Terms of Service Version: 2 Last Updated: September 7, 2026
These Terms of Service ("Terms") govern access to and use of the Assembley platform and related services provided by Assembley ApS ("Assembley", "we", "us" or "our").
By creating an account, accepting an Order, signing an agreement referring to these Terms, or otherwise accessing or using Assembley on behalf of an organisation, you agree to be bound by these Terms.
If you are using Assembley on behalf of an organisation, you represent and warrant that you have authority to bind that organisation to these Terms.
If you access Assembley solely as a shareholder, member, voter, proxy holder, candidate or other participant in an Assembly organised by a third party, sections 21, 23 and 60–61 apply to you. The organisation conducting the Assembly — not Assembley — is responsible for the Assembly, for the rules governing it, and for the processing of your personal data in connection with it.
Please read section 3 first. It describes what Assembley does and, equally importantly, what Assembley does not do. Every other provision of these Terms is to be read in light of it.
Assembley ApS Vesterbrogade 13, 4. th 1620 København V Denmark
CVR no.: [•]
General: hello@assembley.dk Legal: legal@assembley.dk Privacy: privacy@assembley.dk Security: security@assembley.dk Support: support@assembley.dk
These Terms are concluded electronically. The version accepted by the Customer, together with the date and time of acceptance, is recorded by Assembley and is available to the Customer on request. Previous versions are archived and available at assembley.dk/terms/archive.
For purposes of these Terms:
"Account" means an account registered with Assembley that permits access to the Services.
"Assembly" means a general assembly, annual general meeting, extraordinary general meeting, member meeting, board election, shareholder meeting, election or other governance or decision-making process in connection with which the Services are used.
"Attestation" means the technical mechanisms by which Assembley makes subsequent modification of a Record detectable, including hash chains, Merkle roots, timestamps and Evidence Packages.
"Authorised User" means an individual authorised by a Customer to access and use the Services under the Customer's Account.
"Calculation" means arithmetic performed by the Services on Records in accordance with Configured Parameters.
"Configured means a value, rule, threshold, definition, period, method or list entered, selected Parameter" or confirmed by the Customer, including majority requirements, quorum definitions, notice periods, voting weights, eligibility lists and ballot methods.
"Customer" means the company, association, organisation or other legal entity that subscribes to or otherwise uses the Services.
"Customer Data" means information, documents, participant data, shareholder data, member data, voting information and other content submitted to the Services by or on behalf of the Customer.
"Determination” means a conclusion as to whether something is legally valid, legally required, legally sufficient or legally binding – including whether an Assembly was validly convened, whether a person was entitled to participate or vote, whether a proxy was valid, whether quorum was validly established, whether a threshold was correctly derived from the Customer's constitutional documents, or whether a resolution or election is valid. Assembley does not make Determinations. See section 3.
”Documentation” means documentation and instructions made available by Assembley concerning the Services.
”Evidence means a technical export generated by the Services containing Records and Package” Attestation data for an Assembly.
”Order” means an order, subscription, proposal, commercial agreement or other document accepted by Assembley and the Customer that specifies the applicable Services, fees or subscription terms.
”Outcome means a statement made by a human being – typically the chair of the Assembly Declaration” – as to the result of an agenda item, recorded through the Services under section 9.
”Participant” means a person invited or authorised to take part in an Assembly through the Services.
”Record” means an entry created by the Services documenting an event that occurred through the Services, including a submitted vote, a registration of presence, an administrative action, a configuration change or a timestamp.
”Services” means the Assembley software platform and related services made available by Assembley.
”Subscription means the period during which the Customer is entitled to access and use the Term” Services under an applicable Order.
”Third-Party means services, software, infrastructure or integrations provided by third parties Services” and used in connection with the Services.
Assembley performs three functions:
- (a) Recording. The Services create Records of what occurred through the Services: votes as
submitted, presence as registered, actions as performed, and the time at which each occurred.
- (b) Calculation. The Services perform arithmetic on those Records in accordance with the
Configured Parameters supplied by the Customer, and present the results of that arithmetic.
- (c) Attestation. The Services produce tamper-evident material intended to make it detectable if a
Record has been modified after it was created.
Assembley does not make Determinations.
The Services do not decide, and do not purport to decide:
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whether an Assembly is legally required;
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whether an Assembly was validly convened;
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whether notice requirements were satisfied;
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who is entitled to participate;
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who is entitled to vote, or with what weight;
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whether a proxy is valid;
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which voting threshold or majority rule applies;
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whether quorum has been validly established;
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whether a resolution has been validly adopted;
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whether an election complies with applicable law or constitutional documents; or
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whether any Assembly, vote, resolution or election is legally valid or legally binding.
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These are matters for the Customer, its governing bodies, its chair, and its legal advisers.
Because Assembley does not make Determinations:
- the Services present arithmetic and the Configured Parameters on which it was performed,
rather than verdicts;
- where the Services identify a discrepancy between a Configured Parameter and the recorded
position, they present it as a factual observation, not as a legal assessment (section 7);
- the result of an agenda item is recorded as an Outcome Declaration made by a human being,
not as a conclusion reached by the Services (section 9);
- generated documents are drafts derived from Records, requiring review and adoption by the
Customer (section 14); and
- Evidence Packages attest to the internal consistency of Records, and to nothing beyond that
(section 11.3).
Assembley does not provide legal advice.
