Terms of Service for Consile MCP

Please read carefully

These terms contain provisions that we highlight because they are essential to the allocation of risk between you and Consile:

• You are responsible for all actions performed through the Service - including actions that your AI client generates autonomously (Section 6). The Service may perform write operations that create, modify, or delete data in your connected systems.
• You are obligated to maintain your own backups of data in your connected systems (Section 6.5).
• Consile is not liable for any loss, alteration, or deletion of data in connected third-party systems, and Consile’s total liability is limited (Sections 7 and 15).
• The service is provided exclusively to business users (Section 1.2).

1. Scope and Parties

1.1 These Terms of Service (“the Terms”) apply to any use of Consile MCP (“the Service”) provided by Consile ApS, CVR No. 45 64 33 60, Under Hvidtjørnen 47, 7500 Holstebro (“Consile”). The Customer is the business that creates an account or subscribes to the Service (“Customer”). Together with Consile’s Data Processing Agreement (“DPA”) and Privacy Policy, the Terms constitute the entire basis of the agreement (“Agreement”). In the event of any conflict regarding the processing of personal data, the DPA shall take precedence.

1.2 The Service is offered exclusively to businesses and may only be used for business purposes. The Customer warrants that it is acting in the course of its business and must provide its company name and CVR number (or equivalent foreign registration number) upon registration. The Service is not intended for consumers, and consumer protection laws do not apply to the Agreement.

1.3 The Terms must be accepted electronically via Consile’s portal before the Customer can purchase or connect a Connector. Acceptance is recorded along with the version, time, and technical context. In the event of material changes to the Terms, renewed acceptance is required; see Section 16.

2. Definitions

• "The Service": Consile MCP - Consile’s hosted MCP (Model Context Protocol) endpoints, the associated portal, and the related operational services.
• "Connector": an integration offered by Consile for a specific Connected System (e.g., Shopify, e-conomic, Uniconta, HubSpot, Meta Ads, Google Search Console), made available as a standalone MCP endpoint.
• "Connected System": the third-party system to which a Connector provides access and with which the Customer has a separate contractual relationship.
• "AI client": the AI service or application (e.g., Claude or ChatGPT) that the Customer has selected, subscribes to, and connects to the Service.
• "Tool Call": a single instruction (read or write) that the Service receives from one of the Customer’s AI clients and executes against a Connected System.
• "Write Operation": a Tool Call that creates, modifies, publishes, archives, or deletes data in a Connected System.
• "Access Credentials": the credentials (e.g., OAuth tokens or API keys) provided by the Customer to enable the Service to access a Connected System on the Customer’s behalf.
• "Customer Data": data belonging to the Customer or processed in the Customer’s Connected Systems that passes through the Service.
• "Portal": Consile’s self-service portal, where the Customer manages accounts, subscriptions, users, and connections.

3. The Service - What Consile Provides and What Consile Does Not Provide

3.1 Consile provides a hosted intermediary service: The Service receives Tool calls from the Customer’s AI clients, verifies access, and forwards them to the Customer’s Connected Systems using the Customer’s own Access Credentials. Consile is responsible for the operation, maintenance, updating, and monitoring of the Service.

3.2 Consile does not provide any AI model, prompts, or instructions. The Service does not initiate actions on its own; it merely executes the Tool calls it receives from AI clients that the Customer has connected and authorized. The Customer is the deployer of its own AI systems, as the term is used in Regulation (EU) 2024/1689 (the AI Regulation), and bears any obligations in this regard.

3.3 The Service is, as a general rule, a pure “pass-through”: Customer data from Connected Systems is retrieved in real time and is not stored by Consile, unless the Customer expressly and separately opts in to a feature that requires storage (Section 11.4).

3.4 The functionality of the individual Connectors (including which tool calls are offered) depends on the APIs of the Connected Systems and may change when those APIs are modified. Consile may, from time to time, add, modify, or remove individual tools to the extent necessary due to changes made by third parties or for security or operational reasons; see also Section 7.4.

3.5 Certain Connectors involve write operations. Where possible, Consile implements operational safeguards for these (e.g., previews, requirements for explicit confirmation in the tool call, or secure default settings such as draft/pause mode). Such measures are operational safeguards and do not constitute a guarantee that unintended actions cannot occur, nor do they alter the allocation of liability set forth in Section 6.

