Terms and Conditions

Last updated on December 28, 2020.

GENERAL TERMS AND CONDITIONS FOR CERTAINLY

These are the general terms and conditions of trade of

Certainly ApS
Company registration number 38070770
Søtorvet 5, 1. th
1371 Copenhagen
Denmark

("Certainly"),
a company incorporated in Denmark.

1. THE TERMS AND CONDITIONS

1.1. These terms and conditions ("Terms") set out the rights, obligations and restrictions that apply between you as a "User" and Certainly when accessing Certainly's website and/or access, use or download any of the data and services ("Services") provided by Certainly under a Subscription.

2. FORMATION OF AGREEMENT

2.1. By registering online, the User offers to enter into a legally binding agreement with Certainly for the use of the Services either as a free trial period or as a paid subscription. The User shall be notified by email of receipt of his/her registration inquiry. Before an agreement is formed, the User must activate his/her user account. The user account will not become active until it is activated by Certainly.

3. SERVICE DESCRIPTION

3.1. Certainly delivers a cloud-based Software-as-a-Service platform where companies can build, launch and manage conversational solutions, including but not limited to AI chatbots, voice bots, digital twins, and general Conversational Commerce experiences on their own web properties as well as third-party communication channels.

4. REGISTRATION, USER ACCOUNT, AND USER INFORMATION

4.1. Registration is only allowed for persons of unlimited legal capacity. Minors may not register.

4.2. A current email address and a password are required in order to register. The email address and the password also serve as login details. Only one user account can be created with the same email address. The email address is also used for communication with Certainly and is essential for all contractually relevant correspondence between Certainly and the User.

4.3. The password is confidential, and care must be taken to ensure that access to the user account is secure. Users are obliged to notify Certainly immediately if there are signs that a user account has been misused by a third-party.

4.4. The user account is strictly personal. The User is not entitled without the express consent of Certainly to transfer the profile to a third-party. Neither is the User entitled without the express consent of Certainly to enable third-parties to access their user account.

4.5. The User shall be liable for all activities that take place while using his/her user account.

5. SUBSCRIPTIONS

5.1. Users may access Certainly's website and platform and subscribe to Certainly's Services as listed on the pricing page located on the website (each a "Subscription").

5.2 The Subscription will automatically renew by the end of the Subscription period, unless the User cancels the Subscription through the Subscription page before the end of the current Subscription period, or unless anything else is agreed to in writing. The cancellation will take effect the day after the last day of the current Subscription period. If the User cancels the Subscription, the User is not entitled to a refund of any Subscription fees paid, except when entitled to pursuant to statutory law.

5.3. Subscriptions with a term of 12 months or more must be canceled at least 90 days prior to the expiry of the Subscription period.

5.4. Cancellation should be made through the Subscription page in the platform or via sending an email to finance@certainly.io with a notice about the cancellation.

5.5. Cancellation by any other means, including (but not limited to), telephone call, fax, text or instant message is not valid.

5.6. Certainly may change the price for the Subscriptions from time to time and will communicate any price change within a reasonable time prior to the changes will take effect to the User. Price changes will take effect at the start of the next Subscription period following the date of the price change. By continuing to use the Services after the price change takes effect, the User accepts the new price.

6. PAYMENT AND CREDIT CONTROL

6.1. Subscriptions are billed in advance on a net-8 payment term. Additional consumption, if any, is billed in monthly arrears.

6.2. When the User's free trial period is over, the User will automatically be upgraded to the minimum Subscription plan and will be immediately charged for a minimum of 1 month in advance of the Subscription plan.

6.3. Where the Services have been paid for 12 months in advance, payment will be made in full on each anniversary.

6.4. If the User's payment cannot be processed, for whatever reason, Certainly may suspend the Users and/or take what the customer has built on the Certainly platform offline immediately and without notice until the payment has been processed.

7. UPGRADING OR DOWNGRADING ACCOUNTS

7.1. If made available as part of the Services, Users will have the ability to upgrade or downgrade their accounts and the Services offered at any time.

