Terms and Conditions

Preamble:

These terms and conditions (hereinafter the “Terms and Conditions”), including any schedules, annexes, or appendices thereto, shall govern the mutual relationship of the Service Provider and the Customer (hereinafter collectively referred to as the “Parties” or individually as a “Party“). These Terms and Conditions incorporate by reference the Privacy Policy and the Data Processing Agreement, which together govern the processing of Personal Data.

By (i) proceeding with Registration, or (ii) otherwise using or accessing the System and/or Services (unless the Parties already maintain a commercial agreement with the same or substantially similar subject matter), the Customer agrees to comply with and be legally bound by these Terms and Conditions. If the Customer does not agree to these Terms and Conditions, whether in full or in part, it is not entitled to proceed with Registration or to use or continue using the System and/or the Services.

The Parties to these Terms and Conditions:

Customer

shall mean any person or entity Registered with the Service Provider, or otherwise accessing the System and/or the Services on the basis of these Terms and Conditions.

Service Provider

1.      Definitions and Interpretations

1.1    In these Terms and Conditions, the following definitions shall apply:

“Accepted Territories” means the entire world, except from the countries and/or regions and/or territories listed in any of the sanctions lists issued from time to time by the United States of America, the United Kingdom, the European Union, and the United Nations.

“API” means the Customer’s application programming interface, which is a set of functions and procedures that facilitate the submission of applications for access to the features and functionalities of the System and communication between the System and the Customer Software.

“Applicable Law” means any and all applicable local, state, national or international laws, statutes, ordinances, regulations, rules, orders, treaties, directives and other requirements of any governmental authority.

“Application” means the portable and downloadable Windows 10-11 desktop application available on the Website and/or on demand, owned and operated by the Service Provider, through which the Customer can register and gain access to the System and through which the Service Provider provides the Services to the Customer;

“Authorized User” means any member of the Customer's personnel or another individual authorized by the Customer to access and/or use the System on behalf of the Customer, including, but not limited to, an Administration User (full access to System/Services + ability to add more Authorized Users), a Billing User (access to billing information), an Operator User (only access to initiating processing of documents), and any other roles/users to be added in the System from time to time by the Service Provider. The Customer is responsible for keeping Authorized Users’ list up to date and restricting access to Authorized Users that should not have access anymore.

“Commencement Date” means the date on which the Customer Registers and expresses its consent to be bound by these Terms and Conditions.

“Confidential Information” means information disclosed by (or on behalf of) the Service Provider to the Customer in connection with or in anticipation of these Terms and Conditions that is marked as confidential or, from its nature, content, or the circumstances in which it is disclosed, could reasonably be deemed confidential. It does not include information (i) that the Customer had already possessed on a lawful basis prior to the disclosure, (ii) that becomes public through no fault of the Customer, (iii) that was independently developed by the Customer, (iv) that was lawfully transferred to the Customer by a third party bearing no confidentiality obligation towards the Service Provider; or (v) that is approved for disclosure by the Service Provider in writing.

“Customer Software” means the information technology system and/or enterprise resource planning software and/or the bookkeeping software and/or the inventory management software owned and/or engaged and/or used and/or employed by the Customer to receive the Services or the results thereof. A list of supported and compatible Customer Software is provided in Annex 2 hereto, as this is updated from time to time.

“Demo Access” means an access provided by the Service Provider to the Customer, at no charge, for the Demo Period, during which the Customer will have access to certain, or all, functionalities of the System and/or the Services, for the purposes of testing the Services and the functionality of the System.

“Demo Period” means the period of 3 (three) calendar days from the date such access is provided by the Service Provider to the Customer.

“DPA” means the data processing agreement available on the Website.

“End User” means the user of the services of the Customer.

“Fees” means collectively the Subscription Fee, One-off Fee and the Overage Fee.

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Malicious Code” means viruses, worms, time bombs, Trojan horses, and other similar malware, files, scripts, agents, or programs.

“New Release” means (i) architectural changes in the System and/or Services; (ii) improvements and bug corrections of the System and/or Services; or (iii) maintenance releases not impacting the visible performance of the System and/or Services.

“One-off Fee” means a non-recurring fee, payable by the Customer to the Service Provider in exchange for a specific, fixed quantity of Tokens. One-off Fees are charged upon purchase and do not auto-renew.

“Overage” means an overage use of the System and/or Services, depending on the Pricing Plan the Customer has subscribed to.

“Overage Fee” means a fee payable by the Customer to the Service Provider for an Overage.

“Party” means the Customer or the Service Provider.

“Parties” means the Customer and the Service Provider.

“Permitted Purpose” means the purpose for which the Customer may use the System and/or the Services. For clarity, the Customer may use the System and/or the Services for the lawful purposes of extraction of data from the System by uploading documents/information to the System and receiving respective transaction entries in the Customer Software. The Customer is not allowed to resell, sublicense, redistribute, or otherwise make the System and/or the Services (or any materials or results derived therefrom) available to any third party without the Service Provider’s prior written consent (which the Service Provider shall not unreasonably withhold if it is required under Applicable Laws or regulations or a lawful request by a competent government authority to make the System and/or the Services available to a third party).

“Pricing Plan(s)” means the plans available on the Website from time to time, or as otherwise made available by the Service Provider to a Customer (as appliable), to be chosen by a Customer after its Registration, entitling such Customer to use the Services and the System, of such volumes and Tokens and on such conditions as specified in the respective Pricing Plan.

“Registration” means the Customer’s registration and/or creation of an account with the Service Provider for gaining access to the System and/or the Services, as per the methods available from time to time;

“Security Feature” means any key, login, PIN, password, etc. as may be provided by the Service Provider to the Customer or created by the Customer for the purposes of accessing the System.

“Services” means the extraction of data from source documents uploaded by the Customer in the System and forming respective transaction entries in the Customer Software. Actual processing of such source documents takes place in the cloud.

“SLA” means the service level agreement as contained in Annex 1 hereto.

“Starting Date” means the date when the Customer Subscribes to a particular Pricing Plan.

“Sub-processors” means any of the Service Provider’s affiliates or sub-processors, who may collect and/or process and/or retain and/or store Customer’s or its End Users’ Personal Data by virtue of these Terms and Conditions. A list of such Sub-processors is provided in Annex 3 hereto, as this is updated from time to time.

“Subscription” means the successful subscription of a Customer in a Pricing Plan, by paying the applicable Subscription Fee to the Service Provider. For the avoidance of doubt, the Subscription is completed once the Subscription Fee is duly received by the Service Provider.

“Subscription Fee” means the applicable fee payable by the Customer to the Service Provider at the time of its Subscription to a particular Pricing Plan.

“Subscription Period” means the period a Subscription is valid for, as per the chosen Pricing Plan.

“System” means the Application owned and operated by the Service Provider, through which it renders the Services.  The System includes an interactive software tool facilitating the communication between the Service Provider and the Customer and ensuring the management and processing of requests as submitted by the Customer (hereinafter the “Dashboard“).

