Terms of Use

1. Introduction

These Terms of Use ("Terms") govern your access to and use of the Implora platform ("Service") operated by Sky Made Simple ApS ("we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms.

Service Description: Implora is a B2B SaaS platform that enables organizations to run diagnostic tools on Microsoft 365 tenants and generate security assessment reports.

2. Eligibility

The Service is provided exclusively to business entities (B2B). You represent that:

• You are authorized to bind your organization to these Terms
• You are an authorized business user
• You will comply with all applicable laws and regulations

3. Account Registration & Access

3.1 User Authentication

• Access is granted through Microsoft Entra ID B2B authentication
• You must be invited as a guest user by our platform
• Group-based permissions determine your access level

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access

4. Service Usage

4.1 Permitted Use

You may use the Service to:

• Run diagnostic tools on Microsoft 365 tenants you are authorized to access
• Generate and download security assessment reports
• Manage tenant consent for diagnostic execution
• Track job execution and results
• Use AI-powered analysis features to process and interpret security assessment data

4.2 Prohibited Use

You may not:

• Access or attempt to access systems you are not authorized to access
• Interfere with or disrupt the Service or servers
• Reverse engineer, decompile, or disassemble any part of the Service
• Use the Service for any unlawful purpose
• Share your account credentials with unauthorized parties
• Exceed reasonable usage limits or attempt to abuse the Service

5. Tenant Authorization

Your Responsibilities:

You are solely responsible for:

• Obtaining proper authorization before running diagnostic tools on Microsoft 365 tenants
• Ensuring valid OAuth consent flows are completed
• Maintaining records of tenant consent
• Complying with data protection requirements for all tenants you access

Implora's Authorization:

• We ONLY access Microsoft 365 tenant data after you grant explicit OAuth consent through Microsoft's consent framework
• Access is legally authorized through Microsoft Entra ID admin consent mechanism
• We rely on Microsoft's identity verification and admin role validation
• Once consent is granted, we are authorized to collect data as specified in the OAuth consent permissions
• You can revoke consent at any time through your Microsoft Entra ID admin portal, which immediately terminates our access
• Data collection begins only after consent is granted and ceases immediately upon consent revocation

Consent Verification & Liability:

• We rely on Microsoft's OAuth consent mechanism to verify that you have authority to grant access
• We are not responsible for verifying whether the person granting consent has proper internal authority within your organization
• You must ensure that only authorized administrators with proper permissions grant consent to Implora
• If unauthorized consent is granted by someone within your organization, you must revoke it immediately via Microsoft Entra ID
• We are not liable for data access that occurs after consent is granted by someone you subsequently determine was not authorized

6. Data Processing

6.1 Data Controller/Processor Roles

• You are the Data Controller for tenant data processed through the Service
• We act as the Data Processor when processing data on your behalf
• A separate Data Processing Agreement (DPA) governs data processing activities
• View our DPA: https://implora.io/legal/

6.2 Multi-Tenancy

• All data is isolated by organization tenant ID
• You can only access data belonging to your organization
• Cross-tenant access is strictly prohibited

7. Intellectual Property

7.1 Our Rights

We retain all rights, title, and interest in:

• The Service platform and infrastructure
• Diagnostic tools and templates
• Report templates and designs
• Trademarks, logos, and branding

7.2 Your Rights

You retain all rights to:

• Your tenant data
• Custom configurations you create
• Reports generated from your data

7.3 License Grant

We grant you a limited, non-exclusive, non-transferable license to access and use the Service during the term of your subscription.

8. Service Availability & Support

8.1 Service Availability

• The Service is provided "as available" without guaranteed uptime
• We use commercially reasonable efforts to maintain service availability
• Service availability depends on third-party infrastructure (Microsoft Azure) and Microsoft Graph API availability
• Scheduled maintenance will be announced in advance when possible
• Emergency maintenance may occur without notice
• No Service Level Agreement (SLA) is provided unless specified in a separate enterprise agreement

8.2 Support

• Support is provided via email and the platform interface
• Response times vary by subscription tier
• We do not guarantee resolution of all issues

9. Fees & Payment

9.1 Subscription Fees

• Fees are based on your selected subscription plan
• Billing is handled through Azure Marketplace or manual invoicing
• Prices are displayed in your local currency as determined by Azure Marketplace
• Some plans include a number of tenants and charge for each additional tenant (see 9.4)

9.2 Payment Terms

• Base subscription fees are billed in advance based on your subscription plan (monthly or annual)
• Fees for additional tenants are billed monthly in arrears (see 9.4)
• Payment is due upon invoice
• Failed payments may result in service suspension
• All fees are non-refundable once the billing period has commenced

9.3 Cancellation & Refunds

Business-to-Business Transaction:

This is a B2B service. Danish law does not provide statutory withdrawal rights (fortrydelsesret) for business purchases. By subscribing, you acknowledge that you are purchasing as a business entity without consumer withdrawal rights.

