Contract stuff... Let’s not make it boring!

Parties

1.1 The Agreement is by and between:

Associated Documents
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1.2 The T&Cs include the Associated Documents below and any that may be published at contractbook.com, all of which shall be part of the Agreement when relevant:

2.1 The Agreement becomes valid when the Order Confirmation is signed by the Customer.
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2.2 These T&Cs including any Associated Documents apply to Paid Customers, unless expressly specified, or when the context of the clause clearly suggests otherwise.

General

3.1 Unless otherwise specified in the Order Confirmation, all fees are in euros.

3.2 Fees shall be added with applicable Value-Added Tax and any other mandatory taxes.

‍3.3 The Services are non-cancellable during the Term, and all fees are non-refundable unless otherwise specified in the Order Confirmation.

3.4 Payment for the Services is due upon acceptance of the
Order Confirmation, after which the fees are payable in advance for each future Term during the duration of the Agreement.

‍Late Payment

‍3.5 In case of late payment, any unpaid amounts will bear interest at the rate of 1.5% per month, and the Customer
shall pay an administration fee equivalent to DKK 100 for every reminder sent by Contractbook.

3.6 Contractbook may suspend access to the Platform with immediate effect if the Customer fails to pay any invoiced fees. A suspension will not relieve the Customer from the obligation to pay such invoices or any other fees.

‍Changes

‍3.7 The prices, features, and options of the Services depend on the Subscription selected by the Paid Customer.

3.8 Contractbook has the right to adjust the prices, features, or options included in the Paid Customer Services, provided that the changes shall not take effect until the next Term.

3.9 Contractbook informs the Paid Customer of any changes in the prices (except for increase specified in 4.3 as part of renewal), features, or options for the subsequent renewal by a written notice no later than 60 days prior to the end of the previous Term.

Duration of the Agreement

4.1 The Agreement remains valid for the Initial Term (and any subsequent Term), except if terminated in accordance with this section.

Automatic Renewal

‍4.2 After the Initial Term, the Order Confirmation including Associated Documents and these Terms & Conditions renews automatically with the then-current, standard non-discounted price for an additional period of the same duration as the preceding period.

4.3 The automatic renewal shall have equivalent terms and conditions to the Order Confirmation, with an increase of a maximum of 10% to the total fee from the prior Term (unless related to support or resource-based services).

4.4 The automatic renewal will take place unless either Party informs the non-renewal of the Subscription 30 days before the end of the then-current Term.

4.5 Notification of non-renewal by the Customer shall be sent to
support@contractbook.com.

‍Extraordinary Termination

‍4.6 Either party may terminate the Agreement with an immediate effect if the other Party:

• A. Fails to cure a material breach (including failure to pay undisputed fees) within 30 days after a written notice

• B. If a Party seeks bankruptcy or similar proceedings or if such proceedings are initiated and aren't resolved within 60 days

• C. Becomes subject to sanctions or equivalent measures

• D. Ceases operation without a successor

Effects of Termination

4.7 If the Agreement is terminated for any reason:

• A. The Customer shall pay any unpaid amounts up to the termination.

• B. Any debts owed by the Customer to Contractbook
prior to the termination will remain valid.

• C. The Customer's right to use the Services will cease immediately.

• D. The confidentiality obligation noted in clause 9 shall remain valid between Customer and Contractbook after the termination of the Agreement.

4.8 As part of the termination, Contractbook’s obligation to provide any additional Services to the Customer will immediately end, except for any Services explicitly stated in the Order Confirmation to be offered after the termination.

4.9 The Customer shall remove (or give back, if requested by Contractbook) any Contractbook documents, access codes, and other Confidential Information as part of the termination, except
the Contractbook Templates.

4.10 Sections intended to remain valid (i.e. survive the termination) after the termination shall do so.

Requirements for the Customer

5.1 The Customer confirms that they are of legal age (either 18 years or older or whatever the legal age is in their country) and are legally capable of entering into the Agreement.

5.2 The Customer confirm that they use products and services offered by Contractbook solely for business activities. Contractbook does not provide its solutions to consumers.

5.3 If the Customer is agreeing to this Agreement on behalf of an organization or entity, the Customer assures that they have the authority to enter into this Agreement (and if relevant, the authority to sign the Order Confirmation).

