Terms Of Use Regarding Simplifai’s Software Solutions

Revision: 29th July 2025

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1. General provisions

1.1 The Parties:

a) Simplifai AS, a limited liability company incorporated under the laws of Norway, bearing the Norwegian organisation no. 918 938 877 – and having its registered address at Drammensveien 133, 0277 Oslo, Norway (“Simplifai”)

b) The company or any commercial entity other than a consumer regardless of incorporation who has legal access to the Software by means of an agreement with Simplifai or any Simplifai Partner (“Customer”)

c) “Partner,” an entity authorised by Simplifai to market Simplifai’s products and services and facilitate the contractual relationship between Simplifai and the Customer. Unless expressly stated, the Partner will not be a subcontractor of Simplifai as the Partner will be acting in a separate and independent manner, including if/when processing any personal data belonging to the Customer.

1.2 The Parties’ Agreement consists of a separate document which is signed between the Parties and defines the commercial terms for the Customer’s access to the Software (“the License Order Form”), as well as these Terms of Use which constitute an integral part of the Parties’ agreement and any access to the Software by Customer is conditional upon Customer having accepted these Terms of Use.

In case of any terms modifying or adjusting these Terms of Use in the License Order Form, the latter will take precedence. No general conditions of purchase or similar documents, statements in e-mail correspondence or other informal correspondence between the Parties shall form part of the Agreement.

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2. The Software

2.1 The software (“Software”) is a cloud-based system where Simplifai uses a third-party Large Language Model (“LLM”) integrated with Simplifai’s own software to deliver functionality defined in the Agreement, either integrated with Customer’s other systems or as a stand-alone functionality. The Customer is granted access to a web interface in order to further configure and train the Software to Customer’s needs either in cooperation with a Simplifai Partner or as outlined in the agreement with Simplifai.

2.2 If the agreed deliverables include functionality to be integrated into Customer’s other software solutions, such installation and/or integration may be performed by Simplifai alone or in cooperation with any Simplifai Partner. Scope and deliverables of any such work will be defined in a specific agreement between the Customer, Simplifai and/or any Simplifai Partner (“the Agreement”). Failing such specific Agreement, any and all work undertaken by Simplifai in connection with the Software will be on a “time and materials”-basis according to the then current price lists and subject to Simplifai’s standard Terms of Delivery available at https://www.simplifai.ai/terms-of-delivery. Simplifai will maintain and develop their solutions and the functionality and capacity of such software may consequently evolve throughout the duration of the Agreement. Updated descriptions of the Software will be available at the Simplifai’s web pages.

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3. The Customer’s right of use

3.1 Right of use: Simplifai grants Customer, pursuant to the terms of these Terms of Use and Simplifai’s Data Processing Agreement at https://www.simplifai.ai/privacy/dpa, a limited, non-exclusive, payable, non-sublicensable, non-transferable, subscription-based right to utilize the features of the Software outlined in the Agreement.

3.2 Customer’s subscription management: Where defined in the Agreement, Customer will be granted access to one or more user accounts according to the Agreement.

3.2.1 Customer may during the Term order additional Software licenses, where applicable; user accounts, or other performance enhancing services from Simplifai or through a Simplifai Partner.

3.2.2. Customer may close any user account at any time. Closing a user account will block any use of the Software by the use of current password and login data. Simplifai shall not be liable for damage suffered by the Customer as a result of the Customer closing any user account.

3.2.3 Simplifai may close a user account ordered by Customer if Simplifai discovers or has reasonable grounds to suspect that the account in question is used in a manner that violates this Clause 3 or any restrictions of use defined by the selected LLM supplier. Such behaviour by the relevant user will equally constitute a breach of the Agreement by Customer and Simplifai shall not be liable for damage suffered by the Customer as a result of Customer closing any user account.

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3.4 Customers’ rights: Customer’s right of use is limited to the use reasonably considered necessary for obtaining reasonable functionality from the features in the Software and the Agreement and does not grant Customer any rights beyond this. Simplifai will retain any proprietary-, intangible- and intellectual property rights to the Software and -solutions, including copyright to all adaptions configured specifically for Customer, unless otherwise agreed in writing and enclosed to these Terms of Use.

