Terms of service

1. The Parties and the scope of the Agreement

1.1 These terms of service (the "Terms") apply to the provision of the Nemma service (the "Service") by:

VIMESO.marketing v/ Lasse Berg Svenningsen
CVR no. 35124225
Merkurvej 4, 4200 Slagelse
Email: info@nemma.dk
(hereinafter "Nemma", "we" or "us")

to the business that creates an account and accepts the Terms (the "Customer" or "you").

1.2 The Agreement between the Parties consists of (i) these Terms, (ii) the Data Processing Agreement (the DPA), which is an integral and binding part of the Agreement, (iii) the sub-processor list in force from time to time, and (iv) any individually agreed terms in an order confirmation or a quote.

1.3 In case of inconsistency, the following order of precedence applies: (1) individually agreed written terms, (2) the DPA as regards the processing of personal data, (3) these Terms.

1.4 Businesses only. The Service is offered solely to businesses for use in a business context. The Service is not offered to consumers, and consumer protection rules, including the right of withdrawal under the Danish Consumer Contracts Act, do not apply. On sign-up, the Customer warrants that it is acting as a business.

1.5 The Customer's own purchasing or standard terms do not apply unless Nemma has expressly accepted them in writing.

2. Definitions

• Service: the Nemma platform, including the user interface, integrations, AI functionality and related documentation.
• Customer Data: all data that the Customer or the Customer's End Customers add to the Service, or that the Service retrieves from the Customer's connected systems, including enquiries, replies, order details and Skills.
• End Customer: a customer of the Customer who contacts the Customer's customer service.
• User: a natural person to whom the Customer gives access to the Service (the roles owner or support agent).
• Skills: the Customer's own reply policies and instructions, which govern the AI's replies.
• Operating mode: the setting (Manual, Draft or Auto-send) that the Customer chooses per topic category.
• Action: an operation that the Service can carry out in the Customer's online store, cf. clause 6.5.

3. The Service

3.1 Nemma is an AI-based helpdesk that receives customer service enquiries by email, classifies them, prepares draft replies using AI models, looks up relevant order details in the Customer's online store and - depending on the Operating mode chosen by the Customer - sends replies and carries out defined Actions.

3.2 The Service is delivered as an ongoing subscription service over the internet (SaaS). The Customer is granted a time-limited, non-exclusive and non-transferable right to use the Service during the subscription period, cf. clause 11.

3.3 Current scope of functionality. The Service supports email as a channel and Shopify as the online store integration. Nemma develops the Service on an ongoing basis and may add, change or remove features, cf. clause 16. Nemma makes no commitment regarding future features unless otherwise agreed in writing.

3.4 Nemma does not provide advice on the Customer's business, including legal, tax or consumer law advice, and is not a party to the relationship between the Customer and the Customer's End Customers.

4. Sign-up and access

4.1 The Customer creates an account by stating the company's name, CVR number, address and online store domain. The Customer warrants that the information is correct and kept up to date.

4.2 The Customer is responsible for all actions taken through the Customer's account, including the actions of Users. The Customer itself manages the creation and removal of Users.

4.3 Access credentials are personal and must not be shared. The Customer notifies Nemma without undue delay if unauthorised access is suspected.

4.4 Nemma may refuse to create an account or close an account if the Service is used in breach of the Terms or applicable law.

5. The Customer's prerequisites and responsibilities

5.1 The Customer is responsible for establishing and maintaining the technical prerequisites for the Service, including:

(a) valid access to the Customer's Shopify store with the necessary permissions, established via an app that the Customer creates in its own Shopify account, or that Nemma creates for the Customer's store by agreement, and
(b) forwarding of the Customer's support email address to the address indicated by the Service.

5.2 Sender address. By default, the Service sends from an address on Nemma's own verified domain, and the Customer does not need to carry out any DNS setup to get started. If the Customer chooses to send from its own domain, the Customer is responsible for the necessary DNS configuration (DKIM and Return-Path), and the chosen sender address can only be used once the domain has been verified.

