1. Introduction

These Terms of Service (hereinafter “Terms”) govern the use of services provided by Celeri AS and its subsidiaries (hereinafter collectively “the Company” or “Celeri”). Celeri AS is a Norwegian entity registered in Brønnøysundregistrene with registration no. 926 716 417.

By accessing the Company’s website (“the Website”), web portal (“the Portal”), or mobile application (“the App”), users acknowledge and agree to be bound by these Terms. These Terms apply to all current and future services provided by Celeri, including any new features, tools, or platforms introduced over time.

2. Definitions

The following definitions apply throughout these Terms:

Company: Refers to Celeri AS (registration no. 926 716 417) and its subsidiaries.

Service: Refers to the full suite of services provided by the Company under the Celeri brand, accessible through the Website (https://www.celeri.today), the Portal, the App, and associated communication channels including chat, email, and telephone. This includes the payroll engine, workforce management tools, embedded finance features, and any ancillary services offered now or in the future.

User: Encompasses employers, employer representatives, employees, staffing agencies, accounting firms, or any other individual or organization utilizing the Service in any capacity.

Platform: Refers collectively to the Website, Portal, App, and any integrated third-party tools forming part of the Service.

Payment Services: Refers to payment processing, wage disbursement, and related financial services facilitated through licensed payment service providers integrated into the Platform.

Data Protection Laws: The EU General Data Protection Regulation (EU 2016/679) and applicable national data protection legislation, including the Norwegian Data Protection Act.

3. Application of Terms of Use

3.a Utilization of the Service is contingent upon acceptance of these Terms.

3.b Accessing the Service requires User registration and the creation of an account.

3.c Upon registration, the User confirms having read, understood, and agreed to comply with these Terms, applicable laws, and ethical standards.

3.d The User confirms awareness of the Company’s Privacy Policy, accessible via the Website.

3.e Non-acceptance of these Terms renders the User ineligible to use the Service.

3.f The Company retains the right to modify these Terms at any time. Material changes will be communicated via the Platform or directly to active Users through registered contact details, with reasonable notice provided prior to changes taking effect.

4. Service Description

4.a The Service is an agentic payroll and workforce compensation platform designed to serve businesses employing frontline workers across sectors including staffing, hospitality (HORECA), logistics, industrial, and healthcare.

4.b The Platform enables employers and their representatives to manage payroll, compensation calculations, wage disbursements, and related workforce administration tasks in an efficient and compliant manner.

4.c Users may include employers, company representatives, employees, staffing agencies, and accounting firms duly authorized to act within the Platform on behalf of a principal entity.

4.d The Service is an electronic tool designed to assist Users in fulfilling compensation-related obligations. It does not replace the User’s legal obligations as an employer.

4.e Use of the Service is strictly limited to lawful activities compliant with applicable employment, tax, and financial regulations.

4.f The Company acts solely as a service provider and is not a party to employment agreements, work contracts, or transactions conducted between Users on the Platform.

4.g The Company bears no liability for the quality or execution of services exchanged or compensated for via the Platform.

4.h The Company reserves the right to introduce, modify, or discontinue features at its discretion, with reasonable notice where operationally feasible. New services or integrations may be added to the Platform over time and shall be governed by these Terms unless separate terms are introduced.

5. Payment Services

5.a Payment services within the Platform are facilitated through licensed and regulated payment service providers. The Company partners with payment service providers that are authorized under applicable financial services regulations in the jurisdictions in which they operate.

5.b The Company’s current primary payment services partner is ZTL Payment Solutions AS, a Norwegian payment institution authorized by Finanstilsynet (the Norwegian Financial Supervisory Authority). Users of payment-related features are subject to ZTL’s terms and conditions in addition to these Terms.

5.c The Company may onboard additional or alternative payment service providers over time to expand coverage, improve reliability, or serve Users in new markets. Any such additions will be communicated to affected Users in advance.

5.d The Company does not itself hold, process, or transmit funds. All payment processing, settlement, and fund management is performed by the relevant licensed payment service provider.

5.e The Company is not liable for delays, failures, or errors in payment processing attributable to the payment service provider, financial institutions, or factors outside the Company’s control.

5.f Users are responsible for ensuring that payment instructions, bank details, and payroll data entered into the Platform are accurate and up to date. The Company is not liable for misdirected payments resulting from User error.

6. Data Protection

The Company processes personal data in strict accordance with applicable Data Protection Laws. The Company’s Privacy Policy, accessible via the Website, details the categories of data processed, the purposes of processing, retention periods, and User rights.

