Terms of Use
These Terms of Use (the “Agreement”) including their appendices and the Data Processing Addendum, set out the entire agreement which governs the contractual relationship between Complydo Solutions GmbH (“ComplyDo”) and the entity on whose behalf this Agreement is accepted (“Customer”) (each individually, a “Party” and together the “Parties”). By accepting this Agreement electronically through ComplyDo’s website, the person accepting confirms that they are authorized to bind Customer and that Customer is an entrepreneur within the meaning of Section 14 BGB, a legal entity under public law or a special fund under public law. Consumers within the meaning of Section 13 BGB are excluded.
Definitions are set out in Appendix A to this Agreement.
1. Scope of the Agreement
a) This Agreement governs the use of the Tool and Services (as defined below) as agreed in the Order Form during the Term, for which Customer shall pay the agreed Fees. Any terms and conditions provided by Customer shall not become part of the contract even if ComplyDo does not expressly object to their inclusion in the respective contractual relationship. Terms and conditions of Customer are binding only upon express written consent by ComplyDo.
b) ComplyDo provides a proprietary AI-powered software as a service platform that helps to automate governance, risk, and compliance workflows (the “Tool”).
c) ComplyDo offers, if so requested by Customer, additional professional services such as implementation, consulting and/or customization services related to the provision of the Tool (“Professional Services”, together with the Tool the “Services”).
2. Access and Right to Use the Tool
a) ComplyDo grants Customer a royalty-free (subject to payment of the Fees), nonexclusive, non-transferable and non-sublicensable right to use the Tool as set forth in each Order Form, for the term of the subscription and solely in accordance with all applicable Documentation and this Agreement, including any limitations and restrictions set forth on each applicable Order Form (together, the “Subscription”).
b) Customer's right to use the Tool under this Agreement does not grant any exploitation rights, in particular but not limited to any right of reproduction, right of distribution, right of exhibition, right of recitation, performance, and presentation, right of making works available to the public, right of broadcasting or any right of adaptations and transformations under any applicable copyright laws.
3. ComplyDo’s Obligations
a) ComplyDo is responsible for providing the Tool in accordance with and subject to the terms of this Agreement, the Order Form and Documentation. Use of the Tool requires ComplyDo to store and process Customer Data.
b) Subject to Customer’s payment of all applicable Fees, ComplyDo will provide support, maintenance, and uptime in accordance with the support package outlined on the applicable Order Form (if any) and Appendix B. Customer will send any support requests to ComplyDo via email to: support@complydo.io.
4. Customer Obligations
a) Unless otherwise agreed in the Order Form, Customer is responsible for the initial technical setup of the Tool, as well as for any adjustments.
b) The Customer shall secure and store the access credentials provided to them in accordance with state-of-the-art security standards to prevent unauthorized third-party access. The Customer shall ensure that usage is restricted to the contractually agreed scope. Any unauthorized access must be reported to ComplyDo without delay.
c) The Customer is prohibited from storing any data on the provided storage space that violates applicable law, regulatory orders, third-party rights, or agreements with third parties.
d) Customer will use the Tool only in accordance with this Agreement, the Documentation and with all applicable laws, including procurement and maintenance of any applicable licenses, permits and consents. ComplyDo reserves the right to suspend use of the Tool and Service operating in violation of the obligations of this Agreement following written notice to Customer.
e) Customer will not: (i) access (or allow a third party to access) the Tool in order to benchmark, or monitor the availability, security, performance, or functionality of the Tool, for any competitive purposes without ComplyDo’s express written consent; (ii) rent, lease, resell or otherwise permit third parties (or other persons not authorized by this Agreement) to use the Tool; (iii) use the Tool to provide services to third parties; (iv) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Tool, or any of their Components; (v) circumvent or disable any security or other technological features or measures of the Tool or use the Tool in a manner that ComplyDo reasonably believes poses a threat to the security of ComplyDo controlled computer systems; or (vi) use the Tool to conduct any fraudulent, malicious, or illegal activities.
f) The Customer shall, under its own responsibility, perform regular and adequate data backups.
