AmpleoCRM General Terms of Service

1. Scope

These general terms of service apply to all use of AmpleoCRM and related services and features (the "Service") provided by Ampleo ApS, company registration number 39640708, Hestetorvet 7, 1.th, Roskilde, Denmark ("Ampleo").

These terms are entered into in addition to the data processing agreement executed between the parties and any order confirmations, quotes or other written agreements. The terms and other agreed documents together constitute the agreement (the "Agreement") between the customer that has signed up to the Service (the "Customer") and Ampleo.

The terms are accepted by the Customer upon creation of a tenant in the Service or by written agreement with Ampleo. The person completing the signup warrants that they have authority to bind the Customer.

In case of conflict between the documents forming the Agreement, an individually negotiated order confirmation takes precedence over these terms. The data processing agreement takes precedence with respect to processing of personal data.

The terms are directed solely at business customers. The Service is not offered to consumers, and consumer protection legislation does not apply.

2. The Service

Ampleo provides AmpleoCRM as a software-as-a-service (SaaS) solution over the internet. The specific functionality, number of users and capacity depend on the selected package and any optional add-ons.

Ampleo continuously develops the Service and is entitled to make updates, changes, error corrections and improvements without prior notice. Material changes that degrade the Customer's existing access to the Service are notified with at least 30 days' notice via the customer portal or e-mail.

New features may be made available by Ampleo as beta or preview features. Such features are provided on an as-is basis without warranties of any kind and without liability for Ampleo.

3. Signup and access

The Customer creates a tenant through the Service's signup flow or by written agreement with Ampleo. The Customer is responsible for the accuracy of the information provided during signup.

The Customer is assigned administrative users who may create additional users within the selected package's user allowance. The Customer is responsible for the actions of its users in the Service and for ensuring that users comply with the Agreement.

Access credentials are personal and must not be shared. The Customer shall immediately notify Ampleo upon suspicion of unauthorised access.

If the Customer exceeds the agreed capacity, including number of users, API calls or other quotas, Ampleo is entitled to invoice the Customer ex tunc in accordance with applicable list prices for the actual usage.

4. Subscription and pricing

The Service is offered on a subscription basis with either monthly or annual billing at the Customer's choice during signup. Pricing is as stated on Ampleo's website or in a written order confirmation.

For annual billing, the subscription is invoiced in advance for the entire period. For monthly billing, the subscription is invoiced in advance each month.

Monthly subscriptions may be terminated with effect from the end of the following calendar month. Annual subscriptions renew automatically for 12-month periods unless terminated in writing with at least 1 month's notice before the end of the current period. Termination is effected via the customer portal or by written notice to Ampleo.

Ampleo is entitled to adjust prices annually based on the Danish consumer price index, however with a minimum of 3 % per year. Ampleo may announce further price increases with at least 60 days' notice. If the Customer does not accept a price increase beyond index regulation, the Customer may terminate the Agreement with effect from the date the price increase takes effect.

5. Payment

Invoiced amounts are due for payment 8 days after receipt of the invoice, unless otherwise agreed in writing. Invoices are sent by e-mail to the e-mail address provided by the Customer to Ampleo.

If the Customer fails to pay due amounts on the due date, interest at 2 % per month accrues from the due date without separate notice, together with a reminder fee of DKK 100 per reminder and a compensation fee of DKK 310, cf. the Danish Interest Act.

Ampleo reserves the right to assign overdue receivables to a third party for collection.

In case of payment default of more than 30 days, Ampleo is entitled to suspend the Customer's access to the Service without further notice. Suspension does not release the Customer from its payment obligation.

Any claims against Ampleo cannot be set off against due amounts. In case of refunds, Ampleo reserves the right to deduct an amount corresponding to bank and administration costs associated with the refund.

6. Customer's use of the Service

The Customer shall use the Service in accordance with the Agreement and applicable law, and in accordance with the guidelines and instructions issued by Ampleo from time to time.

The Customer shall not:

• Use the Service for unlawful purposes or in a manner that infringes third-party rights.
• Attempt to circumvent technical limitations, reverse engineer, or copy the Service.
• Overload or disrupt the operation of the Service, including through automated access beyond the APIs offered by Ampleo.
• Resell or sublicense access to the Service without a written agreement with Ampleo.
• Upload data containing malware, or which is unlawful, infringing or offensive.

The Customer is responsible for the content of data loaded into the Service, including having the necessary legal basis for processing of personal data.

7. Customer data and rights

The Customer retains all rights to the data loaded into the Service ("Customer Data"), including the right of disposal, title, ownership and copyright. Ampleo acquires no ownership rights to Customer Data.

Ampleo is granted a non-exclusive right to process Customer Data to the extent necessary to deliver the Service, including operation, backup, support, troubleshooting and disclosure to sub-processors as set out in the data processing agreement.