7.2. Where an account is downgraded, the applicable User will be responsible for all the data within the account and any loss of data caused by the downgrading and removal of any service within the account connected to the downgrade.

7.3. Where an account is upgraded, the new higher monthly charge will be automatically applied from the date of upgrading and will be applied on the next usual date of the monthly charge.

7.4. Where a 12-months account is upgraded, the increased charge will be applied immediately to the account for the additional amount due until the anniversary date.

8. LICENSE AND USAGE POLICY

8.1. The Services licensed by Certainly to the User are the property of Certainly. The User is granted a limited, non-exclusive, revocable, non-transferable (without the right to sublicense) license to use the Services. Except as expressly authorized by Certainly, the User may not copy, modify, translate, reproduce, distribute, publish, broadcast, perform, display, sell, assign, lease or sub-license the content of the Services, in whole or in part or exploit in any way, directly or indirectly, any of the Services provided by Certainly other than as is inherently the intention with the Services and as is necessary for the intended purpose of the use of the Services.

9. GENERAL USER OBLIGATIONS

9.1. The User must refrain from any activity that disrupts the operation and technical infrastructure of the Services and/or overloads it. This particularly includes:

  • the use of software, scripts, or databases in connection with the use of the Services that disrupts the operation and technical infrastructure of the Services and/or overloads it;
  • automatic reading, blocking, overwriting, modification, copying of data and/or other content unless essential for the proper use of the Services;
  • distribution and/or public display of any content from the Services without the approval of Certainly.

9.2. Data and content obtained or made accessible to the User using the Services may not be used in full, in part, or as extracts for any other commercial use for which the Services are not intended by Certainly.

9.3. The User shall notify Certainly without delay if any disruption occurs while using the Services or its functions.

10. TERM OF CONTRACT, TERMINATION, BLOCKING

10.1. Certainly may change, suspend or discontinue any aspect of the Services at any time, including the availability of any feature, database, and/or content. Certainly may also impose limits on certain features and services or restrict the User's access to parts or all of the Services without liability. Where such changes or suspensions would amount to a termination of the Services, the User is entitled to a refund of a reasonable part of any charge paid by the User. No further compensation is awarded, cf. clause 11.

10.2. Unpaid trials or offer periods are subject to withdrawal at any time without notice.

10.3. The parties may terminate the contractual relationship for breach of contract. For example, a cause for Certainly to terminate these Terms without notice is if the User persistently infringes his/her duties as stipulated in clauses 4.3 or 4.4 of this agreement.

10.4. Termination must be given in writing or by using the relevant function to delete the user account on the Services.

11. IMPROVING THE SERVICES

11.1. Certainly will have the right to collect and analyze data and other information relating to the Service, use, or performance of the Service and related systems and technologies (including information concerning the use of user account and data derived therefrom), and to aggregate and/or de-identify all such data and information. Certainly will be free at any time to: (i) use such information and data to improve and enhance the Service; and (ii) disclose such data in aggregate or other de-identified forms in connection with its business.

12. MODIFICATIONS

12.1. Certainly reserves the right to modify the Terms at any time in its sole discretion by including such alteration and/or modification in these Terms, along with a notice of the effective date of such modified Terms. If a revision meaningfully reduces the rights of the User, Certainly will use reasonable efforts to notify the User. For the paid subscription plan to the Service, the modified terms will be effective as to such subscription Service upon the earlier of (i) your next subscription renewal, or (ii) your acceptance of the modified Terms by clicking "Accept" (or similar button or checkbox) at the time you are presented with the modified Terms. If you object to the updated Terms, as your exclusive remedy, you may choose not to renew, including canceling any terms set to auto-renew. In all other cases, any continued use of the Service after the posting of such modified Terms shall be deemed to indicate your irrevocable agreement to such modified Terms.