Information, workflows, templates, configuration options, default settings, guidance, help content and support communications made available through or in connection with the Services do not constitute legal advice, and do not constitute a Determination.
The Customer should obtain independent legal advice where appropriate.
Where any other provision of these Terms, any Documentation, any marketing material, or any statement made by or on behalf of Assembley could be read as a Determination or as a representation that the Services produce a Determination, this section 3 prevails.
Assembley provides a software platform for recording, calculating and attesting governance processes, including in connection with general assemblies, shareholder meetings, member meetings, board elections and other votes and elections.
The functionality available to a Customer depends on the applicable plan, Order and configuration. Functionality is described in the Documentation and on the applicable plan page. Functionality that is not described there does not form part of the Services.
Assembley may modify, improve or update the Services from time to time. We may add, remove or modify functionality, provided that we do not materially reduce the core functionality described in the Documentation during an active paid Subscription Term without reasonable justification and reasonable notice.
Each Configured Parameter is the Customer's own declaration of its own rules. It is not a selection endorsed, verified or validated by Assembley.
When the Customer enters a majority requirement, a quorum definition, a notice period, a voting weight, a share class, an eligibility list or a ballot method, the Customer is stating what its articles of association, bylaws, statutes, shareholder agreements, membership rules or applicable law require. Assembley records that statement and calculates in accordance with it.
The Customer is responsible for configuring each Assembly correctly, including:
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identifying eligible Participants;
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entering or importing participant data;
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assigning voting rights and voting weights;
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configuring agenda items and ballot methods;
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configuring quorum definitions, including the basis on which quorum is measured;
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configuring majority requirements, including the treatment of abstentions and blank votes;
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configuring notice periods and proxy arrangements;
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setting voting periods;
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reviewing the configuration before the Assembly opens; and
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reviewing Records and Calculations before relying on them.
Assembley is not responsible for the consequences of a Configured Parameter that does not reflect the Customer's actual requirements.
Where the Services present Calculations, they also present the Configured Parameters on which the Calculation was performed. The Customer is responsible for verifying that those parameters are correct.
The Services may offer default settings, templates, suggested configurations and example wording.
These are provided for convenience. They are common settings, not recommendations, and they are not legal advice, not verified against the Customer's constitutional documents, and not a Determination that any configuration is appropriate or lawful for the Customer.
Where a default setting is applied, the Customer remains responsible for confirming that it reflects the Customer's actual requirements. Templates for notices, agendas, minutes and similar documents are starting points requiring review and amendment by the Customer.
The Services may identify discrepancies between a Configured Parameter and the recorded position — for example, that the interval between the recorded dispatch of notice and the scheduled date of the Assembly is shorter than the configured notice period, or that recorded presence is below a configured quorum requirement.
Such observations are factual statements about the Records. They are not legal assessments, and they are not Determinations.
The Services do not prevent an Assembly from proceeding on the basis of such an observation, because refusing to proceed would itself constitute a Determination.
Where an observation is presented, the Services may require an Authorised User to acknowledge it before proceeding. The acknowledgement, including the identity of the acknowledging user, the time of acknowledgement and the observation acknowledged, is recorded as a Record and forms part of the Attestation material.
The absence of an observation does not indicate that an Assembly, a configuration or a process is lawful, valid or sufficient. The Services observe only what the Configured Parameters and the Records permit them to observe.
The Services provide technical mechanisms intended to support reliable and auditable recording of votes. These may include access controls, voting controls, weighted and split voting, duplicate- submission prevention, presence registration, timestamping, activity logs, hash chains, Merkle roots and Evidence Packages.
The Services record votes as submitted through the Services. A Record establishes that a submission was received through the Services at a given time using given credentials. It does not establish that the submission was made by a particular natural person, that the person was entitled to vote, or that the vote is valid. See section 12.
The Services calculate totals from the Records in accordance with the Configured Parameters and present those totals together with the parameters applied.
The treatment of abstentions and blank votes, the basis on which quorum is measured (including whether it is measured by registered presence or by votes cast, and whether by capital or by voting rights), and the majority requirement applied are Configured Parameters declared by the Customer under section 5. Assembley does not determine which treatment is correct for the Customer.
The Customer is responsible for reviewing Records and Calculations before relying on them for any purpose.
If the Customer believes that recording or calculation has been affected by a technical error, the Customer shall notify Assembley as soon as reasonably possible and, where possible, before relying on the affected material. Assembley will investigate reported technical issues in accordance with its support procedures and section 41.
The result of an agenda item is not produced by the Services. It is declared by a human being and recorded by the Services.
Where the Services support Outcome Declarations, the Services present the Calculation and the applicable Configured Parameters, and an authorised individual — typically the chair of the Assembly — records a declaration of the outcome.
An Outcome Declaration is recorded together with the identity of the declaring individual, the time of the declaration, and the Calculation and Configured Parameters presented at the time it was made. It forms part of the Records and the Attestation material.
Generated documents reproduce the Outcome Declaration as a statement made by that individual. They do not state a conclusion of Assembley's own.
Where the Services support non-attributed ballots, the Customer may configure an agenda item so that the Services do not store the association between an individual Participant and that Participant's voting choice.
The availability of this functionality depends on the applicable plan and is described in the Documentation. Where it is not available or not enabled, votes are recorded in attributed form.
Anonymity is a property of the circumstances of a ballot, not a property that software can guarantee.