6.a Personal data provided during registration and account creation constitutes personal data within the meaning of applicable Data Protection Laws.

6.b The Platform uses cookies in accordance with applicable regulations and the Company’s Cookies Policy, which forms part of the Privacy Policy.

6.c The Company employs appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or misuse.

6.d Data may be processed by authorized third-party service providers (including cloud infrastructure and payment partners) under appropriate data processing agreements that ensure equivalent levels of protection.

7. Intellectual Property

7.a The Company grants Users a limited, non-exclusive, non-transferable right to access and use the Platform solely for the purposes described in these Terms.

7.b All intellectual property rights in the Platform, including software, design, content, trademarks, and documentation, remain the exclusive property of the Company or its licensors.

7.c Users may not reproduce, modify, distribute, reverse-engineer, or create derivative works from any part of the Platform without prior written consent from the Company.

7.d Users are responsible for all materials and content submitted to the Platform, and warrant that such content does not infringe the rights of any third party.

7.e The Company may remove content that violates applicable law, these Terms, or good practice without prior notice.

7.f By submitting content to the Platform, Users grant the Company a non-exclusive license to use, process, and display such content as necessary to provide the Service.

8. Limitations Of Liability

8.a The Company is not an employment agency and is not a party to any employment or service agreements between Users.

8.b The Company does not manage insurance on behalf of Users. Users are responsible for maintaining statutory insurance required under applicable employment law.

8.c All disputes arising from agreements concluded between Users via the Platform shall be resolved directly between the relevant parties.

8.d The Company is not responsible for the accuracy, completeness, or uninterrupted availability of information within the Platform.

8.e The Company is not liable for indirect, incidental, or consequential damages arising from use of the Service, including loss of data or business interruption.

8.f Upon discovering an error in the Service, Users must promptly notify the Company. The Company will endeavor to rectify verified errors without charge. Failure to report known errors may limit subsequent claims related to those errors.

8.g The Company is not liable for the User’s tax obligations or any damages resulting from incomplete or inaccurate information provided by the User.

8.h The Company’s maximum aggregate liability for direct damages caused by its own negligence is capped at €5,000 per incident and €10,000 per calendar year.

8.i The Company is not liable for delays or failures caused by circumstances beyond its reasonable control, including telecommunications disruptions, cyberattacks, natural disasters, or industrial action.

9. Service Availability and Support

9.a The Company endeavors to maintain continuous availability of the Service but does not guarantee uninterrupted operation. Planned maintenance will be communicated in advance where reasonably practicable.

9.b The Company is not liable for service disruptions caused by third-party infrastructure providers, including cloud hosting or payment service providers.

9.c Customer support is provided primarily via in-platform chat and email. The Company will respond to support requests as promptly as operationally feasible.

10. Third-Party Service Providers

The Company delivers certain elements of the Service through carefully selected third-party providers. By using the Service, Users agree to comply with the terms and conditions of applicable third-party providers to the extent they interact with such services.

Current key service providers include:

ZTL Payment Solutions AS: A Norwegian payment institution (org. no. 921 077 105) authorized and supervised by Finanstilsynet, providing payment processing and wage disbursement services integrated into the Platform. ZTL Payment Solutions AS is headquartered in Oslo, Norway. Applicable terms: https://www.ztl.no/terms

Google Cloud Platform (GCP): Infrastructure and cloud services provided by Google LLC, a subsidiary of Alphabet Inc., headquartered at 1600 Amphitheatre Parkway, Mountain View, CA 94043, United States. Applicable terms: https://cloud.google.com/terms

The Company may engage additional or alternative service providers over time. Where such providers process personal data or handle payments on behalf of Users, the Company will ensure appropriate contractual protections are in place and will communicate relevant changes to affected Users.

11. Applicable Law and Dispute Resolution

11.a These Terms are governed by Norwegian law.

11.b In the event of a dispute between the Company and a User, the parties shall first seek resolution through good-faith negotiations.

11.c If the dispute cannot be resolved through negotiation within 30 days, it shall be submitted to the Oslo District Court (Oslo tingrett) for final resolution, with proceedings conducted in Norwegian, unless the parties agree otherwise in writing.

12. General Provisions

12.a If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.b The Company’s failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

12.c These Terms constitute the entire agreement between the Company and the User with respect to the Service and supersede all prior agreements or understandings.

12.d The Company may assign its rights and obligations under these Terms to a successor entity in connection with a merger, acquisition, or sale of assets, with notice to Users.

Published: April 2025 | Version 2.0 | Supersedes all prior versions Celeri AS, Org. No. 926 716 417, Oslo, Norway