Terms of Service

These terms of service (the “Terms”) apply between The Intelligence Company AB (publ), “TIC”, reg. no. 559487-1682, and the legal person that subscribes to and uses the HQ platform (the “Customer”) (each a “Party” and together the “Parties”). By entering into a subscription (the “Subscription”), creating an account or otherwise using HQ, the Customer accepts these Terms. Together with the Subscription Agreement, the Acceptable Use Policy for HQ, the Models and Integrations Annex and the Data Processing Agreement, they constitute the Customer’s complete agreement with TIC (the “Agreement”).

HQ is provided solely to legal persons for use in their business or professional activities. The Service is not directed at consumers.

1 DEFINITIONS

1.1 In these Terms, the following terms have the meanings set out below:

HQ or the Platform - the cloud-based platform for building and operating AI-based workflows that TIC provides, including its user interfaces, APIs and related functionality.

the Service - HQ and all functions, tools and services provided through the Platform under the Agreement.

User - a natural person to whom the Customer grants access to the Service under the Customer’s Subscription.

Agent - an automated function in HQ, created or configured by the Customer, that performs tasks, wholly or partly autonomously, on the Customer’s instruction.

Model - a language or other AI model made available through the Platform and that the Customer chooses to use.

Model Provider - the third party that supplies a Model (e.g. OpenAI or Anthropic) and that TIC engages to make the Model available through the Platform.

Model Serving - the provision of a Model via a cloud platform (e.g. AWS Bedrock or Azure AI Foundry) instead of via the Model Provider’s direct interface.

Credits - the consumption unit measuring the Customer’s use of the Service, in particular calls to Models. Different Models and functions consume different amounts of Credits.

Integration - a connection that the Customer establishes between HQ and a third-party service or its own system via API, MCP or an equivalent interface.

Customer Content - data, documents, instructions, information and other material that the Customer or its Users upload to, connect to or otherwise provide to the Service, including data retrieved via Integrations.

Output - content, responses, analyses, documents and other results generated by the Service or a Model on the instruction of the Customer or an Agent.

Application - an app, website or other function that the Customer builds using the Service and that may be made available to the Customer’s own end users or other third parties.

GDPR - Regulation (EU) 2016/679 of the European Parliament and of the Council (the General Data Protection Regulation).

2 THE SERVICE AND ITS SCOPE

2.1 HQ is a platform through which the Customer can log in and build, configure and operate AI-based workflows. The Service includes, among other things, the ability for the Customer to create and run Agents, select among available Models, establish Integrations with its own and third-party systems, interact with the Service through chat (including via third-party tools such as Microsoft Teams and Slack), and build Applications.

2.2 The detailed scope of the Service, the available functions, Models and any volume or call limits are set out in the Subscription Agreement and in the description published by TIC from time to time.

2.3 The Customer is entitled to use the Service in accordance with the Agreement and for the Customer’s internal business, unless the Agreement expressly provides otherwise. Use must comply with applicable law and the Acceptable Use Policy for HQ.

2.4 Where the Customer’s allocation of Credits has been consumed, TIC is entitled to limit or pause further use in accordance with the Subscription Agreement and section 4.

2.5 HQ is a platform through which the Customer itself creates and uses AI systems, Agents and Applications using the Models and tools provided. In relation to Regulation (EU) 2024/1689 of the European Parliament and of the Council (the “AI Act”), TIC provides the platform and the tools, while the Customer is the “provider” and/or “deployer” (within the meaning of the AI Act) of the AI systems, Agents and Applications that the Customer creates and puts into use, and is responsible for these under the AI Act and the Acceptable Use Policy. The Models made available are supplied by Model Providers in their capacity as providers of general-purpose AI models (GPAI).

3 ACCESS, USER ACCOUNTS AND AUTHORITY

3.1 To use the Service, the Customer creates an account and grants its Users access. The person entering into the Agreement on the Customer’s behalf represents that they are authorised to bind the Customer to the Agreement.

3.2 The Customer is responsible for all Users’ access and for ensuring that only authorised persons are given access to the Service. The Customer is responsible for all activity that takes place through the Customer’s account and Users, including actions that Agents perform on the Customer’s instruction or configuration.

3.3 The Customer shall keep login credentials and other access credentials secure and not make them available to unauthorised persons. If the Customer suspects, or ought to have suspected, that access credentials have come to the knowledge of an unauthorised person or are being misused, the Customer shall immediately take measures to restrict access and notify TIC.

