General Terms and Conditions of Service

Effective Date: 18 April 2026
Governing Law: Kingdom of Denmark
Jurisdiction: City Court of Copenhagen

Certainly Group ApS

Company Registration No. 42292540
C/O GRROW Pilestræde 52A, 1112 København K, Denmark
General enquiries: hello@certainly.io
Billing: finance@certainly.io
Website: certainly.io

These Terms and Conditions govern all access to and use of the Certainly platform and associated services. By registering, activating an account, executing an Order Form, or otherwise accessing the platform, the Client agrees to be bound by these Terms in their entirety. Where these Terms conflict with any terms or policies published elsewhere on Certainly's website, these Terms shall prevail.

1. Definitions

In these Terms, the following expressions shall have the meanings set out below. Where capitalised, each defined term shall bear its given meaning throughout these Terms and any Order Form.

1.1 "Agreement" means the binding contract formed between Certainly and the Client, comprising these Terms, the applicable Order Form, and any supplementary documents expressly incorporated by reference, including without limitation the Data Processing Agreement and Service Level Agreement.

1.2 "Auto-Replenishment" means the automatic invoicing and immediate charge to the Client's payment method on file triggered when the balance of the Certainly AI Account or Certainly Voice Account falls to fifty percent (50%) or below of the most recent top-up amount.

1.3 "BYOK" or "Bring Your Own Key" means an arrangement under which the Client supplies its own third-party API key or provider credentials for use with the Platform, as described in Clause 10.

1.4 "Certainly" means Certainly Group ApS, a company incorporated under the laws of Denmark with company registration number 42292540, whose registered office is at C/O GRROW Pilestræde 52A, 1112 København K, Denmark.

1.5 "Certainly AI Account" means the managed OpenAI API key account provisioned by Certainly on behalf of the Client, as described in Clause 8.

1.6 "Certainly Voice Account" means the managed Twilio account provisioned by Certainly on behalf of the Client for voice-based AI interactions, as described in Clause 9.

1.7 "Client" means the legal entity that has registered for, or executed an Order Form in respect of, access to the Platform and Services.

1.8 "Confidential Information" means any information disclosed by one party to the other in connection with the Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.9 "Conversation" means a single end-user chat session handled by the Platform, producing one or more AI model responses, as measured by Certainly's platform metrics. A Conversation begins upon initiation by an End User and concludes upon session closure or following a continuous period of inactivity as specified in the Order Form.

1.10 "Data Processing Agreement" or "DPA" means the data processing agreement published by Certainly at certainly.io/dpa, as updated from time to time, which governs the processing of personal data by Certainly on behalf of the Client.

1.11 "End User" means any individual who interacts with a conversational AI solution deployed by the Client using the Platform.

1.12 "Included Conversations" means the number of Conversations included in the Client's Subscription per billing period, as specified in the Order Form.

1.13 "Included Model" means the AI language model sponsored by Certainly and made available to the Client as part of the Subscription, as specified in the Order Form.

1.14 "Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, goodwill, rights in designs, database rights, rights in confidential information (including know-how), and all other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for and be granted such rights.

1.15 "Order Form" means the commercial document executed between Certainly and the Client specifying the applicable plan, pricing, Subscription term, Included Conversations, and any dynamic commercial variables that supplement these Terms.

1.16 "Overage" means any Conversations that exceed the Included Conversations in a given billing period.

1.17 "Platform" means the cloud-based Software-as-a-Service platform operated by Certainly through which the Client may build, launch, and manage conversational AI solutions.

1.18 "Proof of Concept" or "POC" means a fixed-term paid subscription, as specified in the Order Form, enabling the Client to evaluate the Platform prior to entering into a Standard Agreement.

1.19 "Services" means the Platform access, onboarding, support, and any ancillary services provided by Certainly to the Client under the Agreement.

1.20 "Service Level Agreement" or "SLA" means the service level agreement published by Certainly at certainly.io/sla, as updated from time to time.

1.21 "Standard Agreement" means a Subscription that is not a POC or free trial, governed by these Terms and the applicable Order Form.

1.22 "Subscription" means the Client's paid right to access and use the Platform and Services for the term and at the plan level specified in the Order Form.

1.23 "Surcharge" means the twenty percent (20%) charge applied by Certainly to raw third-party consumption costs incurred through the Certainly AI Account or the Certainly Voice Account, as further described in Clauses 8 and 9.

2. Formation of Agreement

2.1 By registering for an account, activating a free trial, executing an Order Form, or otherwise accessing or using the Platform, the Client offers to enter into a legally binding Agreement with Certainly on these Terms. The Agreement is formed upon Certainly's acceptance of the Client's registration or execution of the Order Form, whichever is earlier.

2.2 Registration is available only to legal entities or individuals of full legal capacity acting on behalf of a legal entity. Minors may not register on their own behalf.

2.3 The Client warrants that the person accepting these Terms or executing an Order Form on its behalf has full authority to bind the Client.

2.4 Where there is any conflict between these Terms and any terms or policies published on Certainly's website other than the DPA, SLA, and Data Policy, these Terms shall prevail.