3.5 Neither during the Agreement nor after it ceases does Customer have the right to copy the composition of Software, structure of algorithms or machine learning sequences or any other parts of Simplifai’s work methods or other know-how. In order to protect Simplifai’s business secrets, Customer does not have the right to reverse engineer, decompile, or otherwise disassemble the Software. Customer may not amend the Software or its adjoining proprietary-, intangible- and intellectual property rights in any way, hereunder perform modifications, enhancements or improvements or facilitate other products or services that are derived from these rights.

3.6 Customer is free to use the output from the Software in their ordinary course of business. Customer cannot exploit the results or intangible rights generated by the use of the Software in any other way than described in the right of use above, unless otherwise specifically set out in the Agreement in writing. Under no circumstances may Customer use the Software in a manner that infringes the LLM terms, or in order to create any of the following results:

i) Output which may constitute criminal or unlawful content in Customer’s jurisdiction, including, but not limited to, content which encourages individuals to divulge personal information without basis in applicable data protection legislation;

ii) Output which may deceive or mislead others, including disinformation, defamatory content, spam, false online engagement including fake reviews, facilitate unauthorized or unlicensed practice of any profession, impersonation of individuals without express consent, and/or statements that the output of the Software is human-generated;

iii) Output which may generate or facilitate any action or generate any content that infringes, misappropriates, or otherwise violates any third-party rights;

iv) Output which may create, generate, or facilitate the creation of malicious code, malware, computer viruses or other forms of harmful content; and

v) Output which may generate content intended to incite or promote violence or output which may assist in the planning or development of activities that present a risk of death or bodily harm to individuals.

3.7 Customer’s right to use the Software is subject to Customer having paid the agreed remuneration to Simplifai and Simplifai may revoke access rights to the Software in case of default, upon notice sent according to Clause 3.10.

3.8 At the end of the Agreement for whatever reason, Customer’s right to use any and all material governed by copyright and/or other proprietary rights, which Simplifai or the Partner has given Customer access to under the duration of the Agreement, and/or the right to use Simplifai’s data, will automatically cease.

3.9 Changes to the terms: If required in Simplifai’s reasonable opinion, Simplifai may change the content of these Terms of Use and/or the DPA defined in Clause 3.1 with three weeks’ notice as outlined in Clause 3.10. The change will take effect from the expiry of the notice period.

3.10 Notices: Any notices from Simplifai under this Agreement will be sent by e-mail to the super user defined by Customer in the original License Order Form. Customer may change the contact information of the super user or appoint a replacement by e-mail to Simplifai at the address defined in the Agreement.

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4. Indemnity for violation of third-party rights

4.1 Simplifai is obliged to provide Customer with the necessary licenses to enable the delivery of the Software to Customer throughout the term of the Agreement. Simplifai shall indemnify Customer for any claims that Simplifai’s sub-suppliers or other third parties raise against Customer for breach of their intellectual property rights. Customer shall immediately notify Simplifai of such claims.

4.2 Customer shall indemnify Simplifai for claims arising from a third party claiming that data, software, know-how or services that Customer uses when accessing services, provides to Simplifai in order to train the Software or to allow the Software to process, extract or annotate data as part of its intended scope, or is accessed or stored using Simplifai services, violates any copyright or proprietary rights or the rights of data subjects under applicable data protection law.

4.3 Simplifai is not responsible for any claims against Customer from third parties that a sub-supplier’s data or information are assembled or used in violation of any rights of third parties. Customer shall immediately notify Simplifai of such claims. Simplifai will transfer any and all rights provided by the relevant supplier under their warranty covering other third-party claims against intellectual property if Customer is approached by any such third party making any such claim, and the Parties agree that this will be Customer’s sole recourse against Simplifai for any such claims. The Parties shall then discuss solutions in good faith. Customer may require re-performance of the Software and Simplifai will, on a “best effort”-basis seek to modify the Software to adapt to any valid claim from such third parties. If the Software’s performance fails, in Customer’s reasonable opinion, to meet the performance levels before the modification took place, Customer may cancel the Agreement and Simplifai will refund any invoiced license fees for the remainder of the applicable Term.