4 SUBSCRIPTION, FEES AND PAYMENT

4.1 The Customer pays the fee set out in the Subscription Agreement (the “Subscription Fee”). The Subscription Fee includes an allocation of Credits. Use of the Service consumes Credits, where different Models and functions consume different amounts of Credits in accordance with the specification published by TIC from time to time.

4.2 Unless otherwise agreed, the Subscription Fee is invoiced in advance as set out in the Subscription Agreement. Consumption of Credits in excess of the allocation, and any additional Credits purchased, are invoiced in arrears or purchased in advance as set out in the Subscription Agreement. Unused Credits expire as set out in the Subscription Agreement.

4.3 Payment must be received by TIC no later than the due date stated on the invoice. In the event of late or non-payment, default interest is charged at the applicable reference rate plus eight (8) percentage points, a reminder fee of SEK 60, and any other costs incurred by TIC, e.g. debt-collection costs.

4.4 In the event of payment default, TIC is entitled to limit or suspend the Customer’s access to the Service in accordance with section 20. Suspension does not mean that the Agreement terminates.

5 MODELS AND MODEL PROVIDERS

5.1 Through the Platform, the Customer may select among the Models available from various Model Providers from time to time. Which Models are available may change over time.

5.2 Models are provided through the Platform under agreements between TIC and the respective Model Provider. The Customer does not enter into any separate agreement with the Model Provider. When the Customer or an Agent chooses to use a particular Model, the Customer thereby instructs TIC to transfer the prompt, Customer Content and context required to the provider supplying the Model via the selected access route (the Model Provider or a provider of Model Serving) in order to generate Output. The Customer is responsible for its choice of Model.

5.3 Model Providers are subcontractors to TIC. TIC is not responsible for a Model’s availability, function or content, or for the accuracy of Output. Nor is TIC responsible for ensuring that a particular Model is available through the Platform at any given time.

5.4 Through its agreements with Model Providers and providers of Model Serving, TIC ensures that Customer Content is not used to train general models. Such providers that process personal data in Customer Content are engaged as sub-processors under the Data Processing Agreement. Available Models, access routes and related terms are set out in the Models and Integrations Annex.

5.5 If a Model Provider ceases to supply a Model, materially changes its terms or restricts TIC’s access, TIC is entitled to discontinue or replace the Model. Such discontinuation is handled in accordance with section 16.2 and does not give rise to any liability for TIC beyond what is stated there.

5.6 As a standard, TIC provides Models where the processing of Customer Content takes place within the EU/EEA. Certain Models can only be provided via a Model Provider’s direct interface with processing in a third country; such Models are made available only as an option and with safeguards in accordance with section 13.4. The selected access route and region for each Model are set out in the Models and Integrations Annex.

6 INTEGRATIONS AND THIRD-PARTY SERVICES

6.1 The Customer may establish Integrations between HQ and its own systems or third-party services, e.g. CRM and finance systems, via API, MCP or equivalent. Each Integration requires the Customer to expressly authorise the connection, e.g. through OAuth or an API key.

6.2 By establishing an Integration, the Customer represents that it is authorised to connect the system in question and to grant the permissions (scopes) covered by the Integration. The Customer is responsible for the permissions granted and for the access and actions thereby made possible through the Service.

6.3 Where an Integration is made available within the Customer’s workspace, authorised Users may use the Integration through the Service, and actions may be carried out with the permissions of the connected account. The Customer is responsible for managing and, where necessary, revoking such permissions.

6.4 Third-party services are provided by parties other than TIC. TIC is not responsible for the availability, function or content of such services, and changes to them may affect the Service.

7 AGENTS AND AUTONOMOUS ACTIONS

7.1 The Customer may create and configure Agents that perform tasks through the Service. The Customer is responsible for the design, configuration and instructions of its Agents.

7.2 Depending on the Customer’s configuration, an Agent may carry out certain actions without prior human review of each individual action, e.g. where the Customer has enabled automatic approval, recurring workflows or pre-authorised actions. Other actions may require the express approval of an authorised User before they are carried out.

7.3 The Customer is responsible for ensuring that only authorised persons can view and approve actions, and for configuring appropriate approval and permission settings. An approval given through the Service by an authorised User constitutes the Customer’s authorisation to carry out the action.

7.4 TIC does not guarantee that any human review of Agents’ actions takes place. The Customer is solely responsible for the consequences of the actions that Agents carry out following approval or on the basis of the Customer’s pre-authorisation settings.

