Terms and Conditions – AI.dp

Version: 1.3

Date: December 18th, 2024

1. Parties involved

2. Provision of the Software and services

3. Dependencies and responsibilities

4. Handling Data

5. Rates

6. Availability

7. Liability

8. Right of use and intellectual property rights

9. Confidentiality

10. Renewal and termination

11. Disputes and applicable law

These Terms and Conditions (“Agreement”) are made and entered into as of the date thatthe AI.dp Platform account was taken into use by and between Klippa App B.V.,with its principal place of business at Laan Corpus den Hoorn 1 in Groningen, theNetherlands (“Klippa”, “DocHorizon” or “we”) and you, the individual or entity accessing orusing the AI.dp Platform (“you” or “User”). This Agreement sets forth the legallybinding terms and conditions for your use of the AI.dp Platform accessible athttps://dochorizon.klippa.com/ (the “Platform”).

Doxis will use commercially reasonable efforts to make the AI.dp Platform availableto you. However, you acknowledge that the Platform may be unavailable from time to timedue to:

Scheduled Maintenance: Doxis may perform scheduled maintenance, during which thePlatform may be temporarily unavailable. Doxis will use reasonable efforts to provideadvance notice of scheduled maintenance. 

Unexpected Downtime: While Doxis strives to maintain continuous Platform availability,unexpected downtime may occur due to technical issues, third-party service disruptions, orother unforeseen circumstances. Doxis will take prompt action to address and resolve anyunexpected downtime.

Force Majeure: Doxis shall not be liable for any unavailability or interruption of thePlatform caused by events outside of Doxis’ reasonable control, such as natural disasters,power outages, or major internet disruptions.

You acknowledge that the performance of the AI.dp Platform depends on variousfactors, some of which are outside of Doxis’ control. These include:

– The Platform relies on external factors such as internet connectivity, third-partyservices (e.g., hosting providers), and your own IT environment (e.g., your device,browser, and internet connection).

– Doxis cannot guarantee that the Platform will be available at all times or operatewithout interruptions or errors.

– The accuracy of the results generated by the Platform depends on the quality andaccuracy of the data you upload.

– Doxis is not responsible for the content or accuracy of the data you processthrough the Platform.

– Ensure your IT environment is compatible with the Platform.

– Providing accurate and complete data for processing.

– Follow all applicable laws and regulations when using the Platform, including dataprotection laws.

– The security of your account credentials and any data you store or process on thePlatform.

– Doxis acts as the Data Controller for personal data you provide to create andmanage your account, such as your name and email address.

– Doxis acts as the Data Processor when processing personal data contained indocuments you upload to the Platform for processing. As the Data Controller forsuch documents, you are responsible for ensuring you have a lawful basis forprocessing this data and for complying with all applicable data protectionobligations.

– The AI.dp Platform allows you to store data related to your documentprocessing activities.

– You can configure data retention periods within the Platform’s settings to controlhow long your data is stored.

– You are solely responsible for ensuring that you have a lawful basis for storing anydata on the Platform, including compliance with all applicable data protection lawsand regulations.

– Doxis is not responsible for any unauthorized access to, or loss or destruction of,your stored data, except to the extent caused by Doxis’ breach of these Termsand Conditions.

– The current fees for using the AI.dp Platform are displayed on the Platform.

– These fees are subject to change at Doxis’ discretion. Doxis will use commerciallyreasonable efforts to provide you with notice of any material changes to the fees.

– Doxis reserves the right to implement a bespoke pricing model for specific users orservices, which may not be publicly displayed on the Platform. Such bespoke pricingwill be communicated to you separately and agreed upon in writing.

– You are free to choose your preferred payment method from the options madeavailable by Doxis on the Platform. These options may include credit card, debitcard, bank transfer, or other payment methods as indicated on the Platform.

– Doxis reserves the right to add or remove payment methods at its discretion.

– You agree to provide accurate and complete payment information and to updatesuch information promptly if it changes.

– You agree to pay all fees for the AI.dp Platform in accordance with thepayment terms specified on the Platform or as otherwise agreed in writing.