2.5 Where there is any conflict between these Terms and an Order Form, the Order Form shall prevail to the extent of the specific conflict, provided that the Order Form has been duly executed by authorised representatives of both parties.

3. The Platform and Services

3.1 Certainly operates a cloud-based Software-as-a-Service platform enabling clients to build, launch, and manage conversational AI solutions, including AI agents, chatbots, voice bots, and digital assistants, across the Client's own web properties and third-party communication channels.

3.2 Access to the Platform is provided on a subscription basis. The features, channels, and capabilities available to the Client are determined by the plan tier specified in the Order Form.

3.3 Certainly reserves the right to update, modify, or enhance the Platform at any time. Where a modification materially reduces the functionality available to the Client on its current plan, Certainly shall provide no fewer than thirty (30) days' prior written notice.

3.4 Certainly shall use commercially reasonable endeavours to maintain Platform availability in accordance with the SLA published at certainly.io/sla. The SLA governs the applicable uptime commitment and the remedies available to the Client in the event of a breach.

3.5 Certainly does not guarantee that the Platform will be free of errors or interruptions. Planned maintenance, emergency maintenance, and events outside Certainly's reasonable control may result in temporary unavailability.

4. Subscriptions, Plans and Order Forms

4.1 The Client may subscribe to the Platform at the plan tier specified in the Order Form. Available plan tiers and their respective features are published at certainly.io/pricing, as updated from time to time.

4.2 Each Subscription is governed by these Terms and the applicable Order Form. The Order Form sets out the dynamic commercial variables applicable to the Client's Subscription, including without limitation: plan tier, Subscription term, Included Conversations, pricing, Overage rate, and payment details.

4.3 Subscriptions are personal to the Client and may not be transferred, assigned, or sublicensed without Certainly's prior written consent.

4.4 The Client is responsible for all activity that occurs under its account, including activity by its employees, contractors, and End Users.

4.5 Only one account may be created per billing entity. The creation of multiple accounts to circumvent plan limits or pricing constitutes a material breach of these Terms.

4.6 "Proof of Concept Subscription" or "POC" means a fixed-term subscription of three (3) months, paid in full upfront on the date specified in the Order Form. The POC is governed by Clause 5 of these Terms. Upon expiry, the POC automatically renews into a Quarterly Rolling Subscription or Annual Subscription as specified in the Order Form, unless valid written cancellation notice is provided in accordance with the notice period stated in the Order Form. Onboarding fees, where applicable, are charged as a separate line item and are not included in the POC subscription fee.

4.7 "Quarterly Rolling Subscription" means a subscription with a minimum initial commitment of three (3) months. The fees for the initial three-month period are invoiced and payable in full upfront on the subscription start date. From month four onwards, the subscription continues on a rolling monthly basis, billed monthly in advance. The Client may cancel at any time following the initial three-month period by providing no fewer than thirty (30) days' written notice prior to the next monthly billing date. Where valid notice is not received within that window, the subscription continues for a further monthly period and the Client is liable for the fees in respect of that month. The initial three-month upfront payment reflects costs incurred by Certainly in committing resources, onboarding capacity, and infrastructure to support the Client's deployment from the outset. Onboarding fees, where applicable, are charged as a separate line item and are not included in the subscription fee.

4.8 "Annual Subscription" means a subscription with a twelve (12) month commitment, billed in full upfront at the start of each annual term. The Client may cancel by providing no fewer than sixty (60) days' written notice prior to the renewal date. Where valid notice is not received within that window, the subscription automatically renews for a further twelve-month term and the full annual fee is invoiced accordingly. Onboarding fees, where applicable, are charged as a separate line item and are not included in the subscription fee.

5. Proof of Concept

5.1 Where the Order Form designates the Subscription as a Proof of Concept, the provisions of this Clause 5 shall apply in addition to, and to the extent of any conflict shall take precedence over, the Standard Agreement Terms.

5.2 The POC shall run for the fixed term specified in the Order Form. The POC is a paid engagement and shall not be treated as a free trial for the purposes of these Terms.

5.3 Unless either party provides valid written notice of cancellation no fewer than the number of days specified in the Order Form prior to the end of the POC term, the POC shall automatically renew into a Standard Agreement Subscription on the terms published at certainly.io/terms at the date of renewal.

5.4 Any unused Included Conversations remaining at the end of the POC term may be carried forward to the Standard Agreement Subscription, subject to such carry-forward being expressly confirmed in the Order Form.

5.5 The POC fee is payable in full in advance on the date specified in the Order Form. No refund shall be payable in respect of any unused portion of the POC term, except as required by applicable law.

5.6 Certainly reserves the right to decline to offer a POC at its absolute discretion.

6. Free Trials

6.1 Certainly may, at its sole discretion, offer a free trial of the Platform for a limited period. The availability, duration, and scope of any free trial are determined by Certainly and communicated to the Client at the time of registration.

6.2 Free trials do not constitute a Subscription and are not governed by the payment or cancellation provisions of these Terms.

6.3 Upon expiry of a free trial, the Client's access to the Platform will be suspended immediately. Any Certainly AI Account key provisioned during the free trial will be revoked. The Client will not retain access to any Platform features, workflows, or data until a paid Subscription is activated.

