Esoft Terms of Service
In force
Coconut self-sign-up — standard AI and hybrid products
Esoft International A/S · CVR 43443186 · Scandiagade 8, 6. · 2450 Copenhagen SV · Denmark
Version 1.0 · effective 1 November 2026 · all versions at esoft.com/terms
Key terms at a glance
This summary highlights selected provisions for convenience only. It does not replace or amend the Agreement.
Content and ownership
You retain ownership of your Input and must hold all necessary rights, permissions and lawful bases for its processing. Rights in Delivered Materials transfer only after full payment of all amounts due under the relevant Order. You may not use or publish them before full payment.
Download and storage
Delivered Materials are available for download for 14 days after delivery and are then deleted, unless longer storage is separately arranged. You are responsible for downloading and retaining your own copies.
Responsibility to Review
You must review these terms before use of the Platform. You are responsible for reviewing Delivered Materials prior to use or distribution.
Business use only
The Services are available exclusively to businesses. You must be authorised to accept the Agreement on the Client’s behalf.
Prepaid Credits
Credits are non-refundable and non-transferable. One Credit equals USD 1 of Services at the prices applicable when an Order is placed. Unused Credits expire 12 months after payment.
Changes and termination
Standard Prices may change with 14 days’ advance notice and these terms may change with 30 days’ advance notice.
1. General
1.1 Parties
These Terms of Service (“Terms”) constitute an agreement between Esoft International A/S, CVR 43443186, Scandiagade 8, 6., 2450 Copenhagen SV, Denmark (“Esoft”, “we”, “us”) and the business on whose behalf an account is created (“Client” or “you”).
1.2 Scope
The Terms govern all use and users of the Coconut platform (the “Platform”), the Esoft API and the standardized products and services available for ordering on the Platform, including AI-based and hybrid (AI and human) editing, virtual staging, virtual twilight and the other standard products listed on the Platform (the “Services”). These Terms shall apply for the duration of your use of the Services (“Term”).
1.3 Business use only
The Services are offered exclusively to businesses, including registered sole traders, and not to consumers.
By clicking “Accept”, you:
(a) confirm that you act in the course of a trade, business or profession;
(b) confirm that you have authority to bind the Client; and
(c) agree, on behalf of the Client, to be legally bound by these Terms.
If you do not agree to these Terms or do not have the required authority, you must not click “Accept”, create an account, or use the Services.
1.4 Contract Portfolio
The “Agreement” comprises the following documents:
(a) (if any) the Order Form or other separate written agreement signed or accepted by Esoft and the Client;
(b) these Terms;
(c) the Data Processing Agreement as amended from time to time, available at esoft.com/terms (“DPA”);
(d) the Standard Prices; and
(e) the applicable product descriptions and turnaround information published at esoft.com/terms and/or in the Platform.
In the event of any conflict or inconsistency between the Agreement documents, the documents shall prevail in the order set out above, and the DPA shall prevail only on data protection matters.
2. Accounts and Access
2.1 Account Registration
To create an account, the Client must provide Esoft with accurate and complete information, including but not limited to the Client’s legal name, registered address, country of incorporation, company registration number, VAT registration number (if applicable), invoicing email address, and the identity of the individual authorized to accept this Agreement on the Client’s behalf.
The Client shall notify Esoft and/or promptly update such information in the Platform to ensure that it remains accurate, complete and current throughout the Term.
2.2 Client Account Responsibility
Each Client may maintain only one account unless otherwise approved by Esoft in writing. The Client may authorize individual users to access and use the Services through its account.
The Client is responsible for all acts and omissions of its users and for ensuring that all users comply with this Agreement. Any act or omission by a user shall be deemed an act or omission of the Client.
2.3 Account Security
The Client shall maintain the confidentiality and security of all account credentials and authentication methods used to access the Services. Where available, the Client shall use single sign-on or other security features offered by Esoft.
The Client shall notify Esoft without undue delay upon becoming aware of any unauthorized access to, use of, or compromise of its account or credentials.
2.4 Responsibility for Account Activity
The Client is responsible for all activities conducted through its account. The Client shall use reasonable efforts to prevent unauthorized access to the Services and shall promptly disable access for users who are no longer authorized to access the account.
2.5 Verification and Eligibility
Esoft may verify the information provided by the Client during registration and may request additional documentation reasonably required to confirm the Client’s identity, authority, creditworthiness, eligibility or compliance with applicable laws.
Esoft may decline an account application at Esoft’s discretion. Where Esoft declines an account application, Esoft may contact the Client separately to discuss alternative commercial arrangements.
3. Ordering and delivery
3.1 Orders
Orders may be submitted through the Platform, the API, or an approved third-party integration pursuant to Clause 15.
Each order constitutes an offer by the Client to purchase the applicable Services under this Agreement at the prices and terms in effect at the time the Order is submitted.
Esoft reserves the right to reject any order for legitimate commercial, operational or legal reasons.