4.4 Both Parties have the right, at their own expense, to assume the defense of the claims that they shall indemnify the other Party under this provision. Any indemnity is subject to
(i) The claimant notifying the indemnifying Party of the third-party claim immediately,
(ii) The indemnifying Party not acknowledging any liability towards any third party,
(iii) The indemnifying Party allowing the claimant to take over the defence against the claim at its own cost, including determining the legal counsel, conducting settlement negotiations and lodging appeal and
(iv) The indemnifying Party cooperating and providing the information needed to the claimant or their legal advisors with respect to the defense of the claim.

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5. Development

5.1 Simplifai has the right to develop the Software throughout the term of the Agreement, including development based on data and experience gained as a result of the Agreement. In order to benefit from this development, Customer hereby grants Simplifai a non-exclusive, worldwide, irrevocable and transferable license to copy, store and process Customer’s data as provided to Simplifai, in an anonymized version for product improvement purposes only. Under no circumstance will Simplifai sell Customer’s data or use Customer’s data for any other purpose than product development and/or product improvement. Simplifai may also choose to discontinue certain functionality in present versions of the Software at Simplifai’s sole discretion. Customer will be notified of any such plans. If the planned changes in the Software’s functionality will affect any integrations Customer has made or impact any business functions in a material way, Customer will have the right to terminate the Agreement when the notified change is implemented, regardless of the expiry date of the Subscription Term.

5.2 Simplifai shall ensure that the Software remains stable and operational throughout the term of the Agreement according to the warranties in Clause 11 and the service levels defined in Clause 11 and may change the underlying LLM as convenient or according to Simplifai’s commercial opinion.

5.3 If the Parties have agreed on the use of a specific LLM and the supplier of that LLM modify and/or change the functionality or structure of the LLM in a manner that makes it incompatible with the Software, or Simplifai, in its reasonable opinion considers that the selected LLM is not optimal for integrations with the Customer’s systems or training on the Customer’s available data, Simplifai shall notify the Customer of the fact and its consequences. The Parties shall then agree on how to integrate with the updated LLM originally selected by the Parties. Simplifai’s modifications to the Software or adaptation/training of a new selected LLM will be on a best-effort basis and on time and materials according to the then current price lists and subject to Simplifai’s standard Terms of Delivery.

5.4 As the Software will be subject to continuous development, Customer may be offered access to new versions if and when they become available. Customer may then order such new versions by means of an amendment/new order form, or in the manner defined in the Agreement. Customer acknowledges that the provision of new versions of the Software may be contingent on the use of Simplifai’s subsidiaries and their processing of Customer’s personal data in accordance with the Data Processing Agreement at https://www.simplifai.ai/privacy/dpa

5.5 Simplifai will only guarantee that LLMs and software can be integrated with later versions of the Software if these are not adapted to Customer’s needs in a way that makes them incompatible with later developed solutions. If Customer’s Software is modified in a manner that makes it difficult to integrate a new version of the Software with Customer’s solution, Simplifai shall notify Customer of that fact upon request and after due assessment of the Customer’s solution. Existing and prior versions of the customer-facing APIs will be maintained for a minimum period of 3 years after the first release of the API in order to ensure that Customer’s adapted customization will remain operational even if these products are no longer compatible with the latest version of the Software.

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6. Training data, information and use of personal data

6.1 Customer will deliver API’s to Customer’s systems in order to transmit data to/from the Software, sufficient training data in order to train the Simplifai Software and the LLM as well as any other third-party software the Parties have included in the Software and which requires training to Customer specifications and/or workflows.

Customer will also deliver data from relevant third-party sources regarding applicable legislation or other information required for the Software to perform its functionality as defined in the Agreement. Customer shall ensure that they have all necessary licenses and/or rights required for Simplifai’s processing of the data intended to provide the user output in the Software. Simplifai will not provide or add any data to the Software developed for Customer unless instructed to do so by Customer under a separate, written agreement.

