Terms & Conditions
Last updated on August 23, 2023
GENERAL TERMS & CONDITIONS FOR CERTAINLY
Certainly Group ApS
Company registration number: 42292540
Pilestræde 28A, Copenhagen K 1112, Denmark
(“Certainly”), a company incorporated in Denmark.
1. The Terms & Conditions
1.1. These terms and conditions (“Terms”) set out the rights, obligations, and restrictions that apply between you as a “User” and Certainly when accessing Certainly’s website and/or using or downloading any of the data and services (“Services”) provided by Certainly under a Subscription.
2. Formation of Agreement
2.1. By registering online, the User offers to enter into a legally binding agreement with Certainly for the use of the Services either as a free trial or a paid subscription. The User will be notified by email upon receipt of their registration inquiry. Before an agreement is formed, the User must activate their account; the account remains inactive until activated by Certainly.
3. Purpose and Instructions
3.1. Certainly delivers a cloud-based Software-as-a-Service platform for companies to build, launch, and manage conversational solutions—including AI chatbots, voice bots, digital twins, and general Conversational Commerce experiences—on their own web properties as well as on third-party communication channels.
4. Registration, User Account, and User Information
4.1. Registration is only allowed for persons of unlimited legal capacity. Minors may not register.
4.2. A current email address and a password are required for registration. They serve as login details and are used for communication with Certainly. Only one account can be created per email address.
4.3. The password is confidential. Ensure the account remains secure and notify Certainly immediately if misuse by a third party is suspected.
4.4. The account is strictly personal. It may not be transferred or shared with third parties without Certainly’s express consent.
4.5. The User is liable for all activities that occur under their account.
5. Subscriptions
5.1. Users can subscribe to Certainly’s Services as listed on the pricing page of the website (each a “Subscription”).
5.2. Subscriptions renew automatically at the end of each period unless cancelled via the Subscription page before the current period ends. Cancellation takes effect the day after the last day of the current period. No refunds are provided for cancelled Subscriptions, except where required by law.
5.3. Subscriptions with a term of 12 months or more must be cancelled at least 90 days before expiry; those with a term of less than 12 months require a 30-day notice.
5.4. Cancellation should be done via the Subscription page or by emailing finance@certainly.io.
5.5. Other cancellation methods (e.g., phone, fax, text) are not valid.
5.6. Price changes may occur, with notice given in advance. Continued use of the Services after a price change signifies acceptance of the new price.
6. Payment & Credit Control
6.1. Subscriptions are billed in advance on a net-8 payment term; additional consumption is billed monthly in arrears.
6.2. At the end of a free trial, the User is automatically moved to the minimum Subscription plan and charged for at least one month in advance.
6.3. For 12-month advance payments, the full amount is due on each anniversary.
6.4. If payment fails, Certainly may suspend the account and/or take content offline until payment is processed.
7. Upgrading or Downgrading Accounts
7.1. Users can upgrade or downgrade their accounts and Services when available.
7.2. When downgrading, the User is responsible for any data loss resulting from the removal of Services.
7.3. When upgrading, the higher monthly charge is applied immediately and then on the next billing cycle.
7.4. For a 12-month account upgrade, the increased charge applies immediately until the anniversary date.
8. License & Usage Policy
8.1. The Services remain the property of Certainly. The User is granted a limited, non-exclusive, revocable, and non-transferable (no sublicensing) license to use the Services as intended. Copying, modifying, or exploiting the Services beyond their intended use is prohibited.
9. General User Obligations
9.1. The User must not disrupt the operation or overload the Services. This includes:
- Using software, scripts, or databases to disrupt or overload the Services.
- Automatic reading, blocking, modifying, or copying data unless essential for proper use.
- Distributing or publicly displaying content without approval from Certainly.
9.2. Data obtained via the Services cannot be used for other commercial purposes.
9.3. The User must notify Certainly immediately if any disruption occurs.
10. Term of Contract, Termination, Blocking
10.1. Certainly may change, suspend, or discontinue any part of the Services at any time. If such changes amount to a termination, the User is entitled to a refund for a reasonable portion of any fees paid (no further compensation applies).