License to Use Platform

5.4 Subject to the Agreement, the Customer is granted a right to use the Platform for its ordinary lawful business activity. This license to use the Platform is limited, shall not be given to third, and is only valid while the Agreement is in effect.

Content Uploaded to the Platform

5.5 Contractbook does not review everything that users upload to the platform, and Contractbook has the right (though not an obligation) to take down any User Content that breaks the rules outlined in the Agreement or infringes on the intellectual property rights of third parties or any relevant laws
in the areas where Contractbook provides its Services or may in future provide Services.

5.6 The Customer acknowledges and agrees that Contractbook does not verify, approve, or support User Content. The Customer bears all risks associated with the use of its User Content.

Obligations of the Customer

5.7 The Customer will cooperate with the Contractbook by providing the necessary information and materials as reasonably could be required. The Customer shall ensure the accuracy and completeness of the information.

5.8 If the Customer becomes aware of any unauthorized use of the Services or any other solution of Contractbook, the Customer shall promptly inform Contractbook.

5.9 The Customer shall ensure that the Platform is not used for any unfair business practices such as fraud, misrepresentation, or similar.

5.10 The Customer, and any third party they involve, must not under any circumstances:

• A. Share, sell, or give access to the Service to third parties;

• B. Modify or create a derivative work based on the Services;

• C. Reverse engineer or seek to obtain the source code of the Services;

• D. Access without permission non-public parts of the Service, except if permitted by law and after informing Contractbook;

• E. Bypass security measures, or configure the Services to
avoid fees or in any way disrupt the integrity or security;

• F. Access the Services for the purpose of building a competitive product or service or copying its features;

• G. Use or permit the Services to be used for any illegal or misleading purpose;

• H. Collect, use, and disclose data that violates any third-party rights.

Electronic Signatures

5.11 The Customer shall be responsible for ensuring compliance with the requirements imposed by consumer protection and other relevant laws in relation to the use of electronic signatures.

5.12 The Customer is responsible for ensuring that the documents, agreements, or contracts used are appropriate for electronic signatures, and Contractbook is not responsible or liable for any such determination.

5.13 When a Customer signs an agreement electronically using
the Platform the Customer (including its representative) confirms being authorised to do so.

Uptime

6.1 Contractbook will make reasonable efforts to ensure that the Service is online and accessible 99.5% of the time month by month.

6.2 Uptime percentage is calculated by dividing the total available minutes by the minutes in a given month. The uptime shall be determined with Contractbook monitoring portal available at https://status.contractbook.com/.

6.3 Contractbook is committed to swiftly resolving the cause of any disruption and making reasonable efforts to promptly notify the Customer.

6.4 The following circumstances are excluded from the Uptime:

• A. Service work notified and agreed upon between the parties outside of normal working hours;

• B. Force Majeure conditions;

• C. The Customer’s own circumstances that make it impossible or substantially complicate the provision of Services.

Support

6.5 Contractbook provides chat, email, and phone support for its services from 9:00 to 17:00 (CET) / 4:00 AM - 5:00 PM (ET) during regular business days in Denmark, and as specified on website https://contractbook.com/contact-us.

6.6 The Customer shall assist Contractbook with investigating and ascertaining the cause of the fault and provide all necessary information relevant to the fault.

SLA for Enterprise API Customers

6.7 The API Service Level Agreement referred to in section 1.2 shall be part of this Agreement in the case of an enterprise customer with an API subscription (as specified in the Order Confirmation).

7. Free Users

8.1 The Contract Templates may be used, provided that the Customer:

• A. Use them only for its own business;

• B. Do not make money by sharing them;

• C. Use the templates carefully and at the Customer’s own risk.

Types of Data

9.1 The Parties have agreed that the Data shall be owned in the following manner:

Processing of the Data

9.2 Customer grants Contractbook a limited licence to maintain, process, transmit, and display the Customer’s Data as necessary for the performance of the Services:

• A. To reasonably provide, maintain, update, and fix the Services

• B. To prevent security issues or solve technical problems

• C. To ensure contract signees' legal interests are fulfilled

• D. To comply with legal requirements

9.3 Contractbook shall be entitled to retain the relevant Data in its possession (namely signature verification data) for the purpose of electronic signature performance and to fulfill legal obligations until all contract signees confirm the removal.

