Legal
Website and Platform Terms
Prospectus & Holdings Alignment Service
- Version
- 1.0
- Effective date
- 28 August 2026
- Provider
- AP Digital Solutions GbR
- Contact
- info@apdigitalsolutions.eu
Important subscription and use information
- The Service is offered only for business and professional use, not for personal, family or household use.
- A paid subscription automatically renews for successive billing periods until cancelled. The price, billing interval and renewal terms shown at checkout form part of these Terms. You may cancel online through the billing area at any time; cancellation takes effect at the end of the current paid billing period.
- The Free plan does not convert automatically into a paid plan unless you separately select a paid plan and expressly authorise payment.
- The Service and every Output are review aids based on public SEC EDGAR filings. They are not legal, regulatory, compliance, investment, tax or accounting advice, are not an SEC determination, and must not be treated as a substitute for review by qualified personnel.
1. Scope and acceptance
1.1 These Website and Platform Terms (the Terms) govern access to and use of AP Digital Solutions' Prospectus & Holdings Alignment website, workspace, account areas, subscription functions, application programming interfaces, model-context-protocol connector, documentation, exports and related support (together, the Service).
1.2 The provider is AP Digital Solutions GbR, Schultestraße 25, 57076 Siegen, Germany (AP Digital, we, us or our).
1.3 By accessing the Service, creating an account, clicking to accept these Terms, using an API key or MCP Connector, purchasing a subscription, or permitting another person to use the Service under your organisation's account, you agree to these Terms. If you act for an organisation, you represent that you have authority to bind that organisation. In that case, Customer means that organisation and you includes both the Customer and each authorised user.
1.4 If you do not agree to these Terms, do not create an account, purchase a subscription, configure an integration or use the Service.
2. Business-only eligibility and authority
2.1 The Service is intended exclusively for companies, partnerships, professional firms, family offices, institutional allocators, regulated entities, public bodies and other persons acting in the course of a trade, business, craft or profession. It is not offered to consumers acting for personal, family or household purposes.
2.2 Each user must be at least 18 years old, use a genuine business or professional identity, and have authority from the relevant Customer to access the Service.
2.3 If mandatory law nevertheless treats a user as a consumer, nothing in these Terms excludes or limits any right that cannot lawfully be waived. The user must notify AP Digital before purchasing if the user is not acting for business or professional purposes.
3. Contract documents and order of precedence
3.1 These Terms apply together with:
- the plan, price, billing interval and features presented at checkout or in an accepted order form;
- any enterprise order, statement of work, engagement letter or master services agreement accepted by AP Digital (an Order);
- the AP Digital Acceptable Use Policy, where linked or made available for the Service;
- the Data Limitations page and methodology notices presented in the Service; and
- any data processing agreement expressly entered into for an agreed processing activity.
3.2 If there is a conflict, a specifically negotiated signed agreement or Order prevails, followed by an applicable data processing agreement, the checkout or plan-specific terms, these Terms, the Acceptable Use Policy and then the general documentation.
3.3 The Privacy Policy explains how AP Digital processes personal information. It is a notice rather than a grant of additional contractual rights, except where applicable law provides otherwise.
4. Definitions
In these Terms:
- Authorised User means an individual whom the Customer has authorised to use a seat or account.
- Customer Input means a fund name, ticker, CIK, instruction, query, annotation, message or other information supplied by or for the Customer through the Service.
- MCP Connector means an AP Digital integration that permits an authorised third-party AI assistant or other MCP-compatible client to call the Service using an API key.
- Output means a scorecard, result, table, extracted passage, classification, calculation, export, source link, response or other material generated or presented by the Service.
- Public Source Data means information obtained from official public sources, principally SEC EDGAR filings, including prospectuses, registration statements, shareholder reports and public N-PORT holdings data.
- Review means one accepted analysis request for a fund or filing set that the Service processes through the web workspace, API or MCP Connector. Repeated, refreshed or separately requested analyses may count as separate Reviews. A request that fails solely because of an AP Digital system error will not intentionally be counted.
5. The Service
5.1 The Service retrieves and normalises Public Source Data and applies extraction rules, classifications, calculations and heuristics to help users compare a fund's stated objective, policy, geography or other mandate information with public portfolio holdings. Depending on the plan, the Service may provide pass, flag or fail indicators; browser-based workspace functions; saved history; Markdown, JSON, HTML or CSV exports; API keys; batch functions; SSO; and audit logs.