5.3 The Customer's content. The Customer is responsible for the content of the Customer's Skills, including that they reflect the Customer's actual policies (e.g. return period, shipping and refunds) and comply with applicable law, including consumer and marketing law.

5.4 The Customer warrants that it has the necessary basis for allowing Nemma to process personal data about End Customers, cf. the DPA.

5.5 The Customer must not use the Service for (i) unlawful purposes, (ii) sending unsolicited marketing, (iii) attempting to circumvent the Service's security measures, or (iv) automated scraping of the Service beyond its intended use.

5.6 The Customer must not knowingly submit special categories of personal data (health data, etc.) through the Service, cf. clause 3.5 of the DPA.

6. AI functionality, operating modes and human oversight

6.1 The Service uses generative AI models. AI-generated content may contain errors, inaccuracies or wording that is not appropriate. Nemma does not guarantee that AI output is correct, complete or fit for a particular purpose.

6.2 Operating modes. The Customer chooses for each topic category how the Service may act:

(a) Manual - the Service does not prepare replies.
(b) Draft - the Service prepares a draft, which a User must review, edit if needed and actively approve before it is sent.
(c) Auto-send - the Service can send replies and carry out approved Actions without prior human approval.

6.3 Draft is the default setting for all topic categories on sign-up.

6.4 The Customer's choice of Auto-send. Auto-send is enabled solely at the Customer's own choice. The Service shows recommendation criteria and warns when a topic category does not meet them; the Customer may choose to enable Auto-send anyway. The Customer bears the risk for replies that are sent and Actions that are carried out in Auto-send.

6.5 Actions. The Service can carry out the following Actions in the Customer's online store: cancelling orders that have not yet been dispatched, changing the delivery address on orders that have not yet been dispatched, swapping the item on an order that has not yet been dispatched for a cheaper product with a refund of the price difference, and proposing refunds. Refunds always require active human approval and cannot be set to automatic execution. The same applies to swaps, where the approval covers the price difference that is refunded.

6.6 Control mechanisms. The Customer has access to an emergency stop that immediately halts all automatic sending, and to an audit log of the Service's actions. The Customer is responsible for exercising appropriate oversight of the Service's operation, including responding to warnings and alerts.

6.7 Disclosure of AI to End Customers. The Service informs End Customers that the reply was prepared with the help of an AI assistant. This disclosure is switched on by default and cannot be disabled by the Customer. The disclosure supports Nemma's obligations as provider under the EU AI Act; the Customer's own obligations as deployer are set out in Annex D of the DPA. The disclosure applies to AI-generated replies. Purely automatic acknowledgements (e.g. "We have received your enquiry"), which the Customer writes itself as a fixed template and activates per category, are not produced by AI and therefore do not carry the disclosure - it would be misleading to indicate AI involvement where there is none.

6.8 The Customer is responsible for the content of the communication sent from the Customer's sender address, regardless of Operating mode.

7. Prices and payment

7.1 The prices appear from the price list in force when the agreement is entered into, or from an individual quote. The pricing model consists of a fixed monthly subscription fee that includes a number of AI replies, and a usage-based fee for AI replies beyond that. All prices are in Danish kroner (DKK) or US dollars (USD), depending on the selected currency, and are exclusive of VAT and any other taxes and duties.

An AI reply means a reply that the Service has prepared and that has been sent to the Customer's end customer - regardless of whether the Customer approved it unchanged, edited it first, or it was sent automatically. Drafts that are not sent, regenerations and rejected drafts are not invoiced. If one case contains several sent replies, each reply counts.

7.2 Payment. Payment is made via the payment provider Stripe. Card details are entered directly with the payment provider and are not stored by Nemma. The Customer authorises Nemma to charge subscription and usage fees on an ongoing basis to the registered payment method.

7.3 The subscription fee is invoiced monthly in advance. The usage-based fee is calculated and invoiced monthly in arrears on the basis of the Service's record of sent AI replies, cf. clause 7.1.

7.4 Pilot agreements. If a separate pilot or trial agreement has been entered into, its terms on duration, price and invoicing take precedence over clauses 7.1-7.3.