“Third-Party Solution” means any third-party solution incorporated in the System from time to time, as these are listed in Annex 4 hereto.

“Third-Party Solution Owner” means the owner of a Third-Party Solution, as these are listed in Annex 4 hereto.

“Token” means a virtual unit of value credited to the Customer’s account (Tokens balance), which is used solely for execution the Services. Each Token corresponds to the right to process certain amount of pages of certain types of documents and / or for certain types of transactions as defined in the applicable Pricing Plan.

“Website” means https://adminza.ai/.

1.2    No provision of these Terms and Conditions shall be construed against or interpreted to the disadvantage of any Party by reason of such Party having or being deemed to have structured or drafted such provision.

 

1.3    Any reference to "days" shall mean calendar days unless qualified by the word "business", in which instance a "business day" shall be any day other than a Saturday, Sunday, bank holiday, or a public holiday in the Republic of Cyprus.

 

1.4    Any provision conferring rights or imposing obligations on a Party and contained in any of the definitions listed in Clause 1.1 or elsewhere in these Terms and Conditions shall be given effect as if it were a substantive provision within the body of these Terms and Conditions.

 

1.5    Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail.

 

1.6    Where the expressions “include(s)”, “including” or “in particular” are used in these Terms and Conditions, the list of words following them shall not be considered exhaustive unless explicitly indicated otherwise.

 

1.7    References to sections, clauses, or Annexes are to these Terms and Conditions' respective sections, clauses, and Annexes.

 

1.8    A reference to a Party includes its successors and permitted assigns.

 

1.9    The headings in these Terms and Conditions are for ease of reference only and shall not affect their interpretation.

 

1.10 In these Terms and Conditions, if the context so requires, references to the singular shall include the plural and vice versa.

 

1.11 Any schedules, annexes, or appendices to these Terms and Conditions constitute an integral part hereof.

 

2.      Registration

2.1    In order to gain access to the System and/or the Services, the Customer is required to Register with the Service Provider through the available means from time to time.

 

2.2    In the procedure of Registration, the Customer must provide certain information about itself, or the entity it represents, to the Service Provider. In the course of the Registration, the Customer will be required to provide information regarding, but not limited to, its full name, e-mail address, as well as the name, postal address and other basic information of the company on behalf of which it is acting, and/or other relevant information.

 

2.3    During Registration, the Customer represents and warrants to the Service Provider that all information it has submitted during the Registration is accurate and truthful, and that it agrees to update and maintain the accuracy of such information at all times. The Customer further represents and warrants to the Service Provider that its use of the System and/or the Services shall not violate any applicable law or regulation. The Service Provider reserves the right to suspend and/or terminate the Customer’s account and/or any or all use of the System and/or the Services, if Registration information submitted seems (in the Service Provider’s sole discretion), or proves, to be false, inaccurate or incomplete.

 

2.4    Notwithstanding the foregoing, after the Registration, the Service Provider may, at its sole discretion and at any time, request, and the Customer shall be obliged to submit to the Service Provider, any additional information about the Customer, as the Service Provider may deem relevant and necessary for its due diligence purposes. The Service Provider shall be entitled, at its sole discretion, to suspend or limit the Customer’s access to the System and/or the Services and/or terminate the Terms and Conditions as between itself and the Customer where (i) the Customer fails to timely provide the requested information (in full or in part); (ii) the information provided by the Customer is false, incomplete, inconsistent, or incorrect; (iii) the Service Provider may not or is recommended not to continue a business relationship with the Customer as per the Service Provider’s due diligence policies and procedures; or (iv) in any other case as may be defined by these Terms and Conditions. The Service Provider shall not be obliged to disclose the scope or results of its due diligence procedures. Where the Service Provider has informed the Customer that its due diligence procedures have rendered a final negative result and has withdrawn the Customer’s access to its account in the System’s production environment, these Terms and Conditions shall be considered terminated with immediate effect; should the access to the same account be subsequently restored, the Terms and Conditions shall be considered to have continued in force, starting from the moment of such restoration, on the same terms as were in effect between the Parties immediately prior to the termination.

 

2.5    The Registration process also requires the Customer to create an account by providing an email and a password. The Service Provider will, in accordance with its DPA, keep the Customer’s sign-in credentials confidential. However, the Customer is responsible for maintaining the confidentiality of its sign-in credentials and for logging out of its account at the end of each session. The Customer is solely responsible for any and all activities that occur under its account. If the Customer becomes aware of any unauthorized use of its user name and/or password and/or account or any other breach of security, the Customer is obliged to notify the Service Provider immediately.

 

2.6    Registration of more than one account for the purpose of avoiding additional fees and/or any other unauthorized purpose is prohibited.

 

3.      Term

3.1    These Terms and Conditions shall become binding between the Parties on the Commencement Date and remain in full force and effect up and until (i) no Subscription of the Customer is any longer active, (ii) all and any payables of the Customer towards the Service Provided hereunder are duly settled, (iii) the Customer ceases using the Services and/or the System (whichever comes later) (hereinafter the “Term”).

 

4.      Connection to the System

4.1    For the duration of a Subscription Period, the Service Provider shall grant the Customer with (i) full access to the System and the Services in accordance with the Pricing Plan the Customer Subscribed to, immediately upon the Starting Date, (ii) as soon as reasonably practicable, any New Releases; and (iii) technical support, including maintaining the System up-to-date, in good working order, and free from Malicious Code, and restoring it to normal operational conditions if inaccessible, under the SLA.

 

4.2    Upon the expiration of a Subscription and/or its cancellation by the Customer, the Service Provider shall cease access to the Customer to the System and/or the Services at the end of the Subscription Period. In such a case, the Customer may lose access to all data and/or information stored on the System up and until that date. In the contrary, the termination of these Terms and Conditions by the Service Provider pursuant to Clause 12 hereinbelow, means the simultaneous cancellation of the Customer’s applicable Subscription and the elimination of access to the System and the Services by the Customer.

 

4.3    The Customer acknowledges that for any reason, at any time, and without prior notice, the Service Provider may issue critical and non-critical New Releases, and agrees to implement such New Releases promptly. Failure of the Customer to update its version of the System to a non-critical New Release within 5 (five) calendar days of notification from the Service Provider shall, for the avoidance of doubt, be considered a breach as per Clause 12.2(i) of these Terms and Conditions. The Service Provider shall not be in any way liable for the System's incorrect operation, unavailability, or any other deficiencies that are due to the Customer's failure to timely comply with its obligations as set out in this Clause 4.5.

 

4.4    Failure of the Customer to update its version of the System to a critical New Release immediately upon notification from the Service Provider shall, for the avoidance of doubt, be considered a breach as per Clause 12.2(i) of these Terms and Conditions. The Service Provider shall not be in any way liable for the System's incorrect operation, unavailability, or any other deficiencies that are due to the Customer's failure to timely comply with its obligations as set out in this Clause 4.5.