5. Restrictions of Use
a) The Customer is prohibited from using the Tool (i) in violation of applicable law or third-party rights, (ii) for the unlawful collection or processing of data, or (iii) in an abusive manner, in particular to interfere with the integrity or availability of the Tool or to circumvent security mechanisms (e.g., by using bots, scripts etc.).
b) The Customer may not use the Tool for applications or purposes that (i) are prohibited or classified as high-risk systems pursuant to Regulation (EU) 2024/1689 (AI Act), (ii) concern the operation, control or monitoring of safety-relevant components of critical infrastructure, or (iii) may, in the event of malfunction, result in significant harm to the health or death of persons.
c) Unless expressly agreed otherwise in the relevant Order Form (including any additional contractual and technical safeguards required), Customer shall not upload, transmit or otherwise process through the Tool any data subject to heightened legal protection, in particular data falling within Articles 9 or 10 GDPR or subject to a statutory professional secrecy obligation.
d) The Customer shall indemnify ComplyDo against third-party claims (including reasonable costs of legal defense) arising from the Customer‘s use of the Tool in breach of this Section. This shall not apply to the extent ComplyDo is itself responsible for the claim.
6. Fees and Payment
a) The remuneration payable by Customer for the Services and the usage of the Tool as applicable (the “Fees") is defined in the Order Form or in any additional agreement as applicable.
b) Payment of the Fees shall become due annually starting at the beginning of the Subscription Term within thirty (30) days following receipt by Customer of a due invoice except as otherwise stated in the Order Form. Where Fees are calculated based on usage, the Fees for each billing period (as set out in the Order Form) shall be invoiced in arrears within thirty 30 days after the end of that period.
c) Any Fees not paid when due shall accrue statutory default interest from the due date until payment is made, whether before or after judgment. ComplyDo can deny access to the Tool temporarily until overdue payments have been received (without prejudice to any other rights it may have).
d) All Fees due to ComplyDo under or in relation to this Agreement are exclusive of any tax (e.g. VAT, sales tax) which shall be charged additionally in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by Customer in full at the same time as payment is due under the relevant invoice.
e) If Customer’s actual usage exceeds the volumes, tiers or other quantitative metrics agreed in the Order Form, ComplyDo may, at its discretion, (i) invoice the excess at ComplyDo’s then-current list rate, or (ii) require Customer to upgrade to the next applicable tier. ComplyDo will provide Customer with reasonable prior notice of any such overage charge or required upgrade.
f) Customer may only set off counterclaims against Fees, or assert a right of retention with respect to Fees, only to the extent such counterclaims are undisputed or finally adjudicated (rechtskräftig festgestellt).
7. Customer Data
a) In connection with its use of the Tool, Customer will transfer Customer Data to ComplyDo. The Customer grants ComplyDo the worldwide, non-exclusive right, limited in time to the duration of the provision of the Tool and transferable only to ComplyDo’s sub-processors, to use the Customer Data to the extent necessary for the provision of the contractual services, including in particular to store, reproduce, modify, transmit and transfer such content to AI Models and to other sub-processors. This also applies to content generated or modified through the use of the Tool. ComplyDo does not acquire any further rights to the Customer Data. ComplyDo acknowledges that, as between ComplyDo and Customer, Customer owns all right, title, and interest, including all Intellectual Property rights, in and to Customer Data.
b) Customer acknowledges that ComplyDo is only a technical service provider and processes data and/or information arising within the scope of the Agreement only on behalf of Customer. It is Customer's sole responsibility to operate the Tool in compliance with the applicable laws, in particular, Customer guarantees that any processing of personal data and/or personal information complies with applicable data protection laws. As between the parties, Customer is solely liable for the content, accuracy, quality, and legality of all Customer Data and solely responsible for obtaining any required consents from (and providing required privacy notices to) any party whose Personal Data Customer processes through the Tool or Services or otherwise provides to ComplyDo.
c) If the performance of the Services ordered by Customer creates additional obligations on the part of ComplyDo, Customer shall inform ComplyDo prior to the performance of the Agreement of such obligations.
d) ComplyDo may collect and generate (i) operational and technical telemetry relating to use of the Services and the Tool (including availability, latency, error rates, performance, feature usage and security events) and (ii) data derived from Customer Data by aggregation and/or anonymization such that it cannot reasonably be used, alone or in combination with other information, to identify Customer or any individual (together, “Usage Data”), and may use Usage Data to develop, improve, train, support, and operate its products and services and for any other lawful business purpose. Once Customer Data has been anonymized in accordance with this Section, the resulting Usage Data is no longer Customer Data or Confidential Information for purposes of this Agreement, and the restrictions in Section 8(b) do not apply to Usage Data.
e) Customer shall defend and/or settle, at Customer’s expense, any third-party claim brought against ComplyDo or ComplyDo’s Affiliates arising from or related to Customer Data (a “Customer Data Claim”), and shall indemnify and hold ComplyDo and ComplyDo’s Affiliates harmless from any damages, liabilities and expenses (including attorney’s fees and other legal costs) incurred in connection with any Customer Data Claim or settlement amounts agreed to in writing by Customer in relation to such Customer Data Claim. This shall not apply to the extent ComplyDo is itself responsible for the claim.
f) Upon termination or expiration of this Agreement for any reason, ComplyDo will, upon written request, delete all Customer Data and any processed on behalf of Customer during the Subscription Term or any free trial period.
