Terms of Service
Effective 2026-06-09 · Last updated 2026-06-09
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Effective 2026-06-09 · Last updated 2026-06-09
These Terms of Service ("Terms" or "Agreement") form a binding agreement between Palette Group ApS, a company incorporated under the laws of Denmark with CVR no. 45344266, having its registered office at Flæsketorvet 38B, 1. sal, 1711 København V, Denmark ("Palette", "we", "us" or "our") and the legal entity that accepts these Terms or otherwise accesses the Services ("Customer", "Organization" or "you"). Palette and Customer are each a "Party" and collectively the "Parties".
You agree to be bound by these Terms by any of the following: (a) executing an Order Form that references these Terms; (b) clicking "I accept" (or a similar control) when creating an account or subscribing to a plan through the Services; or (c) accessing or otherwise using the Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. The Services are intended solely for use by businesses and other organisations acting in a commercial or professional capacity; by accepting these Terms you confirm that you are acting in such a capacity and not as a consumer.
Capitalised terms have the meanings set out below.
1.1 "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means ownership of more than 50% of the voting interests.
1.2 "Authorized User" means an employee, consultant, contractor or agent of Customer or its Affiliates who is authorised by Customer to access and use the Services. Each Authorized User must access the Services through their own individual account; login credentials may not be shared.
1.3 "Beta Services" means features, functionality or services made available by Palette and identified as "alpha", "beta", "preview", "early access", "experimental" or similar.
1.4 "Business Contact Data" means the names, business contact details and similar information of Authorized Users that Palette processes for the purposes of relationship management, billing, support and security.
1.5 "Client Software" means any desktop, mobile or other downloadable software made available by Palette as part of the Services (including the Palette Desktop application).
1.6 "Confidential Information" has the meaning given in Section 6.
1.7 "Credits" means the unit of consumption used to meter usage of the Services, as further described in the Documentation and on Palette's pricing page.
1.8 "Customer Data" means any data, content, documents, files, code, prompts or other materials that Customer or its Authorized Users submit to, upload to, or generate through the Services, excluding Business Contact Data and Usage Data.
1.9 "Data Processing Agreement" or "DPA" means the data processing agreement entered into between the Parties governing the processing of Personal Data, incorporated by reference into this Agreement.
1.10 "Documentation" means the user guides, help materials and technical documentation made available by Palette for the Services.
1.11 "Free Services" means any portion of the Services that Palette makes available without charge, including any free tier, free trial, or promotional credits.
1.12 "Harmful Code" means any software, code or instructions intended to disrupt, damage or gain unauthorised access to systems or data, including viruses, worms, Trojan horses, ransomware and other malicious code.
1.13 "MAU" means a monthly active Authorized User, as further described in the Documentation and on Palette's pricing page.
1.14 "Order" means (a) a written or electronic ordering document executed by the Parties that references these Terms and specifies the Services, plan, fees and subscription term (an "Order Form"); or (b) for self-serve subscriptions, the plan selection and confirmation made by Customer within the Services at the time of purchase or upgrade.
1.15 "Palette IP" means the Services, the Palette platform, Client Software, Documentation, all underlying technology, and all improvements, enhancements and derivatives of the foregoing, together with all intellectual property rights therein.
1.16 "Personal Data" has the meaning given in the EU General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and is further defined in the DPA.
1.17 "Professional Services" means any onboarding, implementation, training, migration or other consulting services provided by Palette under a Statement of Work.
1.18 "Sensitive Data" means (a) special categories of personal data as defined in Article 9 GDPR; (b) health, biometric or genetic data; (c) financial account, payment card or government-issued identification numbers; and (d) any other data the unauthorised disclosure of which would trigger statutory breach-notification obligations.
1.19 "Services" means the Palette platform and related online services made available by Palette under an Order, including any associated Client Software, Beta Services and Documentation.
1.20 "Statement of Work" or "SOW" means a written statement of work executed by the Parties describing Professional Services.
1.21 "Subscription Term" means the term of a Customer's subscription to the Services as set out in the applicable Order.
1.22 "Third Party Integrations" means third-party products, services, applications or APIs that Customer chooses to connect to or integrate with the Services.
1.23 "Third Party Models" means artificial intelligence or machine-learning models, including large language models, that are provided by third parties and that Palette may use to provide certain features of the Services.
