Caelis Terms of Purchase

1. Who may purchase Caelis

Caelis is primarily a B2B service intended for businesses, organisations and professional users.

The person ordering on behalf of a business confirms that they have the necessary authority to bind the business.

If Caelis is later offered to consumers, applicable mandatory consumer rights shall apply in addition to these Terms and take precedence in the event of conflict.

2. The Service

Caelis is an AI-based platform for, among other things:

• AI Visibility
• Demand Intelligence
• Prompt Intelligence
• competitor analysis
• Recommendation Intelligence
• Citation & Source Intelligence
• Opportunity Detection
• analysis of websites and digital surfaces
• Living Assets
• creation and optimization of content
• technical AEO/SEO optimization
• schema and internal linking
• CMS integrations
• publishing
• distribution
• continuous optimization
• measurement and attribution
• agent-based workflows
• reporting and decision support

The specific functionality depends on the Customer's subscription, available integrations, technical prerequisites and the ongoing development of the product.

Caelis is a platform under continuous development. Features may therefore be improved, replaced or changed where necessary for product development, security, quality or technical operations.

3. Product development

The Customer understands that the product:

• is under active development
• may contain errors or limitations
• may have features that change
• may have temporarily reduced availability
• may use experimental AI features
• does not necessarily represent final product functionality

Caelis shall work for high quality and availability, but gives no guarantee of error-free operation.

Feedback from customers may be used to improve the product.

4. Subscription

Caelis is delivered as an ongoing subscription unless otherwise agreed.

The subscription runs from the order date or the agreed activation date.

For monthly subscriptions, the Customer is invoiced or charged monthly in advance.

For annual subscriptions, the agreed annual amount is invoiced or charged in advance.

The subscription renews automatically for a new equivalent period until it is cancelled.

The Customer can change plans in the subscription administration. An upgrade to a higher plan, or a switch from monthly to annual billing, takes effect immediately; the price difference for the rest of the current period is calculated pro rata and charged. A downgrade, or a switch from annual to monthly billing, takes effect at the end of the current paid period, without credit for the remaining part.

When the plan changes, the Customer's data and history are kept in accordance with section 31.

5. Agreement period and cancellation

A monthly subscription is ongoing with no lock-in period. The Customer may cancel the subscription at any time. An annual subscription runs one year at a time, see section 6.

Enterprise has an agreement period of 12 months from the start date, unless expressly stated otherwise in the order or the offer. Notice of cancellation must be given no later than 30 days before the end of the agreement period; otherwise the agreement renews for a further 12 months.

An Enterprise pilot is governed by its own pilot agreement, normally for 90 days, and does not automatically convert into a 12-month agreement.

The cancellation takes effect at the end of the subscription period already paid for.

Subscription amounts already paid are normally not refunded.

The Customer retains access to the Service until the end of the paid period.

6. Annual subscriptions

With annual billing, the Customer pays for 10 months and receives a 12-month subscription. The annual amount is paid in advance.

An annual subscription runs for one year and renews automatically for a further year unless cancelled before the renewal date, unless otherwise agreed.

Cancellation during the year takes effect at the end of the annual period. The prepaid annual amount is normally not refunded, see section 5.

7. Prices

All B2B prices are as a general rule stated exclusive of VAT, unless otherwise indicated.

Current list prices (USD, before tax). Annual billing: pay for 10 months, get 12, prepaid for 12 months.

• Starter: $99/month
• Focus: $199/month
• Growth: $399/month
• Advanced: $699/month
• Scale: $1,499/month
• Enterprise: priced by scope
• Enterprise Plus: priced by scope

Caelis may offer different prices based on, among other things:

• subscription
• market
• currency
• campaign
• volume
• scope
• locations
• domains
• products
• individual enterprise agreement

The applicable price is shown before ordering.

8. Price changes

Caelis may change ordinary subscription prices.

Price increases on an existing ongoing subscription are announced with reasonable advance notice and normally take effect from the next relevant renewal period.

The Customer may cancel the subscription before the new price takes effect.

Specifically agreed campaign or enterprise terms follow the individual agreement.

9. Payment

Payment may be made through approved payment providers or by invoice.

The Customer is responsible for providing correct:

• company details
• invoicing details
• payment details
• VAT/organisation number
• contact details

For card payments, the Customer authorises Caelis and the payment provider to charge the agreed subscription amount at each renewal.

10. Non-payment

In the event of non-payment, Caelis may:

1. notify the Customer,
2. retry the payment,
3. restrict certain features,
4. suspend the Service, and
5. terminate the subscription if the breach continues.

This does not limit Caelis' right to collect outstanding amounts.

11. Scope and capacity

The subscription gives the Customer a defined business scope: how broadly Caelis actively works for the business, for example how many priority opportunities, offerings, markets, languages or locations are included, as stated in the chosen plan and the order. Every paid plan uses the same platform and workflow.