5.2 The Service currently focuses on publicly available filings for U.S. funds. Coverage, source types, metrics, issuers, jurisdictions and features may change as the Service develops.
5.3 AP Digital is not affiliated with, sponsored by or endorsed by the U.S. Securities and Exchange Commission, EDGAR, any fund, issuer, index provider, exchange, AI provider or other third party merely because its name, filing, data, logo or service is referenced.
5.4 The Service does not file documents, communicate with regulators, monitor a Customer's legal obligations, or certify compliance unless a separately signed Order expressly states otherwise.
6. Public data, methodology and source limitations
6.1 Public Source Data may be delayed, incomplete, amended, restated, inconsistently structured or unavailable. Public N-PORT information is not a real-time portfolio. A scorecard reflects the filing and as-of dates shown in the Output, not the fund's current holdings or activity.
6.2 Prospectus and shareholder-report extraction depends on document structure and machine-readable content. Sections can be truncated, misclassified or absent. Asset-class, geography, style, concentration and similar results may use rules, labels, mappings, proxies or heuristics rather than an issuer's or index provider's proprietary classifications.
6.3 A pass, flag or fail label is an analytical indicator, not a legal conclusion. In particular, it does not determine compliance or non-compliance with Rule 35d-1 under the U.S. Investment Company Act of 1940, a prospectus, an investment mandate, fiduciary duties or any other law, rule, policy or contract.
6.4 The Data Limitations page forms part of the description of the Service. Customer must review it and the source citations, methodology version and as-of date before relying on an Output.
6.5 Customer is responsible for obtaining and reviewing the official filing and for resolving discrepancies with the relevant fund, adviser, administrator, custodian, legal adviser or other qualified source.
7. Accounts, seats and access security
7.1 Registration information must be accurate, current and complete. Accounts and seats are individual unless AP Digital expressly approves a service account or other controlled arrangement.
7.2 Customer and each Authorised User must:
- maintain a strong, unique password and use multi-factor authentication where available or required;
- keep passwords, recovery methods, API keys, access tokens and active sessions confidential;
- not share, sell, lend or transfer an account, seat or credential;
- use appropriate device, browser and endpoint security;
- promptly remove access when a user changes role or leaves the Customer; and
- notify AP Digital without undue delay at info@apdigitalsolutions.eu of suspected compromise, unauthorised use or another security incident affecting the Service.
7.3 Customer is responsible for activity carried out through its accounts, seats and keys to the extent caused by Customer's or an Authorised User's act, omission or failure to protect credentials.
7.4 AP Digital may require a credential reset, revoke a key, terminate a session or restrict permissions where reasonably necessary to protect the Service, Customer, another user or a third party.
8. Free access, plan features and fair use
8.1 The Free plan provides the number of Reviews, keys, exports and other features stated on the pricing or account page. Unless checkout expressly states otherwise, the Free plan requires no payment method and does not automatically convert to a paid subscription.
8.2 Paid plan features, seats, keys, audit logs, export formats, support and usage rights are those displayed at checkout or stated in the relevant Order. Features not expressly included are not part of the plan.
8.3 The word unlimited means that AP Digital does not impose a fixed standard Review quota for ordinary, good-faith use by the number of licensed users for the Customer's own business purposes. It does not permit:
- systematic replication or bulk extraction of the Service or its database;
- resale, bureau use, white-labelling or service provision for unrelated third parties unless the plan or Order permits it;
- credential sharing or use by more users than licensed;
- high-volume automation beyond documented API, batch and rate limits;
- activity designed to avoid plan, seat, key, storage or capacity restrictions; or
- use that materially degrades or creates disproportionate cost or security risk for the Service.
8.4 AP Digital may apply reasonable rate limits, concurrency limits, technical safeguards or temporary throttling. If use materially exceeds the intended plan scope, AP Digital will ordinarily contact Customer to agree an appropriate plan before imposing a continuing restriction, unless immediate action is required for security or availability.
8.5 Plan names, packaging and included features may change prospectively. An Order may include different or additional rights.
9. Fees, taxes, billing and automatic renewal
9.1 Fees, currency, billing interval and any minimum term are shown at checkout or in the Order. Unless expressly stated otherwise, fees exclude VAT, sales, use, withholding and similar taxes. Customer is responsible for applicable taxes other than taxes on AP Digital's net income.
