These Terms of Service (“Terms”) govern your access to and use of the Sempleo website at sempleo.aiand the Sempleo product (together, the “Service”), provided by Sempleo ApS, a Danish limited company (anpartsselskab) with registered office at Pakhusgarden 42-48, 5000 Odense C, Denmark (“Sempleo,” “we,” “us”). By creating an account, signing an order form, or otherwise using the Service, you (“Customer,” “you”) agree to these Terms.
1. Definitions
- Order Form— a written or electronic document, signed by both parties, that specifies the subscription plan, fees, term, and any Customer-specific commercial terms.
- Customer Data— any data, content, or files you or your authorized users upload, reference, or connect to the Service, including the five-layer context your team curates.
- Authorized User— an employee or contractor you permit to use the Service under your account.
- DPA — the Data Processing Agreement available at /dpa, which forms part of these Terms.
- Documentation— the published product documentation and these Terms.
2. The Service
Sempleo provides a team-context platform that lets you install agents, curate a five-layer context model, and run workflows that draft work for human review. We will provide the Service in accordance with these Terms, the applicable Order Form, and published Documentation.
The Service is offered as a hosted SaaS. We may update features, improve the runtime, and ship fixes continuously. We will not materially reduce the functionality of a paid plan during its current term without notice.
3. Accounts and access
You are responsible for the actions of your Authorized Users, for keeping credentials secure, and for promptly revoking access when a user leaves your organization. You agree to provide accurate registration information and to keep it up to date.
4. Acceptable use
You agree not to, and not to allow any Authorized User to:
- use the Service to violate applicable law or infringe third-party rights;
- upload malicious code, attempt to reverse-engineer the Service (except as permitted by mandatory Danish or EU law), or probe or disrupt the Service’s security;
- use the Service to send unsolicited commercial communications or to harass any person;
- resell, sublicense, or provide the Service to any third party except your own Authorized Users;
- use output of the Service to train any model that competes with Sempleo, or to build a substantially similar product.
5. Customer Data and context
As between the parties, you retain all rights to your Customer Data. You grant Sempleo a limited, worldwide, royalty-free licence to process Customer Data solely to provide and secure the Service, to support you, and as otherwise instructed in these Terms, the Order Form, and the DPA.
We do not train foundation models on your Customer Data. Prompts are scoped to the minimum context needed and are sent to the inference provider you select (a Sempleo-managed default or your own Anthropic/OpenAI keys under the enterprise plan).
You are responsible for (a) the accuracy and lawfulness of Customer Data, (b) ensuring you have the rights and, where required, the consents to upload it, and (c) reviewing agent output before you rely on it externally.
6. Privacy and data protection
Our processing of personal data is described in our Privacy Policy. Where you upload personal data as part of Customer Data, we act as processor under the DPA, which includes the EU Standard Contractual Clauses where relevant.
7. Fees and payment
Fees are set out in the applicable Order Form. Unless stated otherwise, fees are payable in advance, in EUR, and exclusive of VAT and any other applicable taxes. Invoices are due within 14 days of issue. Late payments accrue interest at the rate set by the Danish Interest Act (Renteloven).
Sempleo may adjust list prices once per renewal term with at least 30 days’ written notice before renewal.
8. Confidentiality
Each party may receive non-public information from the other marked or reasonably understood to be confidential. The receiving party will protect such information with the same care it uses for its own confidential information (and no less than reasonable care), and use it only for purposes of these Terms. This obligation survives termination for three years. It does not apply to information that becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law.
9. Intellectual property
We own the Service, the Sempleo brand, the marketplace agent specifications we author, and all improvements to the foregoing. You own Customer Data and any tenant-specific agents you author. Nothing in these Terms transfers ownership of either party’s IP to the other.
Feedback you voluntarily provide is non-confidential, and we may use it to improve the Service without obligation to you.
10. Warranties and disclaimer
Each party represents that it has the authority to enter into these Terms. We warrant that the Service will materially conform to the Documentation during a paid subscription; your exclusive remedy for breach of this warranty is to terminate the affected subscription and receive a pro-rata refund of prepaid fees for the remaining term.
Except as expressly set out in these Terms, the Service is provided “as is.” To the extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. AI- generated output may contain errors; you are responsible for human review before relying on it.
11. Limitation of liability
Neither party will be liable for indirect, special, incidental, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised of the possibility. Each party’s aggregate liability under these Terms is capped at the fees you paid in the 12 months preceding the event giving rise to the claim.
Nothing in these Terms excludes liability that cannot be excluded under mandatory Danish law, including liability for fraud, intentional misconduct, or gross negligence.
12. Indemnification
Each party will defend the other against third-party claims that its contribution (for Sempleo: the Service as provided; for Customer: the Customer Data and use of the Service) infringes the third party’s IP rights or violates law, and will pay final damages awarded by a court or agreed in settlement, subject to the indemnified party giving prompt notice, reasonable cooperation, and sole control of the defence.
13. Term and termination
These Terms run for the subscription term stated in the Order Form and renew for successive terms of equal length unless either party gives at least 30 days’ written notice of non-renewal. Either party may terminate for the other’s material breach not cured within 30 days of written notice.
On termination: your access ends, we will make Customer Data available for export for 30 days, and each party returns or destroys the other’s confidential information. Sections that by their nature survive termination (including fees accrued, confidentiality, IP, disclaimer, liability, and governing law) survive.
14. Governing law and venue
These Terms are governed by Danish law, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of Odense (Retten i Odense), Denmark, for any dispute arising out of or in connection with these Terms. The UN Convention on Contracts for the International Sale of Goods does not apply.
15. Miscellaneous
- Entire agreement. These Terms, the applicable Order Form, the DPA, and the Privacy Policy are the entire agreement between the parties and supersede any prior understanding.
- Assignment.Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
- Notices. Legal notices to Sempleo must be sent to legal@sempleo.ai with a copy to Sempleo ApS, Pakhusgarden 42-48, 5000 Odense C, Denmark. Notices to Customer may be sent to the email address on file.
- Force majeure. Neither party is liable for failure to perform due to circumstances beyond its reasonable control.
- Severability. If any provision is held unenforceable, the remainder continues in effect and the unenforceable provision is adjusted to the minimum extent necessary.
- No waiver.A party’s failure to enforce a right is not a waiver of that right.
- Publicity. We may identify you as a Sempleo customer, using your name and logo in customer lists, unless you opt out in writing.
16. Changes to these Terms
We may update these Terms from time to time. For material changes we will give you at least 30 days’ notice by email or in-product notification. Continued use of the Service after the effective date constitutes acceptance. If you do not accept, your remedy is to terminate the affected subscription for the remainder of its term.
Last updated: 23 April 2026