4. Account, Users, and Access

4.1 The Customer’s account is created and accessed via Consile’s login solution. The Customer is responsible for managing which users have access to the Customer’s account and for ensuring that users’ login credentials are stored securely.

4.2 The Customer is responsible for any use of the Service that takes place under the Customer’s account, including use by the Customer’s users and by the AI clients connected to the account.

4.3 The Customer must ensure that the Customer’s users are familiar with and comply with the Agreement.

5. Authorization and Configuration

5.1 When the Customer connects a Connected System to a Connector, the Customer authorizes Consile - on the Customer’s behalf and based on the Customer’s configuration - to access the Connected System and to execute the Tool calls that the Service receives from the Customer’s connected AI clients during the term of the subscription.

5.2 The Customer warrants that it has the right to connect the relevant Connected System, including that the Customer has access to the account or has the necessary authorization from the account holder, and that the connection does not violate the Customer’s agreement with the third party.

5.3 The Customer may revoke the authorization at any time by disconnecting the connection in the Portal, by revoking access directly in the Connected System, or by disconnecting the AI client. Upon disconnection in the Portal, the vaulted Access Credentials for the relevant Connector will be deleted.

6. The Customer’s Liability for Actions Performed Through the Service

6.1 The Service executes the instructions it receives. In the relationship between the Customer and Consile, any Tool call executed through the Customer’s connections - including Tool calls generated autonomously by an AI model - is considered the Customer’s own action, and the Customer bears the same responsibility as if the Customer had performed the action directly in the Connected System. This applies regardless of whether the action was intended by the Customer and includes any creation, modification, publication, and deletion of data.

6.2 The Customer acknowledges that AI models are non-deterministic and may generate unexpected, erroneous, or inappropriate instructions, and that Writing Operations may have immediate and potentially irreversible effects in Connected Systems (e.g., deletion of products, modification of prices, or creation of documents).

6.3 The Customer is obligated to exercise human oversight of its use of AI clients in conjunction with the Service to an extent commensurate with the risk - particularly in connection with Write Operations and when used in business-critical systems. The Customer should design its own workflows so that significant Write Operations are reviewed by a human before they are executed or confirmed.

6.4 The Customer is responsible for the content, accuracy, and legality of the instructions issued through the Customer’s AI clients, and for the data retrieved from or written to Connected Systems, including ensuring that the processing is lawful under the rules applicable to the Customer.

6.5 The Customer is obligated to maintain appropriate backups of data in its Connected Systems. Consile does not store copies of Customer data from Connected Systems and cannot restore data that has been modified or deleted there.

7. Connected Systems and AI Providers (Third Parties)

7.1 Connected Systems and AI clients are provided by third parties based on the Customer’s own, independent agreements with them. The Customer’s use of a Connected System and an AI client is governed in every respect by the Customer’s agreement with the relevant third party, and the Customer is solely responsible for acquiring and maintaining the necessary rights, subscriptions, and access, as well as for complying with the third party’s terms and policies.

7.2 Consile provides no warranty and no support for Connected Systems or AI clients and assumes no liability for their content, functionality, availability, changes, or discontinuation. Consile is not liable for any disclosure, modification, or deletion of Customer Data resulting from access to or actions within a Connected System or from the behavior of an AI client.

7.3 Consile is not liable for errors, delays, or lack of functionality in the Service to the extent they are caused by circumstances related to Connected Systems or AI providers, including API changes, errors, downtime, rate limits, or discontinuation.

7.4 If a Connected System modifies or shuts down its API, changes its terms, or otherwise makes it impossible or unreasonably burdensome to maintain a Connector, Consile may modify or discontinue the Connector in question. In the event of discontinuation, the Customer will be notified without undue delay; the current subscription for the Connector in question will terminate; and any prepaid amounts for the period following termination will be refunded on a pro-rata basis. A refund is the Customer’s sole remedy in this regard.

8. Acceptable Use

8.1 The Customer may use the Service only lawfully and in accordance with the Agreement. The Customer may not:

1. use the Service in violation of applicable law or to process data that the Customer is not authorized to process;
2. attempt to circumvent the Service’s access controls, subscription limits, or tenant isolation, or access other customers’ data or connections;
3. subject the Service to abuse, abnormally high or automated load that exceeds fair use, or attempt to disrupt its operation;
4. resell, rent, or make the Service available to third parties as a standalone service without Consile’s prior written consent;
5. use the Service for purposes where errors could result in personal injury, death, or significant damage to the environment or property, or for any other high-risk applications;
6. use the Service in violation of the terms and policies of the Connected Systems.