13. THIRD-PARTY SERVICES

13.1. The Service provided by Certainly may contain links to and integrations with third-party websites, applications, and services, the User may integrate the Service with third-party websites, applications, and services ("Third–Party Services"). The User agrees that Certainly provides links to and integrations with such Third–Party Services solely as a convenience and has no responsibility for the content or availability of such Third–Party Services and that Certainly does not endorse such Third–Party Services (or any products or other services associated therewith). Access to any Third–Party Services linked to the Service is at the User's own risk. Certainly is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on such Third–Party Services. The User's use of such Third–Party Services will be subject to the terms applicable to each such Third–Party Services. The User may not post a link that directs users to any content or information that would constitute a violation of these Terms or any terms applicable to such Third–Party Services.

14. WARRANTY AND LIABILITY

14.1. Certainly strives to provide and operate an undisrupted service that is always available. This naturally applies to the part of the Services over which Certainly has influence. The User acknowledges that full, uninterrupted Service availability is not technically feasible. Certainly is at liberty to restrict access to the Services in full or in part, on a temporary or long-term basis, due to maintenance work, capacity considerations, and due to events outside the power of Certainly.

14.2. Certainly neither warrants nor guarantees the availability of the Services and is under no obligation whatsoever to keep the Services online and available. The User is not permitted to act in reliance on the assumption of the Services being available.

14.3. Certainly does not check the contents and information posted through the Services. Therefore, Certainly cannot give assurance that the information posted through the Services is correct, accurate, reliable, up-to-date, applicable, and/or complete. However, in certain individual cases, Certainly may check the contents and information posted through the Services.

15. LEGAL PROTECTION AND WAIVER OF LIABILITY

15.1. THE USE OF THE SERVICES IS AT THE USER'S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CERTAINLY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND STATUTORY REMEDIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CERTAINLY MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET THE USERS REQUIREMENTS; (ii) DELIVERY OF ANY PORTION OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE USER THROUGH THE SERVICES WILL MEET THE USER'S EXPECTATIONS; (v) ANY ERRORS IN THE DATA WILL BE CORRECTED; (vi) ANY PORTION OF THE SERVICES WILL BE OF SATISFACTORY QUALITY OR FAULT FREE OR UNINTERRUPTED OR SATISFY ANY CONDITIONS OF QUALITY AND FITNESS FOR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM CERTAINLY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

15.2. Under no circumstances shall Certainly, any subsidiaries and affiliates, suppliers, and their respective owners, officers, manager, members, agents and employees, be liable to the User for loss of profits, business interruptions, loss of business information, loss of business, opportunity or other pecuniary loss, loss of data or any direct, indirect, incidental, consequential, special, exemplary, or punitive damages or losses, whether based in contract, tort or otherwise, arising out of or in connection with the use of, or inability to use, the Services, any content delivered to the User, whether or not Certainly has been advised of the possibility of such damages or loss. In any event, Certainly's liability to the User shall be limited to typical and foreseeable damage and shall not exceed the fees for a three (3) months Subscription period.

15.3. The User indemnifies and holds harmless, and upon request, defends, (1) Certainly, its affiliates and its respective directors, officers, and employees; and (2) the providers of the data, from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) arising out of any claim, action, or proceeding brought by a third–party based on a breach of any warranty, representation, covenant or obligation by the User under these Terms.

15.4. THE ABOVE LIABILITY RESTRICTIONS APPLY ANALOGOUSLY IN THE CASE OF DAMAGE CAUSED BY AUTHORIZED AGENTS OF CERTAINLY, PARTICULARLY PARTNERS. CERTAINLY IS NOT LIABLE FOR THE ACTIONS OF USERS OR OTHER THIRD-PARTIES. NEITHER DO SUCH AUTHORIZED PARTNERS AND OTHER THIRD-PARTIES ACT AS VICARIOUS AGENTS FOR CERTAINLY. LIABILITY FOR INDIRECT AND CONSEQUENTIAL LOSS IS – TO THE EXTENT PERMITTED BY LAW – EXCLUDED.