8. Artificial Intelligence
a) The Tool uses artificial intelligence and machine learning models, including foundation models and large language models provided by ComplyDo or licensed from third-party providers (“AI Models”).
b) ComplyDo will not use, and will instruct its sub-processors not to use, Customer Data to train, fine-tune, or otherwise develop AI Models intended to provide functionality to any party other than Customer. This Section does not restrict ComplyDo’s right to (i) use Customer Data as necessary to provide and operate the Tool for Customer (including by transmitting Customer Data to AI Models in the course of providing the Services), or (ii) use Usage Data in accordance with Section 7(d).
c) Subject to the rights granted to ComplyDo under this Agreement and to applicable law, as between the Parties, Customer owns, to the extent legally permissible, all right, title and interest in and to the outputs generated by the Tool specifically for Customer in response to Customer’s inputs (“Outputs”). Customer acknowledges that, due to the nature of generative AI, the Tool may generate identical or substantially similar Outputs for other customers in response to similar inputs, and ComplyDo makes no representation or warranty that any Output is original or non-infringing. For the avoidance of doubt, the intellectual property indemnity in Section 10 does not apply to any third-party claim to the extent such claim arises from or relates to an Output. Customer is solely responsible for reviewing Outputs prior to use to assess potential third-party rights.
d) Customer acknowledges and agrees that AI Models, artificial intelligence and machine learning technologies in general are probabilistic in nature and that Outputs may contain errors, inaccuracies, omissions, hallucinations, biases or otherwise unexpected or undesired content, even though ComplyDo exercises reasonable skill and care in providing the Tool and Services. ComplyDo does not warrant that any Output is accurate, complete, current, error-free, or fit for any particular purpose. Customer is solely responsible for (i) reviewing, validating and verifying any Output before relying on or acting upon it, (ii) any decisions, actions or omissions based on Outputs, and (iii) ensuring that the use of Outputs complies with all applicable laws and third-party rights. This Section does not affect ComplyDo’s warranty obligations regarding the functionality of the Tool itself under Section 15.
e) For the avoidance of doubt, the Output generated through the Tool or Services shall not be viewed as legal, financial, medical, or other professional advice. Complydo is not a law firm, does not practice law and does not give legal advice. Hence Complydo does not bear any legal responsibility for the Output or any information that is derived from the Tool or the Services other than expressly set forth in this agreement. Customer shall maintain meaningful human review of Outputs before relying on or acting upon them and shall not use the Tool to make decisions producing legal effects or similarly significant effects on natural persons.
f) Customer shall not use the Tool for any purpose or in any manner that would qualify as a prohibited practice under Article 5 of the AI Act or as a high-risk AI system under Article 6 of the AI Act, unless such use has been expressly agreed in writing in the relevant Order Form and the Parties have agreed on the additional contractual arrangements required for such use.
g) Customer is solely responsible for any prompts, instructions, data and content provided to the Tool (“Inputs”), including ensuring that (i) Customer has all rights and lawful bases necessary to submit such Inputs to the Tool and to permit the processing contemplated by this Agreement, (ii) Inputs do not contain any content that violates applicable law or third-party rights, and (iii) where Inputs contain personal data, Customer's obligations under Section 7(b) (including as to required notices and consents) apply.
9. Intellectual Property Ownership
a) Customer acknowledges and agrees that ComplyDo owns all Intellectual Property rights in the Tool, the Documentation and Intellectual Property based on findings and innovations developed by ComplyDo in the course of providing the Services (“ComplyDo IP”).
b) Customer is and remains the exclusive owner of all right, title and interest in and to Customer Data and Customer grants ComplyDo all rights stated under Section 7(a). All Intellectual Property based on findings and innovations developed by Customer in the course of using the Services shall be owned by Customer.
c) To the extent Customer provides feedback regarding the Tool, ComplyDo’s products, business or development plans, or technology roadmaps, including, without limitation, ideas, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Tool or other products and any documentation and information thereof shared with ComplyDo (collectively “Feedback”), Customer hereby grants ComplyDo, to the extent legally possible, a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback for any legitimate business purpose without restriction. ComplyDo is under no obligation to use the Feedback.
d) Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver or otherwise, Customer, its Affiliates or any third-party any Intellectual Property or other rights or licenses, titles, or interest in or to ComplyDo IP. ComplyDo reserves all rights not expressly granted to Customer in this Agreement.
e) Nothing in this Agreement restricts ComplyDo’s personnel from using and exploiting the general skills, knowledge, experience, ideas and know-how retained in unaided memory after performing the Services, provided they do not use Customer’s Confidential Information.