The Customer acknowledges that, irrespective of how the Services store or do not store data:
- an individual's voting choice may be inferable from an aggregate result, particularly where the
number of voters is small or voting weights are unevenly distributed;
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proxy arrangements, presence records and turnout figures may permit inferences;
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information held outside the Services may permit inferences; and
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incorrect configuration may result in votes being recorded in attributed form.
Assembley does not represent that a third party cannot infer an individual's voting preference. Assembley's undertaking is limited to the storage behaviour described in the Documentation for the functionality actually enabled.
The Services create Records documenting the history of an Assembly, which may include timestamps, administrative actions, participant actions, submitted votes, configuration changes, access events, acknowledgements under section 7.2, Outcome Declarations, hashes and chain data.
Certain Records are designed to be append-only and tamper-evident. Modification or deletion of such a Record is detectable and will render the associated Attestation material inconsistent.
Records are tamper-evident, not tamper-proof. The design makes modification detectable; it does not make modification impossible.
An Evidence Package demonstrates that the Records held by Assembley for an Assembly are internally consistent and have not been modified since they were created.
An Evidence Package does not demonstrate:
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that votes were cast by the persons entitled to cast them;
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that Participants were correctly identified or authenticated;
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that the Assembly was validly convened;
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that quorum, thresholds or majority requirements were correctly derived from the Customer's
constitutional documents or from law;
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that a resolution or election is valid, effective or binding; or
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that any document produced by the Customer accurately reflects the Assembly.
Assembley makes no representation as to whether an Evidence Package will be accepted as evidence by any court, authority or tribunal. Admissibility and evidential weight are determined by the relevant forum.
Records are retained in accordance with section 19. The Customer instructs Assembley to maintain Records in append-only form for the retention period stated there, and acknowledges that this constitutes a documented limitation on deletion, applied for the purpose of preserving evidence and the integrity of records relating to legal claims.
Where the Customer requires assistance from Assembley in connection with a dispute, investigation or proceeding – including verification of an Evidence Package, explanation of Attestation mechanisms, or written or oral statements – such assistance is provided, if at all, subject to separate written agreement and at Assembley's applicable rates. Assembley is under no obligation to provide such assistance except as required by law.
Unless a plan expressly includes electronic identification, the Services verify control of an access credential – such as an email address, a link, a meeting code or a one-time code. They do not verify the identity of a natural person.
A Record establishes that a submission was made using a given credential at a given time. It does not establish who used that credential.
The Customer is responsible for determining what level of assurance its Assembly requires, for selecting the corresponding configuration, for the accuracy of the contact details to which credentials are sent, and for the consequences of a credential being forwarded, shared or intercepted.
Where electronic identification functionality (such as MitID or comparable schemes) is described in the Documentation as available on the Customer's plan and is enabled by the Customer, the assurance provided is that of the relevant scheme. Functionality not described in the Documentation
as currently available does not form part of the Services, irrespective of any statement in a roadmap, presentation, proposal or other communication.
The Services can dispatch invitations, credentials, notices and other messages by email.
Assembley undertakes to dispatch messages submitted for sending. Assembley does not and cannot undertake that a message will be delivered, will reach an inbox rather than a spam or quarantine folder, will be opened, or will be acted upon. Delivery depends on recipient mail systems, filtering rules, DNS configuration and other factors outside Assembley's control.
The Services provide a dispatch log. The Customer is responsible for reviewing it, for following up with Participants who have not received or acted upon a message, and for maintaining alternative means of contacting Participants where the Assembly requires it.
The Services may generate documents from Records, including draft minutes, result summaries and Evidence Packages.
Generated documents are drafts derived from the Records. They are not legally valid documents by virtue of having been generated, and they are not ready for filing, registration or reliance without review.
The Customer is responsible for reviewing, correcting, completing, adopting and, where required, signing such documents. A document acquires legal effect through the acts of the Customer and the persons authorised to perform them, not through generation by the Services.
Where the Services support the recording of signatures or approvals, this records that an act took place through the Services. It does not constitute a Determination that the act satisfies any formal requirement.
Where the Services include AI-assisted functionality, the following applies.
Output is generated automatically and may be incomplete, inaccurate or inappropriate for the Customer's purposes. Output is a draft requiring human review before use. Assembley does not warrant the accuracy, completeness or suitability of AI-generated output, and such output is never a Determination or legal advice.
Assembley does not use Customer Data to train generally available AI models. Where AI-assisted functionality relies on a Third-Party Service, that is disclosed in the sub-processor information referred to in section 33.
The Customer is responsible for deciding whether to enable AI-assisted functionality and for reviewing all output before relying on it.
Functionality identified as beta, preview, early access, experimental or similar is provided as-is and as-available, without warranty, without service levels, and without any commitment as to continued availability. Assembley may modify or withdraw such functionality at any time.
Section 44 applies to such functionality without the exceptions that would otherwise reduce its effect, to the maximum extent permitted by applicable law.
As between Assembley and the Customer, the Customer retains all rights, title and interest in Customer Data. Nothing in these Terms transfers ownership of Customer Data to Assembley.
The Customer grants Assembley a limited, non-exclusive right to host, copy, transmit, process and otherwise use Customer Data solely to provide, maintain and secure the Services, provide support, comply with the Customer's instructions, prevent fraud and abuse, comply with applicable law, and perform the applicable agreement.
The Customer represents and warrants that it has all necessary rights and permissions to provide Customer Data to Assembley, that the collection and use of Customer Data is lawful, that required privacy notices have been provided to Participants, that an appropriate legal basis exists for the processing, that its instructions to Assembley are lawful, and that Customer Data does not violate applicable law or third-party rights.
