Terms of Service

These terms and conditions (the “Terms”) govern the use of the software and services provided by Repax ApS, VAT no. DK45692167, Nørregade 33, 4., 1165 Copenhagen, Denmark (“Repax”). Repax is a software company. By creating an account, using the Platform or ordering Compliance Services, you accept these Terms on behalf of the company you represent (the “Customer”).

The Services are business-to-business services. They are not intended for use by consumers.

Definitions

Platform means the software, applications, portals, interfaces, modules and features that Repax makes available to the Customer under any name or brand, as changed from time to time.

Compliance Services means the services described in clause 10 that Repax performs for the Customer toward Authorities for a Compliance Unit under an Order Confirmation.

Services means the Platform and the Compliance Services.

User means any individual created by the Customer who accesses the Platform using their own login credentials.

Subscription means the free or paid plan under which the Customer accesses the Platform.

Usage unit means the unit the Platform counts to determine the Customer’s plan tier, such as an order, product or record, as defined within the Platform.

EPR legislation means any law or regulation on extended producer responsibility or similar producer obligations, in any jurisdiction, as in force from time to time.

Authority means any national register, producer responsibility organisation, compliance scheme, clearing house, government body or other third party toward which obligations under EPR legislation are registered, reported or paid.

Compliance Unit means one country combined with one waste stream or product category (for example packaging, batteries or electrical equipment) for which the Customer has ordered Compliance Services.

Order Confirmation means Repax’s confirmation, in the Platform or in writing, of the Compliance Units and services ordered and the applicable prices.

Partner means a third party engaged by Repax to perform any part of the Compliance Services, including a company acting as Authorised Representative.

Authorised Representative means a person or company established in the country of a Compliance Unit and appointed under EPR legislation to fulfil the Customer’s producer obligations in that country.

AR Service means Repax arranging and managing an Authorised Representative for a Compliance Unit through a Partner.

Mandate means the written authorisation the Customer gives Repax under clause 12, together with any national form the Customer signs at Repax’s request.

Sign-off means the Customer’s approval of a filing in the Platform before Repax submits it to an Authority.

Data Cut-off means the date shown in the Platform by which Sign-off must be given for a filing.

Service Fee means Repax’s recurring fee for a Compliance Unit.

Registration Fee means Repax’s one-time fee for setting up a Compliance Unit.

Third-Party Fees means all fees, contributions, charges, levies, deposits, guarantees and costs imposed by an Authority for a Compliance Unit, consisting of Fixed Fees (such as registration, membership and annual fees) and Variable Fees (such as quantity-based contributions, eco-modulated fees, minimum contributions and surcharges).

Management Fee means Repax’s fee for handling Variable Fees, as stated in the price list.

Customer data means data the Customer or its Users enter into or generate on the Platform, including product specifications, material data, quantities, reports and documents.

Usage data means data generated through use of the Services, including technical and traffic information such as operating system, browser type, IP address, session duration and aggregated usage statistics.

Part A. General

1. Acceptance and scope

1.1 These Terms are accepted when the Customer creates an account, accesses the Platform, places an order for Compliance Services or otherwise indicates acceptance. The person accepting these Terms confirms they have the authority to do so on behalf of the Customer.

1.2 Part A and Part D apply to all Services. Part B applies to Subscriptions. Part C applies from the moment the Customer orders a Compliance Unit and prevails over Parts A, B and D for the Compliance Services in case of conflict.

1.3 An Order Confirmation, the price list and any written agreement signed by both parties form part of the agreement. In case of conflict, a signed written agreement prevails over the Order Confirmation, which prevails over these Terms.

1.4 Each User must be familiar with and act in accordance with these Terms at all times.

2. Account and users

2.1 The Customer is responsible for keeping all account information, including company name, address, VAT number, contact persons and email addresses, accurate and up to date. Notices Repax sends to the contact details on file are deemed received.

2.2 Login credentials are unique to each User and may not be shared. Any breach of this provision is a material breach of these Terms.

2.3 The Customer is responsible for all actions taken through its account and by its Users, including Users who have left the Customer but whose access the Customer has not revoked.

