Service Agreement

Constructive News Mirror Version 1.0, 22 September 2026

These are the standing terms on which Fonden Constructive Foundation provides Constructive News Mirror. They are published at constructivenewsmirror.com/legal/terms and are not signed on their own.

The parties enter into an agreement by signing an Order Form, which states the Customer's package, term and fee, and which incorporates these terms and the Data Processing Agreement.

1. Parties and structure

1.1 This Agreement is between Fonden Constructive Foundation, CVR 38360809, Tåsingegade 3, 8000 Aarhus C, Denmark ("the Supplier") and the party identified in the Order Form ("the Customer").

1.2 The Agreement consists of the Order Form, this document including the Packages section, and the Data Processing Agreement, each of which forms an integral part of it. The Order Form states the version of this document and of the Data Processing Agreement that the parties enter into, and those versions do not change during the term except under clause 14. The parties enter into the Agreement by signing the Order Form, and neither this document nor the Data Processing Agreement is signed separately.

1.3 Where those documents conflict, the Data Processing Agreement prevails on any matter concerning the processing of personal data. Otherwise the Order Form prevails, then the Packages section, then the rest of this document.

2. Definitions

Customer Content means all material the Customer or a User submits to the Service, whether or not it is personal data.

Output means what the Service produces from Customer Content.

User means an individual the Customer authorises to use the Service.

Workspace means the Customer's tenant within the Service, which is the boundary of access control and of usage allowances.

3. The Service

3.1 The Supplier provides Constructive News Mirror, a hosted application that assesses journalistic text and returns assessments and editorial suggestions.

3.2 The Order Form states the Customer's package and the Packages section states what that package includes.

3.3 The Supplier may change how the Service works. Where a change materially reduces the Service, clause 14.2 applies.

3.4 No service level is agreed unless the Order Form states one.

3.5 The Supplier updates the Service from time to time and does not warrant that it will be uninterrupted or free of defects. The Supplier makes reasonable efforts to restore the Service promptly after an interruption.

4. Users and roles

4.1 The Customer's subscription covers one Workspace and the number of seats stated in the Packages section for its package. The Customer invites Users into the Workspace and is responsible for removing Users who no longer require access.

4.2 The Service provides roles with different permissions. Owners manage membership and settings.

5. Customer responsibilities

5.1 The Customer is responsible for the security of its Users' credentials and for use of the Service through its account.

5.2 The Customer warrants that it is entitled to submit the Customer Content it submits and that submitting it does not infringe a third party's rights.

5.3 Submitting material to the Service takes that material outside the Customer's own systems. The Customer decides what may be submitted, and the Supplier's recommendation is that material capable of identifying a confidential source is not submitted.

5.4 The Customer shall not use the Service to develop a competing product, attempt to extract the models underlying it, or resell access to it.

5.5 Intended use. The Service is designed for journalistic material that the Customer intends to publish, and not as a repository for personal data within Articles 9 or 10 GDPR.

6. Fees, allowances and payment

6.1 Fees, currency, billing period and payment terms are stated in the Order Form. An invoice is due within 30 days of its date unless the Order Form states otherwise.

6.2 The Customer's package includes an allowance of articles analysed per month, stated in the Packages section and shared across the Workspace. The Customer agrees to work within it.

6.3 The Supplier operates a technical limit on the rate of use, to keep a fault or a runaway process from consuming the Service. That limit is set above the allowance, and where a Customer working within its allowance reaches it the Supplier raises it without charge. The Customer may request a larger allowance at any time.

6.4 Fees are exclusive of VAT and any other applicable tax, which the Customer pays in addition where due.

6.5 The Supplier may change fees on 60 days' written notice, effective from the next renewal.

7. Intellectual property

7.1 The Customer owns Customer Content and Output. Nothing in this Agreement transfers any right in either to the Supplier, and the Supplier asserts no right over what the Customer publishes.

7.2 The Supplier owns the Service, including the application, the analysis pipelines, the prompts, the models it has trained and the documentation. The Customer has a non-exclusive, non-transferable right to use the Service during the term.

7.3 Training. The Supplier shall not use Customer Content to train or fine-tune any machine-learning model, and shall not permit a sub-processor to do so. This applies to all Customer Content, whether or not it is personal data. The Supplier may use the ratings and comments Users give about the Service, other than any article text they contain, to improve the Service.

7.4 The Supplier may identify the Customer as a customer only with the Customer's prior written consent.

8. Confidentiality

8.1 Each party shall keep the other's confidential information confidential, use it only to perform this Agreement, and disclose it only to those who need it and are bound by equivalent obligations.

8.2 Unpublished Customer Content is the Customer's confidential information. The Supplier shall not access it except as necessary to operate or support the Service, and shall not disclose it other than to the sub-processors listed under the Data Processing Agreement.

8.3 Clause 8 does not apply to information that is public otherwise than through a breach of this Agreement, was lawfully held before disclosure, is independently developed, or must be disclosed by law. A party compelled to disclose shall notify the other first unless prohibited from doing so.

8.4 Clause 8 survives termination for five years, and indefinitely for unpublished Customer Content.

9. Data protection and AI Act roles

9.1 For personal data contained in Customer Content, the Customer is the controller and the Supplier is the processor. The Data Processing Agreement governs that processing.

9.2 For the contact and billing details of the Customer's representatives the Supplier is the controller, and processes them to administer this Agreement and invoice for the Service. The Supplier is also the controller for records of how Users use the Service, which contain no Customer Content, and processes them to operate and improve the Service. The Supplier's privacy notice at constructivenewsmirror.com/legal/privacy describes this processing. The accounts of Users are otherwise governed by the Data Processing Agreement.