10. Intellectual Property Indemnity
a) ComplyDo shall defend Customer, or at ComplyDo’s option, settle any claim brought against Customer by a third party alleging that Customer’s access and use of the Tool or ComplyDo IP (excluding, for the avoidance of doubt, any Output, which is addressed in Section 8(c)) in compliance with this Agreement infringes a third party's intellectual property rights and will indemnify Customer for any damages finally awarded against Customer by a court of competent jurisdiction, or for amounts paid by Customer under a court-approved settlement or a settlement of such a claim. The indemnification obligations above are subject to Customer (i) providing ComplyDo with prompt written notice of such claim, (ii) granting ComplyDo sole control of the defense and settlement of such claim; (iii) not entering into any settlement or compromise of any such claim without ComplyDo’s prior written consent; and (iv) providing ComplyDo with all reasonable information and assistance for such claim at ComplyDo’s expense.
b) If ComplyDo determines that the Tool is likely to infringe any third party’s intellectual property rights, ComplyDo will have the option, at ComplyDo’s sole discretion and expense, to either: (i) replace such part of the Tool; (ii) modify such part of the Tool to make it non-infringing; (iii) procure the right for Customer to continue using the Tool; (iv) or terminate the applicable Order Form and provide a pro-rata refund of Fees paid by Customer relating to the remainder of the Subscription Term during which Customer shall not have use of the Tool.
c) Notwithstanding the foregoing, ComplyDo will have no indemnity or remedy obligation for claims of infringement resulting or alleged to result from: (i) any modification of the Tool by Customer or a third party on Customer’s behalf; or (ii) Customer’s failure, within a reasonable time frame, to implement any replacement or modification of the Tool provided by ComplyDo.
d) Provided ComplyDo complies with its obligations under this Section 10 this section sets out Customer’s sole and exclusive remedy and ComplyDo’s sole liability, in respect of such third party infringement claim, save that Customer may exercise its right to terminate the Order Form in accordance with the terms thereof.
11. Term and Termination
a) This Agreement takes effect on the start date of the first Order Form signed in connection with this Agreement and will remain in effect until all applicable Order Forms have expired or been terminated (the “Term”).
b) The Subscription Term starts on the Start Date set forth on the Order Form and continues for so long as there is an active Subscription. Each Subscription Term shall renew automatically for succeeding terms of one (1) year each, on the same terms that are in place on the renewal date excluding any discounts, unless either Party gives written notice to the other at least sixty (60) days prior to the anniversary date of such Subscription Term, or unless the Subscription Term is terminated as provided in Section 11(c) below. Customer's right to terminate the Agreement for convenience (“ordentliche Kündigung”) shall be excluded during the Subscription Term.
c) Either Party may terminate this Agreement or any active Subscription for cause upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30-day period. ComplyDo may terminate this Agreement, if Customer falls behind in payment of any amount invoiced for more than eight (8) weeks. Each Party’s statutory rights of termination for cause (“aus wichtigem Grund”) shall remain unaffected.
d) If Customer terminates this Agreement or any active Subscription in accordance with Section 11(c), ComplyDo will reimburse Customer on a pro-rata basis for any pre-paid Fees allocable to the remaining Subscription Term as of the date of such termination.
12. Confidentiality
a) The parties undertake to treat all information of the other party that is not generally known or that is, by its nature or circumstances, to be regarded as confidential, in particular Customer Data, (“Confidential Information”) with strict confidence, to protect it with reasonable care, to use it solely within the scope of this contract, and not to disclose or transfer it to third parties without prior consent.
b) The confidentiality obligation shall not apply to information (i) that was known or generally accessible to the public or to the other party prior to its disclosure, or that becomes generally accessible without any breach of a confidentiality obligation, (ii) that is disclosed to a party by a third party without breach of any confidentiality obligation, or (iii) the disclosure of which is required by law or ordered by a competent court, provided that the disclosing party shall reduce the scope of disclosure to the minimum necessary and shall notify the other party thereof to the extent permitted by law.
c) ComplyDo may disclose Confidential Information to its Affiliates or its Affiliates' legal representatives, employees or agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder.