 

4.5    Whether a New Release constitutes a critical or a non-critical one, this will be specified on the relevant notification of the Service Provider.

 

4.6    AI-Assisted Processing and Use of Results. The Customer acknowledges and agrees that certain features of the System and/or the Services involve the use of automated and artificial intelligence-assisted processing technologies (“AI Processing”), including but not limited to document classification, recognition, extraction, conversion, and analysis.

AI Processing is probabilistic in nature and may produce outputs that are incomplete, inaccurate, or contain errors. The System and the Services do not replace professional judgment, manual verification, or human review. The Customer remains solely responsible for reviewing, validating, and approving any outputs generated through AI Processing before relying on them for any business, legal, financial, accounting, or regulatory purposes.

The Service Provider does not warrant that AI-generated outputs will be error-free, complete, or fit for any specific purpose. AI-generated outputs shall not be used as the sole basis for decisions affecting third parties, regulatory filings, financial reporting, or compliance obligations.

As between the Parties, the Customer retains all rights, title, and interest in the data, documents, and content submitted to the System (“Input Data”) and in the results generated from such Input Data (“Output Data”). The Service Provider may process Input Data and Output Data solely for the purpose of providing the Services and, where technically necessary, for maintaining, securing, and improving the performance, reliability and security of the System, provided that any such use for improvement purposes shall be based on anonymized and aggregated data and shall not permit identification of the Customer or any Data Subject.

 

4.7    No Automated Decision-Making. The Customer acknowledges and agrees that the Services do not perform automated decision-making producing legal effects concerning individuals or similarly significantly affecting them within the meaning of Article 22 of the GDPR.

 

4.8    The Customer acknowledges and agrees that the provision of the System and the Services may involve the use of third-party services, technologies, software components, or infrastructure operated by independent third parties (“Third-Party Solutions”).

The Service Provider may engage Third-Party Solutions and sub-processors to perform parts of the Services on its behalf, provided that such engagement does not materially reduce the level of protection afforded to the Customer under these Terms and Conditions and, where applicable, the Data Processing Agreement.

For the avoidance of doubt, Third-Party Solutions are integrated components used by the Service Provider as part of the System and the Services and are not licensed, resold, or provided directly to the Customer as standalone products. The Customer acquires no rights in such Third-Party Solutions other than the right to access the Services as made available by the Service Provider under these Terms and Conditions.

5.      Demo

5.1.  After the Commencement Date, the Service Provider may, if so requested by a Customer, and at the sole discretion of the Service Provider, choose to grant a Demo Access to the Customer.

 

5.2.  The Service Provider reserves the right to modify, cancel and/or limit the functionalities available via the Demo Access, at its sole discretion, without notice at any time.

 

5.3.  Upon the lapse of the Demo Period, the Customer’s Demo Access will be automatically deactivated and/or blocked. If the Customer, prior to the lapse of the Demo Period, does not Subscribe to a Pricing Plan, the Customer may lose access to all data and/or information stored on the System.

 

5.4.  The Customer shall not upload any personal data (except that of the individual uploading it) into the System before the Starting Date. Any output generated by the Service Provider in relation to any data uploaded by the Customer into the System during the Demo Period is a mere demonstration of the System’s capabilities and may not be regarded as processing similar or equivalent to that constituting the Services.

 

6.      Intellectual Property Rights

6.1.  The Customer acknowledges and agrees that all Intellectual Property Rights in the System and the Services belong to the Service Provider or its licensors (as the case may be) and the Customer shall have no rights to or interest in the System and/or Services other than those expressly granted under these Terms and Conditions. The Customer undertakes, during the Term and at any time thereafter, not to challenge the Intellectual Property Rights of the Service Provider or its licensors, nor to assist any third party directly or indirectly to do so.

 

6.2.  Subject to Clause 6.1 above, the Service Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable license for the duration of the Term to use the System and/or the Services in and from the Accepted Territories, solely for the Permitted Purpose, in accordance with these Terms and Conditions, and conditional on the Customer’s compliance therewith.

 

6.3.  The Customer is not permitted to modify, adapt, translate, process, reverse engineer, rearrange or otherwise rework or make derivative works of any elements of the System, or reproduce the results achieved from any of these acts.

 

6.4.  Third-Party Solution Owners, as these are listed in Annex 4 hereto, own all and any proprietary rights to their respective Third-Party Solution and the Customer is granted only a non-exclusive, non-transferable right to use such Third-Party Solution as part of the System and/or Services hereunder.

 

6.5.  Some components of the System include open-source software licensed under the MIT License [https://choosealicense.com/licenses/mit/] (hereinafter the “MIT License”). All Intellectual Property Rights in the System and the Services belong to the Service Provider or its licensors (as the case may be), except for certain components licensed under the MIT License.

 

7.      Fees

7.1    The Service Provider offers:

a.   Subscriptions – auto-renewed Pricing Plans, each for a specified Subscription Fee and Overage Fee. Unless otherwise provided and agreed between the Customer and the Service Provider in writing, Subscription Periods are monthly or quarterly (as applicable from time to time) and shall be renewed automatically for a consecutive month or quarter each time, unless the Customer cancels its Subscription, through any available means, and cease using the Services and/or accessing the System;

b.   One-off acquisition of Tokens, acquisition of certain amount of Tokens for One-off Fee.

 

7.2    The Pricing Plans and Fees, as these are amended from time to time, are available on the Website, or can be made available by the Service Provider to a Customer.

 

7.3    For the Subscription of a Customer to a Pricing Plan, the Customer will be required to provide financial information, such as bank card information. Bank cards should be eligible for offline payments otherwise the payments cannot be settled. This process as well as the clearing process shall be made through a secured website of a reputable third party service provider of the Service Provider. Any such financial information shall be used only to charge the Customer for the Fees. The Company shall treat such information in accordance with its Privacy Policy.

 

7.4    The Customer hereby authorizes the Service Provider (or a billing agent acting on its behalf) to charge the Customer the applicable Fees using the bank card information provided (unless other payment method was expressly agreed to in writing between the parties hereto).

 

7.5    The Customer’s Subscription will remain in effect until it's expired, cancelled or terminated under these Terms and Conditions. A Subscription can be cancelled by the Customer at any time. The cancelled Subscription will remain active until the Subscription Period ends. The Customer will retain the right to use all available Tokens (if any) as long the Subscription is active.

 

7.6    If a payment of a Subscription Fee fails to be settled, an email(s) will be sent to the Customer and/or the relevant Authorized User, in order to provide sufficient funds to their bank card or to provide a different bank card in its billing information. A second attempt of the payment will take place 2 (two) Business days thereafter. If the second attempt fails again, a third attempt will take place 2 (two) Business days thereafter. If the third attempt fails, the Subscription will automatically become deactivated and the Customer and/or the Authorized User will not be able to re-activate its Subscription, unless it pays the due amount. So the grace period for failed payments for Subscription Fees is 4 (four) Business days.