8.2 In the event of a material or repeated violation by the Customer of Section 8.1, Consile may suspend the Customer’s access to the Service in whole or in part. Where possible and reasonable, Consile will provide advance notice of the suspension and limit it to what is necessary. Suspension does not exempt the Customer from payment during the suspension period if the suspension is due to the Customer’s actions.

9. Prices and Payment

9.1 The Service is billed as a recurring subscription per Connector at the prices listed on the Portal at the time of order. Prices are stated in Danish kroner and exclude VAT.

9.2 Payment is made in advance on a monthly basis via Consile’s payment provider (Stripe). The subscription renews automatically until it is canceled, see Section 10.

9.3 Consile may change prices with at least 30 days’ notice effective at the end of a subscription period. Notice will be provided via email or the Portal. If the Customer does not wish to continue at the revised price, the Customer may cancel the subscription effective at the end of the current period.

9.4 In the event of non-payment, Consile may, upon demand, suspend access to the affected Connectors until payment is made.

10. Term, Termination, and Expiration

10.1 Subscriptions run on a monthly basis and may be terminated by the Customer at any time, effective at the end of the current payment period, via the Portal or the payment provider’s self-service portal. No refunds will be issued for periods that have already begun, unless otherwise provided in the Agreement or by mandatory law.

10.2 Consile may terminate the Agreement or a subscription with 30 days’ notice effective at the end of a billing period, and may terminate the Agreement in whole or in part in the event of a material breach by the Customer that has not been remedied within 10 business days of a written demand.

10.3 Upon termination of a Connector (for any reason), Consile will revoke and delete the stored Access Credentials for that Connector. Upon termination of the Agreement, the Customer’s account will be closed; the Customer may retrieve their account information in advance using the Service’s export function. Account deletion is subject to a short cooling-off period (14 days), after which the deletion is carried out; see the Privacy Policy and the DPA for further details. However, Access Credentials will be deleted immediately upon request for deletion.

10.4 Provisions that, by their nature, are intended to apply after termination (including Sections 6, 7, 13, 14, 15, and 18) shall remain in effect after the termination of the Agreement.

11. Data Protection

11.1 To the extent that Consile processes personal data on the Customer’s behalf as part of the Service - including personal data contained in Customer Data that passes through the Service and the Customer’s Access Credentials - the Customer is the data controller and Consile is the data processor. The parties’ data processing relationship is governed by the DPA, which constitutes an annex to the Agreement. The DPA includes, among other things, the list of sub-processors in effect at any given time.

11.2 With regard to information about the Customer’s own users and account details (account, login, payment, and support information), Consile is the independent data controller; the processing is described in Consile’s privacy policy.

11.3 The Service is designed in accordance with the principle of data minimization: Customer data from Connected Systems is not stored by Consile, but is retrieved in real time and disclosed solely to the AI client that the Customer has connected themselves. Access information is stored in encrypted form, see Section 12.

11.4 Features that require Consile to store derived data from a Connected System are disabled by default and are activated only upon the Customer’s explicit, documented opt-in in the Portal. This consent may be revoked at any time, after which the stored data will be deleted.

11.5 The Customer may, via the Service, exercise the right of access (export of account data) and request deletion. Certain information is retained after deletion to the extent required or justified (e.g., audit trails and accounting records); details are set forth in the Privacy Policy and the DPA.

12. Security - Consile’s Obligations

12.1 Consile undertakes to maintain appropriate technical and organizational security measures, including:

1. Access credentials are stored encrypted at rest (envelope encryption with one encryption key per customer, managed in a key service at Consile’s hosting provider in the EU);
2. Customer connections are isolated on a per-customer basis, and access and subscription controls are enforced with every individual Tool call;
3. The access token that the Customer’s AI client uses to access the Service is never forwarded to Connected Systems;
4. Access credentials and tokens are not written to logs;
5. The Service is hosted in the EU (AWS, region eu-central-1, Frankfurt); see also the DPA’s list of sub-processors.

12.2 Consile will notify the Customer of any personal data security breaches in accordance with the DPA and applicable law.