13. Protection of Personal Information
ComplyDo will process all Customer Data for the purposes set forth in this Agreement and in accordance with the Data Processing Addendum within the meaning of Article 28 para. 3 GDPR which is an integral part of this Agreement.
14. Updates
ComplyDo may add new features or updates at any time and reserves the right to modify the Tool, including changing or removing existing features ("Change"), provided such Changes are reasonable for the Customer. A Change is deemed reasonable if it is non-material or does not interfere with the core functionalities. At all times, ComplyDo shall maintain the Tool's essential characteristics and fulfill its primary obligations. All updates are provided at ComplyDo’s sole discretion and do not obligate the provision of future updates.
15. ComplyDo’s warranty and Defects
a) ComplyDo represents and warrants to Customer that during the Subscription Term (i) it has the power to grant Customer the rights set out in the Agreement; (ii) the Services will be provided with reasonable skill and care, (iii) the Services provided by ComplyDo shall conform to all relevant product information and specifications provided by ComplyDo to Customer, including information and specifications in the Documentation, and (iv) ComplyDo shall not materially decrease the functionality of the Tool.
b) Customer is advised that, based on the current state of the art, Defects cannot be excluded with certainty even with the exercise of due care. The Parties acknowledge that the Tool is inherently complex and may not be completely free of Defects. Immaterial Defects — in particular Defects that can be easily corrected and do not cause a material performance impairment — are excluded from ComplyDo’s warranty.
c) Customer shall be obliged to document and notify ComplyDo of any Defects without undue delay upon their discovery.
d) If the Tool does not comply with the warranty in this Section 15, ComplyDo will, at its discretion, use reasonable endeavors to correct such incident promptly, or will provide Customer with alternative means of carrying out the task which it was carrying out using the Tool. In the event that ComplyDo: (i) fails to properly provide Professional Services, or (ii) is in breach of contract which breach does not consist in an incident of the Tool, Customer must notify ComplyDo in writing and set ComplyDo a reasonable time period to properly perform its duty or otherwise remedy the breach. If ComplyDo’s remedy attempts under this Section 15 fail or are unreasonable, Customer’s further rights and remedies (including the right to reduce the Fees (Minderung) or to terminate for cause (außerordentliche Kündigung) in accordance with Section 15(e), and any damages claims subject to Section 16) shall not be affected.
e) ComplyDo will rectify a Defect (which may also occur via workaround) if such rectification does not entail unreasonable effort. If ComplyDo fails to rectify the Defect within an appropriate period of time allowing for at least two attempts of rectification, Customer shall be entitled to terminate the Agreement for good cause (“außerordentliche Kündigung aus wichtigem Grund”). This does not apply for Immaterial Defects which do not significantly impair usage of the Tool.
f) The responsibility of ComplyDo is excluded if a Defect results from the non-observance of operating conditions for the Tool or unauthorized modifications made by Customer or any third party acting on Customer’s behalf.
g) The terms of Appendix B - Support and Maintenance apply.
16. Liability for Damages
a) ComplyDo is liable without limitation only for damages caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit) of ComplyDo, its legal representatives or vicarious agents (Erfüllungsgehilfen).
b) For damages caused by slight negligence (einfache Fahrlässigkeit), ComplyDo is liable only if a material contractual obligation (Kardinalpflicht) has been breached. A material contractual obligation is one whose fulfilment is essential to the proper performance of this Agreement and on which Customer regularly relies. In such cases, ComplyDo's liability is limited to foreseeable damages typical for this type of contract. ComplyDo is not liable for indirect or consequential damages, including lost profits.
c) ComplyDo’s maximum liability with respect to any claims due to the breach of a material contractual obligation in each twelve (12) month period commencing on the Start Date (and on each anniversary thereafter) will not exceed the fees paid and payable to ComplyDo for the provision of the Tool under which the claim arose during such twelve (12) months, as well as losses whose origination must be typically anticipated in connection with the specific Services used.
d) The above exclusions and limitations of ComplyDo's liability for damages do not apply to damages incurred by Customer due to (i) culpable injury to life, limb or health, (ii) which arise due to the assumption of a guarantee or (iii) according to the German Product Liability Act (Produkthaftungsgesetz).
e) ComplyDo shall not be liable for the loss of data insofar as the damage was caused by Customer's failure to carry out data backups and thereby ensured that lost data can be restored with reasonable effort.
f) All contractual and non-contractual claims for damages or vain expenditures against ComplyDo shall be time-barred after a period of two (2) years. The period of limitation shall commence in accordance with section 199 (1) German Civil Code. The period of limitation shall, at the latest, be deemed completed ten (10) years after the claim arose. This Section shall not apply in the case of willful misconduct (Vorsatz), gross negligence (grobe Fahrlässigkeit), fraudulent misrepresentation (Arglist), claims for culpable injury to life, limb or health, or claims under the German Product Liability Act (Produkthaftungsgesetz).