 

7.7    Unless otherwise stated, all Fees are stated in, and shall be charged in, Euro.

 

7.8    The Customer hereby accepts and agrees that the Service Provider may revise the Fees at any time, or impose additional fees or charges. If the Customer is on an active Subscription, the Service Provider will do this by providing the Customer with at least 30 (thirty) calendar days’ notice prior to the next charge.

 

7.9    Unless otherwise expressly agreed to in writing, any discounts applied to a certain Subscription Period do not apply to other Subscription Periods.

 

7.10 The Fees are exclusive of applicable value added tax (VAT) and they do not include any other applicable levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any relevant jurisdiction, including, without limitation, sales, use, consumption, communications, or withholding taxes. Any amounts of such taxes are not to be deducted by the Customer from amounts payable to the Service Provider. Furthermore, the Fees do not include any charges or commissions imposed by any bank.

Subscription Fee:

7.11 By paying a Subscription Fee to the Service Provider, the Customer (a) gains access to the System and (b) receives certain amount of Tokens each billing period. Tokens can be used by the Customer only as long as they have active Subscription. Subscription Fees are stipulated in the Pricing Plans available from time to time.

 

7.12 Once the Customer Subscribes to a Pricing Plan, the Customer hereby agrees that the Service Provider will be charging the Customer the relevant Subscription Fee at the beginning of each renewed Subscription Period in relation to such renewed Subscription Period, unless the Customer cancels its Subscription and ceases using the Services and/or accessing the System prior to such renewal.

 

7.13 THE CUSTOMER HEREBY FULLY ACKNOWLEDGES, ACCEPTS AND AGREES THAT THE SUBSCRIPTION FEE IS NON-CANCELLABLE, NON-REFUNDABLE, AND NON-RECOUPABLE AND PAID ON AN UNCONDITIONAL BASIS (IRRESPECTIVELY OF WHETHER ANY SERVICES WERE RENDERED WITHIN THE SUBSCRIPTION PERIOD).

 

7.14 In the case of a cancellation of a Subscription by the Customer, no Subscription Fees are refundable to the Customer, even if not all the Tokens granted to the Customer under such Subscription have been used up by the Customer up to the cancellation of the Subscription.

Overage Fee

7.15 The Customer is entitled to use certain Overage within selected Subscription.

 

7.16 In case a Subscription is cancelled with the existing Overage, the Service Provider has the right to calculate and charge the Overage Fee, depending on the calculated Overage used by the Customer. The Customer hereby agrees that the Service Provider will be charging the Customer the relevant Overage Fee.

 

7.17 In case an invoice issued for any Overage Fee becomes overdue (i.e. after 30 calendar days from the date the respective invoice was received by the Customer), the Service Provider shall be entitled to claim interest on the overdue Overage Fee from the due date until payment of the overdue sum in full, whether before or after judgment. Interest to be applied under this Clause shall be in the amount of 8% (eight percent) above the prevalent European Central Bank reference rate of the overdue sum per each day of delay.

One-off Fee

7.18 By Paying the One-off Fee the Customer receives certain amount of Tokens as specified in respective offer. Tokens are credited only upon successful completion of payment to the Service Provider.

 

7.19 THE CUSTOMER HEREBY FULLY ACKNOWLEDGES, ACCEPTS AND AGREES THAT THE ONE-OFF FEE IS NON-CANCELLABLE, NON-REFUNDABLE, AND NON-RECOUPABLE AND PAID ON AN UNCONDITIONAL BASIS (IRRESPECTIVELY OF WHETHER ANY SERVICES WERE RENDERED).

Upgrades

7.20 The Customer may upgrade, or downgrade, its Subscription  via any available means only for the next Subscription Period. The then current rate of the new Subscription will be charged only at, and for, the next Subscription Period.

Token model and System Access

7.21 The Service is accessible only when the Customer meets all of the following conditions:

a.     There is an active Subscription with the payment for current Subscription cycle being successfully completed;

b.     Overage does not exceed the limit as specified in the Pricing Plan.

 

7.22 Token Balance is a current balance of Tokens available for the Customer. In case of existing Overage the Token Balance is negative.

 

7.23 In case of existing Overage (i.e. negative Token Balance) any grant of Tokens (through Subscription or One-off acquisition of Tokens) is first used to decrease (fully or in part) the Overage.

 

8.      Confidentiality and Data Protection

8.1    The Customer shall: (i) maintain all Confidential Information in strict and absolute secrecy and refrain from any publication, communication, or any other disclosure of Confidential Information, in whole or in part, to any third party whatsoever; (ii) take all necessary precautions to keep Confidential Information secure and apply the same security measures and degree of care to Confidential Information as the Customer applies to its own confidential information; and (iii) immediately inform the Service Provider of any damage to or accidental loss of Confidential Information, including transfer to or use by unauthorized persons.

 

8.2    The Customer shall not: (i) use Confidential Information in order to build a product or service which competes with the Services; (ii) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Confidential Information (as applicable) in any form or media or by any means to any individual or entity; or (iii) reverse engineer, decompile or disassemble Confidential Information.

 

8.3    The Customer shall not be prevented from disclosing Confidential Information to members of personnel or professional advisors (hereinafter the “Representatives”) who need to know it and who have agreed in writing to confidentiality obligations no less restrictive than those contained herein. The Customer shall ensure that any Representatives: (i) use Confidential Information only for the purposes of these Terms and Conditions; and (ii) keep such Confidential Information secret and secure. The Customer shall remain liable for any act or omission by its Representatives as if they were its own.

 

8.4    In the event that the Customer or any of its Representatives are requested pursuant to any Applicable Law or regulation or by legal process to disclose any Confidential Information, the Customer shall give the Service Provider prompt notice of such request or legal process in order to enable the Service Provider: (i) to seek an appropriate protective order or other remedy; or (ii) to consult with the Customer with respect to taking steps to resist or narrow the scope of such request or legal process. In the event that such protective order or other remedy is not obtained, the Customer shall use commercially reasonable efforts to disclose only that portion of Confidential Information which is legally required to be disclosed and to require that all Confidential Information that is so disclosed will be accorded confidential treatment.

 

8.5    If so requested by the Service Provider at any time by written notice to the Customer, the Customer shall promptly: (i) destroy or return to the Service Provider all documents and materials (and any copies thereof) containing, reflecting, incorporating or based on the Confidential Information; (ii) erase all Confidential Information from its computer and communications systems, devices and other means of electronic storage; and (iii) certify in writing to the Service Provider that it has complied with the requirements of this Clause 8.5.

 

8.6    Without affecting any other rights and remedies that the Service Provider may have, the Customer hereby agrees that damages would not be an adequate remedy for any breach of this Clause 8 by the Customer and that the Service Provider shall be entitled to remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 8. The Customer’s liability for any breach of the provisions of this Clause 8 shall not be subject to any liability limitation otherwise applicable under these Terms and Conditions.

