1. Parties and acceptance
1.1 These Terms govern the provision of Passiro by Passiro ApS, registration number 46722248, of Gammel Kongevej 60, 1850 Frederiksberg C, Denmark ("Passiro", "we", "us"), to the business or organisation identified in the account or order ("Customer", "you"). Contact: our contact form.
1.2 These Terms apply across all plans, including Free, Pro, Business and Enterprise, and to agreed add-ons, upgrades and professional services. Plan names do not change the underlying contractual protections. Only provisions expressly limited to a particular plan or paid subscriptions have a narrower scope.
1.3 The Service is offered for business and organisational use. The person accepting these Terms confirms that they have authority to enter into this agreement on the Customer's behalf. The agreement takes effect when the Customer accepts these Terms through our registration process or signs an order referring to them.
1.4 The agreement includes these Terms, the accepted order or plan details, and the Data Processing Agreement ("DPA"), including its completed annexes. The DPA takes priority on personal-data processing matters. An individually negotiated order takes priority on commercial matters where it expressly identifies a different arrangement. The Privacy Policy explains our processing as a controller; accepting this agreement is not consent to optional marketing or tracking.
2. Access and permitted use
2.1 We grant you a non-exclusive right to use the Service during the agreement for websites you own or are authorised to manage, within your selected plan. You may authorise employees and contractors to use your organisation's account and are responsible for managing their access.
2.2 Keep your registration and billing information accurate, protect credentials and notify us promptly of suspected unauthorised access. Agencies may manage client websites where the selected plan permits this and where they have the necessary authority. Reselling a separate Passiro service requires our written agreement.
2.3 You must not use the Service unlawfully, interfere with other customers, evade agreed limits, introduce malicious code or gain unauthorised access. Reverse engineering is prohibited except to the extent that applicable law grants rights that cannot be excluded by contract. Restrictions do not override applicable third-party or open-source licences.
3. The Service and responsibilities
3.1 The Service provides the consent-management and related features described in your selected plan. You authorise us to access your configured websites as necessary to provide the agreed scanning and hosting features.
3.2 We will provide the Service with reasonable care and skill and materially in accordance with the agreed service description. You remain responsible for your website's content, legal notices, purposes and legal bases for processing, cookie categorisation, configuration and implementation. You must review automated results and test your implementation, including after changes to your site or tracking technologies.
3.3 The Service assists with compliance but does not provide legal advice or guarantee that a website complies with every applicable law. Scans may miss content or technologies that depend on authentication, location, timing, user interaction or other conditions. Third-party browsers, platforms and integrations may affect functionality. These limitations do not remove our express contractual obligations or statutory data-protection obligations.
3.4 Information you elect to publish through a hosted declaration will be publicly accessible. You are responsible for checking that information and having authority to publish it.
4. Free plan
4.1 The Free plan is an ongoing, no-charge plan with no scheduled expiry date, subject to our right to withdraw it under section 4.4. It is not a trial. Your account will not automatically convert into a paid subscription. Payment requires your express selection of a paid plan and acceptance of the applicable charges.
4.2 The Free plan includes the features stated for that plan when you register, subject to changes under section 8. The Free plan displays Passiro branding in the consent banner as disclosed in the plan description. You must not remove, hide or alter that branding while using the Free plan. We will not introduce undisclosed usage charges or automatically bill you for exceeding a free allowance.
4.3 Cancelling a paid subscription does not, by itself, close your account. Where you choose to keep the account and the Free plan remains available to you, it continues on the Free plan with the features applicable to that plan. Before a downgrade takes effect, we will identify the paid features that will stop working or change. We may change or remove Free plan features on at least 14 days' notice by email. We may also close a Free account if, for three consecutive months, no domain has been added or configured in the account and no user has logged into the account. We will give at least 30 days' notice by email before closure. If the account becomes active during that notice period, the inactivity-based closure will not take effect. We may also end the Free plan for a particular Customer on at least 60 days' notice by email. Such closure never creates an obligation to purchase a paid plan.
4.4 We may stop offering the Free plan to new customers and may withdraw it for existing Free Customers on at least 60 calendar days' advance notice by email. The notice will state the withdrawal date, explain any available paid plans and their prices, and explain how to export Customer Data and what will happen if you do not select a paid plan. You may continue using the Free plan during the notice period, subject to the other provisions of these Terms. Continuing on a paid plan requires your express selection of that plan and acceptance of its charges and applicable terms. Silence, failure to cancel or continued use of the Free plan does not constitute acceptance of a paid subscription. If you do not select a paid plan, your free access will end on the notified withdrawal date without any obligation to pay. Data export, return and deletion will follow section 9.6 and the DPA. The 60-day notice period in this section applies specifically to withdrawal of the Free plan; the notice period in section 9.4 continues to apply to discontinuation of the Service as a whole.
