CLAI SERVICES AGREEMENT
Updated: 12 August 2026
This CLAI Services Agreement applies to business customers of The Contextual Leadership AI Co-Thinker (“CLAI”). It does not govern subscriptions purchased by consumers or individuals in their personal capacity.
The Agreement is between Dr. Nørby & Partners ApS and the organization identified in the Order Form or other written ordering document as the customer. The Data Processing Agreement in Annex 1 forms part of the Agreement. The Privacy Notice in Annex 2 is provided for transparency and does not itself create separate contractual rights or obligations.
PART I – CLAI SERVICES AGREEMENT
This CLAI Services Agreement (the “Services Agreement”) is entered into between Dr. Nørby & Partners ApS, CVR no. 44708949, Sommervej 31B, 8210 Aarhus V, Denmark (“CLAI”, “we”, “us” or “our”) and the organization identified in an Order Form or other ordering document that incorporates this Services Agreement (“Customer”). CLAI and Customer are each a “Party” and together the “Parties”.
The Services Agreement becomes effective on the date, when an authorized representative of Customer accepts an Order Form, electronically accepts this Services Agreement, or otherwise enters into a written agreement to purchase CLAI that incorporates this Services Agreement (the “Effective Date”).
1. Definitions
Administrator: an End User designated by Customer with administrative rights for Customer’s CLAI account.
Affiliate: an entity that controls, is controlled by, or is under common control with a Party.
CLAI Output: responses, recommendations, analyses and other output generated by CLAI in response to Customer Input.
Company Knowledge Layer: the part of the Services, where enabled, containing organizational knowledge, leadership principles, frameworks, policies, operating guidelines or other Customer Input governed by Customer or its Administrator for use across authorized End Users.
Customer Input: prompts, files, documents, information, Company Knowledge Layer content, Individual Knowledge Layer content and other material submitted, uploaded, connected, selected or otherwise made available to the Services by or on behalf of Customer or an End User.
Customer Personal Data: Personal Data processed by CLAI on Customer’s behalf in connection with the Services, whether contained in Customer Input or CLAI Output.
Documentation: the then-current service descriptions, plan descriptions, online help and other documentation made available by CLAI for the Services.
End User: an individual authorized by Customer to use the Services under Customer’s account.
Individual Knowledge Layer: the private part of the Services, where enabled, in which an End User may store Customer Input to tailor and contextualise CLAI’s responses for that End User.
Order Form: an ordering document or online order that identifies Customer and specifies the Services purchased, Subscription Term, fees or other commercial terms.
Services: the CLAI leadership co-thinking software-as-a-service offering and related functionality made available by CLAI under an Order Form.
Subscription Term: the subscription period stated in the applicable Order Form.
2. Services
2.1. CLAI provides leadership co-thinking and advisory support software as a service. Depending on the plan purchased, the Services may include the CLAI application, Company Knowledge Layer, Individual Knowledge Layer, usage and adoption analytics, integrations, online account functionality and support.
2.2. Customer receives a non-exclusive, non-transferable right during the Subscription Term to permit its authorized End Users to access and use the Services for Customer’s internal business purposes, subject to this Agreement and the applicable Order Form.
2.3. CLAI may update, improve, replace or modify features, interfaces, technical components and underlying AI models used to provide the Services. CLAI will not materially reduce the overall functionality of the Services purchased by Customer during the applicable Subscription Term or materially reduce the privacy or security protections agreed under this Agreement and the DPA.
2.4. CLAI may use third-party services and technical components in providing the Services. CLAI remains responsible for its obligations under this Agreement and the DPA, subject to the limitations and exclusions expressly stated in this Agreement.
2.5. Support is provided as described in the applicable Order Form, subscription plan or Documentation.
3. Accounts, End Users and Administrators
3.1. Each End User account is personal to the End User and may not be shared. Customer is responsible for administering its End Users and for keeping account and access information secure. Unauthorized account sharing may result in suspension of the affected account under Section 9.
3.2. Enterprise End Users may authenticate through Customer-managed single sign-on or another authentication method specified for the Services. Customer is responsible for its identity-provider configuration and for timely removal of access when an End User is no longer authorized.
3.3. Administrators may view named usage and adoption information for End Users, including account activation, last activity, number and frequency of interactions and feature usage. Administrators cannot through the Services access End User conversations, conversation content, topics, CLAI Output within those conversations, or content in an End User’s Individual Knowledge Layer.