17. Assignment and Delegation
a) ComplyDo may at any time upon written notice to Customer assign or otherwise transfer ComplyDo’s rights and obligations under the Agreement (including any Order Form) to any of ComplyDo’s Affiliates or in connection with the sale of all or substantially all of ComplyDo’s assets (or any analogous arrangement).
b) ComplyDo may delegate the Services to third parties, including those specified in the Data Processing Addendum, ComplyDo’s Affiliates and as otherwise agreed with Customer in writing. ComplyDo remains responsible for the performance of ComplyDo’s obligations under this Agreement notwithstanding any such delegation.
18. Professional Services
a) Implementation support and consulting services connected to the Tool and its use (Professional Services) may be agreed in a separate statement of work (“SOW”).
b) In case Professional Services are agreed, they will be performed with due skill, care and ability in accordance with good industry practice, applicable laws and using appropriately trained personnel.
c) The performance of the Professional Services is contingent on Customer (i) meeting any dependencies set out in the SOW, (ii) making decisions and providing information as necessary for ComplyDo to be able to provide the Professional Services, and (iii) allowing ComplyDo such access to its facilities, equipment and data as is reasonably required to provide the Professional Services.
19. Marketing
ComplyDo may use Customer’s name and logo to refer to Customer as customer or as a reference for marketing purposes. To that extent, during the term of this Agreement, Customer grants ComplyDo a non-exclusive, royalty-free, fully-paid up license to use and reproduce its trademarks, tradenames and logos in ComplyDo’s marketing materials and website(s) and to indicate that Customer is a ComplyDo customer. ComplyDo will abide by any written trademark usage guidelines provided by Customer.
20. Proof of Concept.
a) ComplyDo may, at its sole discretion, grant Customer fourteen (14) days of free access to the Tool. No Order Form is required. The Agreement takes effect when access is granted following Customer’s electronic acceptance and expires automatically fourteen (14) days thereafter, without renewal or paid conversion subject to provisions intended to survive expiry. This Section prevails over conflicting provisions of the Agreement.
b) In the event that ComplyDo provides the Tool and/or Professional Services free of charge, to the fullest extent allowable by applicable law such items are provided on an 'as is' and 'as available' basis without any warranties (express or implied), all of which are hereby expressly disclaimed. ComplyDo's liability in connection therewith shall be limited to damages caused by intent or gross negligence, to liability for injury to life, body, or health, to liability under any express guarantee, and to liability under the German Product Liability Act. The support, maintenance and service-level commitments under Sections 3(b) and 15(g) and Appendix B shall not apply to such free-of-charge services.
21. Miscellaneous
a) All notices under this Agreement shall be in writing; electronic mail (email) shall satisfy this requirement. Emails to ComplyDo shall be sent to info@complydo.net, and emails to the Customer shall be sent to the administrative contact specified in the Order Form or provided by Customer during registration. Notwithstanding the foregoing, any notice concerning indemnification obligations must be delivered by both registered mail and email.
b) Amendments to this Agreement including the execution of any Order Form must be made in writing to be effective. This also applies to any amendment of this written form requirement. The parties agree that the written form requirement is satisfied by the exchange of documents in electronic form using electronic signatures (e.g., DocuSign, HelloSign).
c) Should any provision of the Agreement be or become invalid or unenforceable, or should the Agreement contain any gap, this shall not affect the validity and enforceability of the remaining provisions.
d) The Agreement shall be governed exclusively by the laws of the Federal Republic of Germany excluding German conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
e) The competent courts in and for Berlin, Germany shall, to the extent legally permissible, have the exclusive jurisdiction for any disputes arising out of or in connection with the Agreement.