5. Paid subscriptions and payment
5.1 Before you purchase, we will show the plan, billing currency, billing period, applicable fees and taxes, usage limits, any agreed additional charges and whether the subscription renews automatically. These details form part of your order.
5.2 Unless the order states otherwise, paid subscriptions are billed in advance and renew for successive periods of the same length. You authorise recurring collection of the agreed charges through your selected payment method. Applicable taxes will be added as shown at checkout.
5.3 An upgrade, additional resource or usage charge requires the pricing mechanism to have been clearly disclosed and accepted. We will not charge for an unagreed upgrade. Where no excess-usage pricing has been agreed, we may limit additional use after notifying you and offering an upgrade.
5.4 You may cancel renewal before the renewal date through the self-service cancellation controls in your account. You may also request assistance by contacting us at billing@passiro.com or through our contact form. We will confirm cancellation. Cancellation normally takes effect at the end of the paid period. Fees for that period are not refunded merely because you stop using the Service, except where this agreement or mandatory law provides otherwise.
5.5 If payment is overdue, we may request payment and apply interest permitted by applicable law. Before suspending for an undisputed overdue amount, we will give at least seven days' written notice and an opportunity to resolve the issue. We will consider promptly raised, good-faith billing disputes before suspending the affected Service.
6. Price changes at least 30 days' notice
6.1 We may change the fees for a paid subscription by giving you at least thirty (30) calendar days' advance notice by email to the account's billing contact. The notice will state the new price, the date it will apply and how to cancel renewal.
6.2 The new price will apply only from the first subscription renewal occurring on or after expiry of the notice period. It will not change the price of an already agreed current subscription term, including a prepaid annual term. If the notice period has not expired at the next renewal, the existing price will apply to that renewal.
6.3 You may avoid the new price by cancelling renewal before it takes effect, without an additional cancellation charge. Your existing paid access remains available until the end of the paid term. Individually negotiated fixed-price commitments remain binding for their agreed duration.
6.4 Changes to taxes required by law and charges resulting from an upgrade or usage mechanism already agreed by you are separate from a change to our subscription prices. This section does not authorise conversion of the Free plan into a paid plan.
7. Data, confidentiality and intellectual property
7.1 You retain your rights in your content, configurations and data. You grant us the limited rights needed to host, process and transmit them to provide the Service. Personal data processed on your behalf is governed by the DPA, including on the Free plan. We may also collect and use technical, non-personal information observed through the Service, such as cookie and storage names, domains, scripts, vendors and their classifications, together with aggregated usage statistics, to operate, secure and improve the Service and to maintain our classification database, including after the agreement ends. We will not publicly identify you as the source of such information. Any personal data involved is processed under the DPA until it has been removed or irreversibly anonymised.
7.2 We retain our rights in the platform, documentation and branding. You may use and export reports and declarations for your authorised websites. Neither party may use the other's name or logo as a customer endorsement without permission.
7.3 Customer references. You grant Passiro permission to use the Customer's name and logo to identify the Customer as a customer of Passiro on Passiro's website and in its marketing materials, without separate prior approval, unless you opt out by contacting Passiro. You may opt out at any time. Upon receiving your opt-out request, Passiro will stop new uses of the Customer's name and logo for these purposes and will remove them from website and marketing placements under Passiro's control within a reasonable period. This permission is limited to customer identification and does not authorise Passiro to imply any endorsement beyond the customer relationship.
7.4 Each party will protect non-public confidential information received from the other, use it only to perform this agreement and disclose it only to people who need it and are bound by confidentiality. This does not cover information independently developed, lawfully received without restrictions or publicly available without breach. Legally compelled disclosures are permitted; prior notice will be given where legally permitted.
8. Changes to the Service and Terms
8.1 We may maintain, improve and update the Service. We will give at least 30 days' direct notice of material adverse changes to these Terms or to the features of your paid plan (Free plan feature changes follow section 4), explaining their effect and effective date. Price changes follow section 6.
8.2 If a material adverse change takes effect during a paid term, you may terminate the affected Service before that date and receive a proportionate refund of prepaid fees for the unused period after termination. We will not materially reduce the protection of personal data through a unilateral amendment to the DPA.