1.24 "Usage Data" means data and metrics relating to the operation, performance and use of the Services, such as log data, configuration data, performance metrics, feature-usage counts, crash and error reports, and similar telemetry generated by the Services or the Client Software (including software version, operating-system version and device type). Usage Data does not include the content of Customer Data, including the content of conversations, prompts, files or messages submitted by Authorized Users.
2.1 Grant of Rights. Subject to Customer's compliance with this Agreement and timely payment of all fees, Palette grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer's internal business purposes, in accordance with the Order and the Documentation.
2.2 Client Software Licence. Subject to this Agreement, Palette grants each Authorized User a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to download, install and run the Client Software on devices owned or controlled by Customer, solely for use with the Services during the Subscription Term. The Client Software may include or be accompanied by third-party open-source components, the licences and notices for which are made available within the Client Software or on Palette's website.
2.3 Authorized Users and Usage Limits. Access to the Services is limited to Authorized Users. Unless otherwise stated in the Order, Customer's plan does not impose a per-seat fee or a fixed cap on the number of Authorized Users; instead, Customer's usage of the Services is metered in Credits and other units described in the Documentation and on Palette's pricing page, with specific allowances applicable to Customer's plan set out in the Order. Customer is responsible for all activities that occur under its account and the acts and omissions of its Authorized Users as if they were Customer's own.
2.4 Account Security. Customer shall maintain the confidentiality of all account credentials and notify Palette without undue delay of any actual or suspected unauthorised access to or use of its account.
2.5 Acceptable Use. Customer shall not, and shall ensure that its Authorized Users do not:
3.1 Provision of the Services. Palette will make the Services available in accordance with this Agreement and the applicable Order, and will use commercially reasonable efforts to make the Services available on a 24/7 basis, subject to scheduled maintenance and unforeseen downtime. Service availability and incidents are published on Palette's status page at https://status.palette.team. Palette does not commit to a contractual uptime SLA or published RTO/RPO targets under these Terms; any specific availability commitments must be agreed in an Order Form.
3.2 Updates and Changes. Palette may from time to time release upgrades, patches, enhancements, bug fixes and new features ("Updates") at no additional charge. Palette will use commercially reasonable efforts to provide reasonable prior notice of any Update that would materially reduce the core functionality of the Services.
3.3 Professional Services. Where the Parties agree to Professional Services, Palette will perform them in accordance with the applicable SOW. Unless otherwise stated, Customer will reimburse reasonable, pre-approved travel and out-of-pocket expenses. All deliverables and work product created in connection with Professional Services constitute Palette IP, subject to the licence granted in Section 2.1.
3.4 AI Capabilities. The Services include features that rely on artificial intelligence and Third Party Models. Further information about Palette's use of AI is set out in Palette's AI Transparency Statement, available on Palette's website. Customer acknowledges that:
3.5 Palette Personnel Access. Authorised members of the Palette team may access Customer Data, including conversations, signals and AI Outputs, only as reasonably necessary to operate, secure, debug, support and improve the Services and to comply with this Agreement and applicable law. Such access is restricted to personnel bound by written confidentiality obligations and subject to least-privilege controls and audit logging. Customer Data is not accessed for marketing purposes and, in accordance with Section 4.2, is not used to train, fine-tune or otherwise improve any artificial intelligence or machine-learning model. Customer may request additional restrictions on production access by written notice to legal@palette.team; Palette will consider such requests in good faith.
3.6 Beta Services. Palette may make Beta Services available from time to time. Notwithstanding anything in this Agreement to the contrary, Beta Services are provided "AS IS", may be modified, suspended or withdrawn at any time without notice, are not covered by any service warranty or availability commitment, and are excluded from Palette's indemnification obligations under Section 9. Customer's use of Beta Services is voluntary and at Customer's sole risk.
4.1 Palette IP. As between the Parties, Palette retains all right, title and interest, including all intellectual property rights, in and to the Palette IP. No rights are granted to Customer other than those expressly set out in this Agreement.
4.2 Customer Data. As between the Parties, Customer retains all right, title and interest, including all intellectual property rights, in and to Customer Data. Customer grants Palette a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, modify (for formatting purposes) and otherwise process Customer Data solely to the extent necessary to provide and support the Services and to comply with Customer's instructions. Customer Data will never be used to train, fine-tune or otherwise improve any artificial intelligence or machine-learning model owned by Palette, by any Third Party Model provider, or by any other third party.