Ampleo is entitled to use anonymised and aggregated data regarding the use of the Service for statistics, analysis, operation and improvement of the Service. Such data cannot be attributed to the Customer or individuals.

Upon termination of the Agreement, the Customer may export its data via the Service's standard functionality for up to 30 days after termination. Thereafter, Customer Data is deleted as described in the data processing agreement. The Customer is responsible for timely export.

8. Ampleo's rights

Ampleo and its licensors own and retain title and all intellectual property rights to the Service, including copyright, trademarks, source code, design, documentation, business concepts, methods and any further development thereof.

The Customer is granted a non-exclusive, non-transferable and time-limited right to use the Service during the term of the Agreement and solely within the agreed scope.

Any feedback, suggestions or ideas contributed by the Customer regarding the Service may be used freely by Ampleo without compensation or restrictions.

9. Sub-contractors and sub-processors

Ampleo is entitled to use sub-contractors, external consultants and sub-processors to perform the Agreement. Ampleo is responsible for their contribution in the same manner as for Ampleo's own part of the Service.

To the extent the Service includes third-party software or integrations to third-party services, Ampleo is not liable to the Customer beyond what is set out in the third-party provider's terms and conditions. Such third-party terms exhaustively govern all aspects of the Customer's use of third-party software between the parties.

The current list of sub-processors is set out in the data processing agreement and on Ampleo's website.

10. Availability and operation

Ampleo will use reasonable efforts to make the Service available around the clock and to ensure stable operation. Ampleo provides no warranty regarding any specific uptime percentage or response time.

Planned maintenance is announced with at least 2 days' notice and is, to the extent possible, scheduled outside normal business hours.

Interruptions during normal operating hours may occur in urgent situations where this is necessary for security or operational reasons.

Downtime resulting from the Customer's own circumstances, third-party integrations chosen by the Customer, internet connections, sub-processor disruptions or force majeure is not attributable to Ampleo and does not entitle the Customer to compensation or proportional reduction.

Ampleo is entitled to maintain, develop, update and correct errors in the Service, and the Customer is obliged to accept new versions.

11. Support

Ampleo's support function is available on business days from 8.00 am to 4.00 pm, excluding public holidays, through the channels indicated in the customer portal. Response times and scope of support depend on the selected package.

Support answers short, specific questions regarding the use of the Service, performs simple problem diagnostics and provides general guidance. Support does not provide training of the Customer's employees; this may be purchased as consultancy services.

It is assumed that the Customer's employees have professional knowledge of the Service at a level corresponding to extended user experience and/or having received training in its use.

If the Customer acts contrary to Ampleo's guidelines and instructions and thereby causes errors or hampers troubleshooting, Ampleo is entitled to invoice the Customer separately for assistance necessitated as a result.

Ampleo's support function does not provide support for solutions and systems outside the Agreement, including third-party systems with which the Service integrates.

12. Security

Ampleo strives to ensure that the Service is designed with security in accordance with good IT practice and takes relevant technical and organisational measures for this purpose. The specific measures are further described in Annex C to the data processing agreement.

The Customer shall take customary security measures in its own IT environment, including securing access to the Service, protecting access credentials and properly handling exported data.

If the Customer experiences security breaches relating to the Service, Ampleo shall be informed immediately.

Ampleo may fully or partially close access to the Service if specific security or operational matters necessitate this. This is announced to the extent possible.

13. Processing of personal data

Ampleo's processing of personal data on behalf of the Customer is governed by the data processing agreement entered into between the parties, which forms an integrated part of the Agreement.

Ampleo's processing of personal data about the Customer's contact persons as an independent data controller is described in Ampleo's privacy policy at ampleo.dk.

It is the Customer's responsibility as data controller to have the necessary legal basis, to inform the data subjects, and to make any notification to the Danish Data Protection Agency.

14. Liability

The parties are liable towards each other in accordance with the general rules of Danish law on damages, subject to the following limitations.

The Customer may only assert claims against Ampleo for losses resulting from material defect or material breach for which Ampleo is demonstrably responsible, and which could not have been avoided through the Customer's own reasonable measures.

Ampleo's aggregate liability towards the Customer – whether the claim arises in contract, tort, breach of warranty or otherwise – is in all circumstances limited to the lower of the following amounts:

• The fees actually paid by the Customer to Ampleo for the Service during the 12 months preceding the event giving rise to liability, or
• DKK 50,000.

The above limitation applies to the aggregate liability throughout the entire term of the Agreement and not per calendar year or per incident.

Ampleo is under no circumstances liable for indirect or consequential losses, including but not limited to:

• Loss of operations, loss of time, loss of profits, loss of revenue, loss of goodwill and loss of anticipated savings.
• Loss of data or costs of reconstruction of data, as the Customer is responsible for ensuring timely export and backup of its own data via the Service's standard functionality.
• Losses resulting from errors, outages or other circumstances at third parties, including sub-processors, integration partners, internet and telecommunications providers, and public services.
• Losses resulting from the Customer's own actions, misconfiguration, breach of access credentials or unauthorised access caused by the Customer or its users.
• Losses resulting from content, data or documents loaded by the Customer into the Service.
• Losses resulting from the use of AI features in the Service, including the consequences of suggestions, recommendations, analyses or automatically generated content; all such output must be evaluated and verified by the Customer before use.