6.4 Certainly does not guarantee the availability of a free trial and reserves the right to withdraw or modify free trial offerings at any time without notice.

6.5 Data created or uploaded by the Client during a free trial may be retained by Certainly for a period of thirty (30) days following expiry, after which it may be permanently deleted. Certainly accepts no liability for data loss following the expiry of a free trial.

7. Payment, Billing and Credit Control

7.1 All Subscription fees are billed in advance on the payment terms specified in the Order Form. Where no payment terms are specified, the default payment term is Net-8 days from the date of invoice.

7.2 Overage charges are billed monthly in arrears at the Overage rate specified in the Order Form.

7.3 All charges in respect of the Certainly AI Account and the Certainly Voice Account, including the Surcharge and Auto-Replenishment amounts, are charged immediately to the payment method held on file. Standard Net-8 payment terms do not apply to these charges.

7.4 All fees stated in the Order Form are exclusive of applicable taxes, including without limitation value added tax (VAT), goods and services tax (GST), and any applicable withholding taxes. The Client is solely responsible for all taxes applicable in its jurisdiction.

7.5 If any payment fails or is rejected, Certainly may: (a) suspend the Client's access to the Platform until full payment is received; (b) charge interest on the outstanding amount at eight percent (8%) per annum above the Danish National Bank's prevailing base rate, accruing daily from the due date; and (c) engage third-party debt recovery services. Certainly shall provide written notice prior to taking action under this clause.

7.6 All fees are non-refundable except as expressly stated in these Terms or as required by applicable law. This includes without limitation all Subscription fees, POC fees, onboarding fees, top-up amounts, and Surcharges.

7.7 Certainly reserves the right to amend its pricing at any time. Price changes applicable to an existing Subscription shall take effect at the next renewal date, with no fewer than thirty (30) days' prior written notice to the Client. Continued use of the Platform following a price change constitutes acceptance of the revised pricing.

7.8 The Client must ensure that valid payment details are maintained on file at all times. Certainly accepts no liability for service interruption caused by outdated or invalid payment information held on the Client's account.

7.9 Where payment is made by credit or debit card, a surcharge of five percent (5%) shall be added to the invoiced amount to cover card processing fees. The Client may avoid this surcharge by paying via bank transfer.

8. Certainly AI Account

8.1 The Certainly AI Account is available to all Clients on all active Subscription plans. Under this arrangement, Certainly provisions and manages an OpenAI API key on behalf of the Client to enable AI-powered interactions through the Platform.

8.2 The Client is free to select any OpenAI model made available through the Platform. Certainly may provide guidance on model selection but accepts no responsibility for model performance, output quality, accuracy, or cost outcomes arising from the Client's choice of model. The Client is solely responsible for reviewing and understanding OpenAI's published model pricing, available at openai.com/api/pricing. Raw OpenAI consumption costs are passed through at the rates published by OpenAI from time to time, plus the Surcharge set out in Clause 8.4.

8.3 To activate and maintain the Certainly AI Account, the Client must maintain a prepaid balance. The minimum top-up amount is EUR 1,000 or USD 1,000, or the equivalent in the Client's billing currency as stated in the Order Form.

8.4 Certainly applies a Surcharge of twenty percent (20%) to all raw OpenAI consumption costs incurred through the Certainly AI Account. The Surcharge is applied as a daily micro-debit calculated on actual consumption for that day. By way of illustration: where raw OpenAI token usage on a given day amounts to EUR 1.00, Certainly shall debit EUR 1.20 from the Client's balance in respect of that day. The Surcharge is applied in consideration of API key provisioning, key management, usage monitoring, reporting services, and platform overhead provided by Certainly.

8.5 Where the Client's Certainly AI Account balance falls to fifty percent (50%) or below of the most recent top-up amount, Auto-Replenishment shall be triggered. Certainly shall immediately charge the replenishment amount to the card or bank account held on file. For the avoidance of doubt, Auto-Replenishment charges are due and payable upon charge and are not subject to Net-8 payment terms.

8.6 The Client is responsible for ensuring that valid payment details are maintained on file at all times to facilitate Auto-Replenishment. Where Auto-Replenishment fails due to invalid or declined payment details, Certainly may suspend AI functionality until the account balance is restored.

8.7 Certainly shall provide usage reporting through the Platform dashboard in respect of all consumption attributed to the Certainly AI Account.

8.8 All amounts loaded to, charged against, or debited from the Certainly AI Account, including without limitation top-up amounts and the Surcharge, are non-refundable in all circumstances, including upon suspension, termination, or expiry of the Subscription.

9. Certainly Voice Account

9.1 The Certainly Voice Account is available to Clients on voice-enabled Subscription plans. Under this arrangement, Certainly provisions and manages a Twilio account and associated credentials on behalf of the Client for the purpose of enabling voice-based AI interactions through the Platform.

9.2 The Certainly Voice Account is maintained as a separate prepaid balance from the Certainly AI Account. The two accounts are independently funded, independently debited, and independently subject to Auto-Replenishment. A shortfall in one account does not affect the other.

9.3 The minimum top-up amount for the Certainly Voice Account is EUR 1,000 or USD 1,000, or the equivalent in the Client's billing currency as stated in the Order Form.