4.3 Feedback. If Customer or any Authorized User provides Palette with suggestions, ideas, enhancement requests or other feedback regarding the Services ("Feedback"), Customer grants Palette a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, reproduce, modify and incorporate the Feedback into the Palette IP without obligation or compensation.
4.4 Usage Data. Palette may collect, generate and use Usage Data and Business Contact Data to operate, secure, support, improve and develop the Services and Palette's other products, and to produce anonymised, aggregated analytics, provided that such use does not identify Customer or any individual.
4.5 Third Party Integrations. The Services may interoperate with Third Party Integrations. Customer's use of any Third Party Integration is governed by the third party's terms and is at Customer's own risk. Palette does not control and is not responsible for Third Party Integrations, and may discontinue support for any Third Party Integration at any time. Customer is responsible for obtaining all necessary rights and consents to enable Palette to access and exchange data with any Third Party Integration on Customer's behalf.
4.6 Third Party Models. The Services may incorporate Third Party Models. Customer acknowledges that (a) Third Party Models are owned by their respective providers; (b) the availability, performance and behaviour of Third Party Models may change; and (c) Palette's warranties and indemnities in this Agreement do not apply to outputs of Third Party Models. Customer is solely responsible for ensuring that its use of Third Party Models complies with any restrictions imposed by their providers.
5.1 Fees. Customer shall pay the fees applicable to its plan as set out in (a) the Order Form, or (b) for self-serve subscriptions, the in-product plan selection screen at the time of purchase and on Palette's pricing page. Unless otherwise specified, fees are stated in EUR and are exclusive of all VAT, sales, use, withholding and similar taxes, which Customer is responsible for. For business customers in EU Member States outside Denmark with a valid VAT identification number, the reverse-charge mechanism may apply; for Danish customers, Danish VAT will be added where applicable.
5.2 Order-Form Billing. Where Customer subscribes under an Order Form, Palette will invoice Customer in advance on the billing cycle specified in the Order Form (monthly or annually). Invoices are due within thirty (30) days of the invoice date, unless otherwise agreed.
5.3 Self-Serve Billing. Where Customer subscribes through the Services on a self-serve basis, Customer authorises Palette and its payment processor to charge Customer's payment method (a) on the date of initial subscription or upgrade; (b) at the start of each subsequent billing cycle for the applicable plan fees; and (c) for any usage-based or top-up charges as incurred. Customer is responsible for keeping its payment method current. If a charge fails, Palette may retry the charge and, if payment remains outstanding after a reasonable grace period (typically seven (7) days), suspend the Services in accordance with Section 5.7.
5.4 Credits and Overages. Usage of the Services is metered in Credits and other units described in the Documentation and on Palette's pricing page. Unless otherwise stated in the Order, included Credits and other usage allowances expire at the end of each billing cycle and do not roll over. If Customer's usage exceeds the allowances included in its plan, Palette may (at its option) (a) invoice or charge Customer for the excess at the then-current top-up or overage rates published on Palette's pricing page or set out in the Order; (b) prompt Customer to upgrade to a higher plan; or (c) throttle or limit further usage until the next billing cycle.
5.5 Free Services. Palette may make Free Services available. Free Services are provided "AS IS" and without any availability, performance or support commitment. Palette may modify, suspend, limit or discontinue Free Services (or convert them to paid tiers) at any time, with or without notice. Sections 5.2–5.4, 5.6, 5.7 and 8.6 do not apply to Free Services. Customer's use of Free Services remains subject to the Acceptable Use restrictions in Section 2.5 and all other applicable provisions of this Agreement.
5.6 Non-Cancellation; Non-Refundable. Except as expressly stated in this Agreement, all fees are non-cancellable and amounts paid are non-refundable, and committed quantities purchased under an Order Form cannot be decreased during the relevant Subscription Term. Self-serve customers may cancel their subscription at any time within the Services; cancellation takes effect at the end of the then-current billing cycle, and Customer remains responsible for fees accrued through that date.
5.7 Late Payment and Suspension. Overdue amounts accrue interest at the lower of (a) 1.5% per month, or (b) the maximum rate permitted by applicable law, calculated from the original due date until paid in full. If Customer fails to pay any undisputed amount within (i) fifteen (15) days after written notice of overdue payment for invoiced fees, or (ii) the grace period described in Section 5.3 for self-serve card payments, Palette may suspend the Services until the amount is paid in full, without prejudice to its other rights.
