Complezy

Complezy Terms of Service

Effective Date: 17/12/2025
Last Updated: 17/12/2025

These Terms of Service ("Terms") govern your access to and use of the Complezy platform, website, and related services (collectively, the "Service") provided by Complezy LLC ("Complezy", "we", "us", or "our").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" or "Customer" will refer to that organization.

If you do not agree to these Terms, do not use the Service.

1. Eligibility and Account Registration

1.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Service.

1.2 Account Creation

To use the Service, you may need to create an account and provide accurate, current, and complete information. You are responsible for:

  • Maintaining the confidentiality of your login credentials
  • Restricting access to your account
  • All activities that occur under your account

1.3 Authorized Users

If you create an account for an organization, you may authorize employees or other individuals to access the Service ("Authorized Users"). You are responsible for:

  • Ensuring each Authorized User complies with these Terms
  • Any actions of your Authorized Users while using the Service

1.4 Account Security

You must promptly notify Complezy at privacy@complezy.com of any unauthorized access, use, or suspected security incident involving your account.

2. Fees and Payment

2.1 Fees

Use of certain features or tiers of the Service may require payment of fees. The applicable fees, billing cycles, and any usage limits will be described in the ordering process, service description, or separate agreement made available to you.

2.2 Billing and Payment

You authorize Complezy (or our payment provider) to charge all fees to your chosen payment method on a recurring basis, in advance of each billing period, unless otherwise agreed.

2.3 Taxes

Fees are exclusive of any applicable taxes, duties, or governmental charges. You are responsible for all such amounts (excluding taxes based on our income).

2.4 Changes to Fees

We may change fees or introduce new charges. Any changes will apply from the start of the next billing period after notice to you. If you do not agree to the changes, you must stop using the Service before the changes take effect.

2.5 No Refunds

Except where required by law or expressly stated otherwise in writing, all payments are final and non-refundable.

3. License and Use of the Service

3.1 License Grant

Subject to these Terms and your payment of applicable fees, Complezy grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes during your subscription or access term.

3.2 Restrictions

You agree not to, and not to allow any third party to:

  • Copy, modify, adapt, translate, or create derivative works of the Service
  • Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying ideas of the Service, except to the extent permitted by law
  • Bypass or circumvent any access controls, rate limits, or security measures
  • Use the Service to develop or offer a competing product or service
  • Use the Service for any unlawful, infringing, harmful, or fraudulent purpose
  • Upload or transmit any viruses, malware, or harmful code
  • Interfere with or disrupt the integrity or performance of the Service

3.3 Third-Party Services

The Service may interoperate with or link to third-party services. Your use of third-party services is governed solely by those providers' terms and policies. Complezy is not responsible for third-party services.

3.4 Beta Features

We may offer features or services identified as beta, preview, or similar ("Beta Features"). Beta Features are provided for evaluation only, may be modified or discontinued at any time, and are provided "as is" without any warranty or service level commitments.

4. Customer Data and Content

4.1 Customer Data

"Customer Data" means any data, content, files, or information that you or your Authorized Users upload to or generate within the Service, including:

  • ESG metrics and related information
  • Workforce and governance data
  • Questionnaires, responses, and templates
  • Policies, evidence, and documents

You retain all rights, title, and interest in and to Customer Data, except for the limited rights granted to Complezy in these Terms.

4.2 License to Complezy

You grant Complezy a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and display Customer Data solely:

  • To provide, maintain, and improve the Service
  • To prevent or address service, security, or technical issues
  • To comply with legal obligations
  • As otherwise agreed with you in writing

4.3 Aggregated and Anonymized Data

Complezy may create aggregated, de-identified, or anonymized data from Customer Data and usage of the Service ("Aggregated Data"). Aggregated Data will not identify you or any individual. Complezy may use Aggregated Data for any lawful purpose, including analytics, benchmarking, and improving the Service.

4.4 Your Responsibilities for Customer Data

You are solely responsible for:

  • The accuracy, quality, and legality of Customer Data
  • Ensuring you have all necessary rights and consents to upload and process Customer Data in the Service
  • Ensuring your use of the Service and handling of Customer Data complies with all applicable laws and regulations

Complezy does not control Customer Data and is not responsible for any decisions or actions you take based on Customer Data or outputs from the Service.