3. Use of the Platform

3.1 The Platform is provided as software as a service and is made available as-is. The Customer obtains a non-exclusive, non-transferable right to access and use the Platform for its own business for the duration of the agreement. No ownership of the Platform or any copy thereof is transferred to the Customer at any time.

3.2 The Platform must not be used in any way that could damage Repax’s name, reputation or goodwill, or that is in violation of applicable law or regulation.

3.3 Repax may suspend access to the Platform in cases of justified suspicion of misuse, abuse, security threats or attacks on an account or the Platform itself.

3.4 Automated extraction of data from the Platform, including scraping, is not permitted without Repax’s written consent.

4. Customer data

4.1 The Customer owns its Customer data and is the data controller for any personal data in it. Repax processes such personal data as a data processor on the Customer’s behalf, in accordance with applicable data protection legislation.

4.2 The Customer is solely responsible for the accuracy, completeness and lawfulness of Customer data. Repax does not verify Customer data.

4.3 Repax may use Customer data in anonymised or aggregated form to maintain, develop and improve the Services.

4.4 Repax may disclose Customer data to third parties or authorities where required by applicable law, court order or regulatory requirement, in connection with insolvency proceedings, or as set out in clause 21 for Compliance Services.

4.5 Following termination of the agreement, Customer data on the Platform is retained for 30 days for the purpose of export, after which it is permanently deleted from production systems, except for records Repax must keep under clause 21 or applicable law. Residual copies in encrypted backups are purged as those backups age out of Repax's retention window, within 60 days. Statutory retention obligations, including under EPR legislation, remain the Customer’s. The Customer is responsible for exporting, before deletion, the data and documents it must retain; Customer data can be exported from the Platform during the agreement and during the 30-day period.

5. Usage data

5.1 Repax is the data controller for usage data to the extent that it contains personal data. For further information on how Repax processes personal data, please refer to our privacy policy at www.repax.io/privacy-policy.

5.2 Repax may use usage data for statistical analysis and to improve the Services.

Part B. Platform subscriptions

6. Plans and usage limits

6.1 Repax may offer a permanent free plan with limited functionality. Paid plans are available with extended functionality and higher usage limits, billed either monthly or annually.

6.2 The Customer’s applicable plan is determined by the number of usage units on the Platform. If the Customer exceeds the usage limit of its current plan, the plan is automatically upgraded to the next applicable tier with immediate effect.

6.3 The Customer is notified of any automatic upgrade and the associated change in price. By continuing to use the Platform, the Customer accepts the upgraded plan and its pricing.

7. Billing and price changes

7.1 Subscriptions are billed monthly or annually, as selected by the Customer at the time of purchase. Payment is due immediately upon the start of each billing period.

7.2 If payment is not received, access to the Platform is suspended. Repax may terminate the Subscription if payment remains outstanding.

7.3 All prices are in EUR and exclusive of VAT. Current pricing is available at www.repax.io/pricing.

7.4 Repax may change Subscription pricing with one month’s notice. Continued use of the Platform after a price change constitutes acceptance of the new pricing.

8. Cancellation and termination of Subscriptions

8.1 The Customer may cancel a Subscription at any time through the Platform. Cancellation takes effect at the end of the current billing period, whether monthly or annual, and no refunds are issued for the remaining period.

8.2 The Customer retains access to the Platform until the end of the paid billing period. The account then enters a 30-day grace period during which Customer data is available for export, after which it is deleted in accordance with clause 4.5.

8.3 Repax may terminate a Subscription with immediate effect in the event of a material breach of these Terms or the Customer’s insolvency or bankruptcy, and with six months’ notice for any other reason.

8.4 Free accounts that have been inactive for more than 18 months may be closed by Repax with one month’s notice. Inactivity means no login activity on the account.

9. Documents and reports generated on the Platform

9.1 The Platform can generate reports, declarations, certificates and other documents from Customer data. Their content, the evidence behind them and any signature on them are the Customer’s. Repax provides tooling and templates only.

9.2 Repax does not certify, test, audit or legally assess Customer data or the documents generated from it, and does not warrant that a document meets the requirements of any law or of any recipient. Any person signing a document remains responsible for the statements in it.

9.3 The Customer is responsible for submitting documents generated on the Platform to any third party, unless Repax has undertaken to file them under Part C.

