Terms & Conditions

These Terms and Conditions ("Terms") apply to all products, services, software, integrations, and solutions ("Services") provided by SiteSage Drift ApS (CVR: 45531341).

Definitions

For the purposes of these Terms:

Agreement means the applicable agreement, order confirmation, subscription, quotation, or other commercial arrangement between SiteSage and the Customer incorporating these Terms.

Customer means the legal entity purchasing, subscribing to, or using the Services.

Services means all software, products, features, integrations, support, and related services provided by SiteSage.

SiteSage means SiteSage Drift ApS (CVR: 45531341).

1. General

1.1 Scope

All Services are provided under these Terms unless otherwise explicitly agreed in writing. This applies to paid subscriptions, free tools, integrations, onboarding, support, and any related services delivered by SiteSage.

1.2 Agreement Formation

Offers are valid for 14 days unless otherwise stated. An Agreement becomes binding only upon the Customer's acceptance and SiteSage's written confirmation.

1.3 Changes to Terms and Pricing

SiteSage may amend these Terms and pricing from time to time. Changes apply to new agreements immediately and to existing agreements upon renewal or extension.

1.4 Order of Precedence

In the event of a conflict between these Terms and a separate written agreement between the Parties, the separate written agreement shall prevail.

In the event of a conflict between these Terms and SiteSage's Data Processing Agreement regarding the processing of personal data, the Data Processing Agreement shall prevail.

2. Services

2.1 Description

SiteSage provides AI-powered customer support software, including chatbot functionality, designed to support and enhance customer service operations.

The Services include functionality to:

• Filter spam and phishing
• Categorize, summarize, and route tickets
• Generate reply drafts and perform language translations
• Assist or execute actions within connected systems
• Chatbot across website, shop, helpdesk, and internal systems for customer-facing and internal use

The Services may be deployed across customer-facing, internal, and hybrid environments.

Automations, including autonomous handling of customer inquiries or actions, are only enabled if the Customer explicitly agrees to and confirms understanding of the associated risks related to security, system performance, and customer satisfaction.

SiteSage's recommended approach is a human-first, hybrid AI model where human oversight and service quality remain central.

Final decisions and responses remain the responsibility of the Customer.

2.2 Customer Environment Features

Certain features of the Services may enable the use of functionality made available by the Customer's browser, operating system, or device, including spell checking, speech recognition, translation, autofill, and similar end-user features.

Such functionality is provided and managed by the relevant browser, operating system, or device vendor and remains outside SiteSage's control. SiteSage does not determine how such functionality is configured or whether any associated processing is performed locally or by the relevant vendor.

The Customer is responsible for configuring and managing its browser, operating system, and device settings in accordance with its own security, privacy, and compliance requirements.

2.3 Continuous Development

SiteSage continuously develops and improves its Services. The Customer will receive updates, improvements, and new releases as part of the standard Service.

Custom development, integrations, or feature requests outside the standard product scope are subject to separate agreement and pricing.

2.4 Free Services

Certain Services or features may be provided free of charge.

Free Services are provided "as is" and "as available" without guarantees of availability, performance, or accuracy.

SiteSage may modify, limit, suspend, discontinue, commercialize, or introduce usage restrictions for free Services at its sole discretion with reasonable notice.

SiteSage reserves the right to implement usage limits or technical safeguards to ensure system stability and performance.

3. Subscriptions & Commercial Terms

3.1 Pricing Structure

Unless otherwise agreed, SiteSage applies a fixed monthly pricing model based on the Customer's average ticket volume over the past 12 months.

Depending on the Agreement, the following may also apply:

• Optional usage-based pricing models
• Custom add-ons, integrations, or features agreed separately
• Additional service tiers, including premium support or similar offerings

All pricing components will be specified in the applicable Agreement or order confirmation.

3.2 Invoicing and Payment Terms

Services are invoiced in advance. For example, the invoice for May will be issued on 1 April.

Payment terms are 30 days from the invoice date.

In the event of late payment, SiteSage is entitled to charge default interest of 1.5% per commenced month from the due date until payment is made.

SiteSage is further entitled to charge a reminder fee of DKK 200 per reminder.

3.3 Non-Payment

In case of non-payment, SiteSage may issue payment reminders.

If payment is not received, SiteSage is entitled to suspend access to the Services without further notice until full payment has been made.

Suspension of the Services does not release the Customer from its payment obligations or any other obligations under the Agreement.

3.4 Growth and Volume Adjustments

Pricing is based on historical ticket volume. If actual ticket volume increases by more than 50% compared to the Customer's past 12 months average, SiteSage may propose adjusted pricing to reflect the increased usage.

SiteSage shall provide reasonable written notice of any proposed adjustment. If the Parties are unable to agree on revised pricing, either Party may terminate the Agreement with 30 days written notice.

Temporary spikes, including seasonal peaks such as Black Friday or similar events, are not considered material increases under this clause.

3.5 Refunds

Unless otherwise agreed in writing or required by applicable law, fees paid under the Agreement are non-refundable.

Termination of the Agreement does not entitle the Customer to a refund of fees already invoiced or paid.

