End User License Agreement

• "Kit" means the digital compliance documentation product purchased by the Licensee, including all documents, templates, registers, plans, policies, procedures, reports, statements, and the index file delivered as part of it.
• "Entity" means the single legal person (organisation, company, public body, or other legal entity) for which the Licensee has purchased the Kit and within which the Kit is to be used.
• "Affiliates" means companies controlling, controlled by, or under common control with the Entity, where "control" means ownership of more than 50% of voting rights.
• "Personnel" means employees, contractors, and agents of the Entity acting in their professional capacity for the Entity.
• "Documents" means the individual files contained in the Kit (Microsoft Word and Excel files).

Subject to payment of the Kit price and compliance with this License, Docply grants the Licensee a non-exclusive, non-transferable, non-sublicensable, perpetual license to use the Kit within a single Entity.

The license is perpetual in the sense that, once purchased, the right to use the Kit does not expire, subject to compliance with this License.

Within the scope of the single Entity, the Licensee may:

• Internal use: use, adapt, customise, and implement the Documents for the compliance needs of the Entity;
• Distribution within Personnel: distribute the Documents internally to the Entity's Personnel for the purposes of compliance implementation, training, and operation;
• Modification: modify and customise the content of the Documents (e.g. replace placeholders such as [Organisation], [Date], [Owner] with actual values) to fit the Entity's specific context;
• Internal copying and storage: store the Documents on the Entity's internal systems, intranet, document management systems, and backup systems;
• Audit and inspection use: present, share, and submit the Documents (in original or modified form) to internal auditors, external auditors, certification bodies, regulators, and supervisory authorities in the context of compliance activities of the Entity;
• Affiliate use: extend internal use to direct Affiliates of the Entity, provided that the total number of legal persons benefitting from the Kit does not exceed five (5) including the original Entity, and each Affiliate using the Kit is bound by equivalent confidentiality and use restrictions.

For groups exceeding five (5) legal persons, a multi-entity license must be obtained by contacting info@docply.io.

The Licensee shall not, and shall not authorise or permit any third party to:

• Resell or redistribute the Kit, in whole or in part, in original or modified form, whether for free or for consideration;
• Make publicly available the Documents, in whole or in significant parts, by any means including but not limited to: public websites, public repositories (GitHub, GitLab, etc.), public file-sharing platforms, social media, or printed publications;
• Use the Kit to provide consulting, advisory, or compliance-as-a-service offerings to third parties. Without limiting the generality of the foregoing, consultants, advisors, audit firms, professional service firms, and similar professional providers may not deliver, supply, or otherwise make available the Kit content to their own clients in the course of their professional activities. Such use requires a separate Advisor License, which may be obtained by contacting info@docply.io to discuss terms;
• Sublicense, assign, or transfer the License to another legal person, except in the case of a corporate transaction (sale, merger, demerger) in which the entire Entity is transferred, in which case the License may transfer with the Entity subject to written notice to Docply;
• Remove, alter, or obscure any copyright notice, watermark, attribution, brand reference, or proprietary marking embedded in the Documents;
• Use the Docply brand, the "Docply" name, the Docply logo, or any associated trademark for any purpose other than internal record-keeping (e.g. internal note that "this policy is based on the Docply NIS-2 Total Kit");
• Use the Kit for unlawful purposes or in any manner contrary to applicable law;
• Reverse-engineer or extract the underlying methodology, structure, or organisation of the Kit for the purpose of creating a competing product.

Docply commits to providing free updates to the Kit when material regulatory developments require revision. Updates are delivered through the Payment Provider's customer portal or by email notification.

Updated versions of the Kit are subject to the same License terms.

The Licensee is not obligated to adopt updates, but is encouraged to do so to maintain ongoing alignment with applicable regulations.

All intellectual property rights in the Kit, including copyright, database rights, the structural organisation of the Documents, and the Docply trademarks, remain the exclusive property of the Licensor.

This License grants no ownership rights. The Licensee acquires only the usage rights expressly described in Section 3.

The Licensee retains ownership of any original content added to the Documents during customisation (e.g. specific data about the Entity, custom procedures developed by the Entity, etc.). However, the underlying structure and template content of the Documents remain the Licensor's intellectual property.

The Licensee acknowledges that the Kit content, while based on publicly available regulatory frameworks, includes original work product of the Licensor in the form of structure, organisation, drafting, and integration.

The Licensee shall:

• treat the Kit as confidential information for the purposes of redistribution to third parties;
• limit access to the Kit to Personnel with a legitimate need to access it for the Entity's compliance activities;
• take reasonable measures to prevent unauthorised access, copying, or distribution.

This obligation does not apply to information that becomes publicly available through no fault of the Licensee.

The Kit is provided "as is" and "as available". Docply does not warrant that:

• the Kit, as such, will result in regulatory compliance for the Entity;
• the Kit will be suitable for any specific organisational context without adaptation;
• the use of the Kit will result in successful audit outcomes or absence of regulatory enforcement.

The Kit is documentation, not a compliance certification, not a legal opinion, and not a substitute for professional legal, regulatory, or audit advice.

The Licensee is solely responsible for adapting, implementing, and maintaining the compliance posture of the Entity.

To the maximum extent permitted by applicable law, Docply's total liability arising from or in connection with this License is limited to the price paid by the Licensee for the Kit.

In no event shall Docply be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of revenue, loss of data, regulatory fines, business interruption, or reputational damage arising from the use or inability to use the Kit.

Nothing in this License limits or excludes Docply's liability for damages caused by gross negligence, wilful misconduct, or for any other liability that cannot be excluded under mandatory applicable law.

This License is governed by Italian law.

Any dispute arising from or in connection with this License shall be subject to the exclusive jurisdiction of the Court of Milan (Tribunale di Milano), Italy, except where mandatory consumer protection law provides otherwise for consumer Licensees.