Part C. Compliance Services

10. What Compliance Services are

10.1 Compliance Services are ordered per Compliance Unit and specified in the Order Confirmation. Unless the Order Confirmation states otherwise, Compliance Services for a Compliance Unit consist of:

1. preparing and submitting the Customer’s registration with the relevant Authority and, where the Authority requires it, the Customer’s membership of a producer responsibility organisation or scheme;
2. submitting the periodic reports the Customer has signed off under clause 15, in the cadence the Authority requires;
3. monitoring the Authority’s deadlines for the Compliance Unit and notifying the Customer in the Platform and by email;
4. updating the Customer’s register data with the Authority on the Customer’s instruction;
5. invoicing Third-Party Fees under clause 16 and remitting funds received to the Authority where Repax handles payment;
6. deregistering the Compliance Unit or handing it over on termination under clause 19;
7. the AR Service, where ordered.

10.2 Compliance Services do not include, unless separately agreed in writing:

1. determining whether the Customer is an obligated producer, which products, materials or quantities are in scope, or whether an Authorised Representative is required;
2. classifying products or materials, calculating weights or quantities, or verifying Customer data;
3. registrations, reports or fees for periods before the Compliance Unit was ordered;
4. financial guarantees, insurance or deposits required by an Authority;
5. statutory audits, certifications or inspections, and responding to them beyond forwarding correspondence;
6. representing the Customer in inspections, disputes, appeals or proceedings before any Authority or court;
7. legal or tax advice;
8. any act an Authority requires the Customer to perform personally, such as registrations or filings that cannot be delegated under local law;
9. deposit-return systems, take-back logistics, waste collection or recycling;
10. large-producer surcharges, thresholds or obligations beyond the standard producer scope stated in the Order Confirmation.

10.3 Information Repax provides on EPR legislation, obligations, Authorities or fees, in the Platform or otherwise, is general information for orientation. It is not legal advice, may be incomplete or outdated, and the Customer may not rely on it as confirmation of its obligations.

11. Repax’s role

11.1 Repax performs Compliance Services as an intermediary between the Customer and the Authorities and, to the extent the Mandate provides, as the Customer’s agent. Repax acts on the Customer’s instructions and on the basis of Customer data.

11.2 Repax is not the producer, importer or distributor of the Customer’s products, not a producer responsibility organisation, not an Authority and not the Customer’s Authorised Representative. Repax does not assume, and nothing in these Terms transfers to Repax, any of the Customer’s obligations under EPR legislation.

11.3 The Customer remains solely responsible for complying with EPR legislation in every jurisdiction, including for whether it is obligated, for what it reports, for paying what the Authorities charge and for the consequences of any non-compliance.

11.4 Repax undertakes to perform the ordered Compliance Services with reasonable care. Repax does not promise any result. Repax is under no circumstances responsible for the Customer obtaining a registration, registration number, membership, approval or confirmation from an Authority, or for an Authority accepting a filing or reaching a particular decision.

11.5 Where the Customer holds an account, membership or registration with an Authority in its own name, Repax acts through that account under the Mandate. The Customer remains party to that relationship and bound by the Authority’s terms.

12. Mandate

12.1 Before Repax acts toward any Authority, the Customer signs Repax’s Mandate authorising Repax, and any Partner Repax appoints, to register, report, communicate, pay and receive on the Customer’s behalf, and to select, appoint and instruct an Authorised Representative for the Customer.

12.2 Where an Authority requires the Customer’s own signature, a national form, a language-specific mandate or specific identity or company documents, the Customer provides them within 10 business days of Repax’s request. Repax may decide the form and wording of such documents to meet the Authority’s requirements.

12.3 Repax cannot act, and is not liable for any delay or non-performance, for as long as a Mandate or a document under clause 12.2 is missing, incomplete or invalid.

12.4 The Customer warrants that it has not appointed another Authorised Representative and holds no other registration or membership for the same Compliance Unit, unless disclosed to Repax in writing before the order, and that it has the authority to grant the Mandate.