4. Onboarding & Integrations

4.1 Customer Responsibilities

The Customer shall provide all necessary access, credentials, data, and documentation required for implementation, integration, and operation of the Services.

Delays caused by missing or delayed input from the Customer may impact timelines and performance.

4.2 Integration

SiteSage may perform integrations and system setup on behalf of the Customer. This includes connecting relevant systems, configuring workflows, and implementing required functionality.

4.3 Onboarding Process

A typical onboarding process includes:

1. Integration and setup
2. Admin onboarding
3. Team onboarding and training followed by go-live
4. Admin training session
5. Continuous optimization

4.4 Estimates and Scope Changes

Any estimates provided by SiteSage, including timelines, effort, or pricing, are indicative and based on the information available at the time.

Unless explicitly agreed as a fixed price in writing, all work is performed and invoiced based on time spent.

Changes to scope, requirements, or assumptions may impact estimates and will be billed accordingly.

4.5 Customer Systems and Infrastructure

The Customer is responsible for ensuring that its own systems, infrastructure, internet connectivity, and third-party integrations function correctly.

SiteSage is not responsible for errors, delays, or performance issues caused by the Customer's systems or third-party providers.

4.6 Third-Party Services

The Services may rely on or integrate with third-party software, platforms, services, or infrastructure providers.

SiteSage is not responsible for the availability, performance, security, functionality, pricing, policies, or changes made by such third-party providers.

The Customer acknowledges that integrations, configurations, automations, and actions performed within third-party systems may be affected by limitations, changes, updates, permissions, or behavior of such systems.

Interruptions, limitations, delays, failures, data changes, or unintended outcomes occurring within third-party systems shall not constitute a breach of the Agreement by SiteSage unless caused by SiteSage's gross negligence or wilful misconduct.

5. Support

SiteSage provides support during business hours, Monday to Friday, 08:00 to 16:00 CET, excluding Danish public holidays, via its support channels.

5.1 Service Availability

SiteSage will use commercially reasonable efforts to maintain the availability and performance of the Services.

Planned maintenance, updates, and upgrades may temporarily affect availability.

Unless otherwise agreed in writing, SiteSage does not guarantee uninterrupted or error-free operation of the Services.

Support includes assistance with:

• Use of the Service
• Errors, defects, or outages
• General operational guidance

Support is provided to the Customer's designated contact persons and system administrators.

SiteSage may require support requests to be submitted through designated contacts in order to ensure efficient handling and communication.

The following is not included in standard support and may be billed separately:

• Custom development or feature requests
• Integration work beyond initial scope
• Issues caused by Customer systems, third-party systems, or incorrect usage
• Training beyond agreed onboarding
• Requests requiring material analysis, consulting, or configuration changes

SiteSage reserves the right to charge for work outside standard support at applicable hourly rates.

SiteSage may offer extended or premium support services, including faster response times or expanded availability, subject to separate agreement.

6. Data Protection

6.1 Roles

The Customer acts as data controller and SiteSage acts as data processor.

6.2 Compliance

SiteSage processes personal data in accordance with applicable data protection legislation, including the GDPR.

Processing is governed by SiteSage's Data Processing Agreement available at: www.sitesage.ai/dpa

SiteSage processes personal data solely on documented instruction from the Customer and only for the purpose of delivering the agreed Services.

SiteSage does not use Customer data to train or improve general AI models unless explicitly agreed.

6.3 Data Processing Agreement

Where personal data is processed on behalf of the Customer, SiteSage's Data Processing Agreement shall apply.

In the event of any conflict between the Data Processing Agreement and these Terms regarding the processing of personal data, the Data Processing Agreement shall prevail.

6.4 Subprocessors

SiteSage may use subprocessors in connection with the delivery of the Services.

SiteSage shall ensure that subprocessors are subject to appropriate contractual obligations and safeguards in accordance with applicable data protection legislation and the Data Processing Agreement.

6.5 Security Incidents

In the event of a confirmed personal data breach affecting Customer data, SiteSage will notify the Customer without undue delay and in accordance with applicable data protection legislation and the Data Processing Agreement.

6.6 Data Upon Termination

Upon termination of the Agreement, Customer data shall be handled in accordance with the Data Processing Agreement and any other documented instructions agreed between the Parties.

If the Customer wishes to receive a copy of its data prior to deletion, the Customer must notify SiteSage in writing before termination of the Services or within any applicable notice period.

Unless otherwise instructed by the Customer in accordance with the Data Processing Agreement, SiteSage may delete Customer data in accordance with its retention and deletion obligations set out in the Data Processing Agreement.

SiteSage shall not be responsible for any loss of data resulting from the Customer's failure to request export or handover of data prior to deletion.

7. Confidentiality

Each Party shall keep confidential all non-public information received from the other Party in connection with the Agreement, including business information, technical information, pricing, product information, security information, customer data, and integration details.

Confidential information may only be used for the purpose of performing or receiving the Services and may not be disclosed to third parties except where required by law or to professional advisors, employees, subcontractors, or affiliates subject to appropriate confidentiality obligations.

This obligation shall remain in force for three (3) years after termination of the Agreement.