3.2 Input
The Client shall provide all media, data, instructions, specifications and other materials required for performance of the Services (the “Input”) through the Platform, the API or such other channels as Esoft may designate.
The Client is solely responsible for the accuracy, completeness, quality, legality and suitability of the Input for the requested Service and intended use of the Service deliverables (“Delivered Materials”).
This includes ensuring that:
(a) the Input meets the applicable technical requirements, specifications and file formats published by Esoft;
(b) the quality and resolution of the Input are sufficient for production of the relevant deliverables;
(c) all instructions, specifications and requirements provided by the Client are complete and accurate; and
(d) the Input is free from viruses, malware or other harmful code.
Esoft shall have no responsibility for defects, delays, quality issues or inability to perform the Services arising from incomplete, inaccurate, unsuitable or defective Input.
3.3 Delivery Times
All stated delivery times for the Services are estimated delivery times unless otherwise agreed in writing.
Esoft shall use commercially reasonable efforts to perform and deliver each Order within the applicable estimated delivery time. Unless expressly stated in a separate agreement, all delivery times are indicative only and do not constitute guaranteed delivery time commitments.
Delivery times shall be suspended during any period in which Esoft is awaiting Input, information, approvals, clarifications or actions from the Client.
Esoft shall not be liable for delays arising from factors beyond its reasonable control, including delays caused by the Client, third-party suppliers, integration partners, force majeure events or technical incidents.
3.4 Corrections
If a correction is required because Esoft failed to correctly perform the relevant order, Esoft will make the correction without additional charge. Correction requests must be submitted within the service-specific applicable deadline, and if no deadline is stated, within three (3) days after delivery and must reasonably describe the issue.
3.5 Additional Requests
A request to further alter the Delivered Materials will be treated in accordance with the applicable product description/pricing or separate agreement and will be billed accordingly.
3.6 Delivery and storage
Delivered Materials are made available for download on the Platform or through the API for 14 days after delivery and are then deleted. The Client is responsible for downloading and keeping its own copies. Longer storage may be offered as a separate service.
3.7 Changes
We may change, add or withdraw products and features. Changes do not affect orders already confirmed.
4. Prices and payment
4.1 Prices and Taxes
All prices are stated in United States Dollars (USD) and are exclusive of value added tax (VAT), sales taxes, goods and services taxes (GST), withholding taxes, customs duties, import duties, levies and any other applicable governmental charges.
The Client shall be responsible for all such taxes and charges, except taxes imposed on Esoft’s net income. Where applicable, the Client shall account for VAT under the reverse-charge mechanism in accordance with applicable law.
4.2 Invoicing and Payment
The Client shall pay Esoft by electronic bank transfer to the bank account designated by Esoft on the invoice, in accordance with the terms stipulated in the Client’s Order Form.
All payments shall be made in full, without deduction, withholding, set-off or counterclaim, except to the extent required by applicable law. Each Party shall bear any fees and charges imposed by its own banking institution in connection with a payment transaction.
4.3 Credit Limit
Esoft may before, or at any time during the Term, establish and maintain a credit limit for the Client at its sole discretion based on, among other things, the Client’s payment history, creditworthiness, anticipated order volume and Esoft’s credit-risk assessment.
The credit limit represents the maximum aggregate value of (i) unpaid invoices and (ii) accepted or delivered Orders that have not yet been invoiced. Esoft may amend, suspend or withdraw the credit limit at any time upon reasonable notice where justified by commercial, operational or credit-related considerations.
If acceptance of an Order would cause the Client to exceed its credit limit, Esoft may suspend acceptance, processing or delivery of further Orders until the outstanding balance has been reduced, additional security has been provided, payment has been received, or the credit limit has been increased by Esoft.
Any credit limit made available on the Platform is provided for informational purposes only and does not constitute a commitment by Esoft to accept Orders up to such amount.
4.4 Late Payment or non-payment
If the Client fails to pay an undisputed invoice or undisputed portion of an invoice when due, Esoft may:
(a) issue payment reminders and charge a reminder fee of USD 30 for each reminder;
(b) charge default interest on overdue amounts at a rate of 0.05% per day, accruing from the due date until payment is made in full;
(c) recover all reasonable costs incurred in collecting overdue amounts, including debt collection agency fees, legal fees and court costs to the extent permitted by applicable law;
(d) suspend performance of the Services and/or refuse to accept or process further Orders upon written notice; and
(e) terminate the Agreement upon written notice if the overdue amount remains unpaid for more than fourteen (14) business days following suspension.
The exercise of any rights under this clause shall not prejudice Esoft’s right to recover any outstanding amounts, accrued interest, fees or damages. Esoft shall not be liable for any loss, damage, delay or interruption resulting from a suspension or termination pursuant to this clause.
4.5 Invoice Disputes
The Client shall notify Esoft in writing of any good-faith dispute concerning an invoice within seven (7) days of the invoice date, specifying the disputed amount and the basis for the dispute in reasonable detail. Failure to provide such notice within the stated period shall constitute acceptance of the invoice.