4.5 Sensitive Data

Unless we have expressly agreed in writing, you must not use the Service to store or process highly sensitive categories of data that require special protection under applicable law (such as health data, full payment card numbers, or government-issued identification numbers). If you choose to upload such data, you do so at your own risk, and Complezy disclaims liability arising from such use.

5. Data Protection and Security

5.1 Privacy

Our processing of personal data is governed by the Complezy Privacy Policy, available on our website. By using the Service, you acknowledge that you have read and understood the Privacy Policy.

5.2 Security Measures

Complezy implements reasonable technical and organizational measures to protect the security, confidentiality, and integrity of the Service and Customer Data. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

5.3 Data Backups

While we may perform routine backups, you are responsible for maintaining any backups of Customer Data that you require. Complezy is not liable for loss of data caused by you, third-party services, or events beyond our reasonable control.

6. Service Availability and Modifications

6.1 Availability

We will use commercially reasonable efforts to make the Service available, subject to planned maintenance, unplanned outages, and circumstances beyond our reasonable control.

6.2 Modifications

We may update, change, or discontinue any part of the Service at any time. If a change materially reduces core functionality you rely on, we will try to provide reasonable notice.

6.3 Suspension

We may suspend or restrict access to the Service if:

  • You or an Authorized User materially breaches these Terms
  • Your use poses a security, legal, or operational risk
  • We are required to do so by law or by a third-party provider

We will make reasonable efforts to notify you and restore access once the issue is resolved.

7. Customer Responsibilities and Acceptable Use

You and your Authorized Users agree to:

  • Use the Service only for lawful business purposes
  • Comply with all applicable laws, regulations, and third-party rights
  • Not use the Service to harass, threaten, or harm others
  • Not use the Service to store or transmit content that is unlawful, defamatory, or otherwise objectionable

You are responsible for all use of the Service under your account.

8. No Legal or Compliance Advice

The Service may provide content, templates, or outputs related to ESG, sustainability, or regulatory reporting. This material is for informational purposes only and does not constitute legal, financial, tax, or compliance advice.

Complezy does not guarantee that use of the Service will ensure compliance with any law, regulation, or standard (including CSRD, ESG frameworks, or similar rules). You remain solely responsible for obtaining independent professional advice and for ensuring your activities and reporting comply with all applicable requirements.

9. Intellectual Property

9.1 Ownership

Complezy and its licensors own all rights, title, and interest in and to:

  • The Service, including its software, architecture, interfaces, designs, and documentation
  • All trademarks, logos, and branding
  • All enhancements, modifications, and derivative works of the foregoing

Except for the limited license granted in Section 3.1, no rights are granted to you.

9.2 Feedback

If you submit feedback, suggestions, or ideas related to the Service ("Feedback"), you grant Complezy a worldwide, perpetual, irrevocable, royalty-free license to use and exploit such Feedback for any purpose, without obligation or compensation to you.

10. Confidentiality

10.1 Definition

"Confidential Information" means non-public information that one party discloses to the other and that is designated as confidential or would reasonably be understood to be confidential, including business, technical, and financial information, as well as Customer Data.

10.2 Obligations

Each party will:

  • Use Confidential Information only to perform obligations or exercise rights under these Terms
  • Not disclose Confidential Information to any third party except as permitted by these Terms or with prior written consent
  • Protect Confidential Information with at least the same degree of care used to protect its own confidential information, and no less than reasonable care

10.3 Exclusions

Confidential Information does not include information that:

  • Is or becomes publicly available through no fault of the receiving party
  • Was lawfully known to the receiving party before disclosure
  • Is independently developed by the receiving party without use of the disclosing party's information
  • Is lawfully received from a third party without confidentiality obligations

10.4 Compelled Disclosure

A party may disclose Confidential Information to the extent required by law or court order, provided it gives prompt notice (where legally permitted) and cooperates reasonably in any effort to limit or challenge the disclosure.

11. Term and Termination

11.1 Term

These Terms remain in effect while you use the Service or have an active subscription or access arrangement.

11.2 Renewal and Cancellation

Access to the Service typically continues on a recurring basis until canceled in accordance with the applicable ordering process or agreement. You may cancel your access by following the instructions provided in the Service or by contacting us. Cancellation will be effective at the end of the current billing or access period, unless otherwise agreed.