8. Intellectual Property

SiteSage retains all intellectual property rights in the Services, including software, models, algorithms, prompts, workflows, integrations, documentation, and related technology.

The Customer retains ownership of its own data.

The Customer is granted a non-exclusive, non-transferable, and limited right to use the Services for its internal business operations during the term of the Agreement.

Except as expressly permitted under the Agreement, the Customer shall not copy, modify, reverse engineer, decompile, distribute, sublicense, or otherwise exploit the Services.

9. Acceptable Use & System Protection

The Customer shall not misuse the Services, overload the system, attempt to bypass technical safeguards, reverse engineer the Services, or use the Services in violation of applicable law or third-party rights.

SiteSage may implement technical safeguards, usage limits, or suspend access to the Services where reasonably necessary to protect system stability, security, performance, legal compliance, or other customers.

SiteSage may also suspend access where continued use may expose SiteSage, the Customer, or third parties to security, operational, legal, or reputational risk.

10. Liability & Disclaimer

10.1 AI Output

The Customer acknowledges that AI-generated outputs may contain inaccuracies, omissions, or unintended results.

The Customer remains solely responsible for reviewing, approving, and validating any AI-generated output before use.

SiteSage is not responsible for decisions made based on AI-generated outputs.

10.2 Service Disclaimer

The Services are provided "as is" and "as available".

SiteSage does not guarantee uninterrupted availability, error-free operation, or that all outputs, recommendations, classifications, automations, or generated content will be accurate, complete, or suitable for a particular purpose.

10.3 Limitation of Liability

For paid Services, SiteSage's total aggregate liability arising out of or in connection with the Agreement shall be limited to the fees paid by the Customer during the preceding 12 months.

For free Services, SiteSage's total aggregate liability arising out of or in connection with the Agreement shall be limited to DKK 1.000.

SiteSage shall not be liable for indirect or consequential losses, including loss of profit, revenue, data, goodwill, anticipated savings, business opportunities, operational downtime, business interruption, or loss of customers.

The limitations of liability set out in this Section shall not limit the Customer's payment obligations under the Agreement.

10.4 Minor Defects

The Services may contain minor errors, imperfections, bugs, or inaccuracies that do not materially affect functionality.

Such minor defects shall not constitute a breach of the Agreement and do not entitle the Customer to remedies.

SiteSage will address such issues as part of ongoing product improvements and updates.

10.5 Customer Responsibility and Indemnification

The Customer is responsible for how the Services are used, including any decisions, actions, communications, automations, or business processes based on AI-generated outputs.

SiteSage shall not be liable for claims arising from the Customer's use of the Services, including reliance on AI-generated content or actions executed within the Customer's systems.

The Customer shall indemnify and hold harmless SiteSage against any third-party claims arising from the Customer's use of the Services in violation of applicable law, misuse of the Services, failure to exercise appropriate human oversight, or breach of the Agreement.

11. Term & Termination

11.1 Standard Termination

The Customer may terminate the Agreement with effect from the end of a running month plus 30 days written notice.

SiteSage may terminate the Agreement with 3 months written notice.

11.2 Free Services

SiteSage may terminate free Services with 5 days written notice.

11.3 Breach

Either Party may terminate the Agreement with immediate effect in the event of a material breach that is not remedied within a reasonable time following written notice.

12. Force Majeure

Neither Party shall be liable for failure or delay in performing its obligations where such failure is caused by circumstances beyond reasonable control, including but not limited to natural disasters, war, terrorism, civil unrest, strikes, lockouts, infrastructure failures, internet outages, cloud service outages, cyberattacks, power outages, governmental actions, or third-party system failures.

If such circumstances continue for more than three (3) months, either Party may terminate the Agreement without liability.

13. Marketing Reference

Unless otherwise agreed in writing, the Customer grants SiteSage a non-exclusive, royalty free right to use the Customer's name, logo, and brand solely to reference the Customer as a client in SiteSage's marketing and communication materials, including website, presentations, case overviews, customer lists, and sales materials.

Any such use shall comply with the Customer's publicly available brand guidelines and shall not imply endorsement beyond being a customer of SiteSage.

14. Governing Law and Jurisdiction

This Agreement is governed by Danish law.

Any dispute arising out of or in connection with this Agreement shall be settled by the courts of Aalborg, Denmark.

15. Miscellaneous

15.1 Entire Agreement

These Terms constitute the entire agreement between the Parties unless supplemented by a separate written agreement.

Any amendments must be made in writing and agreed by both Parties.

15.2 Assignment

Neither Party may assign or transfer its rights or obligations under the Agreement without the prior written consent of the other Party, except that SiteSage may assign the Agreement in connection with a merger, acquisition, corporate restructuring, or sale of substantially all of its assets.

16. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

The Parties shall replace the invalid, illegal, or unenforceable provision with a valid provision that most closely reflects the original intent and commercial purpose of the provision.

17. Survival

Any provisions of the Agreement that by their nature are intended to survive termination shall remain in effect after termination, including but not limited to provisions relating to confidentiality, intellectual property, limitations of liability, indemnification, payment obligations, governing law, and dispute resolution.

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