The Client shall remain obligated to pay all undisputed amounts when due. The Parties shall cooperate in good faith to resolve any disputed invoice or amounts promptly.
4.6 Pricing Errors
Esoft may correct any manifest, obvious or typographical pricing errors displayed on the Platform, including after submission of an Order. Where correction of a pricing error results in an increase to the applicable price, Esoft shall notify the Client and the Client may cancel the affected Order without charge, if production or processing of the Order has not commenced.
4.7 Price Changes
Esoft may amend pricing from time to time by publishing updated prices on the Platform or, where appropriate, by writing to Client’s signatory and administrative users’ email addresses and providing at least fourteen (14) days’ prior notice by email and through the Platform.
Any price change shall apply only to Orders placed after the effective date of the revised prices. Orders accepted before such effective date shall remain subject to the prices applicable at the time the Order was placed.
4.8 Retention of Title and Rights of Use
Notwithstanding delivery of any deliverables, materials, images, data or other outputs provided by Esoft (the “Delivered Materials”), the use rights to the Delivered Materials shall remain vested in Esoft until all amounts due under the relevant Order, including any interest, fees and collection costs, have been paid in full.
Upon receipt of full payment, the rights expressly granted under Clause 6.4 shall automatically vest in the Client.
5. Prepaid Credits
Where made available or required by Esoft for the use of a particular service, the Client may purchase prepaid credits by card or other methods made available by Esoft (“Credits”).
5.1 Purchase and Use
One Credit equals USD $1.00 of Services at the prevailing prices in effect when an Order is placed, not when the credits are purchased.
The value of each accepted Order shall be deducted from the available Credits balance at the time the Order is accepted by Esoft. Once the Credit balance has been exhausted, subsequent Orders shall be invoiced and paid in accordance with Clause 4, unless Esoft specifies an alternative payment arrangement.
5.2 Nature of Credits
Credits constitute an advance payment for Services and do not represent a bank deposit, credit facility, stored-value product, electronic money, payment account, trust account or other regulated financial product.
Unless otherwise required by applicable law, Credits are non-refundable, non-transferable and shall not accrue interest. The Client shall not be entitled to any repayment, compensation or adjustment in respect of Credits except as expressly stated in these Terms.
5.3 Expiry of Credits
Unless otherwise agreed in writing, any unused Credits balance shall expire twelve (12) months after the date of purchase. The applicable expiry date shall be provided to the client upon purchase or otherwise displayed in the Client’s account on the Platform. Upon expiry, the unused Credits balance shall be forfeited without further compensation to the Client, except where prohibited by applicable law.
5.4 Suspension and Set-Off
Esoft may suspend the use of any Credits balance where reasonably necessary to investigate suspected fraud, unauthorized transactions, payment disputes, chargebacks, breaches of these Terms or compliance-related concerns. A chargeback or payment reversal on a Credit purchase cancels the corresponding Credits, is a material breach, and entitles Esoft to recover any amount already used plus associated fees.
Esoft may apply any available Credits balance against any amount owed by the Client under the Agreement, including overdue invoices, interest, fees, chargebacks or collection costs.
5.5 Promotional Credits
Promotional Credits have no monetary value, may carry a shorter validity period stated when issued, and may be revoked by Esoft at any time before use.
5.6 Termination and Suspension
If this Agreement is terminated by the Client for convenience, or by Esoft for the Client’s breach, all unused Credits are forfeited immediately. If Esoft terminates for convenience, Esoft will refund the purchase price of unused, unexpired Prepaid Credits on a pro rata basis. Credits keep expiring on schedule while an account is suspended.
6. Client Content and Intellectual Property Rights
6.1 Ownership of Client Content
As between the Parties, the Client retains all right, title and interest, including all intellectual property rights, in and to the data, images, materials, instructions, content and other information submitted, uploaded or otherwise provided by the Client in connection with the Services (the “Input”).
Except as expressly set out in this Agreement, Esoft acquires no ownership rights in the Input.
6.2 License to Esoft
The Client grants Esoft, its Affiliates, subcontractors and service providers a non-exclusive, perpetual, worldwide, royalty-free, sublicensable license to host, store, reproduce, transmit, process, format, adapt, modify, create derivative works from and otherwise use the Input and the Delivered Materials to the extent reasonably necessary to:
(a) provide, maintain and improve the Services;
(b) operate, secure, support and administer the platform and associated systems;
(c) perform quality assurance, troubleshooting and technical support activities;
(d) market the Platform by use of before-and-after reference images;
(e) comply with applicable laws, regulatory requirements and lawful requests from competent authorities; and
(f) exercise Esoft’s rights and perform its obligations under this Agreement, including but not limited to the training rights set out in Clause 7.4.