13. Authorised Representative

13.1 Whether an Authorised Representative is required for a Compliance Unit depends on the local law of that country and on the Customer’s circumstances. The Customer determines whether it requires an Authorised Representative. Repax may indicate in the Platform that an Authorised Representative is commonly required, but gives no assurance in either direction and has no duty to identify the requirement.

13.2 The Customer may order the AR Service for a Compliance Unit. Repax then selects, appoints, instructs and manages an Authorised Representative through a Partner of Repax’s choice. Repax remains the Customer’s sole point of contact. Repax discloses the identity of the Authorised Representative where an Authority or the law requires it, and otherwise on the Customer’s request.

13.3 Where an Authority or Repax finds that an Authorised Representative is required for a Compliance Unit and the Customer has not ordered the AR Service, Repax may decline, suspend or terminate the Compliance Unit. The Registration Fee and any Third-Party Fees already incurred are not refunded.

13.4 For Compliance Units managed by Repax, the Authorised Representative is the one appointed by Repax, unless Repax agrees otherwise in writing.

13.5 Under EPR legislation the Authorised Representative may be held responsible toward the Authority for the Customer’s obligations during the appointment. The Customer therefore indemnifies Repax and the appointed Authorised Representative in accordance with clause 20.4 for that period. This undertaking survives termination.

13.6 Repax may withdraw, or cause the withdrawal of, an Authorised Representative appointment and notify the Authority with immediate effect if the Customer breaches these Terms, fails to pay, provides incorrect information, or if Repax or the Partner reasonably considers that compliance for the Compliance Unit can no longer be ensured. Repax notifies the Customer of the withdrawal.

14. Customer obligations and warranties

14.1 The Customer warrants and undertakes that:

1. it is the person obligated under EPR legislation for the products and quantities it reports through Repax, and it has assessed this itself;
2. all Customer data, including product and material classification, weights, quantities, sales channels and company information, is correct and complete and is provided in the format and by the Data Cut-off the Platform indicates;
3. it informs Repax without undue delay, and in any case within 10 business days, of changes to its company name, legal form, address, VAT number, ownership, contact persons, product range, materials, sales channels or countries of sale, and of ceasing to place products on the market in a Compliance Unit;
4. it responds to requests from Repax or an Authority, including audit and documentation requests, within the deadline stated in the request, and gives access to records and premises where an Authority is entitled to it;
5. it keeps the records EPR legislation requires it to keep;
6. it pays Repax’s invoices on time;
7. it does not itself contact, file with or pay an Authority for a Compliance Unit managed by Repax without informing Repax first.

14.2 The Customer informs Repax promptly if it discovers that any information given was incorrect or incomplete.

14.3 Breach of clause 14.1 is a material breach. It releases Repax from its obligations for the affected Compliance Unit for as long as the breach continues.

15. Data, Sign-off and filings

15.1 The Customer enters the data for each filing in the Platform and signs it off before the Data Cut-off. Repax submits nothing to an Authority without the Customer’s Sign-off, except as set out in clause 15.4.

15.2 Repax does not review, verify, correct or supplement Customer data before submission. Sign-off is the Customer’s confirmation that the filing is correct and complete, and the Customer is solely responsible for its content.

15.3 Repax may refuse to submit a filing that appears implausible, incomplete or inconsistent with the Authority’s requirements, and will inform the Customer. Repax has no duty to detect such issues.

15.4 If the Customer has not signed off a filing by the Data Cut-off, Repax may submit a report with the value zero for that period so that the Customer’s registration remains active, and the Customer accepts this in advance. Where an Authority does not accept a zero report, or where filing without data is not possible, Repax may refrain from filing. A later correction or supplementary filing may not be possible, may be treated by the Authority as a late or incorrect report, and may result in surcharges, penalties, back-charges or audits. All such consequences are for the Customer’s account.

15.5 Corrections, supplementary filings and filings after the Data Cut-off are performed at Repax’s discretion and charged as additional services according to the price list.

15.6 Notifications of deadlines and incoming requests are a service, not a guarantee. The Customer is responsible for keeping its contact details current and for meeting its deadlines whether or not a notification was received.