Cancellation Terms:

• You may cancel your subscription at any time through the platform
• Cancellation takes effect at the end of your current billing period
• Already paid subscription fees are non-refundable
• No pro-rata refunds for partial periods

No Refunds for Used Services:

No refunds are provided once you have:

• Generated one or more security assessment reports
• Executed diagnostic tools on any tenant
• Accessed or downloaded any reports or data

These are digital services that are considered consumed upon use.

Exceptions:

We may provide refunds at our sole discretion for:

• Technical failures preventing service access
• Billing errors
• Other extraordinary circumstances

Contact hello@implora.io for refund requests.

9.4 Additional Tenants

This section applies to plans that include a number of tenants and charge for each tenant beyond them.

• A tenant counts once its admin consent is complete. Tenants awaiting consent are not charged.
• We count your tenants once a day. Each calendar month (UTC) is charged on the highest count that month, less the tenants your plan includes.
• A tenant added during a month is charged for the whole month. There are no pro-rata charges.
• A tenant you remove stays charged until the end of that month and is not charged from the next month.
• The charge follows the highest number of tenants connected at the same time, not the number of different tenants connected during the month.
• A free trial waives the base subscription fee only. Additional tenants are charged from the first day, including during the trial.
• The price per additional tenant is the price in your plan, or in your private offer or separate agreement where one applies.

10. Cloud Service Switching (EU Data Act)

EU residents have these rights under the EU Data Act:

10.1 Termination Rights

• You may terminate the Service with 2 months' notice
• You may switch to another provider at any time

10.2 Data Portability

• We will transfer your data within 30 days of request
• Data will be provided in a structured, commonly used format
• We will assist with migration to another provider

10.3 Switching Fees

• No fees for switching providers (as of 2027)
• Transitional fees may apply before 2027

11. Liability & Warranties

11.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING:

• MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• UNINTERRUPTED OR ERROR-FREE OPERATION
• ACCURACY OF RESULTS

11.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• We are not liable for indirect, incidental, or consequential damages
• Our total liability for commercial claims between the parties is limited to fees paid in the 12 months preceding the claim
• We are not responsible for data loss, business interruption, or lost profits

GDPR Data Subject Compensation:

This limitation does not apply to compensation owed to data subjects under GDPR Article 82. We remain fully liable to data subjects for damages caused by data protection violations, regardless of this contractual limitation.

11.3 Indemnification

You agree to indemnify us against claims arising from:

• Your violation of these Terms
• Your unauthorized use of the Service
• Your violation of applicable laws or third-party rights

12. Term & Termination

12.1 Term

These Terms remain in effect while you use the Service.

12.2 Termination by You

• You may cancel your subscription at any time
• Cancellation takes effect at the end of your current billing period
• Already paid fees are non-refundable (see Section 9.3)
• EU users must receive data portability within 30 days (EU Data Act)

12.3 Termination by Us

We may suspend or terminate your access if:

• You violate these Terms
• Your account is inactive for an extended period
• Required by law or legal process
• You fail to pay fees

12.4 Effect of Termination

Upon termination:

• Your access to the Service will cease
• We will delete your data according to our retention policy
• You remain liable for fees incurred before termination

13. Modifications

13.1 Changes to Terms

• We may update these Terms at any time
• We will notify you of material changes via email or platform notice
• Continued use after changes constitutes acceptance

13.2 Changes to Service

• We may modify, suspend, or discontinue any part of the Service
• We will provide reasonable notice for material changes
• No refunds for discontinued features

14. Governing Law & Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of Denmark, excluding conflict of law principles.

14.2 Jurisdiction

Any disputes shall be resolved in the courts of Denmark.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and DPA, constitute the entire agreement between you and us.

15.2 Severability

If any provision is found invalid, the remaining provisions remain in effect.

15.3 No Waiver

Our failure to enforce any provision does not constitute a waiver.

15.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms to any successor entity.

15.5 Force Majeure

We are not liable for delays or failures due to circumstances beyond our reasonable control.

16. Contact Information

For questions about these Terms:

Sky Made Simple ApS

VAT: DK 43434527
Email: hello@implora.io
Website: https://implora.io

Danish Data Protection Agency (Datatilsynet):

Website: https://www.datatilsynet.dk
(For GDPR-related inquiries)

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.