Terms & Conditions

Allyy – Terms & Conditions (Supplement to Commercial Agreement)

1. Definitions
  •   Client: Receiving organization of the Commercial Agreement.
  •   Company: Sender of the Commercial Agreement.
  •   Party/Parties: The Client and the Company are each referred to as a “Party” and jointly the “Parties”.
  •   Commercial Agreement: The subscription agreement, including its appendices.
  •   License Period: The subscription period which is subject to Subscription Fee, as set out in paragraph 5.
  •   Allyy: SaaS Predictive AI tool for Nonprofits (https://allyy.io) provided by the Company.
  •   Predictive AI: A technology that uses historical and behavioral data to generate probability-based predictions or recommendations, such as scoring donors for fundraising purposes.
  •   Permitted Purpose: Use of predictive AI scores for targeting and content recommendations in the Client’s fundraising activities.
  •   Services: Deliveries from Allyy including predictive AI scores, updates, dashboards, and advisory services.

. Use cases: Types of Fundraising which are optimized by Predictive AI, such as but not only upgrades, legacy, conversion to Middle donor, ask amount.
A specific application of predictive AI tailored to a defined fundraising objective, such as but not only upgrades, legacy, conversion to Middle donor, ask amount.

. Channel: A communication or fundraising medium through which a selected Use Case is executed, such as email, telemarketing, direct mail, SMS, or website landing pages.

. Fundraising activity: The execution of a specific Use Case within a designated Channel, such as applying a predictive churn model via email or performing ask optimization through telemarketing. Each Fundraising Activity combines a defined business objective with a chosen communication medium.

  •   Content Item: A single piece of content that is uploaded to Allyy by the Client (event, article, picture, etc.).
  •   Subscription Fee: The fee payable by the Client for the Company’s services specified in the Commercial Agreement.
  •   Standard Connector: Code developed and maintained by the Company to facilitate the exchange of data between the Client’s systems and Allyy.
  •   Overage: Usage above the committed subscription level per Commercial Agreement, measured based on average usage during the last subscription period.
2. License Grant

2.1 Subject to the terms of this Agreement, the Company grants to the Client a non-transferable and non-exclusive right to use Allyy for the Permitted Purpose.

2.2 The Client undertakes to:

  1. 1. Use Allyy in accordance with the Documentation, best practices, and generally accepted code of conduct for SaaS platforms.
  2. 2. Not sublicense, resell, distribute, share or commercially exploit Allyy or make it available to any third party, except as expressly permitted by this Agreement.
  3. 3. Not store any sensitive or non-pseudonymized personal data in Allyy or use Allyy in violation of privacy laws or for unlawful purposes.
  4. 4. Ensure that employees or pre-approved subcontractors using Allyy are adequately trained as prescribed by the Company.
  5. 5. Not use Allyy beyond the Permitted Purpose or in any context requiring special certifications or licenses not provided by the Company.
  6. 6. Not disassemble, reverse-engineer, modify, monitor, copy, or create derivative works of Allyy, nor be involved in creating a competing service with similar features or graphics.

2.3 Use of Allyy by subcontractors is subject to prior written approval by the Company, which shall not be unreasonably withheld or delayed.

2.4 The Client has no rights to Allyy other than those expressly granted under this Agreement.

2.5 In case of any breach by the Client, including breaches of this section, the Company may suspend the Client’s access to Allyy immediately.

3. Company Obligations

3.1 The Company shall make Allyy available to the Client in accordance with this Agreement and the applicable Service Level Agreement (SLA).

3.2 The Company may engage subcontractors with appropriate qualifications and is responsible for their performance as if performed by the Company itself.

4. Service Catalogue

The Service Catalogue includes:

  •   Deliveries from Allyy such as predictive scores and dashboards
  •   Advisory services provided by the Company’s personnel

See Appendix 2 for full details.

5. Service Level Agreement (SLA)

The SLA is defined in Appendix 3.

6. Term and Termination

6.1 This Agreement takes effect on the signing date and continues until terminated under this clause.

6.2 The initial License Period is six (6) months.

6.3 The License Period renews automatically every three (3) months thereafter unless terminated.

6.4 Either Party may terminate this Agreement without cause by giving at least 30 days’ notice before the end of the current License Period.

6.5 This Agreement may be terminated with immediate effect if a Party: (i) becomes insolvent, enters receivership or liquidation; or (ii) breaches this Agreement and fails to cure within 30 days of written notice. In case of non-payment by the Client, the Company may suspend access after the cure period.

6.6 If the Agreement is terminated due to a breach by the Company, the Company shall refund the Client a pro-rated amount of any prepaid Subscription Fee.

6.7 If the Agreement is terminated due to a breach by the Client, the Client must pay all Subscription Fees up to the effective termination date.

6.8 The Client may retrieve its programs from Allyy anytime during the term, provided that a written request is made at least 15 business days prior to termination. After termination, the Company has no obligation to retain Client data and will delete it within 30 business days.

6.9 Upon termination, all rights to use Allyy shall cease.

7. Subscription Fee & Payment Terms

7.1 The Client shall pay the Subscription Fee as specified in the Commercial Agreement. Fees are non-refundable unless otherwise agreed in writing. The subscription fee is invoiced in advance for each License Period.

7.2 Invoices are payable within ten (10) calendar days from the date of issue.

7.3 A yearly price adjustment of 4% applies, starting 12 months after the start date.

7.4 The onboarding and automation fee is invoiced 50% upon signing the contract, and 50% after the presentation of the model results on the historical data.