Removal of Data

9.4 The Customer may influence the Data that is retained as part of the Platform at any time including removal and/or archival of the Customer's Data using the Platform.

9.5 As part of the termination of the Agreement, the Customer may ask for the removal of the Data specified in 9.1 that is fully belonging to the Customer.

9.6 Customer may ask for the removal of contract signature verification data with the condition that each signee consents to the removal.

9.7 Contractbook has a right to remove any Data and Confidential Information after 3 months have passed from the termination of the Agreement.

Disclosure

9.8 If Contractbook is required by law or other similar obligation to disclose Confidential Information, Contractbook will inform the Customer in writing before doing so whenever possible.

Liability for the Data

9.9 The Customer shall be responsible for Data that the Customer provides or uses in the Services. The Customer is solely responsible for complying with any laws applicable to the data the Customer provides and the Customer’s use of the Services.

Customer’s Data Processing

9.10 The Customer warrants that the Customer’s collection and use of any personal information or data provided while using the Services comply with all applicable data protection laws, rules, and regulations.

9.11 The Customer may obtain a copy of the Data Processing Agreement using the automated workflow available on our website that governs the processing of personal data on behalf of the Customer. The agreement is based on a template provided by the Danish Data Protection Agency.

AI Model Training

9.12 Contractbook does not use any data retained in connection with the Platform for AI model training unless the customer has provided consent, either in writing or as part of the Platform

Agreement Data Requirement

9.13 The Customer acknowledges that, unless agreed otherwise, any electronic agreements distributed by the Customer through the Services contain the Customer’s name and email address.

Promotion and Marketing

9.14 The Customer agrees that Contractbook can use their name and logo on Contractbook's websites and in lists of customers for business, promotion, and marketing purposes.

Definition of Confidential Information

10.1 Confidential Information means information that is disclosed by a Party to the other Party in connection with the Services.

10.2 However Confidential Information does not include information that is:

• A. In the public domain not by breach of this Agreement

• B. Known by the receiving Party at the time of disclosure

• C. Lawfully obtained by the other Party from a third party other than through a breach of confidence

• D. Independently developed by the other Party

• E. Expressly indicated by the disclosing Party as not confidential

Obligations Related to Confidential Information

10.3 The Party receiving Confidential Information from the other Party shall:

• A. Only use the Confidential Information for the performance of the Services unless specified otherwise in the Agreement

• B. Keep the Confidential Information secure and confidential and only disclose it as necessary for the performance of the Services

• C. Promptly notify the other Party if it becomes aware of a breach of the confidentiality obligation.

Confidential Information Retention

10.4 The Party's obligations in relation to Confidential Information begin on the date Confidential Information is disclosed and last, until the Confidential Information is removed.

10.5 For the sake of clarity, the confidentiality obligation shall survive the termination of the Agreement.

10.6 Contractbook may retain Confidential Information, namely the Data until it is removed under the terms laid down in the Agreement.

Disclosure due Contractual Obligation

10.7 Contractbook may provide Confidential Information to the other signees of an agreement that the Customer has been a signatory and that has been electronically signed using the Platform. Such a disclosure shall not be deemed a breach of the confidentiality obligation.

Limitation of Liability

11.1 Contractbook shall not be liable for the Services regardless of the form of any claim or action (whether in contract, negligence, strict liability, or otherwise) for:

• A. Any loss of profits, contracts, revenue, business, business opportunity

• B. Any loss or damage arising in connection with liabilities to third parties (whether direct, indirect or consequential)

• C. Any indirect, incidental or consequential loss or damage whatsoever

• D. Any matter beyond Contractbook’s reasonable control

• E. Loss or corruption of data or recovery of data

• F. Goodwill

• G. Security breach resulting from a failure of a third party internet

• H. Anticipated savings or revenue

11.2 The maximum liability of Contractbook under the Agreement is limited to the amounts paid to Contractbook by a Customer during the 12-month period preceding the date on which the first claim arose.

11.3 Any limitations to liability do not exclude or limit either Party's liability for death or personal physical injury arising out of negligence, fraud or fraudulent misrepresentation.