3.4. Authorized CLAI personnel may view named account and usage metadata where necessary for onboarding, customer success, support, troubleshooting or security. CLAI may use usage information for its own product or business analysis only in aggregated or de-identified form.
3.5. End Users can delete individual conversations, their full conversation history and content in their Individual Knowledge Layer through the Services. Deletion removes the relevant content from the active user interface without undue delay. Backup copies may remain for a limited period under CLAI’s normal backup-retention process.
3.6. If Customer deactivates an End User, that End User loses access to the Services. Deactivation does not give the Administrator access to the End User’s conversations or Individual Knowledge Layer. Such private End User content is deleted from active systems within 30 days after deactivation unless deleted earlier through the Services or otherwise required by applicable law.
4. Customer Responsibilities and Restrictions
4.1. Customer is responsible for Customer Input and for ensuring that Customer and its End Users have the rights, permissions and lawful bases necessary to submit and process Customer Input through the Services. Customer is responsible for End Users’ compliance with the use restrictions in this Agreement.
4.2. Customer and End Users must comply with any usage, storage or other limits applicable to the Services as specified in the applicable Order Form or the Services.
4.3. Customer and End Users must not:
- use the Services unlawfully or in a manner that infringes third-party rights;
- reverse engineer, decompile, disassemble or seek to discover or reconstruct CLAI’s software, source code, non-public Knowledge Library, system instructions, methods, architecture or other proprietary materials, except to the limited extent such restriction is prohibited by law;
- systematically scrape, extract, copy or compile CLAI Output or CLAI proprietary materials for the purpose of recreating CLAI, its Knowledge Library, its methods or a competing product or service;
- use CLAI Output in breach of the license restrictions in Section 5;
- circumvent or interfere with security controls, access controls or applicable usage limits, or materially disrupt the integrity or performance of the Services; or
- introduce malware or other harmful code into the Services.
4.4. CLAI may be used to support human judgement in employment and people-management matters, but Customer must not use the Services to automate, or as the sole or substantively determinative basis for, decisions concerning hiring, promotion, performance ratings, compensation, disciplinary action, termination, or systematic scoring, ranking or profiling of individuals. The relevant human decision-maker remains responsible for the final decision.
5. Intellectual Property and CLAI Output
5.1. Customer retains all rights it has in Customer Input. Customer grants CLAI the limited rights necessary to process Customer Input solely to provide, secure, support and operate the Services in accordance with this Agreement and the DPA.
5.2. The Company Knowledge Layer and Individual Knowledge Layer consist of Customer Input. Their inclusion in the Services does not transfer ownership of that Customer Input to CLAI. The different access controls for those layers are described in Section 3.
5.3. CLAI and its licensors retain all rights, title and interest in and to the Services and all CLAI proprietary materials, including CLAI’s software, shared Knowledge Library, leadership research, frameworks, methodologies, taxonomies, system instructions, prompts, structures, concepts, designs, documentation and improvements to them.
5.4. CLAI retains all intellectual property rights that may subsist in CLAI Output. Customer does not acquire ownership or intellectual property rights in CLAI Output. CLAI grants Customer a non-exclusive, worldwide right to use CLAI Output generated for Customer for Customer’s own internal leadership, management, organizational development, decision-making, internal communication and related business purposes. Customer may continue to use such CLAI Output during and after the Subscription Term and may share relevant CLAI Output with board members, advisers, consultants, coaches, lawyers or other persons acting for Customer’s own purposes, provided they do not use the Output as the basis for their own commercial products or services for third parties.
5.5. Customer may not sell, license, commercialize, systematically redistribute or incorporate CLAI Output or CLAI proprietary materials into products or services offered to third parties for resale or other commercial exploitation.
5.6. Customer Input and CLAI Output are not used to train or fine-tune shared AI models, expand CLAI’s shared Knowledge Library, or conduct content-based product improvement unless Customer separately and expressly opts in to such use. Customer Input may be processed together with CLAI’s proprietary Knowledge Library and system instructions only to provide the requested Services and generate CLAI Output for Customer or its End Users.
5.7. If Customer provides suggestions, comments or other feedback specifically about the Services (“Feedback”), CLAI may use that Feedback without restriction or payment. Feedback does not include Customer Input, CLAI Output, Customer Personal Data or Customer Confidential Information.
