Opptify AB — Terms of Service (including SLA)

1. Incorporation by Reference; Order of Precedence

2. Access and Use

• 2.1 Right to Use. During the Subscription Term, Opptify grants Customer a non-exclusive, non-transferable, worldwide right for its employees and permitted contractors to access and use the Service for internal business purposes, subject to the AUP.
• 2.2 Accounts. Customer is responsible for users’ compliance and safeguarding credentials. Seats, storage, and usage limits follow the Order Form or Service Description.
• 2.3 Restrictions. Customer shall not reverse engineer, circumvent controls, build competing services, conduct testing without approval, transmit malware or unlawful content, or exceed agreed usage limits.
• 2.4 Affiliates. Affiliates may use the Service under Customer’s account, and Customer remains responsible for their compliance.

3. Fees; Taxes; Price Adjustments

• 3.1 Fees & Billing. Fees are stated in the Order Form and billed monthly in advance unless otherwise specified.
• 3.2 Payment Terms. Invoices are due 30 days net. Late amounts may accrue interest under the Swedish Interest Act and reasonable collection costs.
• 3.3 Taxes & Currency. Fees are exclusive of VAT and taxes. Invoices issue in EUR. VAT is reverse-charge for non-Swedish customers; Swedish VAT applies locally. Customer is responsible for withholding taxes where applicable.
• 3.4 Disputed Amounts. Customer will pay undisputed amounts and notify Opptify of disputes within 15 days of invoice for good-faith resolution.
• 3.5 Price Changes. Opptify may change fees with 30 days’ notice. Customer may terminate the affected Order Form before the effective date for a pro-rata refund. Continued use after the effective date signals acceptance.

4. Term; Renewal; Termination

• 4.1 Subscription Term. The Order Form specifies the Subscription Term, which auto-renews unless non-renewal notice is given per the Order Form.
• 4.2 Convenience Termination. Customer may terminate an Order Form with 30 days’ written notice; Opptify may terminate with at least 3 months’ written notice.
• 4.3 Termination for Cause. Either party may terminate for uncured material breach after 30 days’ notice or immediately if the other becomes insolvent.
• 4.4 Effect of Termination. Access ends at termination. Opptify will provide a machine-readable export of Customer Data for 30 days (fees may apply for bespoke exports) and then delete per the DPA. Sections 6–10 and 12 survive.

5. Security; Data Location; Sub-processors

• 5.1 Security & Data Location. Opptify maintains appropriate technical and organizational measures and hosts primary production databases in the EU/EEA, as outlined in the Security Policy.
• 5.2 Backups & DR. Backup, retention, and disaster recovery practices follow the Security Policy.
• 5.3 Sub-processors. Opptify may use sub-processors (including OpenAI/ChatGPT API for specific features) as listed at https://opptify.com/legal/sub-processors. Changes are notified per the DPA.

6. Data Protection

• 6.1 DPA. Processing of Personal Data in Customer Data is governed by the DPA. Customer is the Controller and Opptify the Processor; Opptify is an independent controller for its own business operations data, as described in the Privacy Policy.
• 6.2 Ownership. Customer retains all rights in Customer Data and grants Opptify a limited license to process solely to provide and support the Service and comply with law.

7. Intellectual Property; Feedback; Usage Data

• 7.1 Service IP. Opptify and its licensors retain all rights in the Service and related IP.
• 7.2 Feedback. Opptify may use suggestions or feedback to improve the Service without obligation.
• 7.3 Aggregated/De-identified Data. Opptify may create aggregated, de-identified statistics and telemetry to maintain, analyze, and improve the Service, without re-identifying data or disclosing it in a way that identifies Customer or individuals.

8. Confidentiality

Each party will keep the other party’s Confidential Information confidential, use it only to perform the Agreement, and protect it with at least reasonable care. Confidentiality exclusions apply where information is public, independently developed, or lawfully obtained from third parties. Legally compelled disclosures are permitted with notice where lawful.

9. Warranties; Disclaimers

• 9.1 Performance. Opptify warrants the Service will materially conform to current documentation.
• 9.2 No Material Regression. Opptify will not materially reduce the general functionality of the Service during any Subscription Term.
• 9.3 Security Commitment. Opptify warrants it will maintain the security practices described in the Security Policy.
• 9.4 Disclaimer. Except as stated, the Service is provided “as is” and Opptify disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

10. Indemnities

• 10.1 IP Indemnity by Opptify. Opptify will defend and indemnify Customer against third-party claims that the Service, as provided by Opptify, infringes IP rights, and will procure rights, modify to be non-infringing, or terminate the affected access with a pro-rata refund. Exclusions apply for combinations not provided by Opptify or Customer’s breach.
• 10.2 Customer Indemnity. Customer will defend and indemnify Opptify against claims arising from Customer Data or use in breach of the Agreement or law.

11. SLA & Support Policy (Service Levels)

12. Suspension

Opptify may suspend access immediately with notice if Customer materially breaches the AUP or payment obligations, or if suspension is required to address a security risk. Access is restored once the issue is resolved.

13. Insurance

Opptify maintains commercially reasonable Technology Errors & Omissions/Professional Indemnity and Cyber Liability insurance with minimum limits of EUR 1,000,000 per claim and in the aggregate, during the Subscription Term and for six months thereafter. Certificates are available on request.

14. Assignment; Publicity; Force Majeure

• 14.1 Assignment. Neither party may assign without consent, except to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee assumes obligations and is not a direct competitor. Notice will be provided.
• 14.2 Publicity. With Customer’s opt-in consent, Opptify may reference Customer’s name and logo in marketing. Customer may revoke consent at any time, after which Opptify will cease new uses and remove website references within a reasonable period.
• 14.3 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control, provided it mitigates and resumes performance promptly.

15. Limitation of Liability

• 15.1 Cap. Each party’s aggregate liability is capped at the fees paid or payable by Customer in the 12 months before the first event giving rise to liability, subject to Section 15.3.
• 15.2 Exclusions. Neither party is liable for indirect or consequential losses, including loss of profits, revenue, or data.
• 15.3 Exceptions. The cap does not apply to death or personal injury caused by negligence, fraud, breach of confidentiality, Opptify’s IP indemnity, or data protection liability that cannot be limited under law.

16. Governing Law; Disputes; Notices

• 16.1 Governing Law. Swedish law governs the Agreement, excluding conflict-of-laws rules; the CISG does not apply.
• 16.2 Venue. The parties submit to the exclusive jurisdiction of the courts of Sweden, first instance Stockholm District Court.
• 16.3 Notices. Formal notices may be delivered by email to addresses in the Order Form. Opptify’s notices email is info@opptify.com and notices are deemed received the next business day.

17. Miscellaneous

• 17.1 Entire Agreement. The Agreement (Order Form + these ToS + Incorporated Policies) is the entire agreement and supersedes prior terms. Amendments must be in writing.
• 17.2 Severability; No Waiver. Invalid provisions do not affect the remainder. Failure to enforce is not a waiver.