15.5. THE LIABILITY OF CERTAINLY FOR MALICIOUS INTENT, GROSS NEGLIGENCE, PERSONAL INJURY AND PURSUANT TO STATUTORY REGULATIONS REMAINS UNAFFECTED BY THE ABOVE LIABILITY RESTRICTIONS.

16. SUPPORT

16.1. Support is provided via email, phone, and such other means as Certainly decides in order to provide a proper service.

16.2. Full support may not be available to free trial account Users.

16.3. Dedicated support may be offered at additional costs if agreed to in writing with a specific User.

17. BACKUP

17.1. Certainly provides daily backups and automated rollback deployment pipelines which may be activated at any time.

17.2. Certainly does neither warrant nor guarantee that the User's content stored with Certainly may be reproduced if lost. The User cannot act in reliance on an assumption that their content is stored with Certainly.

18. SPECIFIC SERVICE RULES

18.1. The User is not allowed to:

  1. Abuse, harass, threaten, stalk, defame or in any way seek to violate the rights of another user or third–party.
  2. Publish or seek to distribute any material or information that is unlawful, harmful, obscene, indecent, libelous, profane, defamatory, racist, or in any other way inappropriate or objectionable.
  3. Use or harvest data provided by other users in a way that they would object to.
  4. Encourage illegal activity or activity that violates the rights of other Service users or third parties, whether individuals or organizations.
  5. Supply or post content calculated to deliberately mislead other users or third parties, including content falsely made to appear from or be endorsed by us.
  6. To pose as another user, third–party, or organization employee for the purposes of obtaining user or third–party information.
  7. To transmit or transfer virus, trojans, worms, or any other malicious software or code intended to spy on, gain control over, disrupt, destroy or in any other way impair any computer hardware or software or any other equipment.
  8. Attempt to gain access to Certainly's servers or other equipment in order to disrupt, impair, overload, or otherwise hinder or compromise the safety, security, or privacy of any of the Services provided by or relied upon by Certainly.
  9. Re-frame or re-purpose the Services or any content on it, remove, obscure or block any notices (and advertising as applicable) provided by Certainly on the Services.
  10. Load or provide access to content on the Services or link to other content from the Services, which infringes the trademark, patent, trade secret, or any other proprietary right of a third–party or infringes any intellectual property law.
  11. Use any robot, spider, scraper, or other technical means to access the Services or any content on the Services.
19. DATA PROTECTION

19.1. Data protection is subject to Certainly's Data Privacy Policy located at certainly.io/data-policy and Certainly's standard Data Processor Agreement located at certainly.io/dpa.

20. RIGHT OF INDEMNITY

20.1. The User shall hold Certainly and its staff and/or appointees harmless from all third-party claims in the event that a claim is asserted on account of purported or actual legal infringements and/or infringement of third-party rights in connection with the User's use of the Services.

20.2. The User shall undertake to reimburse Certainly for all potential costs arising from a third-party claim. Reimbursable costs shall also include the costs of appropriate litigation and legal defense, which Certainly would incur to defend itself from third-party claims. In this case, Certainly shall notify the affected User without delay of the legal defense measures to be taken.

21. MISCELLANEOUS

21.1. If one or more provisions of the Terms is/are or becomes inapplicable, this shall not otherwise affect the applicability of the other provisions.

21.2. Certainly shall notify the User in written form of any amendments to these Term without the individual amended provisions or the new version of the provisions in its entirety having to be sent or otherwise communicated; it shall be sufficient to notify the User that an amendment has been made and to provide a link to the amended Terms.

21.3. Certainly may assign its rights and obligation, including all additional agreements and their rights and obligations, under these Terms without the User's prior consent to any new provider of the Services.

22. GOVERNING LAW AND LEGAL VENUE

22.1. These Terms and all contracts governed by the Terms or entered into in association with the Terms are governed by the laws of Denmark.

22.2. The place of jurisdiction for all disputes arising from and in connection with these Terms and contracts governed by the Terms, irrespective of the legal grounds, is the City Court of Copenhagen in Denmark.