To ensure quality, predictable delivery and cost control, each plan has internal technical limits, for example for measurement, content production and updates in a period. These limits are not a separate product. If a limit is reached in a period, some tasks may wait until the next period. Caelis will not reduce the Customer's agreed scope without prior notice.

Caelis never automatically bills for usage beyond the subscription, and never begins additional work or expands the scope without the Customer's express prior approval. New opportunities Caelis finds do not change the price in themselves; the Customer decides whether to expand the scope, at a known price.

A market can be a geographic area, a product category, or a defined audience measured separately. Additional markets or languages are a scope expansion, approved by the Customer before it takes effect.

Customers on earlier plans keep their agreed terms and prices until the Customer changes plan, or until a change has been notified in accordance with section 8.

12. Living Assets and improvements

Caelis does not sell a specific number of articles, questions, scans or AI tokens. Within the agreed scope, Caelis prioritises which improvements are carried out — for example new Living Assets, updates to existing assets, technical improvements or distribution — based on documented demand and the Customer's goals.

A Living Asset is a publishable asset Caelis builds for the business — for example a comparison page, service page, calculator or decision engine — designed to be found and cited by AI models. An interactive Living Asset (AI chat, calculator or decision engine) is treated the same as any other Living Asset. Publishing the same Living Asset to multiple surfaces (for example the Customer's own website and a Caelis-hosted page) counts as one Living Asset, not several.

No Living Asset is published without the Customer's approval, see section 17.

13. Fair use

The Service is subject to reasonable use.

The Customer may not use the subscription in a way that:

• substantially exceeds normally expected usage for the plan
• places unreasonable load on the infrastructure
• automates mass usage beyond the agreed scope
• circumvents technical or commercial limits
• is used for businesses other than those the subscription covers

In the event of abnormally high usage, Caelis may contact the Customer to agree on an expanded scope or a different subscription.

14. AI services

Caelis uses artificial intelligence and may use models and technologies from third-party providers.

AI-generated analyses, recommendations and content are probabilistic and may contain:

• errors
• inaccuracies
• outdated information
• missing information
• incorrect conclusions

The Customer must carry out the necessary review where the content concerns matters in which errors could have material consequences.

Caelis must not be used as the sole basis for legal, medical, financial or other high-risk professional decisions.

15. No guarantee of rankings or financial results

Caelis shall work to improve the Customer's digital visibility and carry out relevant measures, but cannot control:

• ChatGPT
• Google
• Gemini
• Claude
• Perplexity
• search engines
• AI models
• external websites
• algorithm changes
• competitors
• user behaviour

Caelis therefore does not guarantee:

• specific rankings
• specific AI recommendations
• specific traffic volumes
• leads
• sales
• revenue
• ROI

Forecasts, opportunity values and revenue estimates are estimates and not guarantees.

16. Access to websites, CMS and third-party systems

Caelis does not require direct access to the Customer's website or CMS to deliver the Service.

Depending on the Customer's chosen setup, Caelis may:

• analyse publicly available information
• prepare recommendations and measures
• produce or optimize digital assets
• deliver publish-ready proposals
• export content and changes to the Customer
• connect to the Customer's CMS or other systems if the Customer expressly activates such an integration

Direct access to the Customer's CMS, website or other third-party systems occurs only when the Customer connects or approves the relevant integration.

17. Publishing and changes

Caelis does not publish to or change the Customer's website automatically unless the Customer has expressly activated functionality permitting this.

The Service may operate in different modes, including:

Recommendation Mode

Caelis analyses and proposes measures.

Draft Mode

Caelis creates finished drafts or assets that the Customer can review and publish itself.

Connected Publishing Mode

Caelis can send approved content to the Customer's connected CMS or publishing system.

Autonomous Mode

Caelis can carry out pre-approved actions automatically within rules and limits configured by the Customer.

The Customer decides the degree of access and autonomy Caelis is to have.

Caelis shall not be given greater access to the Customer's systems than is necessary for the functionality the Customer has chosen.

18. Customer responsibilities

The Customer is responsible for:

• its own business
• products and services
• information the Customer provides to Caelis
• rights to material that is uploaded
• the legality of published content
• necessary approvals
• its own legal and regulatory requirements
• access to its own third-party systems

The Customer shall not use Caelis for unlawful, misleading, infringing or harmful purposes.

19. Customer material

The Customer retains ownership of data, trademarks, images, texts, documents and other material the Customer makes available to Caelis.

The Customer grants Caelis a limited right to use the material to the extent necessary to deliver the Service.

20. Generated content

Subject to third-party rights and applicable law, the Customer may use content Caelis generates specifically for the Customer in its own business.

