Terms of Service

1. Service Overview

chAIr (the "Service") is a corporate governance automation platform provided by Scaling Legal ehf., an Icelandic company ("we," "us," "our," or "Company"). The Service helps companies keep a corporate calendar, manage board and shareholder meetings and minutes, prepare for meetings, keep cap tables, track contracts and their deadlines, track deadlines, delegations and decisions, check governance health, and communicate with shareholders, with AI-assisted drafting.

By accessing and using chAIr, you agree to be bound by these Terms of Service ("Terms"). If you do not agree with any part of these Terms, you may not use the Service.

2. Eligibility & Account Responsibility

You must be at least 18 years old to use chAIr. By using the Service, you represent and warrant that you are of legal age and have the authority to bind your organization to these Terms.

Company Workspaces and Verification

When you create a workspace for a company you confirm that you are a board member, managing director, signatory or otherwise authorised by that company to do so. Each company (identified by its kennitala) can have one workspace.

• We may check new workspaces against the public company register (Fyrirtækjaskrá) and ask for further confirmation of your connection to the company.
• Until we have verified a company, some features are switched off, including emails to shareholders and invitations to other users.
• We may refuse, suspend or close a workspace if we cannot confirm that it was set up with the company's authority, or if the company asks us to. If a workspace is closed for that reason before verification, we refund any subscription fees paid for it.

Account Security

You are responsible for maintaining the confidentiality of your login credentials and account information. You agree to:

• Keep your password secure and never share it with others
• Immediately notify us if you suspect unauthorized access to your account
• Accept full responsibility for all activity that occurs under your account

3. Acceptable Use

You agree not to use chAIr for any unlawful purpose or in any way that could damage, disable, overburden, or impair the Service. Prohibited conduct includes:

• Accessing the Service without authorization or attempting to bypass security measures
• Uploading malware, viruses, or malicious code
• Harassing, threatening, or defaming others
• Violating any applicable laws, regulations, or third-party rights
• Reverse-engineering or attempting to extract proprietary information
• Using automated systems (bots, scrapers) without permission
• Attempting to gain unauthorized access to other users' data or accounts
• Using the Service to provide services to competitors without permission

We reserve the right to investigate and take action against any account that violates these terms, including suspension or termination; refunds in that case are limited to what our Refund Policy and applicable law require.

4. Pricing & Billing

chAIr is offered under the following plans. Prices are in euros (EUR) and exclude VAT, which Paddle adds at checkout where applicable.

• Starter: EUR 35 per month.
• chAIr + Legal Counsel: EUR 215 per month, including the Service and 1 hour of legal counsel per month (see below). This plan is offered in limited numbers; we may stop offering it to new customers at any time. Existing subscribers keep it for as long as their subscription continues.
• Other arrangements: available on request at hello@chair.is.

Users and Seats

• Each plan includes 3 admin seats per company. An admin can edit company data, invite users and use the AI features.
• Extra admin seats cost EUR 9 per seat per month (excluding VAT). You can add or remove them under Billing. Paddle charges or credits the difference for the rest of the billing period; during the free trial nothing is charged until the trial ends.
• Each company can have up to 25 read-only users at no charge. Read-only users can view the company's data but cannot change it or use the AI features.
• A pending invitation holds a seat until it is accepted, cancelled or expires. If no admin seat is free when an admin invitation is accepted, the person joins as a read-only user.

Legal Counsel

• The legal counsel included in the chAIr + Legal Counsel plan is provided by Scaling Legal ehf. and is subject to the rules that apply to lawyers in Iceland, including confidentiality and conflict-of-interest checks.
• One hour is included per calendar month of the subscription. Unused time does not carry over to later months and is not refunded.
• Work beyond the included hour is only carried out by separate agreement and is invoiced separately at Scaling Legal ehf.'s rates at the time.
• Legal counsel is not included during the free trial.
• AI-generated content in the Service is not legal advice (section 6); only advice given by a lawyer of Scaling Legal ehf. under this plan is.

Billing Terms

• Subscriptions are sold through Paddle, which acts as our reseller (Merchant of Record). Paddle processes payments, issues invoices and handles sales taxes, and its buyer terms apply to the purchase.
• Billing occurs monthly in EUR. New subscriptions start with a 5-day free trial; you will not be charged until the trial ends, and you can cancel before then.
• You authorize Paddle to charge your payment method for the subscription fees under your account
• Billing begins when your trial ends, or on the date your subscription starts if there is no trial
• We will notify you before charging for any plan changes
• You can withdraw from your subscription within 14 days of starting it, and ask for a full refund of any subscription payment within 14 days of that payment, without giving a reason, as set out in our Refund and Withdrawal Policy. Refunds are made within 14 days of your request to the payment method you used. Outside those periods, and except as stated in sections 2 and 11, fees are not refunded for partial months. If you are a consumer, your rights under the Icelandic Consumer Contracts Act (No. 16/2016) apply in full.

Payment Disputes

If you believe you have been charged in error, contact us at hello@chair.is as soon as possible, preferably within 30 days of the charge, and we will look into it.

5. Data Ownership & Processing

Your Data Rights

You retain all ownership rights to the data you upload to chAIr, including board meeting information, cap table records, contracts, and company details ("Your Data"). We do not claim ownership of Your Data.

Our License to Your Data

By using the Service, you grant us a limited, non-exclusive, worldwide license to process, store, and display Your Data solely to provide and improve the Service. We may not use Your Data for marketing or any purpose beyond delivering the Service to you.

Personal Data in Your Records

For personal data in your company's records (for example board members', attendees' and shareholders' names and contact details), your company is the controller and we act as its processor. Our processing of that data is governed by our Data Processing Terms, which form part of these Terms, and by our Privacy Policy.