 

8.7    Notwithstanding anything to the contrary, Clauses 8.1-8.6 shall survive the expiry or termination of these Terms and Conditions indefinitely.

 

8.8    The Service Provider shall guarantee protection of Personal Data received under these Terms and Conditions as set out in the DPA available on the Website.

 

8.9    The Customer grants the Service Provider permission to use such Personal Data transferred to the Service Provider under these Terms and Conditions for: (i) developing and testing the Services and/or the System to improve their capabilities for detection and prevention of fraud, including through automated and algorithmic techniques, based on anonymized and aggregated data; (ii) fulfilling its commitments under the Terms and Conditions and providing a competitive service; (iii) identifying, flagging, monitoring, and reporting potentially fraudulent patterns and other signs of suspicious behaviour which could lead to or signal any illicit activity; (iv) producing anonymised and/or aggregated statistical reports and research; and (v) producing and storing audit log records and reports based on internal information security and Personal Data protection requirements.

 

8.10 The Customer acknowledges and authorises the collection and processing of the Customer’s or its End Users’ Personal Data by the Service Provider and its affiliates or Sub-processors (as these are listed in Annex 3 hereto from time to time), in accordance with these Terms and Conditions and the Data Processing Agreement, for the purposes of the Customer’s registration, access to, and use of the Services.

 

8.11 The Service Provider hereby further represents and confirms that it has been informed that its Personal Data or those of its End Users may or will be retained and stored by the Service Provider, or any of its affiliates or Sub-processors (as these are listed in Annex 3 hereto from time to time) and will be permanently destroyed based on the Customer’s instructions when the Customer’s initial purpose and/or retention period prescribed by applicable law expires.  

 

8.12 Where these Terms and Conditions are terminated for any reason, the Service Provider shall, (i) subject to the Customer’s written request and unless the Customer is in breach of these Terms and Conditions as of the termination date, enable the Customer to retrieve all personal data related to third parties as may be stored at the relevant time in the Customer’s dedicated account in the Dashboard, free of charge, within 30 (thirty) calendar days following the termination date; and subsequently (ii) delete all such personal data (excluding any data that the Service Provider may be permitted or obliged to retain under these Terms and Conditions or the Applicable Laws and regulations) from the System in the absence of the Parties’ mutual agreement to the contrary.

 

9.      Security

9.1    The Customer shall not permit, enable, or provide access to the System to anyone except the Authorized Users. In particular, where the Customer uses Security Features or other credentials in relation to the System, the Customer shall keep those confidential and not share them other than with the Authorized Users.

 

9.2    Where an Authorized User requires a separate set of Security Features or other credentials to access the System, a request for these shall only be submitted to the Service Provider by another Authorized User.

 

9.3    All and any actions carried out in the System with the use of Security Features or other credentials previously issued by the Service Provider to the Customer or its Authorized Users or created by the Customer or its Authorized Users shall be regarded as performed by Authorized Users. The Service Provider shall not be in any way liable for the consequences of such actions.

 

9.4    The Customer shall be responsible and liable for any acts or omissions of its Authorized Users (and any third parties that may be regarded as Authorized Users) as if they were its own.

 

9.5    The Customer is responsible for keeping Authorized Users’ list up to date and restricting access to Authorized Users that should not have access anymore.

 

10.    Liability

10.1 SUBJECT TO CLAUSE 10.2 HEREINBELOW, THIS CLAUSE 10 SETS OUT THE ENTIRE FINANCIAL LIABILITY OF THE SERVICE PROVIDER (INCLUDING ANY LIABILITY FOR THE ACTS OR OMISSIONS OF ITS EMPLOYEES, AGENTS AND SUB-CONTRACTORS) IN RESPECT OF: (I) ANY BREACH OF THESE TERMS AND CONDITIONS; (II) ANY USE MADE BY THE CUSTOMER OF THE SERVICES OR ANY PART THEREOF; AND (III) ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION (INCLUDING NEGLIGENCE) OR BREACH OF STATUTORY DUTY ARISING UNDER OR IN CONNECTION WITH THE TERMS AND CONDITIONS.

 

10.2 NEITHER PARTY EXCLUDES OR LIMITS LIABILITY TO THE OTHER PARTY FOR: (i) FRAUD OR FRAUDULENT MISREPRESENTATION; (ii) PAYMENT OF SUMS PROPERLY DUE AND OWING TO THE OTHER PARTY IN THE COURSE OF NORMAL PERFORMANCE OF THESE TERMS AND CONDITIONS; (iii) ANY INDEMNITIES UNDER THESE TERMS AND CONDITIONS; OR (iv) ANY MATTER FOR WHICH IT WOULD BE UNLAWFUL FOR THE PARTIES TO EXCLUDE OR LIMIT LIABILITY.

 

10.3 SUBJECT TO CLAUSE 10.2, THE SERVICE PROVIDER SHALL NOT IN ANY CIRCUMSTANCES BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING FOR NEGLIGENCE AND BREACH OF STATUTORY DUTY HOWSOEVER ARISING), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE, FOR: (i) ANY LOSS OF PROFITS, INCOME, GOODWILL, REVENUE, REPUTATION, OR BUSINESS OPPORTUNITIES; (ii) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES NOT COVERED UNDER SUBCLAUSE 8.3(i); (iii) ANY LOSS OR CORRUPTION OF DATA OR INFORMATION, EXCEPT IF IT WAS CAUSED BY A BREACH OF THESE TERMS AND CONDITIONS BY THE SERVICE PROVIDER.

 

10.4 SUBJECT TO CLAUSE 10.2, THE SYSTEM IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE SERVICE PROVIDER BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SYSTEM OR THE SERVICES OR THE USE OR OTHER DEALINGS IN THE SYSTEM OR THE SERVICES.

 

10.5 SUBJECT TO CLAUSE 10.2, THE SERVICE PROVIDER’S TOTAL AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND BREACH OF STATUTORY DUTY HOWSOEVER ARISING), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THESE TERMS AND CONDITIONS OR ANY COLLATERAL CONTRACT SHALL IN ALL CIRCUMSTANCES BE LIMITED TO: (i) 100% OF THE TOTAL FEES PAID BY THE CUSTOMER TO THE SERVICE PROVIDER DURING THE BILLING CYCLE WITHIN WHICH THE CAUSE OF ACTION FIRST AROSE; OR (ii) 2,000 (TWO THOUSAND) EUR, WHICHEVER IS LESS. THIS LIABILITY LIMITATION IS CUMULATIVE AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE IT.