To the extent Simplifai processes personal data on behalf of Customer, such processing shall be governed by the Data Processing Agreement available at: https://www.simplifai.ai/privacy/dpa. However, processing shall be governed by Simplifai’s privacy policy available
at: https://www.simplifai.ai/privacy/privacy, when the data subject is Simplifai’s contact person at the Customer, or if the Customer is a Simplifai partner.

6.2 Customer acknowledges that Simplifai is not responsible for neither a Partner’s nor Customer’s processing of personal data belonging to Customer’s own end users/customers. Simplifai’s role as an independent data processor shall be limited to the purpose of providing and operating the Software for the benefit of Customer. Customer is strongly encouraged to read the privacy policy, data processing agreement or any other terms and conditions of any Partner who processes its personal data and Simplifai disclaims any responsibility or liability for the Partner’s processing of such data.

6.3 Customer is solely responsible for determining whether it can utilize the Software in accordance with applicable legislation and warrants that in carrying out its obligations under these Terms of Use it will not breach applicable legislation or do or omit to do anything that might cause Simplifai to be in breach of the same. Customer is responsible for ensuring that any data uploaded or processed by themselves or any third party’s using the Services complies with applicable privacy and data protection laws. Simplifai shall remain liable for any breach of its own obligations under applicable data protection laws.

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7. Confidentiality

7.1 All information that the Parties gain access to, or knowledge of, in connection with the performance of the Agreement, shall be considered confidential information unless the information in question is demonstrably publicly available at the time the information was transferred.

7.2 The Parties are required to take reasonable precautions to safeguard confidential information and shall at the minimum treat the information obtained in a manner similar to the way the receiving Party safeguards its own confidential information.

7.3 The Parties’ employees or sub-suppliers may be granted access to confidential information to the extent necessary for the proper and efficient performance of the Agreement. The receiving Party is responsible for ensuring that those who are given access to such information are made familiar with the confidentiality provisions laid down by these Terms of Use and impose on the person(s) concerned the same confidentiality as under this provision.

7.4 The Parties’ duty of confidentiality shall not apply to information which is required to be disclosed pursuant to legislation, applicable accounting or specific regulations or by order of a governmental authority, supervisory or regulatory body or a court or arbitral tribunal of competent territorial and subject-matter jurisdiction. The Parties shall render each other all necessary assistance in complying with information requests from such regulatory authorities and/or court orders.

7.5 Following the termination of the Agreement, both Parties undertake to return or delete, as requested, confidential information received from the other Party in connection with the Agreement.

7.6 This confidentiality provision applies from the time of contract until three years after termination of the Agreement.

7.7 Subject to Customer approval Simplifai has the right to refer to Customer’s choice of Simplifai’s services and the type of services provided in connection with sales and marketing activities.

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8. Term and termination

8.1 Term: The Agreement is concluded for an initial term of 3 year unless otherwise defined in the Agreement (the “Term”), during which the Parties may only terminate for cause.

8.2 Renewal and termination for convenience: Unless Customer terminates their Software license in accordance with the terms of the Agreement, the license will renew for a Term equivalent in length to the then expiring Term. If not defined in the Agreement, the minimum notice period for termination is 30 days prior to the expiry of the current Term. Unless otherwise agreed in writing, the fees applicable to any such subsequent Term shall be Simplifai’s standard subscription charges at the date of renewal.

8.3 Termination for cause: Either Party is entitled to immediately terminate the Agreement for cause, if:

a) The other Party commits a material breach of this Agreement, and such material breach has not been remedied within 30 days of receipt of a written notice to do so;
b) The other Party commits a material breach of this Agreement which is not capable of remedy; or
c) In the event of the other Party’s bankruptcy, subject to the right of the bankruptcy estate to enter into the Agreement to the extent permitted under Norwegian insolvency law.