6.3 Client Representations, Warranties and Indemnity
The Client represents and warrants that:
(a) it owns or otherwise possesses all rights, licenses, permissions, consents and authorisations necessary for Esoft to receive, process, use and deliver the Input in accordance with this Agreement;
(b) the Input and its intended use do not infringe, misappropriate or otherwise violate any intellectual property, privacy, publicity or other rights of any third party;
(c) the Input complies with all applicable laws and regulations; and
(d) where the Input contains images, personal data or other third-party content, all necessary permissions and legal bases for processing have been obtained.
The Client shall indemnify, defend and hold Esoft harmless against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or relating to any breach of this Clause or any third-party claim alleging that the Input or the Client’s use of the Delivered Materials infringes any third-party rights or violates applicable law.
6.4 Delivered Materials
Subject to Clauses 4.8, 6.5 and 8, and conditional upon full payment of all amounts due under the relevant Order, all right, title and interest in and to the Delivered Materials shall automatically vest in the Client without further action by either Party.
To the extent any intellectual property rights in the Delivered Materials do not automatically transfer under applicable law, Esoft hereby assigns such rights to the Client upon receipt of full payment.
6.5 Esoft Intellectual Property and Reserved Rights
Esoft and its licensors retain all right, title and interest in and to:
(a) the platform, APIs, software, tools, databases, models, algorithms and infrastructure used to provide the Services;
(b) Esoft’s workflows, methodologies, processes, techniques, templates, know-how and trade secrets;
(c) any artificial intelligence, machine learning or computer vision models, training methods, systems and outputs developed independently of the Client’s Input; and
(d) any modifications, enhancements, derivatives, improvements or developments relating to any of the foregoing.
Except for the limited rights expressly granted to the Client under this Agreement, no rights, licences or interests in Esoft’s intellectual property are granted or transferred to the Client.
6.6 Aggregated and Anonymised Data
Provided that no Client, individual or property can be identified, Esoft may collect, generate and use aggregated, anonymised and statistical data derived from the provision of the Services for analytics, service improvement, benchmarking, security, product development and business operations.
Such aggregated and anonymised data shall not constitute Client Confidential Information.
6.7 Feedback
Any suggestions, enhancement requests, recommendations, ideas or other feedback provided by the Client regarding the Services (“Feedback”) may be used, implemented, modified and commercialised by Esoft without restriction and without any obligation, attribution, compensation or accounting to the Client.
The Client hereby grants Esoft a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free licence to use and exploit such Feedback for any lawful purpose.
7. Artificial Intelligence
7.1 Use of Artificial Intelligence
Esoft may use artificial intelligence (“AI”) technologies in the provision of certain Services. Services may be either:
(a) fully AI-generated;
(b) AI-assisted with human review or editing; or
(c) performed without the use of AI.
7.2 Review and Use of Delivered Materials
The Client acknowledges that AI-generated and AI-assisted outputs may contain inaccuracies, omissions, unintended artefacts, biases or other defects that are not always detectable through automated or human review.
Accordingly, the Client is responsible for reviewing and validating the Delivered Materials before publication, distribution or other use.
The Client remains solely responsible for ensuring that its use of the Delivered Materials complies with applicable laws, regulations, industry standards and professional obligations, including requirements relating to advertising, consumer protection, real estate marketing, intellectual property rights and mandatory disclosures.
7.3 Transparency and Disclosure
To the extent required by applicable law or Esoft’s AI governance framework, Delivered Materials that have been generated or materially altered through the use of AI may contain metadata, watermarks, labels, disclosures or other identifiers indicating such use.
The Client shall not remove, alter or circumvent any such identifiers where prohibited by law or reasonably required by Esoft’s policies.
The Client remains responsible for complying with any disclosure or transparency obligations applicable to its own use, publication, commercialization or onward distribution of the Delivered Materials.
7.4 Training and Service Improvement
The Client acknowledges that Esoft continuously develops, evaluates, tests and improves its technologies, workflows, models and Services.
Subject to applicable law, the DPA and any separate agreement between the Parties, the Client grants Esoft and its Affiliates the right to use Input and Delivered Materials for:
(a) quality assurance;
(b) service improvement;
(c) model evaluation and testing;
(d) development of new products and features; and
(e) training, fine-tuning and improvement of AI models and related technologies.
7.5 AI Governance and Compliance
Esoft maintains policies, procedures and controls governing its use of AI technologies, including the Data Ethics Policy and AI Compliance Framework. These documents are available upon request and are provided for reference only; they are not incorporated into this Agreement.
Esoft will use commercially reasonable efforts to operate its AI-enabled Services in accordance with applicable laws and regulations governing artificial intelligence, including, where applicable, the requirements of Regulation (EU) 2024/1689 (the “EU AI Act”).
Nothing in this Agreement shall be construed as a representation or warranty that a particular Service constitutes, or will continue to constitute, a specific risk classification under the EU AI Act or any successor legislation.