13. Warranties and Disclaimers

13.1 The Service is provided “as is.” Consile strives for high availability and operates the Service with monitoring and ongoing maintenance, but does not guarantee any specific uptime or response time, and no service level agreements (SLAs) have been agreed upon, unless otherwise agreed in writing.

13.2 Consile does not guarantee that the Service will be error-free or uninterrupted, or that it will be suitable for the Customer’s specific purposes. Consile does not guarantee any results obtained through the use of AI clients in conjunction with the Service, including the accuracy, completeness, or suitability of AI-generated actions or output.

13.3 Consile’s remedy for errors in the Service consists of restoring the Service’s functionality within a reasonable time. The Customer has no other remedies for breach of contract arising from errors other than those provided for in the Agreement.

14. Indemnification

The Customer shall indemnify Consile against any claim by a third party - including suppliers of Connected Systems, AI providers, registered individuals, or authorities - arising from (a) the Customer’s use of the Service in violation of the Agreement, (b) the instructions and Tool calls executed through the Customer’s connections, see Section 6, (c) Customer Data or the Customer’s lack of authority to process such data, or (d) the Customer’s violation of applicable law or third-party terms and conditions. Consile shall notify the Customer without undue delay of such claims and provide the Customer with a reasonable opportunity to conduct its defense.

15. Limitation of Liability

15.1 Neither party shall be liable for the other party’s indirect or consequential damages, including loss of profits, loss of revenue, loss of goodwill, loss of savings, or third-party claims (except for claims covered by Section 14).

15.2 Loss, alteration, damage, or deletion of data in Connected Systems, as well as costs associated with the restoration or reconstruction of data, shall in all respects be considered indirect losses covered by the disclaimer of liability in Section 15.1.

15.3 Consile’s total, cumulative liability under the Agreement is - regardless of the basis for liability - limited to an amount equal to the fees the Customer has paid for the Service during the 12 months immediately preceding the event giving rise to the claim.

15.4 Notwithstanding Section 15.3, Consile’s total liability for breach of Consile’s obligations under Section 12 (Security) and the DPA is limited to twice the amount specified in Section 15.3.

15.5 The limitations in this Section 15 do not apply to losses caused by the responsible party’s gross negligence or willful misconduct, or where liability cannot be validly excluded or limited under mandatory law.

16. Changes to the Service and the Terms

16.1 Consile continuously develops the Service and may modify its features, provided that the fundamental nature of the Service is maintained during the subscription period; see, however, Section 7.4 regarding changes due to third parties.

16.2 Consile may amend the Terms with at least 30 days’ notice via email or the Portal. Material changes require the Customer’s renewed acceptance in the Portal before the Customer may make new purchases or create new connections. Continued use of the Service after the notice period expires constitutes acceptance of the amended Terms. If the Customer does not wish to accept the changes, the Customer may terminate the Service effective at the end of the current billing period.

17. Force Majeure

Neither party shall be liable for failure to perform the Agreement to the extent that such performance is prevented by circumstances beyond the party’s reasonable control, including outages or failures of general infrastructure and cloud providers, strikes, war, terrorism, cyberattacks, government orders, or natural disasters, and the circumstances could not have been avoided by reasonable measures. The affected party must notify the other party without undue delay.

18. Miscellaneous Provisions

18.1 Assignment. The Customer may not assign the Agreement without Consile’s prior written consent. Consile may assign the Agreement to an affiliated company or as part of a full or partial transfer of business.

18.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the Service and supersedes all prior discussions and agreements in this regard. Descriptions in marketing materials do not constitute warranties.

18.3 Invalidity. If any provision of the Agreement is deemed invalid or unenforceable, this shall not affect the validity of the remaining provisions. Instead, the provision shall be applied with the content that most closely approximates its intended purpose in accordance with the law.

18.4 Notices. Notices under the Agreement may be provided via the Portal or to the email addresses provided by the parties.

18.5 Reference. Consile may use the Customer’s name and logo as a reference in marketing, unless the Customer objects to this in writing.

19. Governing Law and Jurisdiction

This Agreement is governed by Danish law, excluding conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). If a dispute cannot be resolved amicably, it shall be settled by the Danish courts, with the Holstebro District Court as the agreed venue of jurisdiction in the first instance.

20. Effective Date and Version

These Terms of Service are Version 1.1 and take effect on June 1, 2026.