor is not responsible for inaccuracies stemming from external data sources or changes made to such sources.
7.3 Service Levels
7.3.1 The Platform is generally available 24 hours a day, 7 days a week, excluding planned maintenance windows and circumstances beyond the Licensor's reasonable control.
7.3.2 Standard support is available on Danish business days from 09:00 to 17:00 CET via email at support@complir.io and the agreed in-app channels. Critical bugs are responded to within 48 business hours.
7.3.3 The Licensor maintains automated daily backups of Licensee data and uses point-in-time recovery procedures designed to restore data with minimal loss in the event of a system failure. The specific backup schedule, retention and recovery objectives are described in the Data Processing Agreement.
7.3.4 Unscheduled downtime that prevents the Licensee from accessing the Platform for more than 48 consecutive hours, excluding planned maintenance and force majeure events, is a "Material Service Failure" and a ground for immediate termination under Section 10.
8. Liability and Indemnification
8.1 The Licensor is not liable for indirect or consequential damages, including loss of revenue, data or business opportunities.
8.2 The Licensor's total liability is limited to the Licensing Fees paid by the Licensee in the 12 months preceding the claim.
8.3 The Platform supports compliance processes through software and automation. The Licensor does not provide legal advice and does not guarantee compliance outcomes.
8.4 The Licensee is solely responsible for verifying product compliance, ensuring the accuracy of uploaded data and making any final legal or regulatory determinations.
8.5 The Licensee shall indemnify and hold the Licensor harmless from any third-party claims, penalties or damages arising from the Licensee's use of the Platform, including reliance on Outputs or recommendations generated by the Platform.
9. Force Majeure
9.1 Exemption from Liability
9.1.1 Neither Party shall be held liable for any delay or failure to fulfil their obligations under the Agreement, except for payment obligations, if such delay or failure is caused by circumstances beyond their reasonable control (Force Majeure).
9.2 Definition of Force Majeure
9.2.1 Force Majeure includes, but is not limited to, natural disasters (e.g., earthquakes, floods, tornadoes), pandemics, war, terrorism, civil unrest, labour disputes (e.g., strikes, lockouts), governmental actions, disruptions to telecommunications or internet services, cyber-attacks (e.g., ransomware, phishing, supply chain attacks), or any other events that were unforeseeable at the time of entering into the Agreement.
9.3 Mitigation Efforts
9.3.1 The affected Party must take commercially reasonable efforts to mitigate the impact of the Force Majeure event and resume performance as soon as possible.
9.4 Prolonged Force Majeure
9.4.1 If the Force Majeure event prevents substantial performance of the Agreement for more than 30 days, either Party may terminate the Agreement with written notice, without incurring liability for damages.
9.5 Backup and Recovery Responsibility
9.5.1 Force Majeure does not relieve the Licensor of its obligation to maintain commercially reasonable backup and disaster recovery procedures. Loss of Licensee data caused by the Licensor's failure to maintain such procedures is not excused by Force Majeure.
10. Term and Termination
10.1 The Agreement commences on the Effective Date set out in the Order Form and continues for the commitment term stated there. It then renews automatically for successive renewal periods of the length stated in the Order Form, unless either Party gives written notice of termination within the notice period stated in the Order Form.
10.2 The Licensor may terminate the Agreement immediately if the Licensee materially breaches these Terms, including unauthorised use of the Platform, non-payment or non-compliance.
10.3 Either Party may terminate the Agreement with immediate effect by written notice if:
(a) the other Party commits a material breach and fails to remedy it within 30 days after written notice (or 5 days in the case of non-payment);
(b) the other Party becomes insolvent, enters liquidation, applies for suspension of payments or is otherwise unable to meet its financial obligations as they fall due; or
(c) a Material Service Failure occurs as defined in Section 7.3.4.
10.4 Termination notices must be sent in writing to support@complir.io.
10.5 Termination does not affect any obligations accrued before the termination date, including the Licensee's obligation to pay all fees due for the then-current Licensing Period. Provisions intended to survive termination, including those on confidentiality, intellectual property, data, limitation of liability, data export and governing law, remain in effect.
10.6 Upon written request, the Licensor will deliver a complete export of the Licensee's data within 30 days, in commonly used machine-readable formats: CSV for structured data and PDF or ZIP for documents and files.
10.7 Following termination the Licensee retains read access to the Platform for 30 days, solely for the purpose of retrieving or validating exported data. Functionality may be limited during this period, but data availability is maintained. The Licensor will not delete the Licensee's data until the data export has been delivered, unless required by law.
10.8 If the Licensor ceases operations, enters liquidation or is otherwise unable to provide the Platform, all future payment obligations of the Licensee are automatically waived.