8. Acceptable use
8.1 Prohibited Use
The Client shall not, and shall ensure that its users do not:
(a) upload, submit, process or request Services in relation to any content that is unlawful, defamatory, fraudulent, misleading, abusive, obscene, sexually explicit, discriminatory, hateful or otherwise objectionable, or that violates any applicable law or regulation;
(b) upload, submit or process content that infringes or misappropriates any intellectual property rights, privacy rights, publicity rights, confidentiality obligations or other rights of any third party;
(c) use the Services to create, publish or distribute images, content or representations that are false, misleading or deceptive, including with respect to the characteristics, condition or appearance of a property, where such use would violate applicable laws, regulations, industry standards or professional obligations;
(d) reverse engineer, decompile, disassemble, attempt to derive source code from, or otherwise seek to access or extract the underlying software, algorithms, AI models, datasets, methodologies or technologies used in connection with the Services, except to the extent such restriction is prohibited by applicable law;
(e) scrape, crawl, probe, benchmark, monitor, overload or otherwise interfere with the operation, integrity, security or performance of the platform, API or related systems;
(f) circumvent, disable or interfere with any security measures, authentication controls, technical restrictions, rate limits or usage limitations implemented by Esoft;
(g) use the Services to develop, train or improve any competing products, services, AI models or machine-learning systems;
(h) sell, sublicense, lease, provide access to, or otherwise make available the platform, API or Services to any third party except as expressly permitted under this Agreement; or
(i) use the Services in any manner that may reasonably be expected to harm Esoft’s reputation, goodwill, security, operations or legitimate business interests.
8.2 Enforcement and Protective Measures
Esoft may investigate suspected violations of this Clause and may take such actions as are reasonably necessary to protect the Services, its customers, third parties or Esoft’s legitimate interests.
Where Esoft reasonably believes that the Client has violated, or is likely to violate, this Clause, Esoft may:
(a) reject or cancel an Order;
(b) remove, block or disable access to relevant content;
(c) suspend or restrict access to the Services, the platform, the API or specific functionality; and/or
(d) take any other measures reasonably necessary to prevent, mitigate or remedy the suspected violation.
Where reasonably practicable, Esoft shall provide notice to the Client before taking such action. However, Esoft may act without prior notice where immediate action is necessary for legal, regulatory, security or operational reasons.
If an Order is rejected or cancelled pursuant to this Clause after work has commenced, Esoft may retain fees corresponding to work already performed and costs already incurred.
9. Data protection
To the extent that Esoft processes personal data contained in the Input or the Delivered Materials on behalf of the Client, the Client acts as the data controller (or processor, as applicable) and Esoft acts as the data processor engaged by the Client.
The Parties shall comply with their respective obligations under applicable data protection laws, including, where applicable, Regulation (EU) 2016/679 (the “GDPR”) and equivalent data protection legislation.
The Data Processing Agreement (“DPA”) forms an integral part of this Agreement and governs such processing. The DPA is available at esoft.com/terms.
10. Availability, maintenance and support
10.1 Service Availability
Esoft shall use commercially reasonable efforts to maintain the availability, performance and security of the Services.
Information regarding service availability objectives, maintenance practices and service status is available at esoft.com/terms and may be updated from time to time.
10.2 Maintenance
Esoft may perform scheduled and emergency maintenance necessary to operate, maintain, secure or improve the Services.
Where reasonably practicable, Esoft will provide prior notice of scheduled maintenance on the Platform, by email or through other appropriate communication channels.
10.3 Support Services
Technical support is available through the Platform and via email at support@esoft.com.
Information regarding support channels, support hours and target response times is available at esoft.com/terms.
10.4 No Service Level Agreement
Unless expressly agreed in a separate written agreement, Esoft does not provide guaranteed service levels, uptime commitments, response times or service credits.
Any availability targets, performance objectives or response-time targets published by Esoft constitute operational objectives only and shall not create any contractual warranties or entitle the Client to compensation, service credits or other remedies.
11. Confidentiality
Except as permitted under Clauses 6 and 7 of this Agreement, each party must keep confidential all non-public information disclosed by or on behalf of the other party in connection with the agreement (“Confidential Information”), use it solely for the purposes of performing or receiving the Services, and disclose it only to personnel, professional advisers and subcontractors who have a need to know and are bound by confidentiality obligations no less protective than this Clause. These obligations do not apply to information that the receiving party can demonstrate: (a) is or becomes public other than through a breach of the agreement; (b) was lawfully known to it without restriction before disclosure; (c) is received lawfully from a third party without a duty of confidentiality; or (d) is independently developed without use of the Confidential Information. A party may disclose Confidential Information where required by law, provided that, where legally permitted, it gives the other party prompt notice and reasonable assistance.
12. Warranties and liability
12.1 Limited Performance Warranty
Esoft warrants that it shall perform the Services with commercially reasonable care, skill and diligence and substantially in accordance with the applicable product descriptions and specifications.
If the Delivered Materials materially fail to conform to this warranty and the Client submits a valid correction request in accordance with Clause 3.4, Esoft shall, at its option, either:
(a) re-perform the affected Services; or
(b) correct the relevant Delivered Materials.