16. Fees for Compliance Services

16.1 For each Compliance Unit the Customer pays: (a) a one-time Registration Fee; (b) a recurring Service Fee; (c) where ordered, the AR Service fee; (d) Third-Party Fees as set out in clauses 16.3 to 16.6; (e) the Management Fee on Variable Fees; (f) fees for additional services according to the price list. Prices are stated in the Order Confirmation and the price list. All prices are in EUR and exclusive of VAT.

16.2 The Registration Fee and the Service Fee are fixed for 12 months from the Order Confirmation. Thereafter Repax may adjust them annually with 60 days’ notice before the renewal of the Compliance Unit.

16.3 Third-Party Fees are set by the Authorities. They differ by country, waste stream, product category, quantity, material and producer size, and Authorities change them, and introduce new ones, without Repax’s involvement or prior knowledge. Any Third-Party Fee amount Repax states, in the Platform, the price list, an Order Confirmation or otherwise, is indicative. The Customer pays the Third-Party Fees actually charged by the Authority, including fees, surcharges, minimum contributions, audit and inspector costs, and fees introduced or changed after the order, even where Repax has not notified the Customer of the change in advance.

16.4 Fixed Fees are invoiced by Repax at the Authority’s amount, in advance where Repax pays them in advance. Variable Fees are calculated from the filings the Customer has signed off and are invoiced by Repax at the Authority’s amount plus the Management Fee.

16.5 Third-Party Fees charged in a currency other than EUR are converted at the European Central Bank reference rate on the date of Repax’s invoice. Exchange-rate differences are for the Customer’s account.

16.6 Repax may invoice Third-Party Fees in advance, on receipt of the Authority’s invoice or on the Customer’s Sign-off, at Repax’s choice. Repax remits Third-Party Fees to an Authority only after the Customer has paid them to Repax and is never obliged to advance funds. Repax may instead arrange for an Authority to invoice the Customer directly, in which case the Customer pays the Authority in accordance with its terms and confirms payment to Repax on request.

16.7 Third-Party Fees paid or remitted to an Authority are not refundable by Repax, including where the Customer terminates, deregisters, ceases sales or turns out not to have been obligated.

17. Payment and non-payment

17.1 Invoices are due 14 days from the invoice date unless the Order Confirmation states otherwise. Repax may charge the Customer’s stored payment method on the due date. Amounts are paid without deduction or set-off.

17.2 On late payment Repax may charge interest and fees in accordance with the Danish Interest Act (renteloven) and its reasonable costs of collection, including collection outside Denmark.

17.3 If any amount is overdue, Repax may, after notice:

1. suspend all Compliance Services for the Customer, including submission of filings and remittance of Third-Party Fees;
2. declare all outstanding amounts for all Compliance Units immediately due;
3. require a security deposit or prepayment as a condition of continuing;
4. withdraw the Authorised Representative appointment under clause 13.6;
5. terminate the affected Compliance Units and, where the Customer’s registration depends on Repax’s or a Partner’s involvement, deregister the Customer with the Authority.

17.4 The Customer bears all consequences of a suspension or termination under clause 17.3, including missed filings, late or missed payments to Authorities, loss of registration and any resulting penalties. Reinstatement is charged according to the price list.

17.5 Complaints about a filing or a Third-Party Fee do not entitle the Customer to withhold payment of undisputed amounts.

18. Partners and Authorities

18.1 Repax may engage Partners for any part of the Compliance Services without informing the Customer, and may replace them. Repax remains the Customer’s sole counterparty and is responsible toward the Customer for the Partners’ performance within the limits of clause 20. Claims are made against Repax only.

18.2 Repax may share Customer data and Customer information with Partners and Authorities to the extent necessary to perform the Compliance Services. Partners are bound by confidentiality.

18.3 Repax is not responsible for acts, omissions, errors, delays, system outages, decisions, fee changes, insolvency or loss of approval of an Authority. Where an Authority ceases to operate or loses its approval, Repax assists the Customer in moving to another Authority at the applicable fees. Third-Party Fees paid to such an Authority are not refunded by Repax.

18.4 The Customer’s obligations toward an Authority, including under the Authority’s own terms, notice periods, audit rights and penalty regimes, are the Customer’s, whether or not the Customer has read them. Repax may inform the Customer of such terms but is not obliged to.