9.4 Certainly applies a Surcharge of twenty percent (20%) to all raw Twilio consumption costs incurred through the Certainly Voice Account, applied as a daily micro-debit on actual usage for that day. The Surcharge is applied in consideration of account provisioning, credential management, usage monitoring, and reporting services provided by Certainly.

9.5 Where the Client's Certainly Voice Account balance falls to fifty percent (50%) or below of the most recent top-up amount, Auto-Replenishment shall be triggered on the same terms as set out in Clause 8.5. Certainly shall immediately charge the replenishment amount to the payment method on file.

9.6 Certainly shall provide usage reporting through the Platform dashboard in respect of all consumption attributed to the Certainly Voice Account.

9.7 All amounts loaded to, charged against, or debited from the Certainly Voice Account, including without limitation top-up amounts and the Surcharge, are non-refundable in all circumstances, including upon suspension, termination, or expiry of the Subscription.

9.8 Certainly does not control and accepts no liability for the availability, performance, pricing, or any acts or omissions of Twilio or any other telephony provider. The provisions of Clause 20 apply equally to the Certainly Voice Account.

10. Bring Your Own Key (BYOK)

10.1 The BYOK arrangement is available exclusively to Clients on Pro and Enterprise Subscription plans, as specified in the Order Form.

10.2 Under BYOK, the Client supplies its own API key or third-party provider credentials, including without limitation OpenAI API keys and Twilio credentials for voice, for use with the Platform. The Client may elect to use BYOK for AI functionality, for voice functionality, or for both, independently of each other.

10.3 Where BYOK is in use, the Client is solely responsible for:

10.3.1 the procurement, configuration, and ongoing maintenance of the relevant API key or credentials;

10.3.2 all charges levied by the relevant third-party provider in connection with the Client's usage;

10.3.3 monitoring and managing the balance, quota, or rate limits of the relevant provider account;

10.3.4 replenishing the provider account as required to maintain continuity of service; and

10.3.5 ensuring compliance with the relevant provider's terms of service, acceptable use policies, and all applicable law.

10.4 Where BYOK is in use, Certainly shall not provide API key provisioning, usage reporting within the Platform, balance monitoring, or Auto-Replenishment services in respect of the BYOK account. The Surcharge described in Clauses 8 and 9 shall not apply to consumption processed through BYOK credentials.

10.5 Certainly accepts no liability whatsoever for any costs, overages, service interruptions, data loss, security incidents, or other losses arising from or in connection with the Client's use of BYOK credentials or the Client's relationship with any third-party provider. The Client shall indemnify Certainly against any and all claims, costs, damages, and liabilities arising from the Client's use of BYOK.

10.6 The use of BYOK does not affect the Client's obligation to pay the Subscription fee specified in the Order Form. The Subscription fee remains due and payable in full regardless of whether the Client uses the Certainly AI Account, the Certainly Voice Account, or BYOK.

11. Cancellation and Auto-Renewal

11.1 All Subscriptions renew automatically at the end of each Subscription term unless cancelled by valid written notice in accordance with this Clause 11.

11.2 For Subscriptions with a term of fewer than twelve (12) months, including any POC, the Client must provide written cancellation notice no fewer than the number of days specified in the Order Form prior to the end of the then-current term.

11.3 For Subscriptions with a term of twelve (12) months or more, the Client must provide written cancellation notice no fewer than sixty (60) days prior to the renewal date. By way of illustration: where the renewal date is 1 November, valid cancellation notice must be received by Certainly no later than 1 September of that year.

11.4 Valid cancellation must be submitted in writing by email to finance@certainly.io or by written notice addressed to Certainly at the registered address set out at the head of these Terms. Cancellation by telephone, text message, social media, or verbal communication shall not constitute valid notice and shall have no legal effect.

11.5 Where valid cancellation notice is not received within the required notice period, the Subscription shall automatically renew for a further term of equivalent duration and Certainly shall issue an invoice accordingly. The Client shall be liable for the full Subscription fee in respect of that renewed term.

11.6 No refund shall be payable in respect of any unused portion of a cancelled Subscription term, except as required by applicable law.

11.7 Certainly may terminate the Agreement by written notice where the Client is in material breach of these Terms and has failed to remedy that breach within fourteen (14) days of written notice from Certainly. In such circumstances, no refund shall be payable.

12. Upgrades and Downgrades

12.1 The Client may request an upgrade or downgrade of its Subscription plan at any time, subject to availability.

12.2 Where the Client upgrades its Subscription, the higher fee shall apply with immediate effect. The additional charge for the remainder of the current billing period shall be invoiced on a pro-rata basis and is payable on Net-8 terms.

12.3 Where the Client downgrades its Subscription, the lower fee shall apply from the next renewal date. No credit or refund shall be issued in respect of the period between the downgrade request and the next renewal date.

12.4 The Client acknowledges that downgrading may result in the loss of access to certain features, channels, or data. Certainly accepts no liability for any loss arising from a Client-initiated downgrade.