8.3 We may implement urgent changes sooner where reasonably necessary to address security threats or comply with law, and will explain them as soon as reasonably possible. Such changes will be limited to what is necessary. Where a change requires express agreement under applicable law, we will obtain it. A Privacy Policy update is not a request for blanket consent to new processing.
9. Availability, suspension and ending the agreement
9.1 We aim to keep the Service available but do not promise uninterrupted or error-free operation. A specific service-level commitment applies only if expressly agreed. We will use reasonable efforts to communicate planned material interruptions.
9.2 Unless a separate Enterprise SLA or order states otherwise, the Service has a target monthly uptime of 99%, measured across the production Service as a whole. Uptime is measured over each calendar month by Passiro's automated checks of banner delivery and the dashboard, run at least every five minutes and published on the System Status page. Scheduled maintenance announced at least 48 hours in advance, emergency maintenance needed to address a security threat, and unavailability caused by the Customer or its website or systems, by third-party services outside Passiro's reasonable control or by force majeure are excluded. Failure to meet the 99% uptime target does not by itself entitle the Customer to service credits, refunds or other monetary compensation solely because of the downtime. This does not limit any termination, refund or other right expressly provided elsewhere in this agreement or any right that cannot lawfully be excluded.
9.3 We may suspend affected access where reasonably necessary to address a material breach, unlawful use or a serious security risk. Except where immediate action is necessary, we will explain the issue and allow a reasonable opportunity to remedy it. Suspension will be proportionate and lifted when the cause is resolved.
9.4 Either party may terminate for a material breach not remedied within 14 days of written notice, or immediately if it cannot be remedied. We may discontinue the Service on at least 90 days' notice, with a proportionate refund of unused prepaid fees. Discontinuation will never create an obligation to purchase a paid plan.
9.5 You may close your account by contacting us through our contact form or using the self-service account controls. Unless a refund right applies, closure during a paid term does not cancel charges already due for that term.
9.6 Before ordinary termination or closure, you should export the records you need and arrange any replacement consent solution. We will provide a reasonable opportunity to export Customer Data, normally for 30 days after termination, through the account or a secure request process. Immediate deletion on your instruction remains available subject to the DPA. Production processing and banner delivery may cease on termination; export availability does not extend the subscription. Return and deletion of personal data follow the DPA.
10. Liability and third-party claims
10.1 Neither party is liable to the other for indirect or consequential losses, including loss of profit or business opportunity, to the extent permitted by law.
10.2 Each party's aggregate liability arising from this agreement in any twelve-month period is limited to the greater of EUR 100 and the fees paid or payable for the Service during the twelve months preceding the event giving rise to liability. Related events are treated as one event. An expressly agreed Enterprise order may specify a different liability cap.
10.3 These exclusions and limits do not apply to fraud, wilful misconduct, gross negligence, liabilities that cannot lawfully be limited, or your obligation to pay agreed fees. They do not restrict data subjects' rights under GDPR Article 82 or any liability between the parties that cannot lawfully be limited. Claims between the parties, including recourse claims under GDPR Article 82(5), are otherwise subject to the limits above. They do not bind regulators or exclude fines imposed on a party by law.
10.4 If a third party makes a claim because of your unlawful content, lack of rights in a website you instructed us to scan, or unlawful instructions, you will reimburse reasonable losses and defence costs to the extent caused by that breach. This does not cover losses caused by our own breach or negligence. We must notify you promptly, cooperate reasonably and give you reasonable control over the defence. No settlement may impose an admission or non-monetary obligation on the other party without its consent. This obligation is subject to the liability limits above.
11. General
11.1 Notices will be sent to the relevant account contact or the contact address in these Terms. Keep those details up to date. An assignment by us must not reduce your contractual protection; we will notify you if the provider changes. You may not transfer the agreement without our consent, which will not be unreasonably withheld for a genuine business reorganisation.
11.2 Neither party is responsible for delay caused by events outside its reasonable control, provided it takes reasonable mitigating steps. This does not excuse accrued payment obligations or remove mandatory data-protection duties. If a material interruption continues for more than 30 days, either party may terminate the affected Service; unused prepaid fees will be refunded.
11.3 If a provision is invalid, the remaining provisions continue to apply. Provisions concerning accrued payment, confidentiality, ownership, liability and dispute resolution survive as necessary. The DPA continues for as long as we retain personal data on your behalf.
11.4 Danish law governs the agreement, excluding conflict-of-law rules. Disputes are subject to the competent courts of Denmark, without limiting mandatory jurisdiction rules. The English version controls where translations differ, subject to applicable law.