5.8 Disputed Charges. Customer must notify Palette in writing of any disputed charge within thirty (30) days of the invoice or charge date. Palette will not exercise its suspension or late-payment rights with respect to charges that Customer disputes reasonably and in good faith and for which Customer is cooperating diligently to resolve the dispute.
6.1 Definition. "Confidential Information" means all non-public information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party") that is identified as confidential at the time of disclosure or that, given its nature and the circumstances of disclosure, would reasonably be understood to be confidential. Palette's Confidential Information includes the Services, the Documentation and the pricing and terms of this Agreement.
6.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already lawfully known to the Receiving Party at the time of disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
6.3 Obligations. The Receiving Party shall (a) use Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information of a similar nature, and no less than a reasonable degree of care; and (c) limit access to Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by written confidentiality obligations at least as protective as those in this Section 6.
6.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or by order of a court or governmental authority, provided that, where legally permitted, it gives the Disclosing Party prompt prior notice and reasonable cooperation to seek a protective order.
6.5 Return or Destruction. Upon expiry or termination of this Agreement, the Receiving Party shall, at the Disclosing Party's option, return or destroy all Confidential Information in its possession or control, except for copies retained in routine backups or as required by law. The confidentiality obligations in this Section 6 survive for three (3) years after termination, except for trade secrets, which remain confidential for as long as they qualify as such under applicable law.
7.1 Data Processing Agreement. To the extent Palette processes Personal Data on Customer's behalf in providing the Services, such processing is governed by the DPA, which is incorporated into this Agreement by reference. Customer acts as data controller and Palette as data processor in respect of such Personal Data.
7.2 Security Measures. Palette will implement and maintain appropriate technical and organisational measures designed to protect Customer Data against unauthorised access, loss, alteration or disclosure, in accordance with the DPA and applicable law. These measures currently include:
7.3 Data Residency. Palette's primary application infrastructure, including its application database, agent-memory database and cache, is hosted in the European Union (currently Amsterdam, Netherlands). Certain sub-processors, including AI model providers, workflow orchestration, integration platforms and observability tooling, may process Customer Data outside the European Economic Area; in each case, transfers are governed by the DPA and rely on appropriate transfer mechanisms under Chapter V of the GDPR (such as Standard Contractual Clauses or adequacy decisions).
7.4 Sub-processors. Palette engages sub-processors to provide the Services. A current list of sub-processors, including their purpose and the categories of data processed, is published on Palette's trust portal at https://trust.palette.team and incorporated into the DPA. Palette will use commercially reasonable efforts to notify Customer of material changes to its sub-processor list, including by updating the published list and (where Customer has subscribed to such notifications) by email.
7.5 No Sensitive Data. The Services are not designed or intended for use with Sensitive Data. Customer shall not submit any Sensitive Data to the Services unless expressly agreed in writing in advance, and Palette has no liability arising from any Sensitive Data submitted in breach of this Section 7.5.
7.6 No Model Training. Palette does not train or fine-tune any artificial intelligence or machine-learning models on Customer Data. Third Party Model providers used by Palette are configured to prevent the use of Customer prompts and responses for training, in accordance with the respective provider's commercial terms.
7.7 Security Incidents. In the event of a Personal Data breach affecting Customer Data, Palette will notify Customer without undue delay after becoming aware, in accordance with Article 33(2) GDPR and the DPA. Notification will be made to the primary contact specified in the Order (or, for self-serve subscriptions, to the account administrator email on file) and will describe, to the extent then known, the nature of the breach, the categories and approximate volume of data affected, the likely consequences, and the remediation steps taken or proposed.
7.8 Business Contact Data and Usage Data. Palette processes Business Contact Data and Usage Data as an independent controller for the purposes set out in Section 4.4 and in Palette's Privacy Policy, including relationship management, billing, security, fraud prevention and product improvement.
8.1 Term. This Agreement commences on the date Customer first accepts these Terms or executes an Order Form referencing them, whichever is earlier, and continues until all Subscription Terms have expired or been terminated.