The Services are designed to operate on a minimal set of participant data. Except as provided below, the Customer shall not submit to the Services personal data that is not necessary for the conduct of the Assembly, and in particular shall not submit special categories of personal data within the meaning of Article 9(1) GDPR, personal data relating to criminal convictions and offences, national identification numbers or payment card data.
Where the Customer is an association, trade union, religious community, political party or similar body whose purpose is itself of a nature referred to in Article 9(1) GDPR, the fact of membership may constitute special category data. Such membership data may be submitted to the Services, and the Customer instructs Assembley to process it, on condition that the Customer relies on Article 9(2)(d) GDPR or another applicable exception under Article 9(2), does not submit further special category data beyond what follows from membership itself, and applies appropriate access restrictions within the Services. Section 6.2 of the DPA governs this processing.
Any other submission of the categories of data referred to above requires the express written agreement of Assembley.
Assembley may, without liability to the Customer, decline to process, or require the removal of, Customer Data submitted in breach of this section.
For personal data relating to Participants, shareholders, members, votes, presence and Assembly conduct, the Customer is the data controller and Assembley is the data processor.
For personal data relating to Account registration, billing, security and access logs, service administration, support correspondence and direct marketing to its own contacts, Assembley is an independent data controller. Such processing is described in the Assembley Privacy Policy.
The Data Processing Agreement ("DPA") available at assembley.dk/dpa is incorporated into these Terms and is concluded between the parties on acceptance of these Terms, without further action. No separate signature is required, and no Customer is without a DPA. It governs Assembley’s processing as a processor, including the roles and scope of processing (DPA sections 3 to 5), special categories of personal data (section 6), confidentiality (section 8), security measures (section 9 and Annex II), sub-processors (section 10 and Annex III), retention, deletion and the limits of erasure (section 11), assistance with data subject rights (section 12), personal data breaches (section 13), information and audit (section 15), international transfers (section 16), and the description of the processing set out in Annex I.
Where the Customer requires an individually negotiated data processing agreement, it may be agreed in an Order or separate signed agreement. In matters of data protection, the DPA prevails over these Terms.
The Customer's instructions to Assembley are those set out in these Terms, the DPA, the Order and the configuration made by the Customer through the Services.
The Customer acknowledges that the append-only design described in section 11 means that certain Records cannot be deleted or altered without destroying the integrity of the associated Attestation material, and that Assembley retains such Records for the period set out in section 19 on the Customer’s instruction and for the purpose of establishing, exercising or defending legal claims within the meaning of Article 17(3)(e) GDPR.
The Customer is responsible for informing Participants of this in the privacy information the Customer provides to them.
Unless otherwise agreed in an Order, or required by applicable law:
- (a) Customer Data other than Records is deleted or anonymised within 90 days after the end of
the Subscription Term or the closure of the Account, whichever is earlier;
- (b) Records and Attestation material relating to a completed Assembly are retained for 5 years
from the date the Assembly ended, and are thereafter deleted or reduced to non-personal form;
- (c) Email dispatch and delivery records are retained for 90 days, unless a longer period is
necessary for security, troubleshooting or legal claims;
- (d) Backups are retained on a rolling basis for a maximum of 35 days and are thereafter
overwritten;
- (e) Account, billing and accounting records are retained for the period required by applicable
accounting legislation;
- (f) Technical and authentication logs are retained for 90 days, and logs relating to an identified
security incident may be retained for up to 12 months.
Where Customer Data has been deleted from active systems but remains in backups, it is not restored to active use and is deleted on expiry of the backup cycle.
Retention periods may be varied by written agreement where the Customer's own retention obligations require it.
You must provide accurate, current and complete information when creating an Account, and keep it reasonably up to date.
You are responsible for maintaining the confidentiality of authentication credentials, for using appropriate security practices, for preventing unauthorised access to your Account, and for notifying Assembley promptly at security@assembley.dk of any suspected unauthorised access.
You must not share authentication credentials in a manner that permits unauthorised persons to access the Services.
The Customer is responsible for activity performed through its Accounts by its Authorised Users, except to the extent caused by Assembley's breach of these Terms or applicable law.
Organisation administrators may have extensive permissions, including creating Assemblies, uploading participant data, modifying configuration, inviting Participants, assigning roles, recording Outcome Declarations, and accessing Records and Evidence Packages.
The Customer is responsible for selecting appropriate administrators and for restricting administrative access to authorised individuals.
The Customer may permit its Authorised Users and Participants to access the Services. The Customer is responsible for determining who should have access, for the accuracy of participant information, for ensuring invitations are sent to the correct persons, for managing and removing access, and for ensuring that its use of the Services complies with applicable law.
Participants must not use another person's credentials, vote on behalf of another person unless properly authorised, attempt to submit duplicate votes where not permitted, share confidential credentials, interfere with another Participant's ability to vote, or attempt to circumvent access or voting controls.
Participants are bound by this section and by section 23 to the extent applicable to them. Except as stated in section 59, these Terms do not confer rights on Participants. A Participant's data protection rights in respect of Assembly data are exercised against the Customer as data controller.
The Customer shall use the Services lawfully; comply with applicable law and with its own governance and constitutional requirements; maintain appropriate internal controls and access controls; ensure the accuracy of information supplied to Assembley; review Assembly configuration before the Assembly opens; review Records and Calculations before relying on them; maintain appropriate meeting documentation; obtain legal advice where appropriate; and cooperate with Assembley where reasonably necessary to investigate security incidents or technical problems.