9.2 By purchasing a paid subscription, Customer expressly authorises AP Digital and its payment provider to charge the payment method for the initial term and each renewal term, together with applicable taxes, until the subscription is cancelled.
9.3 Unless the Order states otherwise, a monthly subscription renews automatically for successive one-month periods and an annual subscription renews automatically for successive one-year periods at the then-applicable price, subject to the notice requirements in section 9.7.
9.4 AP Digital will provide an order acknowledgement or invoice capable of being retained that identifies the plan, recurring charge, billing frequency and cancellation method.
9.5 Customer may cancel automatic renewal at any time through the online billing or account area. If that function is unavailable, Customer may email info@apdigitalsolutions.eu from the account email address with the subject Subscription Cancellation. AP Digital will not require a cancellation method materially more burdensome than the purchase method.
9.6 Cancellation takes effect at the end of the current paid billing period. Customer retains access until then. Except where mandatory law or an Order provides otherwise, fees are non-refundable and AP Digital does not provide credits for a partial billing period, unused Reviews, unused seats or a Customer's failure to use the Service.
9.7 AP Digital may change a recurring price for a future renewal by giving at least 30 days' notice, or any longer notice required by applicable law. The notice will explain the new price and how to cancel. The new price applies only to a renewal beginning after the notice period.
9.8 If a free trial or promotional period will convert to paid access, the checkout page must expressly state the price, conversion date and cancellation method, and AP Digital will provide any reminder required by applicable law. No charge will be made solely because a user exhausts the Free plan.
9.9 If payment is overdue, AP Digital may retry the payment method, request an alternative method, suspend paid features or terminate the affected subscription after reasonable notice. Customer remains responsible for undisputed accrued fees and reasonable recovery costs permitted by law.
9.10 Payment services may be supplied by a third-party payment processor. Its terms may apply to the payment transaction. AP Digital does not require or intend to store a full payment-card number or card security code in its own application environment.
10. MCP Connector, APIs and integrations
10.1 API keys and MCP Connector credentials are confidential credentials. Customer must store them securely, must not place them in public code, prompts, repositories or client-side applications, and must revoke and replace a key promptly if compromise is suspected.
10.2 A request authenticated with Customer's key is treated as an authorised request and may count toward usage, plan limits or billing, whether initiated directly by Customer or through an AI assistant, agent or other connected client configured by Customer.
10.3 Customer must use only documented endpoints and supported integration methods, comply with rate limits and technical instructions, and validate the identity, scope and behaviour of each connected client.
10.4 The Service is intended to receive public fund identifiers and instructions necessary for a Review. Customer must not transmit through the API or MCP Connector confidential information, material non-public information, non-public holdings, personal data, authentication secrets or regulated data.
10.5 A third-party AI assistant or MCP client is a separate service controlled by its provider. That provider may process Customer's prompts, context, configuration and the Output under its own terms and privacy policy. AP Digital does not control whether the third party retains prompts or uses them for model training. Customer must configure and use the third-party service consistently with Customer's confidentiality, privacy, security and regulatory obligations.
10.6 AP Digital may update, version, deprecate or discontinue an endpoint or connector. AP Digital will use reasonable efforts to give advance notice of a material breaking change to a supported paid integration, except where an urgent security, legal or third-party change requires faster action.
10.7 AP Digital may revoke a key or disable an integration that is compromised, abusive, unlawful, materially exceeds plan scope or creates a material security or availability risk.
11. Licence to access the Service
11.1 Subject to payment of applicable fees and compliance with these Terms, AP Digital grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the subscription term for its Authorised Users to access and use the Service for Customer's internal business, compliance, risk, oversight, due-diligence and research purposes.
11.2 Customer may permit its employees and individual contractors to use licensed seats for Customer's benefit, provided they are bound by obligations consistent with these Terms. Customer remains responsible for their use.
11.3 No right is granted to make the Service available on a bureau, timesharing, managed-service, embedded, white-label or resale basis unless an Order expressly permits that use.