8.2 Subscription Term and Renewal.
8.3 Termination for Cause. Either Party may terminate this Agreement or any Order upon written notice if the other Party (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice of it; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, suffers the appointment of a receiver or trustee, or is the subject of any bankruptcy or similar proceeding.
8.4 Suspension. Without limiting its other rights, Palette may suspend Customer's or any Authorized User's access to the Services with reasonable prior notice (or without notice where necessary to protect the Services) if Palette reasonably determines that (a) continued access poses a security risk to the Services or any third party; (b) Customer's use is fraudulent, unlawful or in material breach of the Acceptable Use restrictions; (c) any fees are more than fifteen (15) days overdue (or, for self-serve card payments, payment has failed beyond the grace period in Section 5.3); or (d) suspension is required to comply with applicable law or a third-party demand.
8.5 Effect of Termination. Upon expiry or termination of this Agreement: (a) all rights granted to Customer under this Agreement immediately cease; (b) Customer shall pay all fees accrued up to the effective date of termination; (c) for a period of thirty (30) days after termination, Customer may export Customer Data from the Services using available export tools or request a copy from Palette; (d) following that period, Palette will delete Customer Data from production systems within thirty (30) days of written request, with residual copies in encrypted backups expiring on the standard backup-rotation cycle (currently six (6) days), in each case in accordance with the DPA; and (e) each Party shall return or destroy the other Party's Confidential Information in accordance with Section 6.5.
8.6 Refunds. If Customer terminates this Agreement for Palette's uncured material breach under Section 8.3, Palette will refund any prepaid fees covering the remainder of the then-current Subscription Term after the effective date of termination. If Palette terminates for Customer's breach, Customer remains liable for all fees through the end of the then-current Subscription Term. This Section 8.6 does not apply to Free Services.
8.7 Survival. Sections 1 (Definitions), 4 (Proprietary Rights), 5 (Fees and Payment, with respect to accrued amounts), 6 (Confidentiality), 7 (Data Protection), 8.5 (Effect of Termination), 8.6 (Refunds), 9 (Indemnification), 10 (Warranties and Disclaimers), 11 (Limitation of Liability) and 12 (General) survive termination of this Agreement.
9.1 Indemnification by Palette. Palette shall defend Customer against any third-party claim alleging that the Services, as provided by Palette and used in accordance with this Agreement, infringe such third party's intellectual property rights, and shall indemnify Customer for damages and reasonable costs finally awarded against Customer or paid in settlement of such claim, provided that Customer (a) gives Palette prompt written notice of the claim; (b) gives Palette sole control of the defence and settlement; and (c) provides reasonable cooperation at Palette's expense.
9.2 Mitigation. If the Services become, or in Palette's reasonable opinion are likely to become, the subject of an infringement claim, Palette may at its option (a) procure for Customer the right to continue using the Services; (b) modify or replace the Services to make them non-infringing while preserving substantially equivalent functionality; or (c) terminate the affected Order and refund any prepaid fees covering the remainder of the Subscription Term.
9.3 Exclusions. Palette has no obligation under Section 9.1 for any claim arising from (a) use of the Services in combination with materials or services not provided by Palette; (b) modification of the Services other than by Palette; (c) Customer Data; (d) Third Party Integrations or Third Party Models; (e) Beta Services or Free Services; or (f) Customer's breach of this Agreement.
9.4 Indemnification by Customer. Customer shall defend Palette against any third-party claim arising out of or relating to (a) Customer Data; (b) Customer's or any Authorized User's breach of Section 2.5 (Acceptable Use); (c) Customer's use of the Services in violation of applicable law; or (d) any Third Party Integration enabled by Customer, and shall indemnify Palette for damages and reasonable costs finally awarded against Palette or paid in settlement of such claim.
9.5 Sole Remedy. This Section 9 states each Party's sole and exclusive remedy and the other Party's entire liability for third-party intellectual property infringement claims.
10.1 Mutual Warranties. Each Party warrants that (a) it has full power and authority to enter into and perform this Agreement; and (b) its execution and performance of this Agreement will not violate any other agreement to which it is a party.
10.2 Service Warranty. Palette warrants that, during the Subscription Term, the Services (excluding Beta Services and Free Services) will perform materially in accordance with the Documentation. Customer's exclusive remedy and Palette's sole liability for any breach of this warranty is, at Palette's option, to (a) use commercially reasonable efforts to correct the non-conformity; or (b) if Palette is unable to do so within a reasonable time, terminate the affected Order and refund any prepaid fees covering the remainder of the Subscription Term following termination.