19. Term and termination of Compliance Units

19.1 Each Compliance Unit runs for 12 months from the Order Confirmation and renews automatically for successive 12-month periods unless either party gives notice at least 60 days before the end of the current period. Compliance Units can be terminated individually.

19.2 Where the Authority’s own registration, membership or notice period for the Compliance Unit runs beyond the period in clause 19.1, the Compliance Unit and the Customer’s payment obligations continue until the earliest date on which Repax can end the Customer’s obligations with the Authority. Repax informs the Customer of the applicable Authority period on request.

19.3 Repax may terminate a Compliance Unit with immediate effect if the Customer is in material breach, has provided incorrect or incomplete information, repeatedly fails to sign off filings by the Data Cut-off, fails to provide a Mandate or a document under clause 12, becomes insolvent, or if Repax is unable to obtain sufficiently accurate data or cooperation to perform the Compliance Services. Repax may terminate a Compliance Unit for any other reason with notice to the end of the Authority’s current registration period, and assists the Customer with the transfer.

19.4 Fees paid for the current period are not refunded on termination, whichever party terminates, except where Repax terminates for convenience under the second sentence of clause 19.3 before the period has started. The Registration Fee is not refunded once Repax has started the registration.

19.5 On termination of a Compliance Unit the Customer provides and signs off the data for the final reporting period up to the termination date by the Data Cut-off. Repax then deregisters the Customer with the Authority or, on the Customer’s request and where the Authority allows it, hands the registration over to the Customer or a successor. Deregistration and handover are charged according to the price list.

19.6 The Customer remains liable for all Third-Party Fees and obligations that arise for periods up to the effective end of its obligations with the Authority, including where they are invoiced after termination and where Repax cannot reasonably avoid them.

19.7 If the Customer ceases to place products on the market in a country, it informs Repax under clause 14.1(c). The Compliance Unit continues until terminated under this clause 19.

20. Liability and indemnity for Compliance Services

20.1 Repax is liable for Compliance Services only for damage caused by Repax’s failure to perform the ordered services with reasonable care. Repax is not liable for damage, penalties, fines, surcharges, back-charges, interest, audit costs, loss of registration or any other consequence that arises from:

1. Customer data or a filing the Customer has signed off;
2. the Customer’s late, missing or incorrect data, Sign-off, Mandate, documents, cooperation or payment;
3. the Customer’s assessment of whether it is obligated or requires an Authorised Representative;
4. a zero report or non-filing under clause 15.4;
5. suspension or termination under clauses 13.3, 13.6, 17.3 or 19.3;
6. an Authority’s acts, omissions, decisions, delays, systems, fee changes or insolvency;
7. changes in EPR legislation or its interpretation;
8. periods before the Compliance Unit was ordered or after its termination.

20.2 Repax has performed with reasonable care where it has submitted the filings the Customer signed off by the Data Cut-off, remitted the Third-Party Fees the Customer paid, and otherwise acted in accordance with the Order Confirmation and these Terms.

20.3 Regardless of the basis of any claim, Repax’s total liability for all Compliance Services in a Compliance Unit is limited to the Service Fees the Customer has paid for that Compliance Unit in the 12 months preceding the event giving rise to the claim. Third-Party Fees, the Management Fee and the Registration Fee are not included in this amount. Clause 29 applies in addition.

20.4 The Customer indemnifies Repax, its Partners and any Authorised Representative appointed for the Customer, on first written demand, against all claims, fines, penalties, surcharges, back-charges, contributions, interest, audit and inspection costs, legal costs and other losses imposed on or incurred by them, in any country, as a result of the Customer’s products, Customer data, filings signed off by the Customer, the Customer’s late, missing or incorrect information, the Customer’s non-payment, the Customer’s breach of these Terms or of EPR legislation, or of an Authorised Representative being held responsible for the Customer’s obligations. This indemnity covers the entire period during which Repax or a Partner acted for the Customer and survives termination of the Compliance Unit and of these Terms.

20.5 Claims against Repax relating to Compliance Services must be notified in writing without undue delay after the Customer became aware of them and lapse 12 months after the event giving rise to the claim.