11.3 Termination by Complezy

We may terminate or suspend your access immediately if:

  • You materially breach these Terms and do not cure the breach within a reasonable time after notice (if curable)
  • Your use of the Service creates risk or potential liability for us
  • We discontinue the Service

11.4 Effect of Termination

Upon termination or expiration:

  • Your right to access and use the Service will cease
  • We may deactivate or delete your account and Customer Data after a reasonable period, unless we are required to retain it by law or you have agreed otherwise in writing
  • Any fees owed before termination remain payable
  • You are responsible for exporting any Customer Data you wish to keep before your access ends, where such functionality is available

12. Disclaimers

12.1 Service "As Is"

To the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory, or otherwise.

Complezy specifically disclaims all implied warranties, including:

  • Merchantability
  • Fitness for a particular purpose
  • Non-infringement
  • Accuracy or reliability of results
  • Availability or error-free operation

12.2 No Guarantee of Outcomes

Complezy does not warrant that:

  • The Service will meet your specific requirements or objectives
  • The Service will be uninterrupted, secure, or error-free
  • Any defects or issues will be corrected within a particular timeframe
  • Use of the Service will produce any particular business, financial, or compliance outcome

You acknowledge that you use the Service at your own risk.

13. Limitation of Liability

To the fullest extent permitted by law:

13.1 Exclusion of Certain Damages

Complezy and its affiliates, officers, employees, contractors, and agents will not be liable for any:

  • Indirect, incidental, special, consequential, or punitive damages
  • Loss of profits, revenue, savings, or business opportunities
  • Loss or corruption of data
  • Business interruption

arising out of or relating to these Terms or your use of or inability to use the Service, even if we have been advised of the possibility of such damages.

13.2 Cap on Liability

Complezy's total aggregate liability arising out of or relating to these Terms or the Service, whether in contract, tort, or otherwise, will be limited to the greater of:

  • The total amount you paid to Complezy for access to the Service in the twelve (12) months immediately preceding the event giving rise to the claim; or
  • EUR 100 (one hundred euro).

13.3 Basis of the Bargain

The limitations in this Section 13 are fundamental to the allocation of risk between you and Complezy and apply even if a remedy fails of its essential purpose.

Some jurisdictions do not allow certain limitations of liability, so parts of this section may not apply to you.

14. Indemnification

You agree to defend, indemnify, and hold harmless Complezy and its affiliates, officers, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

  • Your or any Authorized User's use of the Service
  • Customer Data (including any allegation that Customer Data is inaccurate, unlawful, or infringes or misappropriates a third party's rights)
  • Your breach of these Terms
  • Your violation of any applicable law or third-party rights

Complezy may, at its own expense, assume the exclusive defense and control of any matter subject to indemnification. You agree to cooperate with such defense.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of Ireland, without regard to conflict-of-law principles.

15.2 Jurisdiction and Venue

You and Complezy agree that the courts of Ireland will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the Service, subject to any mandatory legal provisions that apply to you.

15.3 Informal Resolution

Before commencing any formal legal action or arbitration, you agree to first contact us at privacy@complezy.com and attempt to resolve the dispute informally. We will attempt to resolve the dispute in good faith within thirty (30) days.

15.4 Arbitration (If Chosen)

If the parties fail to resolve the dispute informally, either party may elect to resolve the dispute through binding arbitration held in Ireland, under rules and procedures agreed by the parties in writing. If the parties do not agree on rules, the dispute will be resolved in the courts of Ireland as set out above.

Nothing in this section prevents either party from seeking injunctive or equitable relief from a court of competent jurisdiction to prevent or stop unauthorized use or misuse of the Service or infringement of intellectual property rights.

16. Changes to These Terms

We may update these Terms from time to time. When we do:

  • We will post the updated Terms on our website with an updated "Last Updated" date; and
  • Where appropriate, we may provide additional notice (for example, by email or in-app notification).

Your continued use of the Service after the revised Terms become effective constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service.

17. General

17.1 Entire Agreement

These Terms, together with any applicable order details and our Privacy Policy, constitute the entire agreement between you and Complezy regarding the Service and supersede all prior or contemporaneous agreements or understandings.

17.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

17.3 No Waiver

A failure or delay by Complezy to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.

17.4 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. Complezy may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

17.5 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

17.6 Notices

Notices to Complezy must be sent to privacy@complezy.com unless we specify another address. We may send notices to you via email, in-app messages, or by posting on our website.

18. Contact

If you have any questions about these Terms or the Service, please contact:

Complezy LLC
Email: privacy@complezy.com