10.3 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICES (INCLUDING BETA SERVICES AND FREE SERVICES) ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND PALETTE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE FROM HARMFUL CODE. PALETTE MAKES NO WARRANTY REGARDING ANY THIRD PARTY INTEGRATIONS, THIRD PARTY MODELS OR AI OUTPUTS.
11.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PALETTE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE SERVICES, PALETTE'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED EUROS (€100).
11.3 Exceptions. The limitations in Sections 11.1 and 11.2 do not apply to (a) Customer's payment obligations; (b) either Party's indemnification obligations under Section 9; (c) Customer's breach of Section 2.5 (Acceptable Use) or Section 4 (Proprietary Rights); or (d) liability that cannot be excluded or limited under mandatory applicable law, including liability for fraud, gross negligence or wilful misconduct.
12.1 Governing Law. This Agreement is governed by the laws of Denmark, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
12.2 Jurisdiction. The Parties submit to the exclusive jurisdiction of the courts of Copenhagen, Denmark for any dispute arising out of or relating to this Agreement, subject to either Party's right to seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
12.3 Entire Agreement; Order of Precedence. This Agreement, together with all Orders, SOWs and the DPA, constitutes the entire agreement between the Parties regarding the Services and supersedes all prior or contemporaneous agreements and understandings. In the event of a conflict, the order of precedence is: (a) the applicable Order Form or SOW; (b) the DPA; (c) these Terms; and (d) the Documentation. Any purchase order or similar Customer document is for administrative convenience only, and any terms contained in it that are inconsistent with this Agreement are of no effect.
12.4 Modifications. Palette may modify these Terms from time to time, including to reflect changes to the Services, to comply with applicable law, or to address security, fraud or abuse. Palette will provide notice of modifications by email and/or through the Services, with at least thirty (30) days' notice for changes that are materially adverse to Customer. If a materially adverse change applies to Customer, Customer may terminate the affected Order within thirty (30) days of the change taking effect and receive a refund of any prepaid fees covering the unused portion of the Subscription Term. Continued use of the Services after a change takes effect constitutes acceptance of the change.
12.5 Notices. Notices to Palette must be in writing and sent to Palette Group ApS, Flæsketorvet 38B, 1. sal, 1711 København V, Denmark, with a copy by email to legal@palette.team. Notices to Customer will be sent to the address or email specified in the Order Form, or, for self-serve subscriptions, to the administrator email address on file for the account and/or via in-product notification. Notices are effective on the date of personal delivery, on the second business day after dispatch by reputable courier, or on the date sent by email or via in-product notification.
12.6 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign this Agreement in its entirety, on written notice and without consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets. Any prohibited assignment is void.
12.7 Force Majeure. Neither Party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, government action, labour disputes, epidemics, denial-of-service attacks, failure of internet or telecommunications providers, or failure of third-party hosting or infrastructure providers.
12.8 Publicity. Palette may identify Customer as a customer of Palette and use Customer's name and logo on Palette's website and in marketing materials, subject to Customer's reasonable brand guidelines provided in writing in advance. Customer may withdraw this permission at any time on written notice to Palette, in which case Palette will cease such use within a reasonable period.
12.9 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture or employment relationship.
12.10 Severability. If any provision of this Agreement is held to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force and effect.
12.11 Waiver. No waiver of any provision of this Agreement is effective unless in writing and signed by the waiving Party. Failure to enforce any right is not a waiver of future enforcement.
12.12 Export Controls. Customer shall comply with all applicable export-control and sanctions laws of the European Union, Denmark, the United States and other applicable jurisdictions in its use of the Services, and shall not permit any Authorized User to access the Services from any country or by any person subject to such restrictions.
12.13 Age. The Services are not intended for use by individuals under the age of 16 (or such higher age as may be required by applicable law). Customer represents that all Authorized Users meet this age requirement.
Palette Group ApS
Flæsketorvet 38B, 1. sal
1711 København V
Denmark
CVR no. 45344266
General and legal notices: legal@palette.team
Security disclosures and incident reports: trust@palette.team
Status page: https://status.palette.team
Trust portal (sub-processors, security docs): https://trust.palette.team