13. Intellectual Property

13.1 Certainly retains all Intellectual Property Rights in and to the Platform, the Services, and all underlying technology, software, algorithms, models, designs, interfaces, documentation, and know-how, whether or not registered. Nothing in these Terms or any Order Form transfers any Intellectual Property Rights in the Platform or the Services to the Client.

13.2 The Client is granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for its internal business purposes and for the duration of the Subscription, in accordance with these Terms.

13.3 The Client retains ownership of all data, content, and materials it uploads, inputs, or generates through its own use of the Platform, subject to the licence granted at Clause 14.2.

13.4 All standard integrations developed by Certainly, whether pre-built or developed in connection with a Client engagement, remain the exclusive property of Certainly. The Client receives a licence to use such integrations solely in connection with its active Subscription. That licence terminates upon expiry or termination of the Subscription.

13.5 Where the Client engages Certainly to develop bespoke configurations, workflows, integrations, or other deliverables through the professional services arrangement described in Clause 17 ("Bespoke Deliverables"), all Intellectual Property Rights in and to such Bespoke Deliverables shall vest in and remain the exclusive property of Certainly upon creation. The Client shall receive a limited, non-exclusive, non-transferable licence to use the Bespoke Deliverables solely in connection with its active Subscription for the duration of the Subscription term.

13.6 Transfer of Intellectual Property Rights in Bespoke Deliverables to the Client may only be effected by way of a separately executed IP Assignment Addendum, duly signed by authorised representatives of both parties. No such transfer shall be implied from these Terms, any Order Form, or any Statement of Work.

13.7 The Client shall not: (a) copy, modify, reverse-engineer, decompile, or disassemble any part of the Platform; (b) create derivative works based on the Platform; (c) use the Platform to build a competing product or service; (d) remove or obscure any proprietary notices on the Platform; or (e) represent that it owns any part of the Platform or the Services.

14. Client Data and Confidentiality

14.1 The Client retains full ownership of all data it uploads, inputs, or causes to be processed through the Platform, including without limitation conversation logs, End User data, and configuration data ("Client Data").

14.2 The Client grants Certainly a limited, non-exclusive licence to process Client Data solely to the extent necessary to provide the Services, to operate and maintain the Platform, and to generate anonymised, aggregated performance data as described in Clause 14.7. Certainly shall not use Client Data for any other purpose without the Client's prior written consent.

14.3 Certainly shall not use Client Data to train AI models without the prior explicit written consent of the Client.

14.4 The processing of personal data by Certainly on behalf of the Client is governed exclusively by the Data Processing Agreement at certainly.io/dpa and the Data Policy at certainly.io/data-policy. The Client is responsible for ensuring that its use of the Platform complies with all applicable data protection legislation, including without limitation the General Data Protection Regulation (Regulation (EU) 2016/679).

14.5 Each party undertakes to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except where required by law or a regulatory authority. Each party shall use the other's Confidential Information only for the purposes of performing its obligations or exercising its rights under the Agreement.

14.6 Confidentiality obligations under this Clause 14 shall survive the expiry or termination of the Agreement for a period of five (5) years.

14.7 Certainly may collect and analyse aggregated, anonymised, and de-identified data relating to the use and performance of the Platform for the purposes of product development, performance benchmarking, and service improvement. Such data shall not identify the Client or any End User.

15. Acceptable Use and Fair Use

General Acceptable Use

15.1 The Client shall use the Platform only for lawful purposes and in accordance with these Terms. The Client is responsible for ensuring that all End Users comply with these Terms as a condition of their access.

15.2 The Client shall not use the Platform to:

15.2.1 transmit, distribute, or store any content that is unlawful, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable;

15.2.2 infringe any third party's Intellectual Property Rights, privacy rights, or other legal rights;

15.2.3 distribute malicious code, viruses, or any software designed to damage or disrupt the Platform or any third-party system;

15.2.4 attempt to gain unauthorised access to the Platform, Certainly's systems, or any data not belonging to the Client;

15.2.5 use automated means, including bots, scrapers, or crawlers, to access or extract data from the Platform other than through Certainly's published APIs;

15.2.6 impersonate any person or entity or misrepresent the Client's affiliation with any person or entity;

15.2.7 engage in any activity that places a disproportionate or unreasonable load on the Platform's infrastructure or that interferes with the use of the Platform by other clients; or

15.2.8 use the Platform to build, train, or develop a product or service that competes directly with Certainly.

Healthcare

15.3 The Platform may be used by clients operating in the healthcare sector, including for patient-facing applications such as appointment scheduling, administrative support, and general information provision. Prior to any such deployment, the Client must:

15.3.1 conduct and document its own assessment of all regulatory requirements applicable to its deployment, including without limitation any requirements under applicable medical device regulation, digital health legislation, and patient safety law in each relevant jurisdiction;

15.3.2 ensure that all AI-generated outputs are subject to appropriate clinical oversight and that no AI-generated response is presented to End Users as constituting medical advice, clinical diagnosis, or a substitute for professional medical judgment; and

15.3.3 obtain all necessary regulatory approvals, consents, and notifications required for the deployment.

15.4 Certainly accepts no liability whatsoever for any harm, regulatory penalty, or claim arising from the Client's healthcare deployment. The Client shall indemnify Certainly against any and all claims arising in connection with such use.