9.3 Under Regulation (EU) 2024/1689 the Supplier is the provider of the Service and the Customer is its deployer. Each party is responsible for its own obligations under that Regulation.

10. Export, retention and deletion

10.1 Export, retention and deletion of the Customer's data are governed by the Data Processing Agreement.

11. Warranties

11.1 The Supplier warrants that it will provide the Service with reasonable skill and care.

11.2 Output is advisory. It is produced by statistical models. It is not editorial judgement, not verification of fact, and not a warranty that an article is accurate, fair or fit to publish. Editorial responsibility for what the Customer publishes remains the Customer's.

11.3 Source leads are found by searching publicly available sources. The Supplier does not verify them.

11.4 Except as stated in clause 11.1 and in the Data Processing Agreement, the Service is provided as is, and the Supplier excludes all other warranties so far as the law permits.

11.5 The Customer is responsible for its use of, and reliance on, Output. The Supplier is not liable for a decision the Customer takes on the basis of Output, including a decision to publish or not to publish. This clause concerns the content of Output only; it does not limit clause 11.1 or the exclusions in clause 12.4.

12. Liability

12.1 Neither party excludes or limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be excluded.

12.2 Neither party is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings or loss of goodwill.

12.3 Subject to clause 12.1, each party's total liability under this Agreement and the Data Processing Agreement, whether in contract, tort or otherwise, is limited to the fees paid or payable by the Customer in the twelve months before the event giving rise to the claim.

12.4 The limit in clause 12.3 does not apply to:

(a) the Supplier's breach of clause 7.3 (training);

(b) either party's breach of clause 8 (confidentiality);

(c) the Supplier's breach of clause 7 of the Data Processing Agreement (source protection);

(d) either party's wilful misconduct or gross negligence.

12.5 Clause 12 does not affect a data subject's right to compensation under Article 82 GDPR.

13. Term and termination

13.1 The term is stated in the Order Form. Unless the Order Form states otherwise, the term renews for successive periods of the same length, and either party may prevent renewal by written notice given at least 30 days before the renewal date.

13.2 Where the Order Form states the Trial, the term is the trial period, it does not renew, and either party may end it at any time on written notice without further fee.

13.3 Either party may terminate on 30 days' written notice if the other commits a material breach and does not remedy it within that period. The Customer may also terminate under clauses 13.6, 14.2 and 16.1, and under clause 5.4 of the Data Processing Agreement.

13.4 The Supplier may suspend the Service where continuing it would breach the law, where the Customer's use threatens the security or integrity of the Service, or where an invoice is more than 60 days overdue and the Supplier has given 14 days' written notice. The Supplier shall restore the Service once the cause is resolved.

13.5 Clauses 7, 8, 10, 12 and 15 survive termination, together with any provision that by its nature is intended to.

13.6 Where the Order Form states that the Customer may terminate for convenience, the Customer may terminate on written notice at any time, without penalty, with a pro rata refund of fees paid for any period after termination.

14. Changes

14.1 The Supplier may change this Agreement on 60 days' written notice where the change is required by law or reflects a change in the Service.

14.2 Where a change materially disadvantages the Customer, the Customer may terminate without penalty by written notice given before the change takes effect, with a pro rata refund of fees paid for any period after termination.

14.3 Any other change requires the written agreement of both parties. Sub-processors change under clause 5 of the Data Processing Agreement.

15. Governing law and venue

15.1 This Agreement is governed by Danish law, excluding its conflict-of-law rules.

15.2 The courts at the Supplier's registered seat have exclusive jurisdiction, unless the Order Form states otherwise.

16. General

16.1 Assignment. Neither party may assign this Agreement without the other's written consent, which shall not be unreasonably withheld. Either party may assign it, including the Data Processing Agreement, on written notice to a successor to the business to which it relates. Where the Supplier does so, the Customer may terminate by written notice given within 30 days of the Supplier's notice, without penalty and with a pro rata refund of fees paid for any period after termination.

16.2 Subcontracting. The Supplier may use subcontractors and remains responsible for them as for itself.

16.3 Notices. Notices are given in writing to the contacts stated in the Order Form. A notice by email takes effect on sending, unless the sender receives a delivery failure.

16.4 Force majeure. Neither party is liable for a failure to perform caused by an event beyond its reasonable control, for as long as that event continues. This does not excuse payment of sums already due.

16.5 Severance. A provision held unenforceable is severed and the remainder continues.

16.6 No waiver. A failure to enforce a right is not a waiver of it.

16.7 Entire agreement. The Order Form, this document including the Packages section, and the Data Processing Agreement are the entire agreement between the parties on their subject matter and replace any earlier proposal or representation. This clause does not exclude liability for fraudulent misrepresentation.

Packages

The Customer's package is stated in the Order Form.

The allowance. The allowance is shared across the whole Workspace rather than given to each User. It counts each article submitted for analysis in a calendar month. Analysing the same article again after an edit does not count again, and neither does an analysis that fails.

The trial. The trial is the whole of Package 2, provided for four weeks at no fee, so that the Customer evaluates the Service in full rather than a reduced version of it. Clause 13.2 applies to it.

Find sources. Find sources is available with every package and is provided only where the Order Form states that it is included. Annex 1 to the Data Processing Agreement describes what it sends and where.