– Unless otherwise stated, payments are due within 30 days of the invoice date.

– If payment is not received by the due date, Doxis reserves the right to:

     ○ Suspend your access to the Platform until the outstanding balance is paid.

     ○ Recover collection costs, including reasonable legal fees, incurred incollecting the overdue amount.

Doxis will use commercially reasonable efforts to make the AI.dp Platform availableto you. However, you understand that the Platform may be temporarily unavailable due toscheduled maintenance, unexpected technical issues, or other factors outside of Doxis’control. Doxis will provide advance notice of scheduled maintenance whenever possible.

Doxis will use commercially reasonable efforts to provide the AI.dp Platform andfulfill its obligations under these Terms and Conditions. However, Doxis’ liability for anydamages arising from your use of the Platform, whether based on breach of contract,negligence, or any other legal theory, is limited as follows:

Doxis (or its licensors) owns the intellectual property rights in the AI.dp Platform,including the software, designs, documentation, and any related materials.

– Doxis grants you a non-exclusive, non-transferable, limited license to use thePlatform for your own business purposes. This license allows you to access and usethe Platform’s features as described in these Terms and Conditions.

– You may not sublicense, resell, or otherwise distribute the Platform or any part of it.

– You may not modify, reverse engineer, or attempt to extract the source code of thePlatform.

– You agree to use the Platform only for lawful purposes and in compliance with allapplicable laws and regulations.

– You are responsible for the content and data you process through the Platform.

– Doxis will defend you against any claims from third parties alleging that thePlatform infringes their intellectual property rights.

– If such a claim arises, you must promptly notify Doxis in writing and provide Klippawith all necessary information and cooperation.

– Doxis’ liability under this indemnity is limited to the amount of fees you paid toDoxis for the Platform in the 12 months preceding the claim.

– Both you and Doxis agree to keep confidential all information received from theother party in connection with these Terms and Conditions and the AI.dpPlatform. This includes information about the Platform’s functionality, pricing, andany other non-public information.

– You may only disclose confidential information to your employees or contractorswho need to know the information to use the Platform for your business purposes.

– Confidential information does not include information that:

     ○ Was already publicly known.

     ○ Becomes publicly known through no fault of yours.

     ○ You are required to disclose by law.

– You retain ownership of all data you upload or process through the Platform.

– Doxis may use your data in anonymized form for the purpose of providing andimproving the Platform, complying with legal obligations, and as otherwisepermitted by these Terms and Conditions and our Privacy Policy.

These Terms and Conditions will remain in effect for as long as you use theAI.dp Platform.

– By You: You may terminate these Terms and Conditions by closing youraccount through the account settings on the Platform.

– By Doxis: Doxis may terminate these Terms and Conditions orsuspend your access to the Platform at any time for any reason,including:

     ○ Breach of these Terms and Conditions.

     ○ Non-payment of fees.

     ○ Discontinuation of the Platform or a particular service.

– Notice of Termination: Doxis will use commercially reasonableefforts to provide you with notice of termination, but Doxis reservesthe right to terminate immediately in certain circumstances, such as forsecurity or legal reasons.

– Upon termination of these Terms and Conditions, your right to use theAI.dp Platform will immediately cease.

– You will remain responsible for any unpaid fees or other obligationsincurred prior to termination.

– Doxis may delete your account and any data associated with it upontermination.

– Doxis may update these Terms and Conditions from time to time. Wewill post any changes on the Platform and notify you by email orthrough the Platform. Your continued use of the Platform following theposting of revised Terms and Conditions constitutes your acceptance ofthe changes.

– These Terms and Conditions are governed by and construed in accordance with thelaws of the Netherlands, excluding its conflict of laws rules.

– The United Nations Convention on Contracts for the International Sale of Goods(CISG) does not apply.

– If any provision of these Terms and Conditions is held to be invalid orunenforceable, such provision shall be struck and the remaining provisions shallremain in full force and effect.

– Any dispute arising out of or relating to these Terms and Conditions or your use ofthe AI.dp Platform will be subject to the exclusive jurisdiction of thecompetent court in Groningen, the Netherlands.