Financial Services

15.5 The Platform may be used by clients in the financial services sector for general customer service purposes, including account enquiries, product information, and FAQ-style interactions. The Client must ensure that:

15.5.1 any AI-generated content presented to End Users in a financial services context includes a clear and prominent disclosure that the response is generated by an AI system and does not constitute regulated financial advice;

15.5.2 the Platform is not used to deliver regulated investment advice, personalised financial recommendations, or any other regulated activity without the necessary authorisation and in compliance with all applicable financial services legislation; and

15.5.3 the Client's deployment complies with all applicable financial services regulation in each jurisdiction in which it operates.

15.6 Certainly accepts no financial or legal liability whatsoever for any regulatory breach, financial loss, or claim arising from the Client's use of the Platform in a financial services context. The Client shall indemnify Certainly against any and all such claims.

Minors

15.7 The Client is solely responsible for ensuring that its deployment of the Platform complies with all applicable laws concerning the protection of minors, including without limitation the General Data Protection Regulation (Article 8), the Children's Online Privacy Protection Act (where applicable), and any equivalent national legislation. The Client warrants that:

15.7.1 where the Client's platform or service is directed at or is likely to be accessed by individuals under the age of sixteen (16), the Client has implemented appropriate safeguards, parental consent mechanisms, and data handling practices as required by applicable law;

15.7.2 the Platform shall not be used in any manner designed to exploit, manipulate, or cause harm to minors; and

15.7.3 the Client shall notify Certainly promptly if it becomes aware that any deployment is being used in a manner that may harm or exploit minors.

15.8 Certainly reserves the right to suspend immediately any deployment that it reasonably believes is being used in a manner harmful to minors, without prior notice and without liability to the Client.

Fair Use

15.9 The Client's use of the Platform, including without limitation the volume of API calls, data storage, and concurrent sessions, must remain within the parameters of its Subscription plan. Certainly reserves the right to review usage and to notify the Client where usage materially exceeds the expected parameters for the applicable plan tier.

15.10 Where the Client's usage persistently and materially exceeds fair use parameters, Certainly may require the Client to upgrade to a higher plan tier or may apply additional charges by prior written agreement. Certainly shall not apply additional charges without prior written notice to and agreement from the Client.

16. Onboarding Services

16.1 Where the Order Form includes an onboarding programme, Certainly shall deliver the number of sessions and format specified therein, remotely unless otherwise agreed in writing by both parties.

16.2 The Client shall provide all access, credentials, content, systems access, and cooperation required for Certainly to deliver the onboarding programme. Where delay is attributable to the Client's failure to provide such access or cooperation, sessions may be rescheduled at Certainly's reasonable discretion without reduction in fees.

16.3 The onboarding fee is non-refundable once the programme has commenced. For the purposes of this Clause, commencement shall mean the delivery of the first session.

16.4 Any work falling outside the agreed onboarding scope, including without limitation building, configuring, or extending the Platform solution on the Client's behalf, is not included within the onboarding programme and shall be subject to a separate Statement of Work in accordance with Clause 17.

16.5 Certainly makes no warranty that the Client will achieve any specific outcome or level of platform performance as a result of completing the onboarding programme.

17. Professional Services and Consultancy

17.1 Certainly may, at the Client's request, provide professional services including bespoke configuration, custom integration development, workflow design, and strategic consultancy ("Professional Services").

17.2 All Professional Services are subject to a separately executed Statement of Work or Order Form setting out the agreed scope, deliverables, timeline, and fees. No Professional Services engagement shall be deemed agreed solely by reference to these Terms.

17.3 The standard published rate for Professional Services is EUR 200 per hour or USD 200 per hour, as applicable to the Client's billing currency. Alternative rates may be agreed in writing in the applicable Statement of Work or Order Form and shall apply solely to the engagement to which they relate.

17.4 All Intellectual Property Rights in any deliverables produced by Certainly in the course of providing Professional Services, including without limitation bespoke configurations, custom integrations, templates, and workflows ("Bespoke Deliverables"), shall vest in and remain the exclusive property of Certainly upon creation.

17.5 The Client shall receive a limited, non-exclusive, non-transferable licence to use Bespoke Deliverables solely in connection with its active Subscription for the duration of the Subscription term. That licence terminates immediately upon expiry or termination of the Subscription.

17.6 Transfer of Intellectual Property Rights in Bespoke Deliverables to the Client may only be effected pursuant to a separately executed IP Assignment Addendum. No such transfer shall be implied from any Statement of Work, Order Form, or these Terms.

17.7 Professional Services fees are payable on the terms set out in the applicable Statement of Work. Where no payment terms are specified, Professional Services fees are payable within Net-8 days of invoice.

18. Third-Party Services and Integrations

18.1 The Platform may include integrations with third-party platforms, applications, and services ("Third-Party Services"), including without limitation CRM systems, e-commerce platforms, helpdesk tools, and communication channels.

18.2 Certainly provides such integrations for the Client's convenience only. Certainly does not endorse, control, or accept responsibility for any Third-Party Service or its content, availability, or performance.