6. Data Protection
6.1. The Data Processing Agreement in Annex 1 applies where CLAI processes Customer Personal Data on Customer’s behalf and is incorporated into this Agreement.
6.2. For matters concerning the processing of Customer Personal Data, the DPA prevails over conflicting terms of this Services Agreement. The Privacy Notice in Annex 2 does not modify this Agreement or the DPA.
7. Fees, Subscription and Renewal
7.1. The Subscription Term, fees, number of End Users, billing frequency, renewal terms and other commercial terms are stated in the applicable Order Form. Fees are based on the Services purchased and not actual use unless the Order Form expressly provides otherwise.
7.2. Unless Customer terminates for cause under this Agreement or the Order Form expressly states otherwise, payment obligations for an existing Subscription Term are non-cancellable and fees paid are non-refundable.
7.3. If the Order Form provides for automatic renewal, Customer must give at least 30 days’ notice before the start of the next renewal term to prevent renewal. The renewal period is the period specified in the Order Form.
7.4. CLAI may change prices for future Subscription Terms. A price change does not affect the price agreed for the current Subscription Term. CLAI will provide at least 30 days’ notice before a renewal if the renewal price changes.
7.5. Additional End User licenses or Services added during a Subscription Term may be charged on a pro rata basis for the remainder of the then-current Subscription Term, unless otherwise stated in the Order Form.
8. Confidentiality
8.1. “Confidential Information” means non-public information disclosed by one Party to the other that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Input is Customer Confidential Information whether or not marked confidential. CLAI’s non-public Knowledge Library, system architecture, methodologies, system instructions and other non-public proprietary materials are CLAI Confidential Information.
8.2. The receiving Party will use Confidential Information only to exercise its rights and perform its obligations under the Agreement and will disclose it only to personnel, Affiliates, contractors, professional advisers and subprocessors who have a need to know and are bound by confidentiality obligations appropriate to the information. The receiving Party is responsible for compliance by persons to whom it discloses Confidential Information.
8.3. Confidential Information does not include information that the receiving Party can demonstrate is or becomes public through no breach of the Agreement, was lawfully known without confidentiality obligation before disclosure, is lawfully received from a third party without confidentiality obligation, or is independently developed without use of the disclosing Party’s Confidential Information.
8.4. A Party may disclose Confidential Information where legally required, but will, where legally permitted, provide prior notice and reasonable assistance so the other Party may seek protective treatment.
8.5. The obligations in this Section survive termination of the Agreement.
9. Suspension
9.1. CLAI may suspend an affected End User, account, function or Service to the extent reasonably necessary if required by law, in response to a security emergency, to address serious misuse of the Services, or where continued use reasonably risks material harm to CLAI, another customer or a third party.
9.2. Where reasonably practicable, CLAI will notify Customer before suspension and will limit the suspension to the affected End User, function or Service. CLAI will restore access as soon as reasonably practicable after the reason for suspension has been resolved.
10. Term and Termination
10.1. This Agreement begins on the Effective Date and continues until all Subscription Terms have expired or been terminated.
10.2. Either Party may terminate the Agreement for material breach if the other Party fails to cure the breach within 30 days after written notice describing the breach. A Party may terminate immediately if the breach is not reasonably capable of cure or if the other Party becomes insolvent, ceases business or enters liquidation, subject to applicable law.
10.3. On termination or expiry, Customer and End Users must stop using the Services. Fees already accrued remain payable. Return and deletion of Customer Personal Data are governed by the DPA. Provisions that by their nature should survive termination, including confidentiality, intellectual property, accrued payment obligations, indemnification and limitations of liability, continue to apply.
11. CLAI Advice, Warranties and Disclaimer
11.1. CLAI is a leadership co-thinking and advisory support tool. CLAI Output may be incomplete, inaccurate or not suitable for every situation. Customer and End Users remain responsible for exercising independent leadership judgement. CLAI Output should not be used as the sole basis for material decisions concerning individuals or Customer’s business. CLAI does not guarantee any particular leadership, organizational, commercial or performance outcome.
11.2. CLAI warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision of the Services and that it has the rights and authorizations necessary to provide the Services under this Agreement.
11.3. Except as expressly stated in the Agreement, CLAI disclaims all other warranties, representations and conditions, whether express, implied or statutory, to the maximum extent permitted by applicable law.