f) In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination ("Dispute"), the Parties shall first attempt in good faith to resolve the Dispute through mediation administered by the German Institution of Arbitration (DIS) in accordance with the DIS Mediation Rules in force at the time the request for mediation is filed. The place of mediation shall be Berlin. The language of the mediation shall be English, unless the Parties agree otherwise. Each Party shall bear its own costs and expenses incurred in connection with the mediation; the costs of the mediator and any administrative fees shall be shared equally by the Parties. Neither Party may initiate court proceedings in respect of a Dispute unless (i) the mediation has been formally terminated in accordance with the DIS Mediation Rules, or (ii) at least ninety (90) days have elapsed since the initiation of the mediation without the Dispute having been resolved. Notwithstanding the foregoing, either Party may at any time apply to a court of competent jurisdiction for interim or injunctive relief, or take any action necessary to preserve its rights (including the filing of a claim to interrupt the running of any limitation period), without first having to comply with the mediation procedure set out in this clause.
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Appendix A - Definitions
“Affiliate” "Affiliate" means an enterprise affiliated with a Party within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz).
“Agreement” means this Agreement including its appendices, any Order Form referencing the Agreement, any Statement of Work referencing the Agreement and the Data Processing Addendum.
“Business Days” means Monday to Friday except bank holidays in the location where the contracting ComplyDoentity is incorporated (and a “Business Hour” means any hour on such days in such time zones between 9am and 5pm).
“Component(s)” means, collectively, the specific features of the Tool as set out in the Documentation.
“Customer Data” means any data transferred to ComplyDo by Customer which may consist of, but is not limited to, files, documents, policies, internal controls, User login information and Personal Data such as names, email addresses and phone numbers.
“Data Processing Addendum” means the data processing addendum which is an integral part of the Agreement.
“Defects” means any irregularities, malfunctions, or deviations from expected performance or behavior within a software system or service. This term collectively encompasses a range of issues, from minor glitches to severe disruptions.
“Documentation” means the written or online user manuals, help files, specification sheets, or other documentation regarding the Service made available by ComplyDo.
“Downtime” means the total number of minutes during a calendar month for a given Component of the Tool during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by ComplyDo’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.
“Excluded Downtime” means any minutes of Downtime in any given month of the Subscription Term resulting in whole or in part from any of the following:
- ComplyDo or Customer performing Scheduled Maintenance;
- termination of the Agreement;
- suspension due to overdue payments;
- factors outside of ComplyDo's reasonable control, including any Force Majeure Event or internet access or related problems;
- any actions or inactions of Customer or any third party on behalf of Customer;
- Customer’s use of the Tool in a manner inconsistent with the Documentation or ComplyDo's guidance;
- attributable to acts by persons gaining unauthorized access to or use of the Tool due to Customer’s failure to maintain and control security and access to the Tool; and
- attributable to the acts or omissions of Customer or its employees, agents, contractors, or vendors, or anyone gaining access to the Tool by means of Customer’s credentials or equipment.
“Force Majeure Event” means circumstances beyond a Party’s and any Party’s vicarious agents’ (as the case may be) reasonable control including but not limited to: any strike, lock-out or other industrial dispute; the failure or interruption of a utility service or transport or telecommunications network (including the internet); any act of God, war, riot, civil commotion, malicious damage including cyber attacks, distributed denial-of-service attacks, and ransomware events not caused by Customer's breach of its security obligations); compliance with any law or governmental order, rule, regulation or direction; any accident, breakdown of plant or machinery; any fire, flood, storm or other adverse weather condition.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council dated
27 April 2016 (General Data Protection Regulation).
“Immaterial Defect” means any Defect for which Customer and/or ComplyDo can always use a workaround to rectify such Defect which as a result does not impair the core functionalities of the Tool.
“Incident” means a problem which results from the Tool materially failing to perform as set forth in the Documentation.
"Intellectual Property" means all intellectual property rights and similar proprietary rights of any kind, whether registered or unregistered, wherever existing, and irrespective of whether they are recognized as intellectual property rights under applicable law, including in particular (i) patents, utility models (Gebrauchsmuster), supplementary protection certificates, and rights in inventions and findings; (ii) trademarks, service marks, trade names, work titles (Werktitel), domain names, and rights in get-up; (iii) copyrights and related rights (verwandte Schutzrechte), including exclusive exploitation rights (Verwertungsrechte) and moral rights (Urheberpersönlichkeitsrechte) in works of authorship, software (including source code and object code), databases (Datenbankrechte), and documentation; (iv) design rights (Designrechte); (v) rights in know-how, trade secrets (Geschäftsgeheimnisse) and confidential information, including in customer lists, supplier lists, APIs, methods, network configurations and architectures, processes, protocols, specifications, and user interfaces; (vi) any other proprietary rights in intellectual property, including licenses to any of the foregoing; and (vii) any applications for, and rights to apply for, registrations, renewals, extensions, divisions, continuations or reissues of any of the rights referred to above.