 

10.6 THE CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR ANY CONCLUSIONS DRAWN FROM USE OF THE SERVICES. THE RESPONSIBILITY TO CHECK THE ACCURACY OF ENTRIES INTO THE SYSTEM BY THE CUSTOMER FULLY STAYS WITH THE CUSTOMER. THE SERVICE PROVIDER MAY NOT BE HELD RESPONSIBLE AND/OR LIABLE FOR ANY CLAIMS IN CASE THE ENTRIES WERE NOT CHECKED, WERE INCLUDED INTO FINANCIAL STATEMENTS AND CAUSED ANY DAMAGES, LOSSES, EXPENSES, EXTRA AUDIT COSTS, TAX CLAIMS ETC. TO THE CUSTOMER AND/OR THE END USER.

 

10.7 THE SERVICE PROVIDER SHALL NOT BE HELD RESPONSIBLE AND/OR LIABLE FOR ANY MALFUNCTION AND/OR ERROR AND/OR FAILURE OF THE SYSTEM CAUSED BY OR ATTRIBUTED TO THE API OF THE PROVIDER OF THE CUSTOMER SOFTWARE, NOT BEING AVAILABLE AT ANY TIME. THE SERVICE PROVIDER DOES NOT COVER OR COMPENSATE THE FEES AND/OR COSTS AND/OR EXPENSES FOR USING, BY THE CUSTOMER, OF AN API, IN CASE SUCH FEES ARE BILLED BY THE PROVIDER OF THE CUSTOMER SOFTWARE.

 

10.8 THE CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE SERVICE PROVIDER, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, SHAREHOLDERS, DIRECTORS, AND PERSONNEL (AND KEEP THEM INDEMNIFIED ON A FULL INDEMNITY BASIS) FROM AND AGAINST ANY THIRD PARTY CLAIMS, SUITS, HEARINGS, ACTIONS, DAMAGES, LIABILITIES, FINES, PENALTIES, COSTS, LOSSES, JUDGMENTS OR EXPENSES (INCLUDING ALL ATTORNEY FEES) ARISING OUT OF OR IN CONNECTION WITH THE CUSTOMER’S USE OF THE SERVICES OR THE CUSTOMER’S PERFORMANCE UNDER THESE TERMS AND CONDITIONS (HEREINAFTER COLLECTIVELY, “CLAIMS”), PROVIDED AND TO THE EXTENT THAT SUCH CLAIMS ARE NOT DIRECTLY ATTRIBUTABLE TO ANY BREACH HEREOF BY THE SERVICE PROVIDER.

 

10.9 IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THESE TERMS AND CONDITIONS WHICH ESTABLISHES A LIMITATION OF LIABILITY, DISCLAIMER, WARRANTY OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND SHALL BE ENFORCED AS SUCH.

 

10.10      THIRD-PARTY SOLUTION OWNERS SHALL BE EXCLUDED FROM ANY AND ALL LIABILITY TO THE CUSTOMER AND ANY END USER FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR LOST PROFITS OR OTHER DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE HEREUNDER.

 

10.11      All disputes between the Service Provider and the Customer and/or End Users, whether or not relating to any information, data or forms available on or through a Third-Party Solution Owners be settled by and between the Service Provider and the Customer and/or End Users.  Third-Party Solution Owners bear no responsibility for resolving such disputes and has no obligation to be involved in any way in any such dispute.

 

11.    Representations and Warranties and Covenants

 

11.1 The Customer warrants and represents that: (i) it is duly incorporated, organized and validly existing under the Applicable Law; (ii) it has good and sufficient capacity, power, authority and right to enter into, execute and deliver these Terms and Conditions, to complete the transactions contemplated hereby and to duly observe and perform the covenants and obligations contained herein; and (iii) all necessary corporate action has been taken by it to authorize and approve the execution and delivery of these Terms and Conditions, the completion of the transactions contemplated hereby and the observance and performance of the covenants and obligations contained herein.

 

11.2 The Customer hereby warrants and covenants not to: (i) use the System and/or the Services to discriminate against any third party or in a manner that causes damage or injury to any person or property or is otherwise incompatible with any Applicable Law or regulation; (ii) use the System and/or the Services for any purposes other than the Permitted Purpose; (iii) use the System and/or the Services in a manner that could be reasonably expected to bring the Service Provider into disrepute or otherwise harm its reputation; (iv) act or omit to act in a way that interferes with or compromises the integrity or security of the System and/or the Services; (v) use the System and/or the Services from anywhere else than the Accepted Territories; (vi) decompile or reverse engineer the System; (vii) modify, publish, transmit, license, sublicense, transfer, sell, distribute, reproduce, create derivative or collective works from, or in any way  exploit the system beyond the scope of Permitted Purpose, or make the system available, in whole or in part; (viii) disclose results of any Services or program benchmark tests without the Service Provider’s prior written consent; (ix) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the System available to any third party other than as expressly permitted under this Agreement; (x) transmit files, content, photographs, videos, personal or technical data or any other type of information or data (hereinafter collectively the “User Content”) that is defamatory or libelous; (xi) transmit any User Content that it has no rights to, or for which transmission would constitute infringement of third-party Intellectual Property Rights; or (g) transmit any viruses, malicious code, Trojans, worms, corrupted files, or any other similar software that may damage the operation of another's computer, data or property, or transmit any other harmful or code technology.

 

11.3 No conditions, warranties or other terms apply to the System and/or any Services supplied by the Service Provider under these Terms and Conditions other than those expressly set forth herein. The Service Provider hereby disclaims any implied warranties whether arising under law, through course of dealing, or otherwise, including any implied warranties of non-infringement, title, satisfactory quality, fitness for purpose, merchantability or conformance with description. In addition, the Service Provider does not warrant or enter into any other term to the effect that the Services or any other technology provided in connection with these Terms and Conditions will be entirely free from defects or errors. The Customer acknowledges that the System and the Services are provided on an “as is” basis. The Services are not intended to be used as the sole basis for any business decision (including where those business decisions concern third parties). The Customer agrees that the Service Provider has no liability for any inaccuracy, incompleteness or other error in the Services which is attributable to data provided by the Customer or any third party, including cases where the provision of a Service may be limited, suspended or discontinued due to a deficiency and/or unavailability of data submitted by an external third-party source the Service Provider may engage to provide the relevant Service. The Services are based on information that was not collected, in whole or in part, for the purpose of serving as a factor in establishing a consumer's eligibility for credit or insurance, being used primarily for personal, family or household purposes, employment, or any other similar purpose. For the avoidance of doubt, the disclaimers and exclusions set out in this Section apply in full to any AI-assisted, automated, or algorithmic processing performed as part of the Services, including any outputs generated pursuant to Clause 4.6.

 

11.4 The Customer hereby warrants and covenants not to: (a) decompile or reverse engineer any Third-Party Solution; (b) modify, publish, transmit, license, sublicense, transfer, sell, distribute, reproduce, create derivative or collective works from, or in any way  exploit any Third-Party Solution beyond the scope of permitted use or make the any Third-Party Solution available, in whole or in part; (c) disclose results of any services or program benchmark tests without the Third-Party Solution Owner’s prior written consent; (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make  the Third-Party Solution available to any third party other than as expressly permitted under this Agreement; (e) transmit any User Content that is defamatory or libelous; (f) transmit any User Content that it has no rights to, or for which transmission would constitute infringement of third-party intellectual property rights; or (g) transmit any viruses, malicious code, Trojans, worms, corrupted files, or any other similar software that may damage the operation of another's computer, data or property, or transmit any other harmful or code technology.