7.5 The Customer shall, without delay, update or revoke approvals, permissions, Integrations and workflow settings when personnel, roles or circumstances change.

8 CUSTOMER-BUILT APPLICATIONS

8.1 Using the Service, the Customer may build Applications and, where the function allows, make them available to its own end users or other third parties.

8.2 The Customer is solely responsible for the content, function and lawfulness of the Applications it builds and makes available, and for the relationship with and the information provided to the end users granted access. In relation to such end users, the Customer acts as supplier and, where applicable, as controller.

8.3 The Customer is responsible for obtaining necessary consents and providing necessary information to end users, and for ensuring that the Applications comply with applicable law.

8.4 TIC only provides the tools and infrastructure through which the Applications are built and, where applicable, operated. TIC is entitled to suspend or remove an Application if it breaches the Agreement, the Acceptable Use Policy or applicable law, or if it entails a security, legal or reputational risk.

8.5 The Customer owns the Applications it builds and the code and configuration generated for the Customer’s Applications through the Service. The Customer’s ownership is subject to TIC’s rights to the Platform under section 11 and to the terms of any open-source components or other third-party licences included in an Application. TIC makes no claim of ownership to the Customer’s Applications.

9 THE CUSTOMER’S OBLIGATIONS AND PERMITTED USE

9.1 The Customer shall use the Service in good faith and a lawful manner, follow TIC’s instructions and the Acceptable Use Policy for HQ in force from time to time, which forms part of the Agreement.

9.2 The Customer is responsible for the accuracy of the information it provides in connection with entering into the Agreement and using the Service. TIC is not liable for damage arising because the Customer has provided incorrect information or failed to update it.

9.3 The Customer may not use the Service in a manner that may cause damage or inconvenience to TIC or any third party, or that breaches applicable law or third-party terms.

10 CUSTOMER CONTENT AND DATA

10.1 The Customer retains all rights to Customer Content. The Agreement does not transfer any rights to Customer Content to TIC.

10.2 The Customer grants TIC a non-exclusive, limited right to process Customer Content to the extent required to provide, secure and maintain the Service, including to transfer Customer Content to the selected Model Provider and connected Integrations on the Customer’s instruction.

10.3 TIC does not use Customer Content to train its own or third-party models and does not use Customer Content for its own purposes or for commercial exploitation. TIC processes Customer Content solely to provide, secure and maintain the Service.

10.4 The Customer is responsible for ensuring that Customer Content, and the Customer’s processing of it through the Service, complies with applicable law and third-party rights.

10.5 The Customer may not provide to the Service any special categories of personal data under Article 9 GDPR (e.g. health data), data relating to criminal offences, or other particularly sensitive data, unless this has been expressly agreed in writing with TIC and necessary safeguards have been implemented. The Customer is responsible for the Customer Content that the Customer or its Users provide to the Service.

11 INTELLECTUAL PROPERTY RIGHTS

11.1 TIC owns all intellectual property rights relating to the Platform and the Service, in any form or format, with the exception of Customer Content. The Agreement does not transfer any intellectual property right.

11.2 Provided that the agreed remuneration has been paid, TIC grants the Customer a non-exclusive, non-transferable and revocable licence to use the Service during the term for its internal business and for the purposes set out in the Agreement.

11.3 The Customer may not copy, modify, distribute, decompile or create derivative works of the Platform’s code or content, beyond what is expressly permitted in the Agreement or follows from mandatory law.

11.4 If the Customer provides feedback or suggestions about the Service, TIC is entitled to use these freely without compensation to the Customer.

11.5 The Customer may not remove TIC’s trademark, logo or other marks without TIC’s written consent.

12 AI-GENERATED CONTENT (OUTPUT)

12.1 The Service uses AI to generate Output. Output may be incorrect, incomplete, misleading or inappropriate, and is provided “as is”. TIC gives no warranties regarding the accuracy, quality or suitability of Output.

12.2 The Customer is responsible for reviewing and verifying Output before relying on it or taking action based on it. Output does not constitute professional advice (e.g. legal, financial, tax or medical) and does not replace the Customer’s own judgement or consultation with a qualified adviser.

12.3 The Customer is solely responsible for decisions and actions made or taken on the basis of Output. To the extent that Output is not the result of Customer Content meeting the threshold of originality, equivalent or similar Output may be generated for other customers.

13 PERSONAL DATA AND DATA PROTECTION

13.1 The Parties’ processing of personal data is carried out in accordance with GDPR and other applicable data protection legislation.