18.3 The Client's use of any Third-Party Service is subject to the terms and conditions of the relevant provider. The Client is responsible for obtaining all necessary licences, accounts, and consents required to use Third-Party Services in conjunction with the Platform.

18.4 Certainly shall not be liable for any loss or damage arising from the unavailability, modification, or discontinuation of any Third-Party Service or from the Client's reliance on such a service.

18.5 Where a Third-Party Service is discontinued or materially changed in a manner that affects the Platform, Certainly shall use commercially reasonable endeavours to provide the Client with reasonable advance notice and, where possible, an alternative solution.

19. LLM and AI Usage

19.1 Where the Order Form specifies an Included Model, Certainly shall provide the Client with access to that model and shall meet the relevant provider's usage charges up to the Included Conversations limit. No separate API key or provider account is required from the Client in respect of the Included Model.

19.2 The Included Conversations allowance is subject to fair use in accordance with Clause 15.9. Certainly reserves the right to review usage and to notify the Client where Conversation volumes materially exceed the level expected for the applicable plan.

19.3 Where the Client exceeds the Included Conversations, Overage shall be charged at the rate specified in the Order Form, billed monthly in arrears. Certainly shall notify the Client when usage approaches or exceeds the Included Conversations limit. Where the Client fails to purchase additional Conversation capacity within seven (7) days of such notification, Certainly reserves the right to throttle or suspend AI functionality until the shortfall is resolved. Certainly shall not suspend access to non-AI Platform features solely on account of a Conversation Overage.

19.4 The Client may elect to use AI models other than the Included Model through the Platform. Such usage is not covered by Certainly's sponsorship and requires either a Client-provided API key under the BYOK arrangement (Clause 10) or a separately agreed top-up. All costs attributable to non-Included Model usage are the sole responsibility of the Client.

19.5 The Client acknowledges that AI model outputs may be inaccurate, incomplete, biased, or otherwise unsuitable for the Client's intended purpose. The Client accepts sole responsibility for reviewing, supervising, testing, and governing all AI-generated content deployed to End Users. Certainly accepts no liability for any harm caused by AI model outputs.

19.6 The provisions of this Clause 19 shall survive the expiry of any POC and shall continue to apply under the Standard Agreement.

20. AI Provider Dependency

20.1 Certainly does not control and accepts no responsibility for the availability, pricing, performance, throttling, modification, suspension, or any other act or omission of any AI model provider or telephony provider, including without limitation OpenAI and Twilio.

20.2 Certainly shall use reasonable endeavours to notify the Client in advance of any material change to the Included Model, including any change of model provider, deprecation of the Included Model, or material change to the model's capabilities or pricing.

20.3 Certainly shall not be liable for any costs, overages, service interruptions, data loss, or other losses arising from the acts or omissions of any model or telephony provider, save to the extent that such loss is directly caused by Certainly's own gross negligence or wilful misconduct.

20.4 Provider pricing for AI models and telephony services is set exclusively by the relevant third-party provider and may change without notice to Certainly. Certainly shall pass through any such changes to the Client with reasonable notice where they affect the Surcharge calculation or the operation of the Certainly AI Account or Certainly Voice Account.

21. Warranties and Disclaimer

21.1 Certainly warrants that: (a) it has the right and authority to enter into the Agreement and to grant the licences set out herein; (b) it will provide the Services with reasonable skill and care; and (c) it will use commercially reasonable endeavours to maintain Platform availability in accordance with the SLA.

21.2 SAVE AS EXPRESSLY SET OUT IN CLAUSE 21.1, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". CERTAINLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

21.3 Certainly does not warrant that: (a) the Platform will be uninterrupted, error-free, or free of harmful components; (b) AI-generated outputs will be accurate, complete, or appropriate for the Client's purpose; or (c) the Platform will meet the Client's specific requirements.

21.4 The Client warrants that: (a) it has the right and authority to enter into the Agreement; (b) its use of the Platform will comply with these Terms and all applicable laws; (c) it has obtained all necessary consents for the processing of End User data through the Platform; and (d) it will not use the Platform in any way that infringes the rights of any third party.

22. Liability and Indemnity

22.1 Nothing in these Terms shall exclude or limit either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

22.2 Subject to Clause 22.1, Certainly's total aggregate liability to the Client under or in connection with the Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the lesser of:

22.2.1 the total fees paid by the Client to Certainly in the three (3) calendar months immediately preceding the event giving rise to the claim; or

22.2.2 EUR 10,000 (ten thousand euros).

22.3 Subject to Clause 22.1, neither party shall be liable to the other for any: (a) loss of profits; (b) loss of revenue; (c) loss of business or contracts; (d) loss of anticipated savings; (e) loss of data beyond what is set out in the SLA; (f) reputational damage; or (g) indirect, special, or consequential loss or damage of any kind, in each case whether or not such loss was foreseeable or the party had been advised of its possibility.

22.4 The Client shall indemnify, defend, and hold harmless Certainly and its directors, officers, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or in connection with:

22.4.1 the Client's breach of these Terms;

22.4.2 the Client's use of the Platform in a manner not permitted by these Terms;

22.4.3 any claim by an End User or third party arising from the Client's deployment of a conversational AI solution using the Platform;

22.4.4 the Client's deployment of the Platform in a healthcare or financial services context, as described in Clauses 15.3 to 15.6;

22.4.5 any breach of applicable law relating to the protection of minors in connection with the Client's deployment, as described in Clause 15.7; or

22.4.6 the Client's use of BYOK credentials, as described in Clause 10.5.