 

11.5 The Customer hereby agrees and covenants to comply with all applicable legal requirements regarding privacy and data protection.

 

12.    Suspension and Termination

12.1 Either Party may terminate these Terms and Conditions with immediate effect by giving written notice to the other Party if: (i) the other Party is in breach of any provisions of these Terms and Conditions; (ii) the other Party is in violation of any Applicable Law or legal regulation; or (iii) the other Party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business, or any analogous event happens to the other Party in any jurisdiction in which it is incorporated or resident or in which it conducts business or has assets. Termination of these Terms and Conditions by the Service Provider also means the simultaneous cancellation of the Customer’s applicable Subscription and the elimination of access to the System and the Services by the Customer.

 

12.2 Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after the termination of these Terms and Conditions shall remain in full force and effect. Termination of these Terms and Conditions for any reason shall not affect the accrued rights, remedies, obligations or liabilities of the Parties that may have accrued by the termination date.

 

12.3 The Service Provider reserves the right, at its sole discretion, to limit or suspend the Customer’s or any Authorized User’s access to the System and/or the Services and/or terminate these Terms and Conditions with immediate effect where it knows or reasonably suspects that:

 

12.4.1.   the Customer is in breach of any warranties, representations, covenants or obligations set out in Clauses 11.1-11.2;

 

12.4.2.   the Customer (including any of its affiliates and their respective ultimate beneficial owners, directors, officers, agents, or employees) is in breach of any Applicable Laws or regulations or is subject to any local or international sanctions or restrictions;

 

12.4.3.   the Customer infringes on the Intellectual Property Rights of the Service Provider, its affiliates or its counterparties;

 

12.4.4.   the Customer has disclosed any Confidential Information in a manner not permitted under these Terms and Conditions;

 

12.4.5.   a third party has gained unauthorised access to the System and/or the Services as a result of the Customer’s actions or omissions or by using the Security Features or other credentials previously issued by the Service Provider to the Customer or its Authorized User;

 

12.4.6.   the Customer’s actions may, in the Service Provider’s reasonable opinion, be detrimental to the legitimate interests or business reputation of the Service Provider or its counterparties; and/or

 

12.4.7.   the Customer violates the Permitted Purpose.

 

12.4 The Service Provider may terminate these Terms and Conditions with immediate effect by giving written notice to the Customer where the Customer withdraws any consent required under applicable Data Protection Laws, to the extent such consent is necessary for the continued provision of the Services.

 

12.5 In case of suspension, full access to the System and/or the Services may be restored by the Service Provider at its sole discretion and subject to the Customer taking such actions and providing such information as the Service Provider may further determine.

 

12.6 Where the Service Provider is permitted to suspend or limit or discontinue or modify or remove the Customer’s access to the System and/or the Services under these Terms and Conditions, it shall be entitled to do so, in all cases in its sole discretion, (i) with immediate effect and with no prior notice; or (ii) in several consecutive steps (e.g., by disabling the Customer's access to the Dashboard and subsequently stopping the provision of Services altogether); or (iii) in any other manner.

 

12.7 In case of a termination by the Service Provider due to the Customer’s fault under Clauses 12.1, 12.3 and 12.4 above, the access provided to the Customer to the System and/or the Services is immediately blocked and any Overage Fee owed to the Service Provider by the Customer becomes due and payable immediately.

 

13.    General

13.1 A Party shall not be considered to be in breach of these Terms and Conditions, and shall be excused from performance or liability for damages to the other Party (or any third party), if and to the extent it is delayed in or prevented from performing or carrying out any of the provisions of these Terms and Conditions due to a labor disturbance, sabotage, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, earthquake, explosion, epidemic, or any other cause beyond such Party’s reasonable control, including, but not limited to, any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the operational control of the Party (hereinafter “Force Majeure”). Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of the Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder. Either Party shall be entitled to terminate these Terms and Conditions with immediate effect by giving the other Party written notice if the Force Majeure event remains unremedied for a period of 60 (sixty) consecutive calendar days.

 

13.2 The Service Provider may update these Terms and Conditions occasionally from time to time at its sole discretion. The Service Provider shall use reasonable endeavors to notify the Customer of such updates through the email provided by the Customer during the Registration. The Customer is solely responsible for ensuring it has read, acknowledged, and agreed to the updated version of these Terms and Conditions. For the avoidance of doubt, the Customer’s continued usage of the System and/or the Services or the fact that the Customer had not objected to the updates made to these Terms and Conditions before they became effective shall be regarded as acceptance of the updates thereto.

 

13.3 Failure or delay of either Party in exercising any right or remedy under these Terms and Conditions shall not constitute a waiver of such (or any other) right or remedy. The use of any remedy by either Party shall not constitute an election of that remedy to the exclusion of any other right or remedy.

 

13.4 If any provision of these Terms and Conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of these Terms and Conditions.

 

13.5 These Terms and Conditions constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of these Terms and Conditions (unless expressly agreed otherwise by the Parties). Each Party acknowledges that in entering into these Terms and Conditions, it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other Party in relation to the subject matter of these Terms and Conditions other than those which are set out herein (or those which the Terms and Conditions explicitly refer to).

 

13.6 Except as expressly stated otherwise, nothing in these Terms and Conditions shall create or confer any rights or other benefits in favour of any person other than the Parties. Except as expressly stated otherwise, nothing in these Terms and Conditions shall create an agency, partnership or joint venture of any kind between the Parties. Neither Party shall have authority to act in the name of or on behalf of the other, or to enter into any commitment or make any representation or warranty or otherwise bind the other in any way.

 

13.7 The Customer may not assign any of its rights or obligations under these Terms and Conditions without the prior written consent of the Service Provider, such consent not to be unreasonably withheld. If permitted under the Applicable Laws and regulations, the Service Provider may assign its rights and/or obligations to one of its affiliates (meaning entities controlled by, controlling, or under common control with the Service Provider) without the Customer’s consent. Notwithstanding the foregoing, either Party may assign, subject to advance written notice, its rights or obligations under these Terms and Conditions to an acquirer of all or substantially all of the assets of such Party without the consent of the other.

 

13.8 The Customer is only permitted to make public announcements and/or publish written materials concerning the Service Provider and/or the existence and nature of the business relationship between the Parties subject to the Service Provider’s prior written consent, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. The Service Provider may freely use the Customer’s trademarks (including logos) in its promotional or marketing materials, on the Website, etc., for the purpose of publicly identifying the Customer as its counterparty.

