Services Agreement

This Services Agreement (the “Agreement”) is entered into between Torii ApS, business registration no. (CVR) 46310020, Sukkervænget 53, 5000 Odense C, Denmark (“Torii”, “we”, “us”), and the organisation that accepts it (the “Customer”, “you”). You accept this Agreement when you register a company in the Torii Dashboard and confirm that you agree to the Torii services and sub-processors agreement. By accepting, you confirm that you are authorised to enter into this Agreement on behalf of the Customer.

This Agreement, together with the documents it incorporates, is the complete commercial and data-processing contract for your use of the Service. The lighter Dashboard Terms of Use and Dashboard Privacy Policy describe day-to-day Dashboard use and how we handle the personal data of Dashboard users; where they conflict with this Agreement on commercial or data-processing matters, this Agreement prevails.

1. Definitions

• Service: Torii’s developer-authentication platform: the Dashboard, the API, and the SDK, used to add sign-up, sign-in, and user management to the Customer’s own applications, including configuring social logins, reviewing audit logs, and managing end users across sandbox and production environments.
• End User: a natural person who authenticates through, or whose personal data is processed by, the Customer’s application using the Service.
• Subscription: the Customer’s right to use the Service at the plan, limits, and add-ons it has selected.
• Environment: a sandbox or production instance of the Service within the Customer’s organisation.
• DPA: the Data Processing Agreement.
• Sub-processors: the list of sub-processors Torii engages to process End User personal data.

2. Structure and order of precedence

This Agreement consists of these terms and the following documents, which are incorporated into it by reference: the DPA and the Sub-processors list. If there is a conflict, the order of precedence is: (1) these terms, then (2) the DPA, then (3) the Sub-processors list, except that the DPA prevails on any question of how End User personal data is processed.

3. The Service

Torii makes the Service available to the Customer as a hosted service on a non-exclusive, non-transferable basis. Nothing in this Agreement prevents Torii from providing the Service to others. This is a service agreement; no copy of the software is delivered to the Customer, and Torii does not offer consultancy or professional services under this Agreement.

4. Licence and acceptable use

4.1 Grant. Torii grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term, solely for the Customer’s own business and its own End Users.

4.2 Restrictions. The Customer shall not: (a) rent, resell, sublicense, or make the Service available to any third party except its own End Users; (b) copy, decompile, reverse-engineer, or create derivative works from the Service; (c) use the Service for any unlawful, infringing, or harmful purpose, or to compromise the security or availability of any system; or (d) exceed the limits of its Subscription.

4.3 Account security. The Customer is responsible for keeping its credentials, API keys, and signing keys confidential, for all activity under its account, and for notifying Torii without undue delay if it suspects they have been compromised.

4.4 Technical requirement. Access to the Service requires a current, security-patched web browser.

5. Subscription and term

5.1 Term and renewal. When subscribing, the Customer selects a billing period of one month or one year. The Subscription runs for the selected period and renews automatically for successive periods of the same length, unless either party gives written notice of non-renewal (by email or post) before the end of the current period.

5.2 Early termination. If the Customer terminates for convenience before the end of the current billing period, the fees for the remainder of that period remain payable; there is no separate cancellation fee.

5.3 Termination for breach and suspension. Either party may terminate for the other’s material breach that remains uncured 30 days after written notice. Torii may suspend or terminate the Service for non-payment, use beyond the agreed scope, or other material breach; on termination for the Customer’s breach, all outstanding amounts plus the fees for the remainder of the current billing period fall due.

6. Fees and payment

6.1 Fees and invoicing. Fees are charged per organisation in Danish kroner (DKK) and are exclusive of VAT and other taxes. Billing is by invoice only, through our billing provider Fenerum (we do not accept card payments). Invoices are payable within 14 days of the invoice date, and any objection to an invoice must be raised within 14 days, after which it is treated as accepted.

6.2 Late payment. Late payment accrues statutory interest and reminder fees, and may lead to suspension of the Service until paid.

6.3 Indexation and capacity. Fees are adjusted once per year in line with the Danish net price index (Nettoprisindeks). If the Customer’s usage requires capacity beyond its plan, the Subscription upgrades automatically and the fee adjusts accordingly.