Further, Customer shall have the right to terminate the Agreement if Simplifai notifies Customer of a change to the DPA under Terms of Use clause 3.9 and the Customer notifies Simplifai that Customer considers the change to the DPA to be unacceptable or unlawful. In this case, the change shall not enter into effect until the Parties have negotiated in good faith. If after a period of two months from the negotiation first took place, the Parties have still not reached a satisfactory agreement, Customer shall have the right to terminate the Agreement.

8.4 Consequences of termination:

At the expiry of the previous Term, in case of a termination for convenience or upon written notice of any of the reasons giving grounds for termination for cause to the other Party, the following issues will take place:

a) Customer’s access to the Software will cease and integrations with Customer software will no longer be maintained;
b) Unless Customer has ordered exit management services under Clause 15, data on customer use of the Software as well as any Customer data that might be stored in the Software will be deleted;
c) Any outstanding invoices will fall due.

The provisions in Clause 6, 7 and 9.5 shall remain in full force and effect after the termination of the Agreement for whatever reason.

8.5 Free trial periods:

Simplifai may offer free trial periods, either as a part of the Agreement or by other means. Unless otherwise stated in the Agreement in writing, the following terms apply for such free trial periods:

a) Simplifai will make the Software subject to the free trial available to the extent defined in the Agreement and/or any binding offer made by Simplifai to Customer and on the Terms of Use defined by Simplifai for such trial use available at www.simplifai.ai/terms-of-trials
b) Simplifai will allow the Customer to access the Software free of charge until the first of these events take place; the expiry of the defined trial period, the Customer purchase a license to the Software, or Simplifai in their sole discretion choose to terminate the free trial access for whatever reason.
c) Customer is notified that any data entered into the Software, any configurations, customization, or training made by the Customer during the training period, will be permanently lost unless the Customer purchase a Software license for the software tested before the end of the trial period.

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9. Payment

9.1 Unless otherwise stated in the Agreement in writing, the following terms apply:

a) The applicable license fees will be invoiced annually in advance. The consumption fees and any additional user accounts ordered will be invoiced based on monthly consumption, such consumption figures will be available for Customer according to Simplifai’s standard reporting formats. Unless otherwise agreed, work performed on hourly rates will be invoiced monthly according to the standard price list at the date of invoice.
b) Unless otherwise agreed in writing, the invoices will fall due 30 days after issue and interest on delayed payment according to the Norwegian Act on Interest on Overdue Payment (“forsinkelsesrenteloven”) will apply as of the day the invoice is due for payment. Payment (“forsinkelsesrenteloven”) will apply as of the day the invoice is due for payment.

9.2 Unless the Parties have agreed on a fixed price term, Simplifai may change the fees with effect for existing Agreements as follows:

a) Simplifai may change the prices for an existing Agreement at the renewal date defined in Clause 8.2.
b) Regardless of pt. (a) above, Simplifai may adjust the prices defined in the Agreement according to the EU Harmonised Index of Consumer Prices (HICP) as of the 31st December each calendar year and in order to adjust for increases in applicable taxes, excises or increases in LLM fees or sub-supplier costs where these are concluded by Simplifai on behalf of Customer.
c) Any changes will be notified under the relevant notice method in Clause 3.10 two weeks in advance.
d) Information about prices valid for an initial period of a fixed term does not constitute a fixed price unless specifically stated in the Agreement. Changes to an agreed fixed price will only apply after the expiry of the agreed term.

9.3 Customer may order additional Software licenses, user accounts, or other performance enhancing services. Customer will obtain immediate access to the items ordered which will again be invoiced on the monthly invoice. Any and all such additional services will be payable for the entire Subscription Term and will be automatically renewed for the subsequent Subscription Term unless canceled by Customer with 30 days written notice before the expiry of the present Subscription Term.

9.4 If Customer terminates the Agreement and/or closes all user accounts prior to the end of the then-current Subscription Term, no refunds or credits will be provided for the remainder of the Subscription Term. In no event will termination relieve Customer of Customer’s obligation to pay any fees payable to Simplifai for the period prior to the effective date of termination.

9.5 Liability for tax: Customer and Simplifai shall each be responsible for their own taxes in connection with the Agreement.