You must not use the Services to:
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(a) violate applicable law or infringe the rights of others;
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(b) gain unauthorised access to another organisation's data or another user's Account;
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(c) impersonate another person, or submit unauthorised or fraudulent votes;
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(d) manipulate, disrupt or interfere with an Assembly, or circumvent access, voting or security
controls;
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(e) introduce malware or other harmful material;
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(f) probe, scan or test the vulnerability of the Services otherwise than in accordance with section
34.3;
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(g) interfere with the availability or performance of the Services, or circumvent usage limits;
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(h) reverse engineer, decompile or disassemble the Services, or attempt to obtain source code
or non-public interfaces, except to the extent such restriction is prohibited by mandatory law;
- (i) scrape or systematically extract data from the Services, or access them by automated means
other than through functionality expressly provided;
- (j) resell or sublicense the Services except where expressly permitted, or use the Services to
develop a competing service using non-public information or functionality.
Each plan includes limits, including the number of Participants entitled to vote in a single Assembly. Limits applicable to the Customer's plan are stated on the plan page and in the Services.
The Services display the applicable limit and the Customer's current position against it before an Assembly opens. Where a limit is reached, the Services may decline to admit or register additional Participants.
The Customer is responsible for selecting a plan sufficient for the Assemblies it intends to conduct, and for verifying its position against the applicable limit before the Assembly opens. Assembley is not responsible for the consequences of a limit being reached during an Assembly.
Where a limit is exceeded through no fault of the Customer, or where the Customer wishes to upgrade during a Subscription Term, Assembley will make reasonable efforts to accommodate the change on payment of the applicable difference.
Assembley and its licensors retain all rights, title and interest in the Assembley software, source code, object code, interfaces, architecture, databases and database structures, documentation, trademarks, logos, designs, workflows, algorithms, security and cryptographic implementations, evidence- generation technology, know-how and other intellectual property used to provide the Services.
Except for the limited rights expressly granted under these Terms, no rights are transferred to the Customer.
Subject to payment of applicable fees and compliance with these Terms, Assembley grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services during the applicable Subscription Term for the Customer's internal business or organisational purposes.
The Customer retains all rights in its own materials, including documents uploaded to the Services and documents generated from its Records under section 14, and may use, reproduce and distribute them without restriction by Assembley.
If the Customer provides suggestions, recommendations, ideas, bug reports or other feedback concerning the Services, Assembley may use that feedback without restriction or compensation, provided that such use does not disclose the Customer's Confidential Information. The Customer retains ownership of its underlying information and materials.
Each party may receive confidential information from the other, including non-public technical and security information, business plans, pricing, customer information, product roadmaps, source code, credentials and non-public governance information.
The receiving party shall use Confidential Information only for purposes related to the contractual relationship, protect it using reasonable security measures, and disclose it only to persons who need to know it and are subject to appropriate confidentiality obligations.
Confidential Information does not include information that is publicly available without breach, was lawfully known before disclosure, is independently developed without use of the Confidential Information, or is lawfully received from a third party without confidentiality restrictions.
A party may disclose Confidential Information where required by law, court order or competent authority, provided that, where legally permitted, it gives reasonable prior notice to the other party.
The Customer shall pay the fees specified in the applicable Order or published pricing. Fees may depend on subscription plan, participant or voter limits, functionality, organisation size or other commercial parameters.
Fees are exclusive of VAT and applicable taxes unless expressly stated otherwise. The Customer is responsible for applicable taxes other than taxes imposed on Assembley's income.
Invoices are payable within the period specified on the applicable invoice or Order. If no period is specified, invoices are payable within 14 days.
If payment is overdue, Assembley may charge interest in accordance with the Danish Interest Act (renteloven) and reasonable collection costs to the extent permitted by applicable law.
If fees remain unpaid after reasonable notice, Assembley may suspend access to the affected Services until payment is received. Where reasonably possible, Assembley will provide advance notice before suspending access, and will not suspend access during a scheduled Assembly of which it is aware.
For recurring subscriptions, Assembley may change pricing for future Subscription Terms.
Assembley will give at least 60 days' notice before the start of the Subscription Term to which a price change applies. A Customer that does not accept a price increase may terminate the affected subscription with effect from the end of the current Subscription Term by giving notice before the new pricing takes effect.
Free plans and trial access are provided as-is and as-available, without warranty, without service levels and without any support commitment.
Assembley may modify, limit or discontinue a free plan on 30 days' notice, and may close an Account that has been inactive for more than 12 months following at least 30 days' notice to the registered email address.
Section 44.2 applies to free plans and trials.
Assembley aims to provide a reliable and secure service. The Services are provided over the internet and may be unavailable from time to time. Assembley does not undertake that the Services will be uninterrupted or error-free unless an applicable Service Level Agreement expressly provides otherwise.
Assembley may perform planned maintenance, upgrades and other changes. Where reasonably practicable, advance notice will be given of material maintenance expected to affect availability.
Emergency maintenance may be performed without advance notice where reasonably necessary to protect security, address vulnerabilities, prevent data loss, comply with law, or maintain the integrity of the Services.
The Customer shall not rely on the Services as its sole means of conducting an Assembly.