Your Responsibilities

You are responsible for:

• Providing accurate, complete company information
• Ensuring you have the right to share all data uploaded to the Service
• Complying with all applicable laws regarding your data (GDPR, local privacy laws, etc.)
• Obtaining consent from any individuals whose personal data is processed through the Service

Data Security

We implement reasonable security measures to protect Your Data, including encryption in transit and at rest. However, no system is 100% secure. We encourage you to review our Privacy Policy for detailed information about data handling and security.

6. AI-Generated Content

chAIr includes AI features (Anthropic's Claude model, run through Amazon Bedrock in the European Union) that draft content such as:

• Meeting minutes drafts
• Meeting preparation briefings
• Governance improvement guidance and contract reviews
• Shareholder communication drafts

Important Disclaimers

• AI models may make mistakes or produce unexpected results
• You are entirely responsible for the accuracy and appropriateness of any AI-generated content you publish or distribute
• Do not rely solely on AI output for critical governance decisions or legal matters

AI Allowance and Fair Use

• The AI features are available to a company's admins. They only carry out chAIr's own tasks (the uses listed above); they are not a general-purpose AI assistant.
• Each subscription includes a monthly AI allowance, measured as the cost of the AI processing we pay for: EUR 5 per month on Starter (also during the free trial and beta access) and EUR 15 per month on chAIr + Legal Counsel. Billing shows how much has been used. We expect this to cover normal use of the Service by one company.
• When the allowance for a calendar month is used up, the AI features pause until the first day of the next month. The rest of the Service keeps working. You can ask for more at hello@chair.is.
• To protect the Service, each user can make up to 60 AI requests per day and 10 per minute.
• We may change the allowance or these limits. We will give 30 days' notice of a reduction, as for other changes to these Terms.

7. Service Availability

We provide the Service on a best-effort basis. At this stage, we do not guarantee a specific uptime percentage or Service Level Agreement (SLA). Occasional maintenance, updates, and interruptions may occur without notice.

We will make reasonable efforts to minimize downtime and provide advance notice of scheduled maintenance where practicable.

8. Intellectual Property

Our IP

All intellectual property rights in chAIr (including software, design, trademarks, documentation, and content) are owned by Scaling Legal ehf. or our licensors. Your use of the Service does not grant you ownership or rights to any of our intellectual property.

Your Content

You retain all intellectual property rights in the content you create within chAIr. However, you grant us the right to use your content as necessary to provide and improve the Service.

Feedback

If you provide us with suggestions, feedback, or ideas about chAIr, we may use them without restriction or compensation.

9. Limitation of Liability

Limitations

To the maximum extent permitted by law, we are not liable for:

• Indirect, incidental, consequential, special, or punitive damages
• Loss of profits, revenue, data, or business opportunity
• Interruption of service or loss of functionality
• Third-party claims or actions arising from your use of the Service

Liability Cap

Our total aggregate liability to you for any claim arising from these Terms or the Service is limited to the total fees you paid to us in the 12 months preceding the claim. Some jurisdictions do not allow liability limitations, so this cap may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless Scaling Legal ehf., its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• Your violation of these Terms
• Your use of the Service in violation of law
• Your content or data uploaded to the Service
• Any action or inaction based on AI-generated content you did not verify
• Your infringement of third-party rights

11. Termination

Termination by You

You may cancel your subscription at any time through Manage Billing in chAIr or by contacting us at hello@chair.is. A cancellation takes effect at the end of the billing period you have already paid for (or at the end of your free trial). Until then you keep full access to the Service.

During that period we remind your company's admins, by email and in chAIr, to export your records: when the cancellation is made, 7 days before it takes effect and 1 day before. Fees already paid for the current billing period are not refunded, except under our Refund Policy.

Termination by Us

We may end your subscription for any reason with 30 days' written notice. In that case we refund any fees you have paid for the period after the termination takes effect.

We may suspend or terminate your account with immediate effect if you:

• Materially breach these Terms
• Engage in unlawful activity or harm the Service or other users
• Fail to pay required fees within 14 days of a payment reminder

Effect of Termination

• When the termination takes effect, your access to the Service ends and all rights and licences granted to you under these Terms cease
• You are responsible for exporting Your Data before the termination takes effect. chAIr lets you export all your company's records at any time (Profile & Settings → Data & Account → Export Data)
• We delete Your Data within 30 days after the termination takes effect. Until it is deleted, we will provide an export on request
• Copies in backups are deleted as the backups expire, within a further 30 days
• We may keep information we are required to keep by law, such as accounting records

12. Modifications to Terms

We may update these Terms at any time. Material changes will be communicated to you via email at least 30 days before they take effect. Your continued use of the Service after changes become effective constitutes your acceptance of the updated Terms.

If you do not agree to any modifications, you may terminate your subscription before the new terms take effect.

13. Dispute Resolution & Governing Law

Governing Law

These Terms are governed by and construed in accordance with the laws of Iceland, without regard to its conflict of law principles.

Jurisdiction & Venue

You agree that all disputes arising from or relating to these Terms or the Service shall be resolved exclusively in the Reykjavik District Court (Héraðsdómur Reykjavíkur) in Iceland. Both parties consent to the exclusive jurisdiction of these courts.

Dispute Resolution Process

Before initiating legal proceedings, we encourage you to contact us at hello@chair.is to attempt informal resolution. If we cannot resolve your issue within 30 days, either party may proceed with legal action.

14. Contact Us

If you have questions about these Terms of Service or the Service in general, please contact us:

Related Documents

• Privacy Policy
• Data Processing Terms
• Refund Policy