22.5 Certainly's liability in respect of any failure to meet the SLA is governed exclusively by the remedies set out in the SLA. No additional liability shall attach to Certainly in respect of Platform availability beyond what is expressly stated in the SLA.

23. Suspension and Termination

23.1 Certainly may suspend the Client's access to the Platform immediately and without prior notice where:

23.1.1 the Client fails to make payment when due and does not remedy the failure within seven (7) days of written notice from Certainly;

23.1.2 the Client is in material breach of the acceptable use provisions in Clause 15;

23.1.3 the Client's use of the Platform poses an immediate risk to the security, integrity, or availability of the Platform or to any third party;

23.1.4 Certainly is required to do so by applicable law or regulatory authority; or

23.1.5 Auto-Replenishment fails and the Client's Certainly AI Account or Certainly Voice Account balance reaches zero.

23.2 Certainly may terminate the Agreement by written notice where:

23.2.1 the Client is in material breach of these Terms and fails to remedy that breach within fourteen (14) days of written notice from Certainly;

23.2.2 the Client becomes insolvent, enters administration, liquidation, or any analogous insolvency or reorganisation procedure; or

23.2.3 Certainly discontinues the Platform or a material part of the Services, in which case Certainly shall provide no fewer than ninety (90) days' prior written notice and shall issue a pro-rata refund in respect of any prepaid fees for the period following discontinuation.

23.3 Upon termination or expiry of the Agreement for any reason:

23.3.1 all licences granted to the Client under these Terms shall immediately terminate;

23.3.2 the Client shall cease all use of the Platform;

23.3.3 any Certainly AI Account or Certainly Voice Account keys provisioned by Certainly shall be revoked; and

23.3.4 Certainly shall make the Client's data available for export for a period of thirty (30) days following termination, after which it may be permanently deleted in accordance with the DPA.

23.4 Termination shall not affect any accrued rights or liabilities of either party, nor the continuation of any provision of these Terms expressed to survive termination.

24. Modifications to the Terms

24.1 Certainly reserves the right to modify these Terms at any time by publishing an updated version at certainly.io/terms with a revised effective date.

24.2 For active paid Subscriptions, material changes to these Terms shall take effect at the next renewal date following the change, provided that Certainly has given no fewer than thirty (30) days' prior written notice to the Client.

24.3 Continued use of the Platform after the effective date of any amendment constitutes the Client's acceptance of the updated Terms. Where the Client does not accept the updated Terms, it may terminate its Subscription by providing valid cancellation notice in accordance with Clause 11 prior to the effective date of the change.

24.4 Certainly shall maintain a version history of these Terms and shall make prior versions available to Clients upon written request.

25. Governing Law and Jurisdiction

25.1 These Terms and the Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of the Kingdom of Denmark.

25.2 Each party irrevocably agrees that the courts of Denmark, and specifically the City Court of Copenhagen (Retten i Kobenhavn), shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation.

25.3 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

26. General Provisions

26.1 Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, shall be deleted. Any modification or deletion shall not affect the validity or enforceability of the remaining provisions.

26.2 Entire Agreement. These Terms, together with the applicable Order Form, DPA, SLA, and any Statement of Work, constitute the entire agreement between the parties in respect of the subject matter hereof and supersede all prior agreements, representations, and understandings, whether written or oral.

26.3 Assignment. Certainly may assign or transfer its rights and obligations under the Agreement to any successor entity, affiliate, or acquirer of the relevant business, without the Client's prior consent. The Client may not assign, transfer, or subcontract any of its rights or obligations under the Agreement without Certainly's prior written consent, such consent not to be unreasonably withheld.

26.4 Waiver. No failure or delay by either party in exercising any right or remedy under the Agreement shall constitute a waiver of that right or remedy. No waiver of any provision of these Terms shall be effective unless made in writing and signed by an authorised representative of the waiving party.

26.5 Notices. All formal notices under these Terms must be in writing. Notices from the Client to Certainly must be sent by email to finance@certainly.io or by post to Certainly's registered address. Notices from Certainly to the Client will be sent to the email address specified in the Order Form or registered on the Client's account. Notices sent by email shall be deemed received on the next business day following transmission, provided no delivery failure notification is received.

26.6 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, pandemic, war, civil unrest, government action, or failure of third-party telecommunications or internet infrastructure. The affected party shall notify the other party promptly upon becoming aware of a force majeure event and shall use reasonable endeavours to mitigate its impact.

26.7 Relationship of the Parties. The parties are independent contractors. Nothing in the Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between the parties.

26.8 Third-Party Rights. The Agreement is entered into for the benefit of the parties only. No third party shall have any right to enforce any provision of the Agreement.

26.9 Headings. Clause headings are included for convenience only and shall not affect the interpretation of these Terms.

Prior versions of these Terms are retained on file in accordance with Clause 24.4 and are available to Clients on written request to legal@certainly.io.