12. Indemnification
12.1. CLAI will defend Customer against a third-party claim alleging that Customer’s authorized use of the Services infringes that third party’s intellectual property rights and will indemnify Customer for damages and reasonable external legal costs finally awarded or agreed in settlement, provided Customer promptly notifies CLAI, gives CLAI control of the defence and settlement, and reasonably cooperates.
12.2. CLAI has no obligation under Section 12.1 to the extent a claim results from Customer Input, a combination with products or services not supplied by CLAI, modifications not made by CLAI, use contrary to the Agreement or Documentation, or continued use after CLAI has provided a reasonable non-infringing alternative. CLAI may procure the right to continue use, modify or replace the affected Service, or, if neither is reasonably available, terminate the affected Service and refund prepaid fees for the unused portion of the affected Subscription Term.
12.3. Customer will defend CLAI and its Affiliates, officers, directors and personnel against third-party claims arising from Customer Input or Customer’s or its End Users’ unlawful or unauthorized use of the Services and will indemnify them for damages and reasonable external legal costs finally awarded or agreed in settlement, subject to the same notice, control and cooperation principles.
13. Limitation of Liability
13.1. To the maximum extent permitted by applicable law, neither Party will be liable for indirect, incidental, special or consequential losses, including loss of profit, revenue, goodwill or business opportunity, arising out of or relating to the Agreement.
13.2. Except for the exclusions in Section 13.3, each Party’s aggregate liability arising out of or relating to the Agreement will not exceed the fees paid by Customer for the Services during the 12 months immediately preceding the event giving rise to the claim.
13.3. The limitations in Section 13.2 do not apply to gross negligence or willful misconduct, a Party’s indemnification obligations under Section 12, or Customer’s payment obligations.
14. Publicity
CLAI may not use Customer’s name, logo, testimonial or the existence of the customer relationship in public marketing, case studies or promotional materials without Customer’s prior written consent.
15. Assignment
Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign it to an Affiliate or in connection with a merger, reorganization or sale of all or substantially all of the relevant business or assets, upon written notice to the other Party.
16. Force Majeure
Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, except for payment obligations. The affected Party will use reasonable efforts to mitigate the effect of the event and resume performance.
17. Changes to the Agreement
CLAI may update this Services Agreement or the DPA from time to time. CLAI will provide at least 30 days’ prior notice of material changes that materially affect Customer’s rights or obligations. Other changes may take effect when posted or otherwise notified. Changes required to comply with law or address urgent security or legal requirements may take effect on shorter notice. CLAI will not through an update materially reduce Customer’s data-protection rights under the DPA during a current Subscription Term. Continued use of the Services after an applicable change takes effect constitutes acceptance of the updated contractual terms, unless Customer terminates or does not renew before the effective date where permitted under the Agreement.
18. Notices
Formal notices under the Agreement may be sent electronically. CLAI may send notices to the administrative or contractual email address Customer has registered with CLAI or stated in the Order Form. Customer is responsible for keeping that address current. Customer notices to CLAI must be sent to the contact address stated in the Order Form or, if none is stated, to support@drnoerby.com.
19. Order of Precedence
If documents conflict, the DPA prevails for matters relating to processing of Customer Personal Data. An Order Form prevails over this Services Agreement for commercial or service-specific terms that the Order Form expressly addresses. This Services Agreement otherwise prevails. An Order Form does not amend the DPA unless the amendment is expressly stated and agreed by both Parties. Where applicable Standard Contractual Clauses govern an international transfer of Personal Data, those clauses prevail to the extent required by their terms.
20. Miscellaneous
20.1. Waiver. A failure or delay to exercise a right under the Agreement is not a waiver of that right. A waiver must be in writing and applies only to the specific instance stated.
20.2. Severability. If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect.
20.3. Relationship. The Parties are independent contractors. The Agreement does not create a partnership, joint venture, agency or employment relationship between the Parties.
20.4. Entire Agreement. This Services Agreement, the DPA, the applicable Order Form and any other document expressly incorporated into them constitute the entire agreement between the Parties concerning the Services and supersede prior or contemporaneous agreements, proposals or representations concerning the same subject matter.
21. Governing Law and Jurisdiction
The Agreement is governed by the laws of Denmark, without regard to conflict-of-law rules. The courts of Copenhagen, Denmark have exclusive jurisdiction over disputes arising out of or relating to the Agreement, subject to any mandatory law that cannot be excluded by contract.
End.
See Annex 1: Data Processing Agreement
See Annex 2: Privacy Notice