12. Outputs and permitted sharing
12.1 Subject to these Terms and the relevant plan, Customer may download, reproduce, internally adapt and use Outputs for Customer's business purposes. Customer may share an Output with its Affiliates, directors, personnel, professional advisers, auditors, regulators, existing or prospective institutional clients or investors where reasonably necessary for Customer's legitimate business purpose, provided that:
- the sharing is lawful and consistent with Customer's plan or Order;
- Customer retains the filing date, source citations, as-of date and material disclaimers;
- Customer does not state or imply that AP Digital, the SEC or a fund has certified or approved the conclusion;
- the recipient is informed that the Output is a review aid and must be independently verified; and
- the Output is not sold, licensed as a standalone product, placed in a competing database or used to provide an unauthorised white-label service.
12.2 An Output may contain public facts and third-party material in which AP Digital claims no ownership. As between the parties, AP Digital retains rights in the Service, selection, arrangement, methodology, templates, scoring framework, software and proprietary explanatory material. Section 12.1 is the Customer's licence to those proprietary elements within an Output.
12.3 Customer is responsible for statements, analysis, annotations, modifications and conclusions that Customer adds to an Output and must not attribute them to AP Digital without written approval.
13. Customer Inputs and restricted data
13.1 Customer retains its rights in Customer Inputs. Customer grants AP Digital and its service providers a non-exclusive right to host, transmit, reproduce, format and otherwise process Customer Inputs only as reasonably necessary to operate, secure, support and improve the Service, comply with law and enforce these Terms.
13.2 Customer represents that it has the rights and authority required to provide each Customer Input and permit its processing.
13.3 The standard Service is not designed to receive confidential datasets or personal information other than ordinary business-account and support information. Customer must not submit:
- non-public portfolio holdings, trading data, strategies or material non-public information;
- personal data about investors, employees, customers or other individuals;
- payment-card data, bank credentials, government identifiers, health data, biometric data or other sensitive or regulated information;
- third-party confidential information or content supplied in breach of law, privilege, professional secrecy or contract; or
- malicious code, active credentials, private keys or security exploits.
13.4 If restricted data is submitted inadvertently, Customer must stop further transmission and notify AP Digital promptly. AP Digital may quarantine or delete the material and may require reasonable remediation.
13.5 AP Digital may use aggregated or de-identified service statistics to operate, secure and improve the Service, provided the information does not identify Customer or an individual. AP Digital will not intentionally use Customer account data, private prompts or saved Review history to train a general-purpose third-party AI model unless Customer expressly agrees in writing.
14. Acceptable use and prohibited activity
14.1 Customer and each Authorised User must use the Service only for lawful, authorised business purposes and in accordance with these Terms, the Acceptable Use Policy, documentation and applicable law.
14.2 Without AP Digital's prior written approval, a user must not:
- access or attempt to access another account, tenant, key, system, source code, model, prompt, algorithm, database or non-public function;
- probe, scan, penetrate, load-test or assess the Service's security or capacity;
- bypass authentication, rate limits, plan limits, usage controls, audit logging or other safeguards;
- scrape, crawl, mirror, systematically extract or bulk-download the Service except through an expressly authorised interface;
- reverse engineer, decompile, disassemble or attempt to derive source code, proprietary prompts, rules, mappings or methodology, except to the limited extent mandatory law prohibits the restriction;
- introduce malware, disrupt the Service or interfere with another user;
- share credentials or use more seats or keys than licensed;
- resell, sublicense, syndicate, publish in bulk, white-label or commercially redistribute the Service or Outputs;
- use the Service or Outputs to train, benchmark or improve a competing commercial database, model, scorecard or service;
- remove or alter source citations, disclaimers, trade marks, copyright or provenance information in a misleading manner;
- represent an Output as an official SEC determination, legal opinion, audit opinion, certification, investment recommendation or guarantee;
- use an Output as the sole basis for buying, selling or trading a security, filing with a regulator, determining legal compliance or taking another material decision without competent review;
- use the Service to make or facilitate a decision about an individual's eligibility for credit, employment, housing, insurance or another purpose regulated by the U.S. Fair Credit Reporting Act or analogous law; or
- use the Service in violation of sanctions, export controls, market-abuse, securities, privacy, confidentiality or intellectual-property law.
