Terms of Use for Todai Contracts

In case of discrepancies, the Danish version prevails.

Effective from 24 August 2026 · Version 2026-08-v1

1. The parties and application of these terms

These terms apply to any use of Todai Contracts, provided by Todai A/S, CVR no. 41776641, Olivia Hansens Gade 3, 2nd floor, 1799 Copenhagen V ("Todai").

The terms are entered into between Todai and the company that creates a subscription ("the Customer"). The person creating the subscription warrants that they are authorised to bind the Customer.

Todai Contracts is offered exclusively to businesses. The service is not directed at consumers, and consumer protection rules do not apply.

By creating a subscription, the Customer accepts these terms.

2. Definitions

The Service — Todai Contracts, including the web application, API, MCP server, templates and integrations.
Sender — a named user at the Customer with rights to create and send contracts for signature.
Reader — a user at the Customer without rights to send contracts.
Contract — a document the Customer sends for signature via the Service.
Signatory — a natural person who confirms a Contract via the Service.
Customer Data — all content the Customer or the Customer's users upload, create or generate in the Service, including contracts, templates, customer information and information about Signatories.

3. Subscription and access

The subscription is created online and takes effect upon Todai's confirmation. Access is granted to the number of Senders chosen by the Customer. Readers are unlimited and free of charge.

The Customer is responsible for keeping its users' login credentials confidential and for all activity carried out using the Customer's users. The Customer must notify Todai immediately if unauthorised access is suspected.

The Customer may not give third parties access to the Service outside the Customer's own organisation unless otherwise agreed in writing. Signatories are not considered users and do not require a subscription.

4. Prices and payment

Prices are set out on Todai's pricing page and are stated in Danish kroner exclusive of VAT.

The subscription is invoiced monthly in advance unless annual payment has been chosen. Payment is made by payment card and is charged on the billing date.

Usage beyond the included volume is invoiced in arrears: Contracts in excess of 500 per month are charged at DKK 5 per Contract, and signatures with MitID are charged at DKK 3 per signature. The Service does not block access if the included volume is exceeded.

If the number of Senders changes during a billing period, the price is adjusted proportionately from the following period.

In the event of late payment, interest accrues at 1.5% per commenced month. Todai may, after 14 days' written notice, suspend access to the Service for non-payment. Suspension does not release the Customer from the obligation to pay.

Todai may change prices with 3 months' notice, effective from the end of a billing period. If the Customer does not accept the change, the Customer may terminate the subscription with effect from the time the change takes effect.

5. The Customer's use of the Service

The Customer may only use the Service for lawful purposes and in accordance with these terms.

The Customer must not:

• use the Service to send material that is unlawful, infringing or misleading
• attempt to circumvent the Service's security measures, access restrictions or volume limits
• resell or make the Service available to third parties as a service
• carry out automated sending to an extent that affects the Service's stability for other customers

Todai may, without notice, suspend access in the event of material or repeated breach, or where necessary to protect the Service or other customers.

6. The Customer's responsibility for the content of contracts

The Customer is solely responsible for the content of the Contracts the Customer creates, sends and enters into via the Service, including for ensuring that they are correct, complete and compliant with applicable law.

Todai is not a party to the agreements the Customer enters into with its counterparties and assumes no responsibility for the content, validity, performance or legal effect of such agreements.

The Customer is responsible for ensuring that the persons to whom the Customer sends Contracts are authorised to bind the relevant counterparty.

7. Templates and AI features

The Service does not contain legal advice. The templates, wording, suggestions and reviews made available by the Service are general tools and do not constitute advice on the Customer's specific circumstances. The Customer is encouraged to have a lawyer review the contract documents the Customer uses.

Templates are provided as is, without warranty that they are suitable for a particular purpose, cover a particular situation, or are up to date with applicable law at any given time.

AI features. The Service uses language models to prepare drafts, suggest wording and review documents. The Customer acknowledges that:

• output is not deterministic — the same input may produce different results
• output may contain errors, omissions or misunderstandings
• quality depends on the quality of the material provided by the Customer
• no warranty is given as to a particular level of accuracy or completeness

The Customer must review and approve all AI-generated content before use. The AI features are designed as drafting and review tools with human oversight. The Customer must not use output as the sole basis for decisions with legal effect for individuals, or for automated decision-making without human review. Responsibility for decisions made on the basis of the Service's output rests with the Customer.

8. Signatures and evidentiary value

Todai provides the technical platform for electronic signature, including verification of the Signatory by one-time code via SMS and, where applicable, MitID, as well as logging of events in an audit trail.

Todai warrants that the Service records and retains the information contained in the audit trail, but does not warrant that a given signature will, in a specific case, be recognised as valid or sufficient by a court, authority or counterparty.