7. Availability

Torii strives to keep the production Service available and to minimise downtime, but does not guarantee any specific level of availability. Scheduled maintenance (for which we give reasonable notice), the sandbox environment, pre-release features, and any unavailability caused by the Customer or by factors outside Torii’s reasonable control are excluded. Unless separately agreed in writing, this Agreement provides no service credits, refunds, or other downtime remedy.

8. Data protection

The Service processes the personal data of End Users on the Customer’s behalf. In that processing the Customer is the controller and Torii is the processor; the DPA governs that relationship and sets out Torii’s Article 28 obligations, the security measures, the use of sub-processors, and the deletion of data on termination. Torii hosts and processes End User personal data within the EU (see the DPA and the Sub-processors list).

9. Warranties

9.1 Scope. The Service will perform substantially as described, but is not warranted to be error-free or to meet every requirement. Torii does not provide legal advice and does not warrant that the Customer’s use of the Service will satisfy the Customer’s own legal obligations. Except as expressly stated, the Service is provided “as is” and Torii disclaims all other warranties, including fitness for a particular purpose.

9.2 Complaints and remedy. The Customer must report any defect in writing within 14 days of becoming aware of it; Torii’s sole obligation is to use reasonable efforts to correct defects, at its option through new versions of the Service.

10. Customer obligations

The Customer shall: (a) use the Service in compliance with all applicable laws and regulations; (b) maintain its own hardware, internet access, operating systems, and software; (c) be solely responsible for all data and content it processes through the Service, including that it has the right to process it and that it does not infringe any third party’s rights or contain anything unlawful, offensive, or malicious; and (d) not resell or exploit the Service without Torii’s written permission.

11. Intellectual property and confidentiality

11.1 Ownership. Torii owns all intellectual property rights in the Service and in everything it develops. The Customer retains all rights in its own data and content, and Torii claims no ownership of it.

11.2 Confidentiality. Each party will keep the other’s confidential information, including the Customer’s data, confidential, and this obligation survives termination.

12. Third-party intellectual-property claims

12.1 Notice and conduct. Torii represents that it owns, or is entitled to use, the intellectual property in the Service. If a third party claims that the Service infringes its rights, the Customer must notify Torii in writing without undue delay and hand over conduct of the claim, giving Torii full control and cooperation.

12.2 Torii’s options. Torii may, at its option: (a) procure the right to continue using the affected part; (b) modify the affected part so it is no longer infringing; (c) replace it with a non-infringing equivalent; or (d) if none of these is reasonably available, terminate the affected part and refund the fees paid for it.

12.3 Sole remedy. The Customer’s only remedy is the reasonable legal costs necessarily incurred, and no further compensation is due.

13. Limitation of liability

13.1 Excluded loss. Neither party is liable for indirect or consequential loss, including loss of profit, revenue, business, operating losses, loss of data, or loss of time.

13.2 Cap. Torii’s total aggregate liability under this Agreement is limited to the lower of (i) the fees paid by the Customer for the Service in the 12 months before the event giving rise to the claim, and (ii) DKK 50,000.

14. Future functionality

New features, integrations, or products may be offered under separate terms or for additional fees. Their use is optional and, where separate terms apply, they govern that functionality.

15. Force majeure

Neither party is liable for any failure or delay in performance that (a) cannot reasonably be attributed to it, (b) materially affects its ability to perform, and (c) could not reasonably have been foreseen or prevented. This does not cover general economic or market conditions.

16. Changes to this Agreement

16.1 Changes to terms. Torii may update this Agreement from time to time. We will give reasonable notice of any material or legally required change; the Customer may object within 14 days, failing which the latest version applies.

16.2 Changes to price or delivery. Changes to price or delivery are notified at least 30 days in advance, and the Customer may object within 30 days.

16.3 Notices. Notices to the Customer are sent to the email address on its account. The current version of this Agreement is the version published on this page.

17. Governing law and venue

17.1 Governing law. This Agreement is governed by Danish law, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

17.2 Negotiation and venue. The parties will first try in good faith to resolve any dispute through negotiation. Any dispute that cannot be resolved is subject to the exclusive jurisdiction of the ordinary Danish courts, with the court of Torii’s registered seat as the venue of first instance.

For questions about this Agreement, contact legal@torii.so.