14.3 Customer must not assist or permit another person to do anything prohibited by these Terms.
15. Customer responsibilities and human review
15.1 Customer is responsible for:
- selecting an appropriate plan and configuring its users, keys and integrations;
- ensuring that Authorised Users are suitably qualified for the decisions they make;
- reviewing the official filing, source excerpt, as-of date and limitations;
- testing and validating any workflow or integration before operational use;
- determining whether an Output is suitable for Customer's legal, regulatory, investment or contractual purpose;
- obtaining independent legal, compliance, investment, tax, accounting or other professional advice where appropriate; and
- maintaining any records, approvals, policies, controls or filings required by Customer's regulator, client or applicable law.
15.2 Customer remains solely responsible for every decision, filing, communication, trade, report and action taken using or referring to an Output.
16. Intellectual property and trade marks
16.1 AP Digital and its licensors own all intellectual-property and other rights in the Service, software, user interface, documentation, methodologies, rules, mappings, templates, scoring framework, compilations and AP Digital branding, excluding Customer Inputs and third-party Public Source Data.
16.2 Except for the limited rights expressly granted in these Terms, no right, title or interest is transferred to Customer.
16.3 Customer grants AP Digital a perpetual, worldwide, royalty-free right to use suggestions and feedback about the Service without identifying Customer or disclosing Customer Confidential Information.
16.4 Third-party names, logos and trade marks belong to their respective owners. Their display is for identification or interoperability and does not imply affiliation or endorsement. Customer must not use AP Digital's name or marks in publicity, marketing or a public case study without prior written consent.
17. Confidentiality
17.1 Confidential Information means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential given its nature and the circumstances. It includes non-public product, security, pricing, account and business information. Public Source Data is not Confidential Information merely because it is processed through the Service.
17.2 The receiving party will use Confidential Information only to perform or receive the Service, protect the parties' rights, or comply with law; will protect it using at least reasonable care; and will disclose it only to personnel, contractors, service providers and advisers who need to know it and are subject to appropriate confidentiality obligations.
17.3 Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, independently developed, received lawfully from a third party without duty, or becomes public without breach.
17.4 A party may disclose Confidential Information where required by law or binding order, provided it gives legally permitted notice and reasonably limits the disclosure.
17.5 These confidentiality obligations continue for five years after disclosure and indefinitely for trade secrets, security credentials and information protected for a longer period by law.
18. Privacy, data protection and security
18.1 AP Digital processes personal information as described in the Prospectus & Holdings Alignment Privacy Policy.
18.2 The standard Service is designed around public filing data and is not an upload environment for Customer-controlled personal datasets. If a separate Order expressly requires AP Digital to process personal data on Customer's documented instructions, the parties must agree appropriate data processing terms before that data is submitted.
18.3 AP Digital maintains administrative, technical and organisational safeguards designed to protect account and service data against unauthorised access, loss, misuse and alteration. No system can be guaranteed completely secure.
18.4 Customer must use secure devices and networks, protect credentials, apply least privilege, and promptly cooperate with reasonable incident-containment and remediation steps.
19. Third-party services and links
19.1 The Service depends on or interoperates with third-party infrastructure, official filing systems, identity and authentication services, payment processors, email services, security providers and user-selected AI platforms. AP Digital is not responsible for a third-party service that it does not control.
19.2 A third party's terms and privacy policy govern Customer's direct relationship with that third party. Customer is responsible for obtaining any licence, account, consent or permission required for a connected service.
19.3 Links to third-party websites are provided for convenience or source verification. AP Digital does not warrant their availability, content, security or continued accuracy.
20. Availability, maintenance and support
20.1 AP Digital will use reasonable efforts to operate the Service with professional care. Unless an Order includes a service level, the Service is provided without a guaranteed uptime, response time, recovery time or support level.
20.2 AP Digital may perform maintenance, deploy updates, correct defects and make changes needed for security, law, source availability or technical performance. Planned material maintenance will be notified where reasonably practicable.
20.3 Beta, preview, experimental or free features may be changed or withdrawn at any time and are provided without a service commitment.
20.4 If AP Digital permanently discontinues a core paid Service for reasons other than Customer breach, AP Digital will give reasonable notice where practicable and refund any prepaid fee allocable to the period after discontinuation.
21. Suspension and enforcement
21.1 AP Digital may suspend or restrict access where reasonably necessary because of:
- suspected credential compromise, security risk or unlawful activity;
- breach of these Terms, the Acceptable Use Policy or an Order;
- overdue payment;
- use that materially exceeds plan scope or threatens Service availability;
- a binding legal, regulatory or third-party platform requirement; or
- a need to protect AP Digital, Customer, another user or a third party.