If value-added taxes, sales taxes, goods and services taxes, or similar indirect taxes are applicable under applicable laws to any invoiced amounts under the Agreement, Simplifai shall add such taxes to the invoiced amounts at the rate required by applicable laws and present such taxes appropriately on the invoice.

All payments under the Agreement shall be made without deduction or withholding of any taxes unless such deduction or withholding is required by applicable laws. If Customer is required by applicable laws to deduct or withhold taxes on payments under the Agreement, the amounts due shall be increased (grossed up) so that Customer pays to Simplifai the same amount that would have been paid had such deduction or withholding not been required. Customer undertakes to provide Simplifai with original receipts and other relevant documentation to evidence the deduction, withholding, and remittance of taxes on behalf of Simplifai.

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10. Compliance with laws

10.1 Simplifai controls and operates the Software from its offices in Norway. Unless expressly stated, Simplifai does not represent that the Software is appropriate, or available for, or legal to use, in other locations. Nor does Simplifai warrant that the Software is compliant with sector-specific legislation governing Customer’s intended use of the Software. Those who choose to access and use the Software from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

10.2 Unless otherwise specified in the Agreement, Simplifai will store customer data in a cloud solution of Simplifai’s choice at one of the available Data Center locations as defined by Simplifai in the Agreement. If applicable, Simplifai adheres to the strict requirements of the GDPR with respect to its processing of personal data. The Software will also be able to process demands for data transfer under applicable legislation where instructed to include such functionality by Customer. Simplifai will not review or inspect Customer data with regards to Customer’s right to use, transfer or possess such data for the purposes of the Parties Agreement. Where Simplifai’s provision of the Software is not subject to the GDPR or other specific jurisdictions defined in by Simplifai in the Agreement, Simplifai will still endeavour to maintain a level of data protection as required by the GDPR.

10.3 The Software and any connected products and services provided by Simplifai are not available to entities or individuals located in countries or regions that are subject to sanctions enforced by the Norwegian government, or any other sanctions regimes applicable to Simplifai’s subcontractors and/or licensed software defined in the Agreement. By using the Software and/or signing the Agreement, the Customer represents and warrants that they are not located in, under control of, or a national or resident of any such country or region. Simplifai reserves the right to refuse access to the Software and immediately terminate any ongoing services to any customer that violates this clause.

10.4 To the extent permissible pursuant to applicable law, even if Simplifai or one of its authorized representatives has been advised of the possibility of liability, Simplifai exclude and disclaim all liability for any costs, expenses, loss or damage resulting from Simplifai’s failure to comply with any obligations or requirements under any non-EU/EEA AI, data or data protection legislation that becomes applicable due to Customer’s Agreement with Simplifai or Customer’s use of the Software.

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11. Service Quality / Warranties

11.1 General Principle: Simplifai shall correct technical errors in the Software and/or misinformation in the information available for the Customer at Simplifai’s cost and risk, however, any adjustment or additional training of the Software required by the Customer will be on ordinary time and materials-basis. Customer acknowledges that Simplifai’s maintenance, support and/or correction of any technical errors may be contingent on the use of Simplifai’s subsidiaries and their processing of Customer’s personal data in accordance with the Data Processing Agreement or Privacy Policy as applicable under Clause 6.1.

11.2 Acceptance Testing: The Customer shall test the Software on delivery according to the test procedures defined in the Order Form or as otherwise agreed between the Parties’ representatives in writing and attached to the Agreement. The Parties acknowledge and agree that Simplifai’s training does not warrant any specific result, as the Software’s responses will depend on a number of external factors such as amount and quality of data, range and variation of training data compared with operational data flows post-delivery, and customer requirements.

11.2.1 Unless defined otherwise in the Agreement, the Parties will test the Software after Simplifai has reported it ready for initial testing (the “User Acceptance Test” or “UAT”). The UAT is intended to prove that the Software is operational and ready to respond to Customer input at a defined level, allowing the Software to go live. The Parties will then work on improving the Software’s performance during an “Initial Period” to be further defined in the Agreement.