The limitations in this clause 14 do not apply to losses caused by intent or gross negligence, or to liability that cannot be limited under mandatory law.

Claims against Ampleo must be submitted in writing without undue delay and no later than 6 months after the Customer became or ought to have become aware of the event giving rise to liability. Claims not submitted in due time shall lapse.

The Customer shall indemnify Ampleo against any claim from a third party, including from the Customer's own employees, customers, business partners or data subjects, arising out of or in connection with:

• The Customer's use of the Service in breach of the Agreement or applicable law.
• Content or data loaded into or exported from the Service by the Customer.
• The Customer's failure to comply with data protection legislation in its capacity as data controller.

15. Third-party rights

Ampleo shall indemnify the Customer if the Service infringes a third party's intellectual property rights, provided the Customer immediately gives Ampleo written notice of the third party's initiation of proceedings against the Customer. Ampleo then takes over the conduct of the case.

Ampleo may at its own choice (i) obtain for the Customer the right to continue using the Service, (ii) modify or replace the parts of the Service that infringe third-party rights, or (iii) terminate the Agreement with refund of any prepayments for the remaining subscription period less the value derived by the Customer from the Service.

The Customer may not assert any further remedies for breach or claims for damages in respect of infringement of third-party rights.

Ampleo's indemnification obligation does not extend to infringements resulting from the Customer's use of the Service in breach of the Agreement, modifications made by the Customer, or the combination of the Service with products or services not supplied by Ampleo.

16. Force majeure

The parties are not liable for failure to perform the Agreement if such failure is due to circumstances beyond the party's reasonable control, including strikes, lock-outs, public regulations, war, terrorism, water damage, trade restrictions, virus or hacker attacks, illness or death of key personnel, IT failures at sub-contractors, telecommunications failures, fire, power failures, flooding, lightning strikes, epidemics, pandemics, abnormal weather conditions or other force majeure.

Circumstances at a sub-contractor are only considered force majeure if an obstacle covered by the first paragraph exists for the sub-contractor.

Force majeure can only be invoked if the party concerned has given written notice thereof to the other party no later than five business days after the force majeure event has occurred.

If a force majeure situation continues for more than 60 days, either party may terminate the Agreement without liability.

17. Termination and breach

The Agreement may be terminated by a party with immediate effect in the event of material breach by the other party that has not been remedied within 30 days after written notice from the non-breaching party.

The following are, as a general rule, considered material breach:

• Payment default exceeding 30 days.
• The Customer's use of the Service for unlawful purposes or in breach of clause 6.
• Repeated or serious breaches of the terms.
• Bankruptcy, restructuring or other insolvency of a party, to the extent permitted by law.

In case of the Customer's termination or termination due to the Customer's material breach, no refund is given for prepaid amounts. In case of termination due to Ampleo's material breach, a proportional refund of any prepayments is given. No further refunds are given.

18. Confidentiality

The parties shall observe confidentiality regarding each other's respective matters that are not publicly known, including non-public information about the Service, commercial matters, business concepts and methods.

The confidentiality obligation continues without time limitation after termination of the Agreement.

The Customer's confidentiality obligation gives way to mandatory rules of law regarding access to documents and party access. Ampleo shall be consulted before access is granted.

19. References

Ampleo is entitled to use the Customer's name and logo on Ampleo's customer and reference lists and in marketing material. The Customer may at any time request Ampleo in writing to discontinue such use.

20. Assignment

The Customer may not assign its rights and obligations under the Agreement to a third party without Ampleo's written consent, which shall not be unreasonably withheld.

Ampleo may assign the Agreement to an affiliated company or in connection with a sale, merger or restructuring of the business.

21. Changes to the terms

Ampleo may amend these terms with at least 30 days' written notice via the customer portal or e-mail. Non-material amendments, including clarifications and amendments necessitated by new legislation, may take effect without notice.

Material amendments to the detriment of the Customer entitle the Customer to terminate the Agreement with effect from the date the amendments take effect.

22. Governing law and venue

The Agreement is governed by Danish law.

Any dispute between the parties that cannot be resolved amicably shall be settled at Ampleo's venue from time to time as the court of first instance, unless otherwise required by mandatory law.

The parties shall attempt to resolve disputes through negotiation before legal proceedings are initiated.

23. Contact

Any enquiries regarding the Agreement may be directed to:
Ampleo ApS
Hestetorvet 7, 1.th
Roskilde, Denmark
E-mail: info@ampleo.dk
Company registration number: 39640708