13.2 TIC is the controller for the processing of personal data relating to the Customer’s account, Users, invoicing, security and use of the Service, where TIC determines the purposes and means.

13.3 To the extent that TIC processes personal data contained in Customer Content on the Customer’s behalf, TIC is the processor and the Customer is the controller. Such processing is governed by the Parties’ Data Processing Agreement, which forms part of the Agreement. Providers of hosting and Model Serving and Model Providers are in such cases engaged as sub-processors. Providers of third-party services that the Customer itself connects via Integrations are normally the Customer’s own processors, not TIC’s sub-processors.

13.4 TIC processes Customer Content within the EU/EEA as a standard. Processing may, however, involve the transfer of personal data to a third country, e.g. where the Customer selects a Model that is only provided via a Model Provider’s direct interface outside the EU/EEA. Such transfer takes place with appropriate safeguards, e.g. the European Commission’s standard contractual clauses. The selected access route and region for each Model are set out in the Models and Integrations Annex.

13.5 Further information about TIC’s processing as a controller is set out in TIC’s privacy policy.

14 CONFIDENTIALITY

14.1 Each Party shall treat the other Party’s confidential information as confidential and shall not disclose it to any third party or use it for any purpose other than performing the Agreement. Confidential information means information that a Party receives from the other Party and that is of such a nature that it should reasonably be regarded as confidential.

14.2 The confidentiality obligation does not apply to information that is publicly known, that a Party already held, or that a Party is required to disclose by law or by decision of a public authority. The confidentiality obligation continues to apply after the Agreement ends.

15 AVAILABILITY, MAINTENANCE AND SUPPORT

15.1 TIC intends to provide the Service without major interruptions but does not guarantee uninterrupted or error-free access. Interruptions may occur due to technical problems, maintenance or circumstances beyond TIC’s control, including faults at Model Providers, providers of Integrations or other underlying infrastructure.

15.2 TIC is entitled to carry out planned and unplanned maintenance. TIC endeavours to schedule planned maintenance so as to disturb the Customer as little as possible.

15.3 Provided that the Customer has paid the agreed fees, TIC shall remedy faults in the Service reported by the Customer without unreasonable delay, having regard to the nature of the fault and the circumstances.

16 CHANGES TO AND DEVELOPMENT OF THE SERVICE

16.1 TIC carries out continuous development of the Platform and the Service. The Customer accepts that TIC is entitled to change and develop the Service during the term, including to add, change or discontinue functions and available Models.

16.2 TIC shall notify the Customer of changes that have more than a limited adverse effect on the Customer’s use of the Service no later than thirty (30) days before the change takes effect. In such case, the Customer is entitled to terminate the Agreement to expire on the day the change takes effect.

16.3 The Customer is aware that the content of the Service may change due to legal requirements, decisions of public authorities or changes at TIC’s suppliers.

17 NO WARRANTIES

17.1 The Service is provided “as is” and “as available”. To the extent that mandatory law does not provide otherwise, TIC disclaims all warranties, express or implied, including warranties of fitness for a particular purpose, merchantability or non-infringement.

17.2 TIC gives no warranties that use of the Service or a Model achieves any particular result, and is not responsible for third-party services on which the Service depends.

18 LIMITATION OF LIABILITY

18.1 TIC is not liable for indirect or consequential damages, including loss of profit, lost or corrupted data, business interruption or reputational damage.

18.2 TIC’s aggregate liability for damages during a term is limited to an amount corresponding to the remuneration the Customer has paid for the Service during the twelve (12) months preceding the event giving rise to the damage.

18.3 In particular, TIC is not liable for:

(a) actions that an Agent carries out on connected systems or third-party services,

(b) decisions or actions that the Customer takes on the basis of Output,

(c) consequences of actions approved by the Customer or carried out on the basis of the Customer’s pre-authorisation settings,

(d) Applications that the Customer has built or made available, or

(e) Models, Integrations or other third-party services.

18.4 The limitations in this section 18 do not apply in the case of intent or gross negligence, or otherwise to the extent liability cannot be limited under mandatory law.

19 THE CUSTOMER’S INDEMNIFICATION

19.1 The Customer shall indemnify and hold TIC harmless from claims, damages, losses and costs (including reasonable legal fees) brought against or incurred by TIC as a result of:

(a) the Customer’s use of the Service,

(b) actions carried out by an Agent following the Customer’s approval or on the basis of the Customer’s pre-authorisation settings,

(d) Applications that the Customer has built or made available, including claims from end users,

(e) the Customer’s breach of the Agreement, the Acceptable Use Policy or applicable law,

(f) the Customer’s breach of third-party or Model Provider terms, or

(g) infringement of third-party intellectual property rights through Customer Content or the Customer’s use of the Service.