10.2. Unpaid trials or offer periods can be withdrawn at any time without notice.
10.3. The contract may be terminated for breach, such as persistent violations of clauses 4.3 or 4.4.
10.4. Termination must be submitted in writing or through the account deletion function.
11. Improving the Services
11.1. Certainly may collect and analyze data related to the use and performance of the Services to improve them and may disclose aggregated or de-identified data.
12. Modifications
12.1. Certainly reserves the right to modify these Terms at any time by posting the updated version with an effective date. For paid subscriptions, changes take effect at the next renewal or upon acceptance of the modified Terms. Continued use indicates acceptance. If you disagree, you may cancel the subscription.
13. Third-Party Services
13.1. The Service may include links and integrations with third-party websites, applications, and services (“Third-Party Services”). Certainly provides these links solely for convenience and is not responsible for their content or availability. Use of such services is at your own risk and subject to their own terms.
14. Warranty & Liability
14.1. Certainly aims to provide uninterrupted service, but full availability cannot be guaranteed.
14.2. There is no warranty that the Services will always be available, timely, secure, or error-free.
14.3. Certainly does not verify all posted content, so accuracy and completeness are not assured.
15. Legal Protection & Waiver of Liability
15.1. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CERTAINLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
15.2. Certainly, its affiliates, suppliers, and employees are not liable for any losses, including direct, indirect, incidental, or consequential damages, arising from the use of the Services. Liability is limited to fees for a three-month Subscription period.
15.3. The User agrees to indemnify and hold Certainly and its affiliates harmless from any claims arising from a breach of these Terms.
15.4. These liability restrictions apply analogously for damages caused by authorized partners or third parties.
15.5. Liability for malicious intent, gross negligence, personal injury, and as required by law is not limited.
16. Support
16.1. Support is provided via email, phone, or other means as determined by Certainly.
16.2. Full support may not be available for free trial accounts.
16.3. Dedicated support may be available at additional cost if agreed in writing.
17. Backup
17.1. Certainly provides daily backups and automated rollback deployment pipelines which can be activated at any time.
17.2. Certainly does not guarantee that the User’s stored content can be reproduced if lost.
18. Specific Service Rules
18.1. The User is prohibited from:
- Abusing, harassing, threatening, stalking, defaming, or violating the rights of others.
- Publishing or distributing unlawful, harmful, obscene, indecent, libelous, or otherwise objectionable material.
- Harvesting or misusing data provided by other users.
- Encouraging illegal activity or violating others’ rights.
- Deliberately misleading other users or impersonating others to obtain information.
- Transmitting malicious software or code.
- Attempting unauthorized access to Certainly’s servers or equipment.
- Removing or obscuring any notices or advertising provided by Certainly.
- Providing access to infringing content or linking to content that violates intellectual property rights.
- Using any automated means (e.g., robots, spiders, scrapers) to access the Services.
19. Data Protection
19.1. Data protection is subject to:
- Certainly’s Data Privacy Policy (certainly.io/data-policy)
- Certainly’s Data Processor Agreement (certainly.io/dpa)
20. Right of Indemnity
20.1. The User shall hold Certainly and its staff harmless from all third-party claims related to legal or intellectual property infringements connected to the use of the Services.
20.2. The User agrees to reimburse Certainly for any costs, including litigation expenses, arising from such claims. Certainly will notify the User promptly regarding any legal defense measures.
21. Miscellaneous
21.1. If any provision of these Terms is found inapplicable, the remaining provisions shall continue in full force.
21.2. Certainly will notify the User of amendments to these Terms via written notice or a link to the updated version.
21.3. Certainly may assign its rights and obligations under these Terms to a new provider without the User’s prior consent.
22. Governing Law and Jurisdiction
22.1. These Terms and any related contracts are governed by the laws of Denmark.
22.2. All disputes arising from these Terms are subject to the jurisdiction of the City Court of Copenhagen in Denmark.