7.5 In case of overage, the Client will automatically be upgraded to the next higher rate for the following billing period. The upgrade will be reflected in the relevant product(s) per the pricing scheme in the Commercial Agreement. If usage drops, the subscription will revert to the original committed level. The Client will be informed in writing before the upgrade applies.

7.6 No refunds are due for temporary unavailability of Allyy due to reasons beyond the Company’s control, as outlined in the SLA.

7.7 All prices are exclusive of VAT.

8. Data & Intellectual Property

8.1 The Client retains ownership of all data uploaded into Allyy by the Client or approved subcontractors.

8.2 The Company may use metadata and aggregated statistics related to Allyy’s usage for service improvements but will not access identifiable Client data.

8.3 The Client is solely responsible for any data exchange with third-party providers initiated by the Client.

8.4 All intellectual property rights in Allyy, its documentation, and any extensions or derivatives thereof remain exclusively with the Company and its licensors.

8.5 The Client shall not assert any ownership rights over Allyy or associated materials. Improvements or new features developed by the Company, even if suggested by the Client, shall be the sole property of the Company.

9. Liability & Confidentiality

9.1 Each Party’s total liability under this Agreement is limited to the value of the annual Subscription Fee.

9.2 Neither Party shall be liable for indirect or consequential damages, including loss of profits, data corruption, reputational damage, or missed opportunities.

9.3 Both Parties shall maintain strict confidentiality of all exchanged information, including commercial, technical, and pricing information. Confidential obligations survive termination.

9.4 The Company shall ensure its employees and subcontractors maintain equivalent confidentiality obligations.

9.5 Either Party may disclose confidential information if legally required, after promptly informing the other Party where legally permitted.

9.6 Public use of the Client’s name or logo requires prior written approval, except for listing the Client as a customer.

9.7 Any notice under this Agreement must be in writing and delivered by email. The sending Party must ensure receipt is confirmed by the receiving Party, either by acknowledgment email or written confirmation. Without such confirmation, the notice shall not be deemed validly delivered.

10. Miscellaneous

10.1 This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements or representations.

10.2 If a supplier to the Company increases costs that affect Allyy, the Company may adjust Subscription Fees with three (3) months’ prior notice.

10.3 Neither Party is liable for failures caused by force majeure, including natural disasters, acts of war, cyberattacks, or government restrictions.

10.4 The Client may not assign this Agreement without written consent from the Company, except to affiliates with over 50% ownership.

10.5 In the event of a Company change of control, the Agreement may be transferred without the Client’s prior consent.

10.6 This Agreement is governed by Danish law. Any disputes shall be resolved by the courts of Copenhagen.

 
Appendix 1: General Terms and Conditions
1. Service Uptime

The Company shall use commercially reasonable efforts to maintain Allyy’s availability 24 hours a day, 7 days a week, 365 days per year, except during scheduled maintenance, emergencies, or force majeure events.

The Company aims to provide 99.50% uptime, excluding planned outages. Maintenance will be performed outside peak usage hours where feasible. The Client acknowledges potential limitations due to network issues, hardware failures, or third-party software incompatibility.

The Company disclaims liability for service interruptions due to such external factors or Client-side issues, including force majeure or denial-of-service attacks. The Client is responsible for its own connectivity and access setup.

All uptime-related claims must be submitted to the Company’s support email. All correspondence will be tracked under a single reference thread.

2. Modifications

The Company may modify Allyy’s features, interface, tools, documentation, or access protocols. If such changes materially and adversely affect the Client’s use of Allyy, the Client may terminate the Agreement with 30 days’ written notice. The Company will refund the unused portion of prepaid fees after such termination.

 
Appendix 2: Service Catalogue

This appendix outlines the predictive AI services and advisory offerings provided by the Company under the Allyy platform.

Predictive AI Services include scoring and recommendation functionalities tailored for nonprofit fundraising use cases such as:

  •   Lead Prioritization
  •   Appeal Optimization
  •   Lottery Optimization
  •   Conversion to Regular Donor
  •   Donation Upgrade
  •   Ask Optimization (Campaigns & Payment Forms)
  •   Churn Prevention
  •   Retention Recommendation
  •   Re-activation
  •   Donation Frequency & Timing
  •   Middle Donor Conversion
  •   Legacy Prediction
  •   Content Personalization
Predictive AI Services include also dashboards to visualize scoring, recommendation and the
effect of using predictive AI with Allyy.

Advisory Services provided by the Company may include:

  •   Periodic performance review and results discussion (3x/year)
  •   Use case definition and setup (using Allyy templates)
  •   Support in interpreting predictions and applying results in fundraising strategy
  •   Ad hoc consulting (not included in standard subscription)

Services explicitly marked in this catalogue and the Commercial Agreement as ‘included’ are part of the Subscription Fee. All other services are optional and subject to additional fees unless agreed otherwise.

 

Appendix 3: Service Level Agreement (SLA)

This SLA defines delivery timelines and expectations for each predictive score and recommendation output.

For each use case:

  •   Scores are generated automatically following data uploads by the Client.
  •   Delivery frequency is monthly (or more often if data is updated).
  •   Scores are delivered within one (1) business day after the data update.
  •   Dashboards are updated within (1) business day after the data update.
  •   Content recommendations are refreshed daily, where applicable.
  •   API recommendations are provided in real time, with a maximum response time of 300 milliseconds.

If any delivery failure occurs outside of these parameters due to the Company, the Client may raise a support ticket. SLA credits or remedies are governed by the main Agreement.