The Customer is responsible for determining whether it requires backup communication channels, alternative voting procedures, contingency meeting arrangements, alternative means of contacting Participants, or other business continuity measures, and for putting them in place before the Assembly.
The Customer bears the risk of interruption to an Assembly arising from unavailability of the Services, of the internet, of Third-Party Services or of Participants' own systems, subject to section 44.3.
Depending on the applicable plan, Assembley may provide support by email or other channels. Support levels, response times and availability vary by plan. Unless otherwise agreed in writing, support is provided on a commercially reasonable efforts basis.
The scope of support is the operation of the Services. Support does not extend to, and no statement made by Assembley's support function constitutes, advice or a Determination as to whether an Assembly, a configuration, a majority requirement, a quorum definition, a proxy, a notice or a resolution is lawful, valid, sufficient or appropriate. Statements made by support are not legal advice and do not vary these Terms.
The Services rely on Third-Party Services, including cloud infrastructure, hosting, email delivery and authentication providers. A current list of sub-processors, including the location of processing, is available at assembley.dk/subprocessors. Notification of changes is governed by the DPA.
Third-Party Services are subject to their own terms and policies. Assembley is not responsible for failures of Third-Party Services outside Assembley's reasonable control, except to the extent Assembley is responsible under applicable law or has expressly assumed responsibility.
Assembley may replace a provider with another offering substantially equivalent functionality, subject to the sub-processor provisions of the DPA.
Assembley implements technical and organisational measures designed to protect the Services and Customer Data. The measures in force are described in the DPA and in the security documentation referred to there, and may include encryption in transit and at rest, role-based access controls, database access controls, authentication controls, monitoring and logging, vulnerability management, secure development practices and incident response procedures.
Assembley describes the measures it applies. Assembley does not represent that the Services or any data are secure against all forms of attack, unauthorised access or compromise. No internet-based service can be.
The Customer is responsible for the security of its own systems, devices, Accounts and credentials, and for the security practices of its Authorised Users and Participants.
Suspected vulnerabilities should be reported to security@assembley.dk. Testing conducted in accordance with the responsible disclosure process published at assembley.dk/security does not breach section 23.
Assembley will notify the Customer without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting Customer Data, and will provide the information and assistance required to enable the Customer to meet its obligations under Articles 33 and 34 GDPR, in accordance with section 13 of the DPA.
The Customer shall cooperate with Assembley in investigating and mitigating security incidents, and shall not make public statements attributing an incident to Assembley before the parties have had a reasonable opportunity to establish the facts, except where required by law or by a supervisory authority.
If Assembley receives a binding request from a court, law enforcement body or other authority for Customer Data, Assembley will, unless legally prohibited, notify the Customer without undue delay and give the Customer a reasonable opportunity to respond. Assembley will disclose only what is legally required, and will challenge requests that appear unlawful or excessive where it is reasonable to do so.
Assembley may temporarily suspend access to all or part of the Services where reasonably necessary to prevent or address a security threat, prevent unlawful activity, protect the Services or other customers, investigate suspected abuse, comply with applicable law, address a material breach of these Terms, or address non-payment.
Assembley will use reasonable efforts to limit the scope and duration of a suspension and, where reasonably practicable and legally permitted, will notify the Customer before suspension. Where immediate action is necessary to protect the Services, users or data, prior notice may not be possible.
The Subscription Term is specified in the Order or subscription. Unless otherwise stated, subscriptions renew automatically for successive periods equal to the initial Subscription Term.
Assembley will send a renewal reminder to the Customer's registered email address at least 30 days before the renewal date. Either party may prevent renewal by giving notice no later than 30 days before the end of the current Subscription Term.
The Customer may terminate its subscription in accordance with the applicable Order. Unless otherwise agreed or required by law, termination does not entitle the Customer to a refund of prepaid fees for the unused portion of a Subscription Term.
Either party may terminate if the other materially breaches these Terms and fails to remedy the breach within 30 days after written notice. A shorter period may apply where the breach cannot reasonably be remedied or where immediate termination is permitted by law.
Either party may terminate, to the extent permitted by applicable law, if the other becomes insolvent, enters liquidation, ceases substantially all business activities or becomes subject to comparable insolvency proceedings.
Upon termination the Customer's right to use the Services ends, Authorised Users' access is disabled, outstanding fees become due, and each party shall cease using the other's Confidential Information except as permitted by law.
Before termination takes effect — and, where practicable, for 30 days afterwards — the Customer may export its Customer Data, Records and available Evidence Packages using the export functionality included in its plan. Customer Data is thereafter handled in accordance with section 19 and the DPA.
Provisions that by their nature should survive termination remain effective, including sections 3, 11.3, 17.1, 19, 25, 26, 27, 28, 39, 42–46, 55–61.
The Services are intended for organisations and for professional and organisational use.
Where, exceptionally, a person contracts with Assembley as a consumer, that person has a right to withdraw from the contract within 14 days of its conclusion under the Danish Consumer Contracts Act (forbrugeraftaleloven).
If the consumer expressly requests that performance begin during the withdrawal period, and acknowledges that the right of withdrawal is lost once the Services have been fully performed, that right lapses accordingly. If performance has begun but is not complete, the consumer may be required to pay a proportionate amount for the Services provided up to the point of withdrawal.
Nothing in these Terms excludes or limits mandatory rights that cannot lawfully be excluded or limited under applicable consumer law.