21. Records and disclosure to Authorities

21.1 Repax keeps records of registrations, filings and payments made for the Customer for as long as EPR legislation, the Danish Bookkeeping Act or an Authority requires, also after termination. The Customer may request copies of its filings during the agreement and for 30 days after termination. Thereafter Repax may, where it still holds them, provide copies against a fee according to the price list.

21.2 The Customer accepts that Repax and its Partners disclose the Customer’s identity, company details, registration data, quantities, filings and payment status to the relevant Authorities and to Partners as needed to perform the Compliance Services and to comply with EPR legislation, including on an Authority’s request and when an Authorised Representative appointment is withdrawn.

21.3 Repax does not publish the Customer as a client without the Customer’s consent. Public registers maintained by Authorities are outside Repax’s control.

Part D. Common provisions

22. Service availability

22.1 Repax aims to maintain the highest possible level of uptime but accepts no liability for outages or disruptions, including those caused by factors outside Repax’s reasonable control, such as power failures, internet disruptions, telecommunications failures or outages of an Authority’s systems. The Platform is provided as-is and Repax disclaims all warranties, whether express or implied.

22.2 In the event of an outage, Repax will work to restore normal service as quickly as possible.

22.3 Planned maintenance will wherever possible be scheduled between 21:00 and 06:00 CET. Where it is necessary to interrupt access outside these hours, Repax will provide notice in advance to the extent possible.

23. Changes to the Platform and the Services

23.1 Repax may make updates, improvements and structural changes to the Platform and to the way Compliance Services are delivered at any time, with or without notice. Such changes may affect features, workflows and data on the Platform. Repax may also change which countries and waste streams it offers Compliance Services for. Compliance Units already ordered are served until the end of their current period or terminated under clause 19.3.

23.2 If a change in EPR legislation, an Authority’s requirements or a Partner’s terms materially changes the cost or feasibility of a Compliance Unit, Repax may propose amended terms or prices for that Compliance Unit. If the parties do not agree within two months, either party may terminate the Compliance Unit with one month’s notice, subject to clause 19.2.

24. Intellectual property

24.1 The Platform and all information generated by it, excluding Customer data, is protected by copyright and other intellectual property rights and belongs to or is licensed by Repax. No intellectual property rights are transferred to the Customer at any time.

24.2 By uploading material to the Platform, the Customer grants Repax a non-exclusive, worldwide licence sufficient to operate and deliver the Services, including sharing with Partners and Authorities under Part C. Material uploaded to the Platform must not infringe the rights of any third party or contain content that is unlawful or in violation of applicable regulation. The Customer indemnifies Repax against any loss arising from a breach of this provision.

25. Confidentiality

25.1 Repax treats all information it receives in connection with the Customer’s use of the Services as confidential, except where disclosure is permitted or required under clauses 4.4, 18.2 and 21.

26. Data processing

26.1 Where Customer data contains personal data, the Customer is the data controller and Repax is the data processor. This clause 26 constitutes the parties’ data processing agreement for the purposes of Article 28 of the GDPR. No separate document is required.

26.2 The processing has the following scope. Subject matter: operation of the Services. Duration: the term of the agreement plus the export and deletion periods in clause 4.5. Nature and purpose: hosting, storage, transmission and, for Compliance Services, inclusion in registrations and filings toward Authorities. Types of personal data: business contact details of the Customer’s personnel and Users, and identification data the Customer includes in Customer data. Categories of data subjects: the Customer’s personnel, Users and business contacts. Repax does not process special categories of personal data.

26.3 Repax processes such personal data only on the Customer’s documented instructions, which consist of these Terms, the Customer’s configuration of the Platform and its orders, unless processing is required by EU or Member State law; in that case Repax informs the Customer before processing, unless the law prohibits it.

26.4 Persons authorised by Repax to process personal data are bound by confidentiality obligations.

26.5 Repax implements appropriate technical and organisational measures in accordance with Article 32 of the GDPR. The current measures are described at www.repax.io/security. Repax may update the measures but will not materially reduce the overall level of protection during the agreement.

26.6 The Customer grants Repax general authorisation to engage sub-processors. The current list is published at www.repax.io/security. Repax informs the Customer in advance of any addition or replacement, and the Customer may object on reasonable data-protection grounds; if the objection cannot be resolved, the Customer may terminate the affected Services. Repax imposes data-protection obligations on sub-processors equivalent to those in this clause and remains responsible for their performance in accordance with clause 18.