The Customer is responsible for assessing which level of identification is appropriate for each agreement and for using the Service's capabilities accordingly.

The signature level in the Service corresponds, as a general rule, to a simple electronic signature within the meaning of the eIDAS Regulation, unless otherwise selected.

9. Availability, operation and support

Todai aims for high availability but does not guarantee uninterrupted operation. No operational guarantee or compensation for downtime is provided unless otherwise agreed in writing. Nor does Todai guarantee response times or uninterrupted availability of AI features, which depend on underlying third-party services.

Planned maintenance is announced in advance where possible and scheduled outside normal working hours where feasible.

Support is provided by email to support@todai.ai on business days within normal working hours. Todai aims to respond to inquiries within 3 business days. Customers on the "With assistance" package have access to telephone support and a dedicated contact person under the terms set out on the pricing page.

Todai may continuously change, improve and remove features of the Service. Material reductions in functionality will be announced with 1 month's notice.

10. Data, confidentiality and personal data

Customer Data belongs to the Customer. Todai acquires no rights to Customer Data beyond what is necessary to provide the Service.

Todai does not use Customer Data to train language models and does not disclose Customer Data to third parties for that purpose.

The parties shall treat each other's confidential information as confidential and use it solely to perform the agreement.

To the extent Todai processes personal data on behalf of the Customer as part of providing the Service, this is done as a data processor pursuant to the data processing agreement entered into between the parties, which forms an integral part of these terms. Todai's processing of information about the Customer's users for its own purposes is described in Todai's privacy policy.

The Customer is responsible for having a valid legal basis for the personal data the Customer inputs into the Service, and for informing the data subjects accordingly.

11. Intellectual property rights

Todai holds and retains all rights to the Service, including software, design, documentation, generic components, methods and standard templates.

The Customer receives a non-exclusive, non-transferable right to use the Service during the subscription period.

The Customer has the right to freely use, adapt and redistribute the specific contract documents the Customer prepares using the Service, including documents based on Todai's templates. The Customer must not resell or publish Todai's templates as standalone products.

Todai may list the Customer's name in customer lists. Use of the Customer's logo or reference to the Customer's specific use requires the Customer's prior consent. The Customer may at any time withdraw such consent in writing with effect for future use.

12. Liability and limitation of liability

The parties are liable under the general rules of Danish law, subject to the limitations set out below.

Todai is not liable for indirect losses, including loss of operation, loss of profit, loss of data, loss of goodwill, or losses arising from an agreement entered into via the Service proving to be invalid, unsuitable or without the expected legal effect.

Todai's total liability towards the Customer is, in each calendar year, limited to the amount the Customer has paid for the Service in the preceding 12 months, subject to a maximum of DKK 50,000.

The limitations of liability do not apply in cases of intent or gross negligence.

Claims must be made in writing without undue delay after the Customer became or should have become aware of the circumstance, and no later than 12 months after the event on which the claim is based.

13. Term, termination and cessation

The subscription runs until it is terminated.

30-day satisfaction guarantee. Within 30 days of the subscription being created, the Customer may terminate the subscription and, upon request, have the subscription fee paid refunded. The guarantee lapses if the Customer has had a Contract signed via the Service during the period; dry runs in which the Customer signs its own test document do not count. Usage-based charges under section 4 are not refunded.

The Customer may terminate the subscription with effect from the end of the current billing period. In the case of annual payment, termination takes effect at the end of the paid period. Amounts paid in advance are not refunded beyond what follows from the satisfaction guarantee.

Todai may terminate the subscription with 3 months' notice.

Either party may terminate the agreement without notice in the event of the other party's material breach that is not remedied within 30 days of a written demand.

Upon termination, the Customer retains access to export its data for 30 days. Customer Data is thereafter deleted after 90 days, unless otherwise required by the data processing agreement or applicable law. The Customer is encouraged to export signed contracts before termination.

The provisions on confidentiality, intellectual property, liability and governing law survive termination.

14. Amendment of these terms

Todai may amend these terms with 1 month's notice. Amendments are communicated by email to the Customer's registered contact person and by notice within the Service.

If the amendment is materially disadvantageous to the Customer, the Customer may terminate the subscription with effect from the date the amendment takes effect.

Amendments required by law or by regulatory requirements may be made without notice.

15. Assignment

The Customer may not assign its rights and obligations without Todai's written consent.

Todai may assign the agreement to a group-affiliated company or in connection with a full or partial transfer of business.

16. Governing law and venue

The agreement is governed by Danish law.

Any dispute arising from the agreement shall be sought resolved amicably. If agreement cannot be reached, the dispute shall be settled by the Copenhagen City Court (Københavns Byret) as the court of first instance.