The remedies set out in this Clause constitute the Client’s sole and exclusive remedy, and Esoft’s entire liability, for any failure of the Services to comply with the foregoing warranty, except to the extent otherwise required by applicable law.
12.2 Disclaimer of Warranties
Except as expressly stated in this Agreement, the Services, platform, APIs and Delivered Materials are provided on an “as available” and “as is” basis.
To the maximum extent permitted by applicable law, Esoft disclaims all other representations, warranties and conditions, whether express, implied or statutory, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, availability, accuracy or uninterrupted operation.
Without limiting the foregoing:
(a) Esoft does not warrant that the Services will be uninterrupted, error-free or available at all times;
(b) Esoft does not warrant that AI-generated or AI-assisted outputs will be accurate, complete, unbiased or suitable for any particular purpose;
(c) measurements, floor plans, virtual staging, property data and other derived outputs are provided for informational purposes only and should not be relied upon as legally binding, regulatory or professional measurements unless expressly agreed otherwise in writing; and
(d) the Client remains responsible for reviewing and validating all Delivered Materials before use.
12.3 Exclusion of Indirect Damages
Neither Party shall be liable to the other for any indirect, incidental, special, punitive or consequential damages, or for any loss of profit, revenue, business opportunity, anticipated savings, goodwill, reputation or data, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if advised of the possibility of such losses.
12.4 Limitation of Liability
Subject to Clause 12.5, Esoft’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid or payable by the Client to Esoft under this Agreement during the three (3) months immediately preceding the event giving rise to the claim.
All claims arising from the same facts, circumstances, event or series of related events shall be treated as a single claim for the purposes of this limitation.
12.5 Non-Excludable Liability
Nothing in this Agreement excludes or limits liability for:
(a) fraud or fraudulent misrepresentation;
(b) willful misconduct;
(c) gross negligence, to the extent such limitation is prohibited by applicable law;
(d) death or personal injury caused by negligence where such liability cannot lawfully be excluded; or
(e) any liability that may not be excluded or limited under applicable law.
12.6 Client Indemnity
The Client shall indemnify, defend and hold harmless Esoft, its Affiliates, officers, directors, employees and subcontractors from and against any third-party claims, liabilities, damages, losses, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to:
(a) the Input;
(b) the Client’s use, publication, distribution or commercialization of the Delivered Materials;
(c) any breach by the Client of this Agreement;
(d) any infringement, alleged infringement or misappropriation of third-party rights caused by the Input; or
(e) claims brought by the Client’s customers, end users, business partners, or impacted parties relating to the Client’s use of the Services or Delivered Materials, including but not limited to regulatory fines and claims arising from the non-disclosure of imagery digitally altered by AI.
12.7 Third-Party Systems and Connectivity
Esoft shall not be liable for any delays, interruptions, unavailability, corruption of data or other losses arising from:
(a) third-party software, infrastructure, telecommunications providers, hosting providers or integrations;
(b) failures of the Internet or other public networks;
(c) errors or failures in partner integrations, APIs or third-party platforms;
(d) unauthorized access resulting from the Client’s systems or credentials; or
(e) the Client’s misuse of the Services or failure to follow Esoft’s instructions, specifications or documentation.
12.8 Exclusive Remedies
Except where expressly stated otherwise in this Agreement, the remedies set out herein constitute the Parties’ exclusive remedies in connection with the Services and any claim arising under or relating to this Agreement.
13. Term, suspension and termination
13.1 Term
This Agreement shall enter into force on the earliest of: (i) the Client’s acceptance of these Terms, (ii) the creation of an account by the Client, or (iii) the Client’s first use of the Services.
The Agreement shall remain in effect until terminated in accordance with this Clause 13.
13.2 Termination by the Client
The Client may terminate this Agreement at any time by closing its account through the platform or by providing written notice to Esoft.
Termination shall not affect any Orders accepted by Esoft prior to the effective date of termination. All such Orders shall remain subject to this Agreement and all fees relating thereto shall remain payable.
13.3 Suspension Rights
Esoft may suspend the Client’s access to all or part of the Services immediately upon notice, or without prior notice where reasonably necessary, if:
(a) the Client breaches this Agreement;
(b) any payment obligation remains overdue;
(c) the Client exceeds an applicable credit limit;
(d) Esoft reasonably believes that the security, integrity or availability of the Services is at risk;
(e) the Client’s account, Input or use of the Services appears unlawful, fraudulent, abusive or otherwise in violation of applicable law; or
(f) suspension is required to comply with a legal, regulatory or governmental requirement.
Esoft shall use commercially reasonable efforts to notify the Client of any suspension and the reasons for such suspension where legally and operationally feasible.
13.4 Termination by Esoft
Esoft may terminate this Agreement:
(a) immediately upon written notice if the Client materially breaches this Agreement and, where the breach is capable of remedy, fails to remedy the breach within fourteen (14) days after receipt of written notice;
(b) in accordance with Clause 4.4 (non-payment);
(c) immediately if the Client becomes insolvent, enters liquidation, ceases business operations, becomes subject to bankruptcy or restructuring proceedings, or is otherwise unable to pay its debts as they become due; or
(d) for convenience upon thirty (30) days’ prior written notice.