7.5 In case of late payment, interest accrues in accordance with the Danish Interest Act. After 14 days' written notice, Nemma may suspend the Customer's access to the Service in case of continued non-payment. Suspension does not relieve the Customer of the obligation to pay.

7.6 Price changes. Nemma may change prices on 60 days' written notice with effect from the next subscription period. If the Customer does not accept the change, the Customer may terminate the Agreement with effect from the date the change takes effect.

7.7 Changes in duties, taxes or third-party costs that Nemma is obliged to pass on may be implemented without notice.

8. Personal data

8.1 In providing the Service, Nemma processes personal data on behalf of the Customer. The Customer is the controller, and Nemma is the processor. The relationship is governed by the DPA, which is an integral part of the Agreement.

8.2 Nemma's processing of personal data about the Customer's contact persons and Users for its own administrative purposes (invoicing, support, security and operations) takes place as controller and is described in Nemma's privacy policy.

8.3 The Customer is responsible for informing its own End Customers about the processing in accordance with applicable data protection law.

9. Confidentiality

9.1 The Parties treat each other's confidential information as confidential and use it solely for the performance of the Agreement. The obligation applies for 3 years after the Agreement ends.

9.2 The confidentiality obligation does not cover information that is publicly available without breach of the Agreement, that was lawfully in the Party's possession beforehand, or that must be disclosed by law or by order of a public authority.

10. Intellectual property rights

10.1 Nemma's rights. All rights to the Service, including software, source code, design, documentation, trademarks and other intellectual property rights, belong to Nemma or Nemma's licensors. The Customer obtains only the right of use that follows from clause 3.2.

10.2 The Customer must not copy, decompile, reverse engineer, resell, lease or otherwise make the Service available to third parties, unless mandatory law provides otherwise.

10.3 The Customer's rights. The Customer retains all rights to Customer Data. Nemma obtains only a time-limited right to process Customer Data to the extent necessary to provide the Service and perform the Agreement, including the DPA.

10.4 Aggregated data. Nemma may use statistical and aggregated information about the use of the Service for operations, troubleshooting, security and further development, provided that the information cannot be attributed to the Customer, the Customer's Users or End Customers.

10.5 No training on Customer Data. Customer Data is not used to train AI models, cf. Annex D of the DPA.

10.6 Feedback. If the Customer suggests improvements to the Service, Nemma may use such suggestions freely without compensation.

11. Availability, support and maintenance

11.1 Nemma aims for high availability but, in the current version, provides no guaranteed uptime (SLA) unless otherwise agreed in writing.

11.2 Planned maintenance is aimed to be carried out outside normal working hours and is announced where practicable. Emergency maintenance and security updates may be carried out without notice.

11.3 Support is provided in Danish by email to info@nemma.dk within normal working hours (weekdays 9-16). Nemma aims to answer enquiries within 1 working day.

11.4 Dependence on third parties. The Service depends on third-party suppliers (including hosting, email infrastructure, AI models and the Customer's online store platform). Nemma is not responsible for outages, changes or discontinuation at such third parties, but will notify the Customer of matters of material importance to the Service.

11.5 Email deliverability. Nemma does not guarantee that sent emails are delivered to the End Customer's inbox, as this depends on recipient systems and on the Customer's own DNS configuration and sender reputation.

12. Term and termination

12.1 The Agreement takes effect when the Customer accepts the Terms and continues until terminated.

12.2 The Agreement may be terminated by either Party on 1 month's notice to the end of a subscription period, unless otherwise individually agreed.

12.3 Termination for cause. Each Party may terminate the Agreement with immediate effect in the event of the other Party's material breach that has not been remedied within 30 days after written notice. Nemma may also terminate for cause if the Customer's payment default exceeds 30 days or if the Customer uses the Service in breach of clause 5.5.

12.4 Prepaid fees are not refunded on the Customer's termination or on Nemma's termination for cause as a result of the Customer's breach.

13. End of the Agreement and data export

13.1 When the Agreement ends, the Customer's access to the Service is closed.

13.2 Within 30 days after the Agreement ends, the Customer may request delivery of Customer Data in a structured, commonly used format. Thereafter, Customer Data is deleted in accordance with clause 10 of the DPA.