26.7 Personal data in Customer data is processed within the EU/EEA. Repax does not transfer it to a third country without ensuring the safeguards required by Chapter V of the GDPR and informing the Customer in advance. Disclosure to Authorities under Part C follows the Customer’s instructions.

26.8 Taking into account the nature of the processing, Repax assists the Customer with responses to data subject requests and with the Customer’s obligations under Articles 32 to 36 of the GDPR. Assistance beyond what is reasonable is charged according to the price list.

26.9 Repax notifies the Customer without undue delay after becoming aware of a personal data breach affecting the Customer’s personal data, and provides the information reasonably required for the Customer’s own notification obligations as it becomes available.

26.10 At the end of the agreement, personal data is exported, deleted and, where legally required, retained in accordance with clause 4.5 and clause 21.

26.11 On request, Repax makes available the information necessary to demonstrate compliance with this clause, including documentation and answers to written audit questions. The Customer may conduct, or mandate an independent auditor bound by confidentiality to conduct, an audit where the information provided is demonstrably insufficient or a supervisory authority requires it: at most once per 12 months, with 30 days’ written notice, during business hours, without access to other customers’ data, and at the Customer’s cost, including Repax’s reasonable time according to the price list, unless the audit reveals material non-compliance by Repax.

26.12 Each party complies with the data protection law applicable to it. The Customer warrants that it has a lawful basis for the personal data it submits to the Platform and includes in filings.

27. Assignment

27.1 Repax may assign its rights and obligations under these Terms to a third party or a group company.

27.2 The Customer may not assign its rights or obligations under these Terms without the prior written consent of Repax.

28. Force majeure

28.1 Repax is not liable for any delay or failure to fulfil its obligations as a result of circumstances beyond its reasonable control, including but not limited to natural disasters, war, acts of terrorism, pandemics, regulatory orders, strikes, power outages, internet disruptions, failures or unavailability of an Authority’s systems or portals, or the failure of a supplier or Partner affected by such circumstances. Deadlines are extended for the duration of the event.

29. Liability

29.1 Repax excludes all liability arising under or in connection with these Terms, whether in contract or tort, for loss of revenue or profit, consequential or indirect loss, loss of data, product liability claims, and loss arising from simple negligence, to the extent permitted by law.

29.2 Repax is not responsible for third-party solutions that are accessible through or integrated with the Platform, including the accuracy, completeness, quality or reliability of any information or results obtained through such integrations.

29.3 Repax is not liable for actions taken by Users of an account, or for any loss arising from unauthorised access to an account resulting from, for example, the absence of two-factor authentication or the use of weak passwords.

29.4 For the Platform and Subscriptions, Repax’s total aggregate liability is limited to the amount paid by the Customer for the Subscription in the 12 months preceding the event giving rise to the claim, and in any case shall not exceed EUR 1,000. For Compliance Services, clause 20.3 applies.

29.5 Nothing in these Terms excludes liability that cannot be excluded under Danish law, including liability for intent or gross negligence.

30. Indemnification

30.1 The Customer shall indemnify Repax against any claim or loss arising from product liability, third-party losses or third-party claims, to the extent that such claims arise from the Customer’s products or the Customer’s use of the Services. Clause 20.4 applies in addition for Compliance Services.

31. Changes to these terms

31.1 Repax may amend these Terms at any time. The current version of these Terms is always available at www.repax.io/terms. Repax gives one month’s notice of material changes by email. Continued use of the Services after a change to these Terms constitutes acceptance of the updated Terms. If a Customer with an active Compliance Unit objects in writing to a material change before it takes effect, the previous Terms continue to apply to that Compliance Unit until the end of its current period.

32. Governing law and disputes

32.1 These Terms are governed by Danish law, excluding its conflict-of-law rules. Any dispute arising from these Terms or the Customer’s use of the Services shall be brought before Københavns Byret (Copenhagen City Court) as the court of first instance.

33. Validity

33.1 These Terms are valid from 31 August 2026 and replace any prior agreements or terms between Repax and the Customer. Compliance Units ordered before that date are governed by these Terms from that date.