21.2 AP Digital will use a proportionate measure and, where the issue is remediable and not urgent, will ordinarily provide notice and a reasonable opportunity to remedy it. Immediate action is permitted where delay would materially increase risk.
21.3 Customer must cooperate with reasonable investigation and remediation. AP Digital may preserve relevant logs and records as permitted by law.
22. Term and termination
22.1 These Terms begin when first accepted or used and continue while Customer accesses the Service. A paid subscription continues until cancelled or terminated.
22.2 Customer may cancel under section 9.5. Customer may also close a Free account through available account controls or by contacting AP Digital.
22.3 AP Digital may terminate an account or subscription:
- immediately for a material breach that cannot be remedied, unlawful use, fraud, deliberate security abuse or sanctions risk;
- after reasonable notice if a remediable material breach is not corrected within the stated period;
- after notice for non-payment; or
- on reasonable notice if AP Digital discontinues the Service, subject to section 20.4 for prepaid fees.
22.4 On termination or expiry:
- Customer's access, keys and licences end, except that a cancellation normally remains effective only at the end of the paid period;
- Customer must stop using the Service and AP Digital proprietary material;
- Customer should export permitted Outputs before access ends;
- AP Digital will retain or delete account and service data in accordance with the Privacy Policy and any Order; and
- accrued payment obligations and provisions intended by nature to survive remain in effect, including sections 6, 12 to 18, 22.4, 23 to 30.
23. Disclaimers
23.1 The Service and Outputs are review aids. AP Digital is not a law firm, investment adviser, broker-dealer, fund administrator, auditor, rating agency, fiduciary or regulator. Use of the Service does not create an attorney-client, adviser-client, fiduciary or similar relationship.
23.2 No Output is legal, regulatory, compliance, investment, tax, accounting or other professional advice, an offer or solicitation, a recommendation to buy, hold or sell a security, or a representation that a fund complies with its prospectus or applicable law.
23.3 To the maximum extent permitted by law and subject to section 24, the Service, Public Source Data and Outputs are provided as available and as is. AP Digital does not warrant that they will be uninterrupted, error-free, complete, current, accurate, fit for a particular purpose or capable of detecting every inconsistency, drift, breach or risk.
23.4 AP Digital is not responsible for an error, omission, delay, amendment or outage in an official filing system or third-party source, or for a Customer decision made without the independent review required by these Terms.
24. Liability
24.1 Nothing in these Terms excludes or limits liability for intentional misconduct, gross negligence, death or personal injury caused by negligence, fraud or fraudulent concealment, a guarantee expressly assumed in writing, liability under mandatory product-liability law, or any liability that cannot lawfully be excluded or limited.
24.2 For loss caused by ordinary negligence, AP Digital is liable only where it breaches a material contractual obligation whose performance is essential to the contract and on which Customer may ordinarily rely. That liability is limited to loss that was foreseeable and typical for this type of contract when the contract was made.
24.3 Subject to sections 24.1 and 24.2, AP Digital's aggregate liability arising out of or in connection with the Service, these Terms and all related claims in any rolling 12-month period will not exceed the greater of:
- the fees paid or payable by Customer for the affected Service during the 12 months preceding the event giving rise to the claim; and
- EUR 1,000.
A negotiated Order may set a different cap.
24.4 Subject to section 24.1, AP Digital is not liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, business opportunity, goodwill or reputation, or loss arising from a Customer's trade, investment, filing, regulatory conclusion or professional advice.
24.5 For loss or corruption of data caused by ordinary negligence, liability is limited to the reasonable cost of restoring the data from the backups and source records that Customer was responsible for maintaining. This does not limit AP Digital's obligations under applicable data-protection law.
24.6 The limitations apply to contractual, tortious, statutory and other claims and to AP Digital's partners, personnel, contractors and service providers to the extent permitted by law.
25. Customer indemnity
25.1 Customer will indemnify AP Digital against a third-party claim, loss, liability, damage and reasonable external legal cost to the extent caused by Customer's or an Authorised User's culpable:
- breach of sections 10, 13, 14 or 15;
- unlawful or unauthorised Customer Input;
- infringement of a third party's intellectual-property, confidentiality, privacy or data-protection right;
- unauthorised resale, redistribution or representation concerning an Output; or
- use of the Service to make a regulated decision about an individual.