13.5 Effect of Termination
Upon termination or expiry of this Agreement:
(a) the Client’s right to access and use the Services shall immediately cease;
(b) Esoft may disable the Client’s account and access credentials;
(c) all accrued payment obligations and other liabilities shall remain due and payable;
(d) any Orders accepted by Esoft prior to the effective date of termination may, at Esoft’s discretion, be completed and invoiced in accordance with this Agreement or cancelled upon notice to the Client;
(e) personal data shall be returned, retained or deleted in accordance with the DPA and applicable law;
(f) except where the Agreement has been terminated pursuant to Clause 4.4 or Clause 13.4(a), Delivered Materials that have been paid for shall remain available for download for fourteen (14) days following termination, after which Esoft may permanently delete them from its systems; and
(g) termination shall not affect any rights, remedies, obligations or liabilities accrued prior to the effective date of termination.
13.6 Survival
Any provision which by its nature is intended to survive termination or expiry of this Agreement shall remain in full force and effect, including provisions relating to payment obligations, intellectual property rights, confidentiality, data protection, AI training rights, limitations of liability, indemnities, dispute resolution and governing law.
14. Changes to these terms
14.1 Amendments to the Agreement
Esoft may amend this Agreement from time to time. Updated versions shall be published together with the applicable version number and effective date. Esoft shall provide notice of material amendments at least thirty (30) days prior to their effective date through email, the Platform and/or other reasonable communication channels, after which the updated terms shall take effect without further notice.
14.2 Material Changes
Where Esoft determines that an amendment materially affects the Client’s rights or obligations under this Agreement, the Client will be given 30 days’ written notice before the amendment enters into force.
Until the effective date, the Client may continue to use the Services under the then-current version of the Agreement or terminate the Agreement in accordance with Clause 13.2.
If the Client does not accept the revised Agreement, the Client may continue to access the account solely for the purpose of managing existing Orders and retrieving available Delivered Materials, but may not submit new Orders after the effective date of the revised Agreement.
14.3 Non-Material Changes
Amendments that do not materially affect the Client’s rights or obligations may take effect on the date specified by Esoft. Continued use of the Services after the effective date shall constitute acceptance of such amendments.
Examples of non-material amendments include, but are not limited to, administrative updates, corrections of errors, changes to contact information, clarification of existing provisions, reorganization of the Agreement, and updates required to reflect changes in products, features or technical processes that do not materially affect the Client’s rights or obligations.
14.4 Changes Required by Law or Security Requirements
Notwithstanding the foregoing, amendments required to comply with applicable law, regulatory requirements, court orders, governmental guidance, or to address material security, fraud-prevention or operational risks may take effect immediately or upon shorter notice than otherwise specified in this Clause.
Where reasonably practicable, Esoft shall notify the Client of such amendments in advance.
14.5 Price Changes
Changes to pricing, fees and charges shall be governed exclusively by Clause 4.7 and shall not constitute amendments to this Agreement for the purposes of this Clause 14.
15. Partner/API integrations
15.1 Integration Services
Esoft may make available integrations with third-party platforms and services (“Partner Platform”).
Use of a Partner Platform requires the Client to maintain a valid account with the relevant third-party provider under the terms and conditions applicable to such provider, in addition to maintaining an active account with Esoft under this Agreement.
15.2 Orders Submitted Through Integrations
Orders submitted through a Partner Platform shall be deemed Orders placed by the Client under this Agreement and shall be governed exclusively by the terms and conditions of this Agreement, including the applicable pricing provisions set out in Clause 4 or any separate agreement.
Esoft shall remain responsible solely for the Services provided by Esoft and shall not assume any responsibility for products, services, functionality or commitments provided by the Partner Platform.
15.3 Third-Party Platforms
Partner Platforms are operated by independent third parties and remain subject to their respective terms, privacy notices and operational practices.
Esoft does not control, and shall not be responsible or liable for:
(a) the availability, functionality, security or performance of any Partner Platform;
(b) any acts or omissions of a Partner Platform provider;
(c) any interruption, delay, inaccuracy or data loss arising from a Partner Platform; or
(d) the Partner Platform’s collection, processing, storage, disclosure or other handling of data.
Any rights or remedies relating to a Partner Platform must be pursued directly against the relevant third-party provider.
15.4 Data Exchange Through Integrations
Where the Client enables an integration, the Client authorizes Esoft to exchange data, including Input, Delivered Materials, order information and related metadata, with the applicable Partner Platform to the extent necessary to provide the integration and the Services requested by the Client.
The Client is responsible for assessing the suitability of the Partner Platform and ensuring that the Client’s use of such integration complies with applicable laws, contractual obligations and internal policies.