11.4 The use of the Service is the sole responsibility of the Customers and provided on "as is" basis.

11.5 Unless otherwise specified in the Agreement, warranties and other similar terms established by law are excluded.

Assignment

• 12.1 Contractbook may assign this Agreement to any affiliated companies or entities during a corporate restructuring or as part of the sale of its operations.
  
  If Contractbook requests Customer's consent for an assignment other than the restructuring or sale of operations, Customer shall not unreasonably withhold such consent.

• 12.2 Customer may not assign the rights and obligations under the Agreement unless consent is obtained from Contractbook.
  
  Contractbook shall not unreasonably withhold consent for the Customer to assign the Agreement.

  
  If the Agreement is assigned, the predecessor shall remain liable for the obligations arising out of the Agreement.

Force Majeure

‍12.3 If something beyond the Party’s control, like a strike, war, pandemic, or natural disaster, prevents a Party from fulfilling what has been agreed upon in this Agreement (except for the obligation to pay), the Party will not be held responsible.

Severability

‍12.4 If any part of the Agreement is found to be invalid or not enforceable, it will not affect the rest of the Agreement. The other parts will still be valid and enforceable to the extent permitted by the law.

‍Indemnification

‍12.5 The Customer shall protect Contractbook and its partners from any harm, compensating for damages, losses, or other expenses arising out of or related to:

• A. The Customer breaches the Agreement

• B. Any User Content processed through the Services

• C. Any activity in which the Customer engages in

• D. Any of its violation of law or the rights of a third party

Insurance
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12.6 Contractbook shall have customary insurance
from a reputable insurance company.

Entire Agreement
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12.7 This Agreement is the entire agreement between the Parties. It replaces all the agreements, promises, and things said or written by the Parties about the same topic.
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12.8 Whenever relevant the T&Cs include Associated Documents, they jointly form the Agreement between the Parties.

Amendments and Update
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12.9 Amendments to this Agreement shall not be effective unless in writing and signed by the Parties. However, Contractbook may update the T&Cs, including any Associated Documents, with 30 days' notification to the Customer, provided that the changes do not affect the Service prices or features of a Paid Customer.

Waiver
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12.10 If Contractbook does not enforce a right arising from this Agreement, it will not mean giving up (waiving) a particular right.

CISG
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12.11 The United Nations Convention on International Sale of Goods (CISG) shall not apply to this Agreement.

Order of Applicability
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12.12 If there is a conflict between the Terms & Conditions and Associated Contracts or between the Associated Contracts, the following order of precedence shall apply:

• A. Order Confirmation

• B. These Terms & Conditions

• C. API Service Level Agreement

• D. Data Processing Agreement

• E. Data Disclosure Policy

Before Dispute Arises

13.1 Most disputes can be solved without legal action. If the Customer has a legal issue with Contractbook, the Parties agree to try to work things out together.

13.2 Before any formal actions or legal proceedings, the Customer shall contact disputes@contractbook.com. The message shall provide a brief written description and include contact details.

13.3 Contractbook does its best to resolve disputes through friendly discussions and sincere efforts. It is important that both Parties genuinely aim to find a solution before pursuing the legal route. This is for the benefit of both Parties.

Exclusive Governing Law and Dispute Resolution

Proceed only if completed the section above!

Paid Customer located in US

Any other Customer

13.4 Governing Law

Subject to the laws of the
State of New York (US)

13.5 Governing Law

Subject to the laws of the
Denmark (EU)

13.6 Dispute Resolution



If there's a dispute, it will be finally settled by:
Civil Court of the City of New York, US

13.7 Dispute Resolution

If there's a dispute, it will be finally settled by:
City Court of Copenhagen, Denmark

Delivery Method

Any notices, including termination and non-renewal, shall be in writing and delivered by email:

• 14.1 Notices to Free Users:
  
  Notices will be sent to the email address associated with the account on the Platform.

• 14.2 Notices to Paid Customers:
  
  Notices will be sent to the tool owner's email address specified in the Order Confirmation, or as subsequently amended by the Customer in its team settings on the Platform.

• 14.3 Notices to Contractbook:
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  Notices shall be sent by email to support@contractbook.com.

Completion of Delivery

14.4 A notice shall be deemed delivered successful email transmission confirmation has been obtained from the sending email server.