11.2.2 The Parties may define acceptance criteria regarding data handling, sorting or management which again may be defined numerically with a certain margin of error to allow for variations in Customer Data quality. Acceptance criteria regarding data extraction or relevance for customer work processes may be defined as agreed in the Order Form.

11.2.3 If the Software is found to be unsuitable for integration with Customer’s systems at the UAT and Simplifai has not been able to correct this, or if the precision of the trained Software on data handling, sorting or management is significantly below the benchmarks defined in the Agreement, each Party may terminate the Agreement by written notice under Clause 3.10. In that case, all remaining invoices under falls due, the Simplifai Software licenses terminates unless Customer orders Exit management services under Clause 15, and Simplifai will make a best effort to terminate the LLM and all Third-Party Software licenses ordered for Customer, remaining license costs will be invoiced upon issue/receipt of the termination notice.

However, if the Software is acceptably integrated after the Initial Period, but the precision levels regarding data extraction or relevance for customer work processes are significantly below the benchmarks defined in the Agreement, Customer may select to let the Software go live with increased support levels for a transitional period to be agreed, after which the Software will be tested again and Customer will make a final decision as to whether accept the delivery or terminate according to the terms in the preceding paragraph.

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11.3 Correction of errors:

After delivery the following standard procedure for reporting and correction of technical errors in the Software shall apply unless otherwise specified in writing in the Agreement:

a) Customer shall classify errors and deviations and report any undesirable incidents to Simplifai without undue delay.
b) Unless otherwise specified in the Agreement, the following error definitions shall apply and Simplifai shall commence corrective work within the Response Time defined below.

11.4 Regarding A-level issues, Simplifai shall continue working until the issue has been resolved and keep Customer continuously updated as to progress. Modalities of work regarding the correction of B- and C-level issues will be agreed with Customer on a case-by-case basis. If Simplifai can document, in retrospect, that Customer’s classification was incorrect, and the erroneous classification has imposed costs on Simplifai, Customer shall cover the direct documentable and necessary costs of Simplifai in relation to the erroneous classification.

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12 Service level and availability

12.1 Simplifai’s Service Commitment: 99.2% Availability:
Simplifai will make all commercial efforts to ensure that the Software remains available and free of technical errors at an Availability rate of 99.2% measured by a monthly invoicing period. Unless the downtime is a result of issues described in Clause 12.4, Simplifai will pay a rebate defined in Clause 12.3 if the said availability is not met.

Simplifai shall make reasonable efforts to mitigate “hallucinations” in the LLM, i.e. replies which are not based on facts or data from Customer data provided, and which significantly affects user output in quantity or consistency or error. Customer shall immediately report such hallucinations to Simplifai, who will initiate a best effort to re-train the LLM in order to correct the output. A significant volume of consistent “hallucinations” in the LLM that Simplifai is unable to retrain shall be compensated as a less than 95% availability under Clause 12.4. Each Party is responsible for taking reasonable measures regarding cybersecurity and protection against unauthorized access to the Software, with Customer’s responsibility including reasonable procedures for employees having legal access to the Software in order to avoid “phishing” and similar issues.

12.2 Definitions regarding service levels:
Regarding the Service Commitment, the following terms shall have the following meaning:

a) “Available” – the Software is available online and responds to incoming requests.
b) “Implemented Licenses” – the licenses including Software licenses and user accounts operational for the Customer during the calendar month impacted by Unavailability.
c) “Maintenance” – planned downtime notified by Simplifai in advance of the Software becoming unavailable.
d) “Monthly Percentage of Availability” – a figure calculated by subtracting the number of minutes the Software has been Unavailable during a calendar month from 100%.
e) “Unavailability/Unavailable” – the Software is not operational or cannot be reached due to circumstances that are Simplifai’s responsibility and not issues that are directly or indirectly related to those described in Clause 12.4.

12.3 Service Commitment and rebates:

12.4 Situations where Simplifai cannot warrant the Service Commitment:
Simplifai cannot warrant the availability defined in Clause 12.1 in cases where the Unavailability is directly or indirectly due to:

a) circumstances outside Simplifai’s control such as force majeure, lack of internet access or problems outside Simplifai’s network;
b) actions or omissions by a Simplifai Partner, the Customer or other third parties, such as downtime or problems in the Microsoft Azure-environment or the LLM;
c) equipment, software or other technology under a Simplifai Partner or other third party control;
d) planned and notified maintenance or emergency maintenance deemed imperative by Simplifai.