During an applicable paid Subscription Term, Assembley warrants that:
- (a) Recording – Records will reflect the data submitted through the Services at the time of
submission;
- (b) Calculation – Calculations will be arithmetically correct given the Records and the Configured
Parameters applied;
- (c) Attestation – Attestation mechanisms will operate as described in the Documentation, such
that modification of a Record after its creation renders the associated Attestation material inconsistent; and
- (d) Care – the Services will be provided with reasonable care and skill and will materially conform
to the Documentation. Assembley gives no warranty as to the correctness, sufficiency, lawfulness or validity of any Configured Parameter, any Determination, any Assembly, any Outcome Declaration, or any document adopted by the Customer. These are outside Assembley's function as described in section 3.
The warranties in section 41.1 do not apply to failures caused by incorrect or incomplete configuration or Customer Data, Customer misuse, unauthorised modifications, Third-Party Services outside Assembley's reasonable control, force majeure, internet or telecommunications failures, free plans, trials, or beta functionality, or other circumstances outside Assembley's reasonable control.
The Customer's exclusive remedies for breach of section 41.1 are, in order:
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(a) Correction – Assembley will correct the non-conformity within a reasonable period;
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(b) Credit – if correction is not achieved within a reasonable period, a proportionate credit against
fees for the affected period;
- (c) Termination – if the non-conformity is material and remains uncorrected, termination of the
affected Services with a pro-rata refund of prepaid fees for the unused portion of the Subscription Term, together with damages subject to sections 44 and 45.
Except as expressly stated in section 41.1 and to the maximum extent permitted by applicable law, the Services are provided without further warranties, express or implied.
In particular, Assembley does not warrant that the Services will be uninterrupted or error-free, that any Assembly will comply with applicable law, that any governance decision will be valid, that any election will not be challenged, that any Participant will be able to access the Services, that any message will be delivered, that any Third-Party Service will remain available, or that the Services will satisfy any Customer-specific requirement.
To the extent permitted by applicable law, the Customer shall indemnify and hold harmless Assembley from third-party claims, losses, liabilities and reasonable costs arising from:
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unlawful Customer Data or Customer Data submitted in breach of section 17;
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the Customer's breach of applicable law or of these Terms;
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unauthorised use of the Services by the Customer or its Authorised Users;
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infringement of third-party rights caused by Customer Data;
-
the Customer's Configured Parameters, Outcome Declarations or governance decisions;
-
claims by Participants or third parties relating to the conduct, convening or validity of an
Assembly; or
- the Customer's failure to comply with applicable governance requirements.
This obligation does not apply to the extent a claim results from Assembley's breach of these Terms, negligence, wilful misconduct or violation of applicable law.
Subject to the limitations in these Terms, Assembley will defend the Customer against a third-party claim alleging that the Customer's authorised use of the Services infringes a third party's intellectual property rights.
If such a claim arises, Assembley may obtain the right for the Customer to continue using the affected Services, modify the Services so that they are non-infringing without materially reducing functionality, or terminate the affected Services and refund prepaid fees attributable to the unused portion of the Subscription Term.
Assembley has no obligation under this section to the extent a claim arises from Customer Data, Customer modifications, use contrary to the Documentation, combination with products or services not provided by Assembley, use after notice to cease, use of an unsupported version where the claim could have been avoided, or compliance with Customer-specific instructions.
This section states Assembley's entire liability for third-party intellectual property infringement claims.
To the maximum extent permitted by applicable Danish law, neither party is liable to the other for indirect loss, consequential loss, loss of anticipated savings, loss of goodwill or reputation, loss of business opportunity, or loss of profits, except where such exclusion is prohibited by mandatory law.
To the maximum extent permitted by applicable law, Assembley's aggregate liability arising out of or relating to the Services or these Terms shall not exceed the greater of:
- (a) the total fees paid by the Customer to Assembley during the 12 months preceding the event
giving rise to the claim; or
- (b) DKK 10,000.
Where the claim arises before 12 months of fees have been paid, the first limb is calculated on the fees paid or payable for the applicable initial Subscription Term.
The parties may agree a different cap in an Order or separately signed agreement.
Nothing in these Terms limits liability to the extent such limitation is prohibited by mandatory law, and in particular nothing limits liability for death or personal injury caused by negligence, wilful misconduct, gross negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
Section 44.2 applies to claims between the parties arising from data protection matters, including claims for recourse under Article 82(5) GDPR.
Nothing in these Terms affects the rights of a data subject to bring a claim against either party under Article 82 GDPR, and nothing in these Terms purports to limit such a claim.
Each party bears its own administrative fines imposed on it under Article 83 GDPR, except to the extent the fine results from the other party's breach of these Terms, the DPA or applicable law, in which case recourse is subject to section 44.2.
The Customer acknowledges that the fees for the Services reflect the allocation of risk in these Terms, and in particular the function described in section 3 and the responsibilities allocated to the Customer in sections 5, 12, 13, 22, 24 and 31.3.
The Customer acknowledges that Assembley records, calculates and attests, and does not determine.
Accordingly, and to the maximum extent permitted by law, Assembley is not liable for loss arising from:
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an invalid, improperly convened or improperly conducted Assembly;
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incorrect participant eligibility, shareholding information or voting weights;
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invalid proxies;
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insufficient notice;
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incorrect quorum definitions or voting thresholds;
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incorrect or inapplicable Configured Parameters;
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an Outcome Declaration made by the Customer or by a person acting on its behalf;
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failure to comply with articles of association, bylaws, statutes or other constitutional documents;
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decisions made by Participants or governing bodies;
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disputes concerning an underlying resolution or election; or
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legal challenges to an Assembly or its outcome.