“Order Form” means each order document executed in writing (including exchange of documents in electronic form using electronic signatures (e.g., DocuSign, HelloSign) between the Parties for the purchase of a Subscription to the Tool.
“Scheduled Maintenance” means any repair, maintenance or update to the Tool which disrupts the use of the Tool. ComplyDo will notify Customer at least 48 hours before such maintenance will be performed.
“Start Date” means the specific day stated in the Order Form when the Subscription becomes active and Customer is typically granted access to the Tool.
“Subscription Term” means the duration of an Order Form for the Tool, excluding any trial periods.
“Tool” means ComplyDo’s proprietary software-as-a-service integration solution that ComplyDo develops and maintains in order to provide the Services and all modifications, updates, and upgrades as well as derivative works to each of the foregoing.
“User” means an individual or entities that are granted credentials by Customer to use the Service.
Appendix B
Terms not defined in this Appendix have the same meaning set forth in the Agreement.
1. Scope
With the subscription to the Tool, ComplyDo will provide to Customer the following support and maintenance services during the applicable Subscription Term:
a) respond to support requests within the time periods set out below; and
b) support Customer with questions concerning the use of the Tool in the process of development and operation.
2. Support Channels and Support Hours
ComplyDo will provide support to Customer through the following channels:
a) a dedicated communication channel (e.g., Slack or Microsoft Teams, as agreed between the Parties), available to Customer's Users Monday to Friday, 09:00–21:00 (CET/CEST) ("Standard Support Hours");
b) a named ComplyDo contact for urgent requests, available exclusively to up to two individuals designated by the Customer (“Designated Support Contacts”) Monday to Sunday, 08:00–23:00 (CET/CEST) (“Extended Support Hours”). The Customer shall notify ComplyDo of its Designated Support Contacts and any replacements by email. Additional Designated Support Contacts may be agreed between the parties in writing; and
c) email to support@complydo.io, monitored during Standard Support Hours.
3. Response Times and Recovery Objectives
ComplyDo will respond to support requests within the following time periods, depending on the priority of the request:
ComplyDo’s recovery time objective (RTO) and recovery point objective (RPO) for Priority 1 Incidents are set out in Annex 3 (Technical and Organizational Measures) to the DPA, Section 5.2.
4. Customer’s responsibilities
To enable ComplyDo to provide support and maintenance, Customer agrees to the following:
a) if an Incident occurs, Customer will inform ComplyDo immediately;
b) If necessary, Customer agrees to assist ComplyDo in reproducing the Incident; the Incident must be reproducible by ComplyDo without using a special, adapted or extended version of the Tool; should such a reproduction be impossible, the Incident will be described by Customer as precisely as possible;
c) if an Incident is reported, Customer will (a) provide ComplyDo with the information requested to eliminate the problem and support ComplyDo in eliminating the Incident; and (b) inform ComplyDo of any modifications it has made to its usage of the Tool or any other issues of which Customer is aware of; and
d) unless commercially unreasonable to do so, Customer will implement suggestions from ComplyDo on elimination of Incidents.
Customer and ComplyDo agree that Customer’s cooperation is essential to the performance of support and maintenance services by ComplyDo.
5. Service Availability.
ComplyDo will provide a service availability of 99.5% (“Service Availability”) during the Subscription Term. Service Availability is calculated as the total minutes in the month minus Downtime, divided by the total minutes in the month, multiplied by 100; where Downtime means total downtime minus Excluded Downtime.
6. Credits.
If, in any calendar month, the Service Availability does not meet its commitment, ComplyDo shall provide a credit in accordance with the table below (“Credit”). Each Credit will be calculated by multiplying (i) the prorated monthly Subscription Fees charged for the affected month by month and (ii) the applicable Credit percentage set forth in the table below.
7. Credit Requests and Application.
In order to receive a Credit, Customer must make a request for each Credit by filing a support request via support@complydo.io within thirty (30) days of the last calendar day of the month in which Service Availability was lower than stated in Section 5 above. ComplyDo will review the request and if and to the extent ComplyDo confirms the Downtime, then the Credit will be applied. Credits are exclusive of any applicable taxes. Any Credits issued pursuant to these terms will be applied towards the invoice for the term following the calendar day on which ComplyDo receives Customer’s Credit request. Credits cannot be used to offset any fees incurred by Customer for Professional Services.