11. Rights and Ownership
11.1 Transfer
11.1.1 The rights and obligations under the Agreement may not be transferred to third parties without the prior written consent of the other Party. However, the Licensor may transfer its rights and obligations in connection with a business reorganisation, merger or similar event without requiring the Licensee's consent, provided this complies with applicable Danish law. The Licensor will notify the Licensee of such transfers.
11.2 Change of Control and Continuity
11.2.1 In the event of a change of control, sale, merger or transfer of ownership of either Party, the Agreement remains in force for the remainder of its current term. The acquiring entity automatically assumes all rights and obligations under the Agreement for the remaining contract period.
11.2.2 Existing prices, service levels and included functionality continue unchanged for the remainder of the current term and may not be altered solely due to a change of ownership or corporate structure. This does not limit general product improvements that apply to all customers.
11.3 Ownership of Data and Outputs
11.3.1 The Licensor does not claim ownership of Input or Output entered or generated by the Licensee through the Platform.
11.3.2 The Licensor may use anonymised and aggregated Input and Output for analytics, product improvement or research, provided such use does not identify the Licensee, its Users or any individual.
11.3.3 Access to Input and Output by the Licensor is limited to purposes necessary for support, maintenance, security or product improvement. Such access will be restricted to authorised employees or contractors and treated confidentially.
11.4 Intellectual Property
11.4.1 All intellectual property rights to the Platform, including software, design, algorithms and features, are owned by the Licensor or its licensors.
11.4.2 The Licensee is granted a non-exclusive, non-transferable license to use the Platform in accordance with the Agreement. The Licensee may not modify, reverse-engineer or create derivative works based on the Platform without the Licensor's prior written consent.
11.4.3 Any configurations or integrations created by the Licensor remain the property of the Licensor unless otherwise agreed in writing in the Order Form.
12. Amendment of these Terms
12.1 The Licensor may amend these Terms at any time. Changes take effect 30 days after notice unless stated otherwise.
12.2 If the Licensee objects to the changes, they must notify the Licensor in writing within 14 days. Failure to object means acceptance of the changes.
12.3 If the Licensee objects, the Licensor may terminate the Agreement with notice as outlined in Section 10.
12.4 Amendments to these Terms do not modify or override the Order Form. Changes to commercial terms only apply if expressly agreed in writing in a renewed or amended Order Form signed by both Parties.
13. Confidentiality
13.1 Each Party will treat all non-public information received from the other Party as confidential and will not disclose it to third parties or use it for any purpose other than performing the Agreement, unless required by law or with prior written consent.
13.2 Each Party is responsible for ensuring that its employees, contractors and advisors comply with the same confidentiality obligations.
13.3 These obligations survive for three (3) years after termination of the Agreement.
13.4 The Order Form, including its commercial terms, pricing and payment conditions, is confidential and may not be disclosed to any third party without the other Party's prior written consent, except as required by law, court order or regulatory authority.
14. Data Processing
14.1 The Licensor processes Personal Data in compliance with EU data protection laws, including GDPR.
14.2 Personal Data is processed only to fulfil the obligations under the Agreement, such as providing Platform access and related services.
14.3 The Licensor may use third-party processors bound by agreements to ensure GDPR compliance.
14.4 The Licensee has rights under GDPR, including access, correction and deletion of Personal Data, as outlined in the Privacy Policy.
15. Marketing and Communication
15.1 The Licensee grants the Licensor a limited, non-exclusive right to use the Licensee's name and logo to indicate the relationship between the Parties on the Licensor's website, presentations and investor materials.
15.2 Public statements, case studies and press releases mentioning the Licensee require the Licensee's prior written approval, which will not be unreasonably withheld or delayed.
15.3 The Licensee may withdraw the right under 15.1 at any time by written notice. The Licensor will then remove the Licensee's name and logo from new materials within a reasonable timeframe.
15.4 Both Parties will communicate professionally and accurately about the cooperation and will not make misleading or defamatory statements about the other.
16. Non-Exclusivity and Independent Contractor
16.1 Nothing in the Agreement creates an exclusive relationship between the Parties. The Licensor remains free to provide its services and Platform to other companies, including in the same industry as the Licensee.
16.2 The Parties act as independent contractors. Neither Party has the authority to bind or commit the other and neither may hold itself out as the other's agent, employee, partner or joint venturer.
17. Governing Law and Dispute Resolution
17.1 The Agreement is governed by the laws of Denmark.
17.2 The Parties will attempt to resolve disputes amicably through good faith negotiations.
17.3 If a resolution cannot be reached, disputes will first be referred to mediation under the rules of the Danish Institute of Arbitration (mediationsinstituttet.dk).
17.4 Mediation does not prevent either Party from seeking temporary legal remedies, such as injunctions, to protect their rights.
17.5 If mediation fails, disputes will be settled exclusively by the City Court of Copenhagen (Københavns Byret).