Complir ApS

Fiolstræde 30 3, 1171, Copenhagen, Denmark

VAT: DK 44942003

1. Agreement

These Terms and Conditions outline the terms under which Complir ApS licenses its platform and services.

The full agreement consists of these Terms and Conditions and any additional agreements explicitly entered into between the Parties. The Agreement becomes binding once both Parties have signed it or otherwise confirmed it in writing.

If you use the platform under a free license, your access and use are exclusively governed by these Terms and Conditions.

In cases where conflicts arise or ambiguities exist between these Terms and a written agreement, the terms of the written agreement shall take precedence.

Any specific terms requested by you or your organization will only apply if Complir ApS has explicitly agreed to them in writing.

2. Definitions

• Agreement: The agreement between the Licensor and the Licensee, as outlined in the written agreement and these Terms and Conditions.

• Licensor: Complir ApS.

• Licensee: The legal entity or organization entering into an Agreement with the Licensor for the use of the Platform.

• Parties: The Licensor and the Licensee collectively.

• User: Individuals authorized by the Licensee to access and use the Platform.

• Platform: The Complir platform, including AI tools, dashboards, APIs, and other related services.

• 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 Agreement.

• 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 and Conditions.

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 authorized by the Licensee, within the scope of the Agreement, and solely for the Licensee’s internal business purposes.

3.1.4 Free access to the Platform, if applicable, is subject to these Terms and is limited in scope as defined by the Licensor.

3.2 Compatibility

3.2.1 The Licensee is responsible for ensuring that they have the appropriate browser software installed to access and use the Platform. The Licensee acknowledges that the performance and functionality of the Platform may be influenced by their 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 will have the ability to invite additional Users within the agreed limits.

3.3.3 The Licensee is responsible for ensuring that only authorized 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 organization.

3.3.4 The Licensee is entitled to create User accounts up to the agreed number specified in the Agreement. If additional User accounts are required beyond this agreed limit, the Parties must negotiate an updated agreement, which may include an adjustment to the Licensing Fee.

3.3.5 The Licensing Fee is based on a flat rate and does not vary with the number of Users, provided the number of User accounts remains within the agreed limit. Creating User accounts significantly exceeding the agreed limit without prior approval may result in the Licensor reviewing and proposing an updated fee structure.

3.3.6 The Licensee is responsible for monitoring the number of active User accounts and notifying the Licensor of any need for adjustments to the agreed limit.

3.4 Compliance with the Terms of Service

3.4.1 The Licensee is responsible for ensuring that all Users are informed of and comply with these Terms of Service. The Licensee must take necessary measures to address and correct any User non-compliance.

4. Licensing Fee

4.1 Payment

4.1.1 The Licensing Fee, as specified in the Agreement, is payable within 14 days of the invoice date unless otherwise stated in the invoice.

4.1.2 Late payments may result in suspension of access to the Platform. Interest will be charged in accordance with applicable laws, 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.

4.2 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.

4.3 Free Access

4.3.1 If the Licensee uses the Platform under a free license, the Licensor may terminate access at any time without prior notice.

4.3.2 Any data submitted during free access will no longer be accessible once access is terminated unless otherwise specified in the Privacy Policy.

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 mechanisms implemented in the Platform.

5.1.5 The Licensee is prohibited from using information or data from the Platform to engage in competing commercial activities against 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 comply with third-party intellectual property rights and applicable laws.

5.2.3 The Licensee is responsible for removing any material uploaded to the Platform that infringes third-party rights or violates laws.

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 this 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 minimize 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.

7. Support

7.1 Availability of Support

7.1.1 The Licensee is entitled to support via email at support@complir.io or by phone at +45 30 28 64 60 during the Licensor’s regular business hours.

7.2 Response Times

7.2.1 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.

7.3 Service Disclaimer

7.3.1 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.

8. Liability

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.

9. Force Majeure

9.1 Exemption from Liability

9.1.1 Neither Party shall be held liable for any delay or failure to fulfill 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, labor 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.

10. Term and Termination

10.1 The Agreement remains in effect for the specified Licensing Period and renews automatically unless terminated by either Party with at least 30 days’ written notice before renewal.

10.2 The Licensor may terminate the Agreement immediately if the Licensee materially breaches these Terms, including unauthorized use of the Platform, non-payment, or non-compliance.

10.3 Either Party may terminate the Agreement without cause with 30 days’ written notice before the end of the Licensing Period.

10.4 Termination notices must be sent in writing to support@complir.io.

11. Rights

11.1 Transfer

11.1.1 The rights and obligations under this 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 reorganization, 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 Ownership of Data and Outputs

11.2.1 The Licensor does not claim ownership of Input or Output entered or generated by the Licensee through the Platform.

11.2.2 The Licensor may use anonymized and aggregated Input and Output for analytics, product improvement, or research purposes, provided such use does not identify the Licensee, its Users, or any individual.

11.2.3 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 authorized employees or contractors and treated confidentially.

11.3 Intellectual Property

11.3.1 All intellectual property rights to the Platform, including software, design, and features, are owned by the Licensor or its licensors.

11.3.2 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.

12. Amendment of the Terms of Service

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.

13. Data Processing

13.1 The Licensor processes Personal Data in compliance with EU data protection laws, including GDPR.

13.2 Personal Data is processed only to fulfill the obligations under this Agreement, such as providing Platform access and related services.

13.3 The Licensor may use third-party processors bound by agreements to ensure GDPR compliance.

13.4 The Licensee has rights under GDPR, including access, correction, and deletion of Personal Data, as outlined in the Privacy Policy.

14. Governing Law and Dispute Resolution

14.1 This Agreement is governed by the laws of Denmark.

14.2 The Parties will attempt to resolve disputes amicably through good faith negotiations.

14.3 If a resolution cannot be reached, disputes will first be referred to mediation under the rules of the Danish Institute of Arbitration (mediationsinstituttet.dk).

14.4 Mediation does not prevent either Party from seeking temporary legal remedies, such as injunctions, to protect their rights.

14.5 If mediation fails, disputes will be settled exclusively by the Danish courts.