This section does not exclude liability arising from Assembley's breach of section 41.1, negligence, wilful misconduct or violation of mandatory law.
Neither party is liable for failure or delay caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, widespread internet
outages, telecommunications or power failures, major cyber incidents, cloud infrastructure failures, and epidemic or pandemic events.
The affected party shall use reasonable efforts to mitigate the effects of the event and shall inform the other party without undue delay.
Each party shall comply with applicable laws relevant to its obligations under these Terms.
The Services are developed with reference to Danish company and association law and Danish governance practice. Assembley makes no representation that the Services, any configuration option, any default setting or any generated document satisfies the requirements of any jurisdiction, including Denmark.
Where the Customer uses the Services in connection with an organisation governed by the law of another jurisdiction, or with Participants located in other jurisdictions, the Customer is solely responsible for determining whether such use complies with applicable law, including local company, association, meeting, electronic communication, electronic signature and data protection requirements.
The Customer shall not use the Services, or permit access to them, in violation of applicable export control, sanctions or trade restrictions, or where doing so would cause Assembley to violate such laws.
Unless otherwise agreed in writing, Assembley will not publicly identify a Customer in marketing materials without the Customer's consent. Assembley may use aggregated and anonymised statistics concerning use of the Services where such information does not identify the Customer or any individual.
Assembley may use sub-contractors and sub-processors to provide the Services and remains responsible for its contractual obligations. The use of sub-processors for personal data is governed by the DPA.
The Customer may not assign or transfer these Terms or an Order without Assembley's prior written consent, except in connection with a merger, reorganisation or sale of substantially all of its assets where the assignee assumes the Customer's obligations.
Assembley may assign these Terms to an affiliate or in connection with a merger, reorganisation, financing, acquisition or sale of all or substantially all of its business or assets, provided the assignment does not materially reduce the Customer's contractual protections.
Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship or agency relationship between the parties. Neither party has authority to bind the other except as expressly agreed.
Contractual notices to Assembley should be sent to legal@assembley.dk.
Notices to the Customer may be sent to the email address associated with the Customer's Account or to the contact specified in the applicable Order.
Notices relating to termination, material breach or legal claims should be given in a manner reasonably capable of demonstrating delivery.
Assembley may update these Terms from time to time.
Material changes affecting an existing Customer take effect at the start of the Customer's next Subscription Term, and Assembley will give at least 30 days' notice before that date.
A change may take effect earlier where required by law, to address a security issue, to prevent abuse or fraud, or to reflect a change to the Services; in that case Assembley will give at least 30 days' notice where practicable, and a Customer materially adversely affected may terminate the affected subscription with effect from the date the change takes effect and receive a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.
Non-material changes, including corrections and clarifications, take effect on publication.
The version of these Terms applicable to a Customer, and the date of its acceptance, is recorded in accordance with section 1.
In the event of conflict, the following order applies:
- mandatory applicable law; 2. the DPA, in matters of data protection; 3. a separately signed agreement between Assembley and the Customer; 4. the applicable Order; 5. the DPA, in all other matters; 6. these Terms; and 7. the Documentation. Section 3 prevails over any conflicting provision of these Terms, the Documentation or any marketing material.
These Terms are published in English and may be made available in Danish translation. In the event of any discrepancy, the Danish version prevails, except where mandatory law requires otherwise.
These Terms, together with any applicable Order, the DPA, any SLA, the Documentation and other expressly incorporated terms, constitute the entire agreement between the parties concerning the Services and supersede prior agreements, statements, representations, proposals, presentations and roadmap communications concerning the same subject matter, except for separately signed agreements that expressly remain in force.
Nothing in this section limits liability for fraudulent misrepresentation.
If any provision is held invalid, illegal or unenforceable, it shall be enforced to the maximum extent permitted by law and the remaining provisions remain in full force.
A failure or delay in exercising a right does not constitute a waiver of that right. A waiver must be explicit and relates only to the instance for which it is given.
Except where expressly stated or required by mandatory law, these Terms do not create rights enforceable by third parties. Sections 21 and 23 bind Participants without conferring rights on them under these Terms.
These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of Denmark, excluding its conflict-of-laws rules.
Where the Customer or user is a consumer, this choice of law does not deprive that person of the protection afforded by mandatory provisions of the law of the country in which they have their habitual residence.
The parties shall first attempt in good faith to resolve any dispute through negotiation between authorised representatives.
If the dispute cannot be resolved amicably, it shall be submitted to the Danish courts, and the City Court of Copenhagen (Københavns Byret) is the agreed first-instance venue.
Where the Customer is established outside Denmark, the parties may agree in an Order that disputes be finally settled by arbitration administered by the Danish Institute of Arbitration (Voldgiftsinstituttet) in Copenhagen, in English.
This section does not apply to the extent mandatory Danish procedural law, mandatory consumer jurisdiction rules, or Regulation (EU) No 1215/2012 require another court. Nothing prevents either party from seeking urgent interim or injunctive relief from a competent court.
Assembley ApS Vesterbrogade 13, 4. th, 1620 København V,
Denmark CVR no.: [•]
Legal: legal@assembley.dk Privacy: privacy@assembley.dk Security: security@assembley.dk Support: support@assembley.dk
Terms of Service · version 2 · in effect from 7 September 2026