 

13.9 Unless specified otherwise in these Terms and Conditions, any notice or communication required or permitted to be given hereunder shall be in writing and in English. It may be delivered:

 

13.9.1.   by hand to a responsible person during ordinary business hours at the then current physical address as indicated by the receiving Party and shall be deemed received on the day of delivery,

 

13.9.2.   by email to the receiving Party’s chosen email address and shall be deemed received on the date and at the time recorded by the recipient’s email server (unless there is evidence to the contrary that it was delivered on a different date or at a different time),

 

13.9.3.   via Dashboard, or

 

13.9.4.   via other means mutually and explicitly agreed in writing by the Parties, and shall be deemed received by written or automated receipt or electronic log (as applicable). The Parties may update their email and physical addresses for notices or communication at any time by notice in writing, or through the Dashboard, or as otherwise provided under this Clause 13.9.

 

13.10  The Parties shall: (i) comply with all Applicable Laws, statutes and regulations relating to anti-bribery and anti-corruption; and (ii) promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of these Terms and Conditions.

 

14.    Governing Law and Dispute Resolution

14.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Cyprus.

 

14.2 Any disputes arising between the Parties shall be settled through negotiations between them. In case a dispute cannot be resolved through negotiations of the Parties within 30 (thirty) calendar days, the Parties agree that their dispute will be subject to the sole and exclusive jurisdiction of the courts located in the Republic of Cyprus.

 

 

Annex 1

Service Level Agreement

This service level agreement (“SLA”) is a policy governing the use of the System and/or the Services (hereinafter “Service”) by the Customer under the Terms and Conditions.

Except as otherwise provided herein, this SLA is subject to the Terms and Conditions. Terms not otherwise defined herein shall have the meaning given to them in the Terms and Conditions.

1.   Scope of Service

This SLA covers the following:

1.1    Uptime and availability commitments;

1.2    Performance and response time for technical issues;

1.3    Support and incident management; and

1.4    Maintenance and updates.

2.   Uptime and Availability

2.1    Uptime Commitment: The Service will have a monthly uptime percentage of 99%, calculated as follows:

2.2    Exclusions: The Uptime Commitment does not include outages due to:

2.2.1       Scheduled maintenance (with at least 48 hours' notice);

2.2.2       Force majeure events (natural disasters, acts of war, etc.) as this is defined in the Terms and Conditions;

2.2.3       Client-side issues (network outages, incorrect usage of the System); or

2.2.4       Downtime caused by the Customer Software or downtime caused by Customer’s servers in case Customer’s Software database is located on Customer’s infrastructure.

3.   Support and Incident Management

4.1.   Support Hours: Support is available during business hours, i.e. 09:00 – 18:00.

 

4.2.   Response Times:

4.2.1       Critical issues (e.g., complete service outage): Acknowledgment within 1 hour, resolution within 4 hours.

 

4.2.2       High-priority issues (e.g., degraded performance): Acknowledgment within 4 hours, resolution within 8 hours.

4.2.3       Low-priority issues (e.g., feature requests): Acknowledgment within 2 business days, resolution in consultation with the Customer.

 

For any issues caused and/or attributed to actions or inactions of the Customer, and/or caused and/or attributed to the API of the provider of the Customer Software, the above Response Times will not be applicable, and the Service Provider is not responsible, and has no obligation, to act under this SLA.

 

4.3.   Support contact methods: [email, phone, ticketing system].

4.   Maintenance

5.1.   Scheduled Maintenance: Regular maintenance will occur outside of business hours (as provided in 4.1. above), and clients will be notified at least 48 hours in advance.

5.2.    

5.3.   Emergency Maintenance: In the event of an urgent issue, the Service Provider will notify the Customer as soon as possible.

5.   Remedies

6.1.   If the Service Provider fails to meet the Uptime or Performance Commitments outlined in this SLA:

6.1.1       Service Credits: Customers are eligible for service credits as follows:

a.     Uptime below 99%: [e.g., 10% of monthly fee] credited.

b.     Uptime below 95%: [e.g., 25% of monthly fee] credited.

 

6.1.2        The Service Provider may, but is not obligated, to credit the Customer with the above number of Service Credits to the Customer due to not meeting the Uptime or Performance Commitments outlined in this SLA. The Customer should provide the relevant claim to the Service Provider in writing at support@adminza.ai not later than 30 (thirty) calendar days after the then current Subscription Period ends, otherwise the Customer may not be able to benefit from the above Service Credits.

 

6.   Client Responsibilities

7.1.   Proper usage of the Service according to the documentation.

7.2.   Prompt reporting of issues with adequate details.

7.   Termination

8.1. The Service Provider reserves the right to terminate this SLA if the Customer:

8.1.1       Breaches the Terms of Service.

8.1.2       Misuses the System in violation of Applicable Laws.

8.   Amendments

9.1.   This SLA may be updated in the manner described in Clause 13.2. of the Terms and Conditions.

9.    Contact Information

10.1.       For support and inquiries, contact:

·     Email: support@adminza.ai

10. Limitation of Liability

11.1.       UNDER NO CIRCUMSTANCES SHALL THE SERVICE PROVIDER BE LIABLE FOR ANY DAMAGES SUFFERED BY THE CUSTOMER AS A RESULT OF USE OR INABILITY TO USE THE SERVICE, OR THE FAILURE OF THE SERVICE TO MEET THE ANNUAL UPTIME COMMITMENT, OR CAUSED BY ERRORS, INTERRUPTION OF SERVICE, REMOVAL OF FILES, CHANGE IN FUNCTIONALITY, DEFECTS AND THE LIKE, HOWSOEVER CAUSED. THE ONLY REMEDY AVAILABLE TO THE CUSTOMER WITH RESPECT TO THE ABOVE ARE THE CREDITS ELIGIBILITY AS PER CLAUSE 6 ABOVE.

11.2.       EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE PROVIDER MAKES NO OTHER WARRANTIES OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, REGARDING THE SERVICE, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE.

11.3.       IN NO CASE SHALL THE SERVICE PROVIDER BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING THE LOSS OF PROFITS) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

 

Annex 2

List of supported and compatible Customer Software

Software	Software Provider
E-Soft Accounting Software System	E.C.S. E-Soft Business Software Ltd.
E-Soft Inventory Suite/Stock Control	E.C.S. E-Soft Business Software Ltd.

 

 

Annex 3

List of Sub-processors

 

Sub-processor	Description of Processing	Country of subprocessing/data storage
ABBYY Europe GmbH	Various documents processing scenarios	European Union
Amazon Web Services (EU Zone)	Cloud Provider	European Union

 

 

Annex 4

List of Third-Party Solutions

Owner	Function
ABBYY Europe GmbH	A solution for optical character recognition and document processing.

 

This Annex is provided for informational and compliance purposes only. The use of third-party technologies referenced herein does not create any contractual relationship between the Customer and such third-party providers, nor does it modify or expand the obligations of the Service Provider under these Terms and Conditions.