15.5 Changes to Integrations
Esoft may add, modify, suspend or discontinue any integration at any time.
Where reasonably practicable, Esoft will provide advance notice of material changes that may affect the Client’s use of an integration. The modification, suspension or discontinuation of an integration shall not constitute a breach of this Agreement, provided that such change does not materially affect any Order already accepted by Esoft.
15.6 API credentials and versions
The Client may access and use the Platform API in accordance with this Agreement and the applicable API documentation.
API keys, tokens and other authentication credentials are Client account credentials and are subject to the security and account-responsibility obligations in Clause 2. The Client shall keep such credentials confidential, prevent unauthorised use, promptly revoke or replace compromised credentials, and notify Esoft without undue delay of any suspected compromise.
Esoft may establish and modify rate limits, usage quotas and other technical restrictions to protect the security, stability and availability of the API. The Client shall comply with these restrictions and shall not circumvent or attempt to circumvent them. Esoft may throttle or temporarily suspend API access where applicable limits are exceeded.
Esoft may update, replace or deprecate API versions. Esoft shall provide at least thirty (30) days’ prior notice before discontinuing an API version or introducing changes that require the Client to modify its integration, unless a shorter period is reasonably necessary for legal or security reasons. The Client is responsible for updating its integrations within the notified period.
16. Miscellaneous
16.1 Subcontractors
Esoft may engage Affiliates, including Esoft Vietnam Co. Ltd., and other subcontractors or service providers in connection with the performance of the Services.
Esoft shall remain responsible for the performance of its subcontractors to the same extent as if the relevant obligations were performed directly by Esoft, except to the extent otherwise expressly provided in this Agreement.
16.2 Assignment
The Client may not assign, transfer, novate, delegate or otherwise dispose of any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without Esoft’s prior written consent.
Esoft may assign, transfer or novate this Agreement, in whole or in part, to:
(a) any Affiliate;
(b) any successor entity resulting from a merger, acquisition, corporate reorganization or sale of all or substantially all of Esoft’s business or assets relating to the Services; or
(c) any purchaser or successor of the relevant business activities, without the Client’s consent, by giving notice to the Client.
16.3 Force Majeure
Neither Party shall be liable for any delay, failure or interruption in the performance of its obligations under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including natural disasters, epidemics, pandemics, war, terrorism, civil unrest, labor disputes, governmental actions, utility failures, Internet disruptions, cyberattacks or failures of critical third-party infrastructure.
The affected Party shall use commercially reasonable efforts to mitigate the effects of the relevant event and resume performance as soon as reasonably practicable.
If a force majeure event continues for more than ninety (90) consecutive days and materially prevents performance of the Services, either Party may terminate this Agreement upon written notice.
16.4 Notices
Any notice required or permitted under this Agreement shall be given in writing and delivered by email to the addresses registered in the Client’s account or communicated through the Platform.
Notices shall be deemed received on the date of transmission, unless the sender receives an error message indicating that delivery has failed.
16.5 Entire Agreement
This Agreement, including the documents incorporated by reference pursuant to Clause 1.4, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, negotiations, understandings, representations, proposals and agreements relating thereto.
Each Party acknowledges that it has not relied upon any statement, representation, warranty or undertaking not expressly set out in this Agreement.
Any terms or conditions contained in a purchase order, supplier portal, procurement document or other document issued by the Client shall be void and without effect unless expressly accepted in writing by an authorized representative of Esoft.
16.6 Severability and No Waiver
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.
Any failure or delay by either Party in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy, nor shall any partial exercise preclude any further exercise thereof.
16.7 Language
This Agreement is drafted in the English language. Any translation is provided solely for convenience and informational purposes.
In the event of any inconsistency or conflict between the English version and any translated version, the English version shall prevail.
16.8 Independent Contractors
The Parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, employment relationship, fiduciary relationship or other form of legal association between the Parties.
Neither Party has authority to bind, contract on behalf of, or incur obligations for the other Party, unless expressly authorized in writing.
Except as expressly provided in this Agreement, no provision of this Agreement is intended to confer any rights or remedies upon any person other than the Parties and their permitted successors and assigns.
17. Governing law and disputes
17.1 Governing Law
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Denmark, excluding:
(a) its conflict of laws principles; and
(b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).
17.2 Amicable Resolution
The Parties shall use reasonable efforts to resolve any dispute, controversy or claim arising out of or in connection with this Agreement through good-faith negotiations before commencing formal legal proceedings.
Either Party may request that the dispute be escalated to appropriate management representatives of the Parties for resolution.
17.3 Jurisdiction
Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance or termination, that cannot be resolved in accordance with Clause 17.2 shall be submitted to the exclusive jurisdiction of the Danish courts.
The City Court of Copenhagen shall serve as the court of first instance.
18. Contact Information
Esoft International A/S, Scandiagade 8, 6., 2450 Copenhagen SV, Denmark. Legal and data protection: legal@esoft.com. Support: support@esoft.com or on the Platform.