25.2 AP Digital will give reasonable notice of the claim, permit Customer to participate in the defence and not agree a settlement imposing a non-monetary obligation or admission on Customer without Customer's consent, not to be unreasonably withheld. Customer has no obligation to the extent the claim was caused by AP Digital's breach or misconduct.
26. Compliance, sanctions and export controls
26.1 Each party must comply with laws applicable to its performance and use of the Service, including applicable securities, market-abuse, anti-bribery, sanctions, export-control, privacy and intellectual-property laws.
26.2 Customer must not access or use the Service if prohibited by European Union, German, United Kingdom, United States or other applicable sanctions or export controls, or to develop, transmit or process classified, controlled military or restricted technical data.
26.3 Customer represents that it is not a prohibited or sanctioned person and is not using the Service for or on behalf of one.
27. Changes to the Service and Terms
27.1 AP Digital may update these Terms to reflect changes in law, security, technology, source availability, Service functionality or business operations.
27.2 The current version and effective date will be posted through the Service. AP Digital will give reasonable advance notice of a material change affecting an existing paid subscription, except where an urgent legal or security change requires immediate effect.
27.3 If a notified change materially and adversely changes an existing paid Customer's contractual rights, Customer may cancel before the change takes effect. If Customer prepaid for a period extending beyond the effective date and cannot reasonably continue because of that change, AP Digital will refund the unused prepaid portion, unless the change is required by mandatory law or addresses Customer's misuse.
27.4 Continued use after the effective date constitutes acceptance to the extent permitted by law. A specifically negotiated Order is not amended by a general website update unless the Order permits it.
28. Notices and electronic communications
28.1 Customer agrees to receive account, billing, renewal, security, legal and operational notices electronically at the account email address or through the Service. Customer must keep contact details current.
28.2 A notice from Customer concerning cancellation, legal claims or security must be sent to info@apdigitalsolutions.eu with a clear subject line. A formal legal notice must also identify the Customer, account and relevant facts.
28.3 Marketing communications are optional and may be unsubscribed from without affecting service communications.
29. Governing law and jurisdiction
29.1 These Terms and non-contractual obligations connected with them are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
29.2 Where Customer is a merchant (Kaufmann), a legal person under public law, a special fund under public law, or an equivalent business entity without a general jurisdiction in Germany, the courts having jurisdiction for AP Digital's registered office in Siegen, Germany have exclusive jurisdiction to the extent permitted by law.
29.3 Mandatory statutory rights and jurisdictions that cannot lawfully be excluded remain unaffected.
30. General
30.1 Assignment. Customer may not assign or transfer the agreement without AP Digital's prior written consent, not to be unreasonably withheld for a bona fide corporate reorganisation that does not increase risk. AP Digital may assign it to an Affiliate or successor in connection with a restructuring, merger, sale or transfer of the relevant business, subject to continued performance of the obligations.
30.2 Force majeure. Neither party is liable for delay or failure caused by an event beyond its reasonable control, including failure of a public filing system, cloud or communications outage, cyberattack despite reasonable safeguards, natural disaster, war, epidemic, labour disruption, governmental action or sanctions, provided the affected party takes reasonable mitigation steps. Payment obligations for Services already supplied are not excused.
30.3 No partnership. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment or fiduciary relationship.
30.4 No third-party enforcement. No person other than AP Digital, Customer and their permitted successors may enforce these Terms, without prejudice to rights that mandatory law grants to another person.
30.5 Waiver. A failure or delay to enforce a right is not a waiver. A waiver must be in writing and applies only to the specific circumstance.
30.6 Severability. If a provision is invalid or unenforceable, the remaining provisions continue. The applicable statutory rule replaces the affected provision; section 306 of the German Civil Code remains unaffected where applicable.
30.7 Entire agreement. These Terms and the documents identified in section 3 constitute the agreement concerning the standard Service and replace prior representations on that subject. Customer does not rely on a statement not set out in the agreement, except that liability for fraud is not excluded.
30.8 Language. The English version governs. A translation is for convenience unless an Order expressly states otherwise.
30.9 Headings. Headings are for convenience and do not affect interpretation. The words including, includes and in particular are illustrative and do not limit the preceding words.
31. Contact
AP Digital Solutions GbR
Schultestraße 25
57076 Siegen
Germany
Email: info@apdigitalsolutions.eu