20 TERM, TERMINATION AND EXPIRY

20.1 The Agreement runs for twelve (12) months from when the Agreement is entered into, unless the Parties have agreed otherwise in the Subscription Agreement. The term is automatically extended by twelve (12) months at a time unless a Party gives written notice of termination no later than three (3) months before the end of the current term.

20.2 TIC is entitled to limit, suspend or deactivate the Customer’s access to the Service in the event of payment default, suspected or established breach of the Agreement or the Acceptable Use Policy, or where necessary for security, legal or risk-related reasons.

20.3 TIC is entitled to terminate the Agreement with immediate effect if the Customer is in default of payment for more than thirty (30) days from a reminder, or if the Customer otherwise materially breaches the Agreement and does not remedy the breach within a reasonable time after request.

20.4 On expiry of the Agreement, the Customer’s right to use the Service ceases. The Customer is given the opportunity, within a reasonable time before deletion, to export Customer Content, after which TIC deletes or anonymises Customer Content in accordance with the Data Processing Agreement and applicable law. Provisions that by their nature are intended to survive expiry of the Agreement (e.g. on confidentiality, limitation of liability, indemnification and dispute resolution) continue to apply.

21 FORCE MAJEURE

21.1 A Party is released from liability for failure to perform an obligation under the Agreement if the failure is due to a circumstance beyond the Party’s control that the Party could not reasonably have foreseen at the time of entering into the Agreement and whose consequences the Party could not reasonably have avoided or overcome. Grounds for release include, among others, action by public authorities, war, riot, strike, natural disaster, power outage, cyberattack, and interruptions or faults at subcontractors, Model Providers or infrastructure providers.

21.2 If performance is substantially prevented for longer than three (3) months due to such a circumstance, each Party is entitled to withdraw from the Agreement in writing without liability to pay compensation.

22 CHANGES TO THE TERMS

22.1 TIC is entitled to amend these Terms. For existing Customers, amendments take effect thirty (30) days after TIC has informed the Customer of the amendment. If the Customer does not accept an amendment that has more than a limited adverse effect on the Customer, the Customer is entitled, without regard to the notice period in section 20.1, to terminate the Agreement with effect from the day the amendment takes effect. Continued use of the Service after the effective date means that the Customer has accepted the amendment.

23 NOTICES

23.1 Notices under the Agreement shall be given by email to the address stated by the Party or through which the Parties normally communicate, or through the Service. A notice is deemed to have reached the recipient upon dispatch if sent by email or through the Service, and otherwise upon delivery.

24 ASSIGNMENT

24.1 The Customer may not assign the Agreement or any rights or obligations under the Agreement without TIC’s prior written consent. TIC is entitled to assign the Agreement to a group company or in connection with a transfer of the business to which the Agreement relates.

25 INVALIDITY OF A PROVISION

25.1 If a provision of these Terms is invalid or unenforceable, this shall not mean that the Terms as a whole are invalid. The Parties shall adjust the provision as far as possible to achieve its intended purpose. If the Parties cannot agree, the provision shall be deemed struck out and the remaining provisions shall continue to apply.

26 ENTIRE AGREEMENT

26.1 The Agreement (these Terms together with the Subscription Agreement, the Acceptable Use Policy for HQ, the Models and Integrations Annex and the Data Processing Agreement) constitutes the Parties’ entire agreement on the matters it concerns and supersedes all prior agreements on those matters. In the event of conflict, the following order of precedence applies: (1) the Subscription Agreement, (2) these Terms, (3) the Acceptable Use Policy, (4) the Models and Integrations Annex, (5) the Data Processing Agreement. The Data Processing Agreement nevertheless prevails over the other parts of the Agreement in matters concerning the processing of personal data on the Customer’s behalf.

27 HEADINGS

27.1 The headings in these Terms are included for editorial purposes only and shall not form the basis for interpreting the substantive provisions of the Terms.

28 GOVERNING LAW

28.1 The Agreement shall be governed by and construed in accordance with the substantive law of Sweden.

29 DISPUTES

29.1 Disputes arising out of the Agreement and related legal relationships shall be finally settled by the ordinary courts, with the Stockholm District Court (Stockholms tingsrätt) as the court of first instance.