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13. Third party integrations and development

13.1 Simplifai has no liability for any development, integration, implementation or training by Customer or Partner or any third party, nor functionality that is developed through training the system, including but not limited to any express or implied warranties that such developments remain stable during the term of these Terms of Use.

13.2 Integrations of Simplifai’s software with Customer’s other software systems and/or suppliers, as well as Customer adapted software, may have to be modified due to development of Customer’s other suppliers/software. Simplifai has no liability for such changes.

13.3 Except the items specified in Clause 11, these Terms of Use do not include any other warranties. Simplifai does not warrant that the Software is fit for any specific use, nor that Customer will be able to train the Software to perform to any defined standard based on Customer’s data, the training performed by the Customer’s personnel or any assistance by any partner or Simplifai. Simplifai does not issue any guarantee regarding any specifically agreed support- and service assignments beyond those explicitly covered by the terms of these Terms of Use.

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14. Liability

14.1 Unless otherwise agreed, Simplifai’s liability shall be limited as follows:

1. No compensation for indirect losses may be claimed. An indirect loss is, but is not limited to; Customer’s loss of profit of any kind, loss due to interrupted operations, loss of use, loss of data, costs of delays as well as third party claims not covered by previous warranties.
2. If a price reduction is agreed due to a reduction of service level, the price reduction shall be considered a complete settlement of Simplifai’s liability, and any further compensation for such circumstances during the compensation period will be barred.
3. The maximum liability incurred by Simplifai, whether resulting from contract or tort (including liability for negligence or breach of statutory duty) or otherwise, including price reduction due to reduced service level or recourse claims for privacy-related fines and damages, shall not exceed an amount equal to the license fee for three months excluding VAT, calculated on the basis of previously invoiced fees.

The said limitations shall not apply in the case of gross negligence or willful misconduct on the part of the defaulting party or anyone for whom it is responsible. Nothing in this Agreement is intended to exclude or limit any party’s liability for:
(i) fraud,
(ii) death or personal injury caused by negligence, or
(iii) anything else for which liability cannot be excluded or limited under the law.

Other claims for compensation than those arising from this provision cannot be claimed between the Parties.

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15. Exit management

15.1 Upon written request issued no later than five working days before the termination date for whatever reason, Simplifai will transfer data regarding Customer’s use of the Software to Customer. The request must contain sufficient information regarding API and transfer modalities. Simplifai may charge any cost spent on a time and materials basis. Simplifai will retain copies of data regarding Customer’s use of the Software for warranty purposes and may also retain anonymised customer data for product improvement and –development purposes, cf. the license in Clause 5 which will remain in full force and effect after the expiry of this Agreement.

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16. Assignment

16.1 The Parties are entitled to assign its rights and duties under these Terms of Use to other legal entities in the same corporation. Transfer of duties under the Agreement to a third party requires the other Party’s written consent. Changes in the ownership structure of any Party is not to be considered a transfer of rights under these Terms of Use.

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17. Force Majeure

17.1 If the performance of the Parties’ obligations is prevented by unforeseen circumstances beyond the Parties’ control, the Parties’ obligations will be suspended. The Party claiming Force Majeure shall notify the other Party without undue delay. None of the Parties are entitled to additional payment or compensation as long as the Force Majeure period lasts.

17.2 Each Party may terminate the Agreement if a substantial part of its performance is prevented for more than 60 days. The Customer shall pay the agreed price for the part of the work/licenses available that was contractually delivered before the termination of the Agreement.

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18. Choice of law and disputes

18.1 The Parties’ contractual relationship is governed by Norwegian law, without regard to its choice of law principles.

18.2 Disputes relating to these Terms of Use, which cannot be settled by negotiations between the Parties, shall be settled by the ordinary courts, with Oslo District Court as the legal venue.