13.3 The Customer is encouraged to carry out its own export of data before the Agreement ends.

14. Limitation of liability

14.1 Nemma is liable under the general rules of Danish law, subject to the limitations that follow from this clause 14.

14.2 Nemma is not liable for indirect losses, including operating loss, loss of profit, loss of goodwill, loss of data, losses resulting from non-delivery or delayed delivery of email, losses resulting from claims by the Customer's End Customers, or losses resulting from the Customer's own use of AI-generated content.

14.3 Monetary limit. Nemma's total liability in damages to the Customer is limited, for each calendar year, to the lower of (i) the fees the Customer has paid for the Service in the 12 months preceding the event giving rise to liability, and (ii) DKK [amount - to be determined together with a lawyer and insurance coverage].

14.4 Specifically on AI and automation. Nemma is not liable for losses resulting from:

(a) replies sent or Actions carried out in Auto-send, which the Customer has enabled itself, cf. clause 6.4,
(b) the content of the Customer's Skills or the Customer's other configuration,
(c) a User having approved an AI draft without sufficient checking in the Draft operating mode, or
(d) the Customer having failed to respond to warnings, alerts or recommendations in the Service.

14.5 Exceptions. The limitations in clauses 14.2-14.4 do not apply in the case of intent or gross negligence, personal injury, or where mandatory law precludes limitation.

14.6 Personal data. A data subject's right to compensation under Article 82 of the General Data Protection Regulation and the supervisory authority's powers under Article 83 cannot be limited by agreement between the Parties. The relationship between the Parties is governed by clause 12 of the DPA.

14.7 The Customer's indemnification. The Customer indemnifies Nemma against claims from third parties, including End Customers and public authorities, arising from the Customer's use of the Service in breach of the Agreement or applicable law, including the Customer's Skills, the Customer's choice of Auto-send and the Customer's lack of a basis for processing.

14.8 Claims must be raised in writing without undue delay and no later than 12 months after the Customer became or ought to have become aware of the event giving rise to liability.

15. Force majeure

15.1 Neither Party is liable for failure to perform the Agreement as a result of circumstances beyond the Party's reasonable control, including war, natural disasters, strikes, government intervention, prolonged outages in public networks or material outages at third-party suppliers.

15.2 If force majeure lasts more than 60 days, either Party may terminate the Agreement without liability.

16. Changes to the Terms and the Service

16.1 Nemma may change the Terms on 30 days' written notice to the Customer's registered email address. Material changes to the Customer's disadvantage entitle the Customer to terminate the Agreement with effect from the date the change takes effect.

16.2 Changes that are necessary to comply with legal requirements or to remedy security issues may be implemented without notice.

16.3 Nemma may continue to develop the Service. Material restrictions of existing functionality are notified in accordance with clause 16.1.

16.4 Changes to sub-processors follow the separate procedure in clause 6.3 of the DPA, with at least 30 days' notice and a right to object.

17. Assignment

17.1 The Customer may not assign the Agreement without Nemma's written consent.

17.2 Nemma may assign the Agreement to a company that continues the business with the Service in whole or in part, including on conversion to a company form or on a transfer of the business. The Customer will be notified.

18. Miscellaneous

18.1 Failure to enforce a provision does not constitute a waiver of later enforcement.

18.2 If a provision is invalid, this does not affect the validity of the Agreement's other provisions.

18.3 Nemma may use the Customer's name and logo as a reference, unless the Customer objects in writing.

19. Governing law and venue

19.1 The Agreement is governed by Danish law, excluding any choice-of-law rules that lead to the application of another law. CISG does not apply.

19.2 The Parties shall seek to resolve disputes by negotiation. If agreement cannot be reached, the dispute shall be decided by Næstved District Court (Retten i Næstved) as the court of first instance, unless the case falls within the jurisdiction of the Maritime and Commercial High Court (Sø- og Handelsretten).

20. Contact

VIMESO.marketing v/ Lasse Berg Svenningsen
CVR no. 35124225
Merkurvej 4, 4200 Slagelse
Email: info@nemma.dk
Data protection enquiries: info@nemma.dk