Caelis retains ownership of:

• the platform
• the source code
• the system architecture
• models and workflows
• prompts and system instructions
• algorithms
• internal data structures
• scoring methods
• general templates
• product methodology
• anonymised and aggregated learning patterns

The Customer acquires no rights to Caelis' underlying technology beyond the right to use the Service.

21. Feedback

The Customer may give Caelis suggestions, feedback and product ideas.

Caelis may use such general feedback to develop and improve the Service without separate compensation, provided this does not involve improper use or disclosure of the Customer's confidential information.

22. Data and privacy

Caelis processes personal data in accordance with applicable data protection law and Caelis' privacy policy.

Where Caelis processes personal data on behalf of the Customer as a data processor, the processing shall be governed by a relevant data processing agreement. A data processing agreement shall among other things govern the processing, the parties' duties and the data processor's obligations.

The Customer is responsible for ensuring that personal data transferred to Caelis has a valid legal basis where required.

23. Third-party services

Caelis may integrate with third-party services such as:

• CMS platforms
• analytics tools
• AI models
• hosting services
• databases
• payment providers
• CRM
• advertising and distribution platforms

Caelis is not responsible for errors, downtime, changes of terms or discontinuation of services from independent third-party providers.

24. Availability

Caelis works for high availability but does not guarantee that the Service will always be available without interruption.

Planned maintenance, security measures, third-party failures or circumstances outside Caelis' control may affect availability.

Any specific SLA terms apply only where expressly agreed.

25. Confidentiality

Both parties shall protect non-public information received from the other party that by its nature must be regarded as confidential.

Confidential information shall only be used to the extent necessary to perform the agreement.

26. Customer references

Caelis may not publicly use the Customer's name, logo or specific results as a customer case or marketing reference without the Customer's consent, unless otherwise expressly agreed.

Anonymised and aggregated product data may be used for statistics, benchmarking and product improvement to the extent lawful.

27. Security

Caelis shall use reasonable technical and organisational security measures appropriate to the nature and risk of the Service.

The Customer is responsible for:

• securing user accounts
• strong authentication mechanisms
• who is given access
• notifying Caelis on suspicion of misuse

28. Suspension

Caelis may temporarily suspend access where necessary due to:

• security
• unlawful use
• material breach
• non-payment
• misuse
• risk to the platform or other customers

Caelis shall, as far as practically possible, notify the Customer.

29. Cancellation by the Customer

The Customer may cancel a monthly subscription at any time through the available subscription administration or via another approved written channel. An annual subscription can be cancelled at any time, with effect from the end of the current annual period.

The cancellation stops future renewal.

The existing paid period normally runs to its end.

30. Termination by Caelis

Caelis may terminate the agreement in the event of material breach.

Upon ordinary discontinuation of a paid service, Caelis shall, as far as reasonable, give the Customer advance notice and access for the remainder of the current paid period, or another appropriate solution.

31. Data on termination

Upon termination, the Customer may lose access to the account and historical data.

Caelis may offer export functionality where supported.

Data may be deleted after termination in accordance with Caelis' retention routines, privacy policy and any data processing agreements.

The Customer should export necessary material before access ends.

32. Limitation of liability

Caelis is not liable for indirect losses, including:

• lost profits
• lost revenue
• lost business opportunities
• loss of goodwill
• consequential damages

unless otherwise required by mandatory law.

For B2B customers, Caelis' total liability under the agreement shall normally be limited to the amount the Customer has actually paid to Caelis in the 12 months preceding the event giving rise to the claim.

The limitation of liability does not apply where liability cannot lawfully be limited.

33. Force majeure

Neither party is liable for non-performance caused by circumstances outside the party's reasonable control, including major operational disruptions, natural events, war, government measures, extensive cyber incidents or material failure of critical third-party infrastructure.

34. Changes to the Terms

Caelis may update the Terms where necessary as a result of:

• product development
• changes in law
• security
• commercial changes
• new services

Material changes that negatively affect existing paying customers shall be announced in a reasonable manner before they take effect.

35. Order of precedence between contract documents

In the event of conflict, the following order applies:

1. a separately signed enterprise/customer agreement
2. the order confirmation
3. the data processing agreement for privacy matters
4. these Terms of Purchase
5. other product documentation

36. Governing law

The agreement is governed by Norwegian law.

Disputes shall first be sought resolved through negotiations between the parties.

If this does not succeed, the matter may be brought before the Norwegian courts with Caelis' agreed legal venue, unless mandatory rules provide otherwise.

37. Contact

Questions about subscriptions, payment or these Terms may be sent to the contact information stated on Caelis' website or in the Customer's account.

The Service is provided by Good2know AS, org. no. 929 826 280, Linderudsletta 9 B, 0597 Oslo, Norway.