COMPANY REGISTRATION NO.: 38798073
1 Subject Matter
Ravnsborggade 8B, 5th floor
2200 Copenhagen N
(referred to hereafter as: “Archii”, “us” or “we”),
and the user of the Archii Software (the “Customer”) regarding the use of the Archii Software (the “Usage”).
2 Data Processing
As we are located within the EU, we are compliant with the General Data Protection Regulation (GDPR). As the Archii Software is handling the Customer’s documents which might contain personal data, our data processing agreement (the “Data Processing Agreement”) is an integral part of these Terms. The Data Processing Agreement is attached as Schedule 1 below.
3 Archii Software
Archii supplies software that are built on, among others, machine learning algorithms, natural language processing, search and data visualization to be able to identify, classify and extract data from documents across multiple locations for multiple purposes (the “Archii Software”).
The Archii Software is supplied as a cloud solution with a local client to be installed on the Customer’s computer.
The Usage of the Archii Software can vary from customer to customer both will in most circumstances have the purpose of getting a structured overview of documents within the Customer’s business or the extraction of certain data from such documents, such as personal data.
The Archii Software is a business-to-business software and not intended for use by consumers.
4 Acceptance of the Terms
The creation of an account through the sign-up flow and download of the Archii Software (both as a free trial and on the base of specific offer) – or any other Usage – is deemed an acceptance of these Terms, including the Data Processing Agreement, and constitutes a legally binding agreement between the Customer and Archii.
A valid e-mail-address and a personally assigned password are required for the download of the Archii Software. For any Customer accepting a specific offer, the Customer will have to provide company name, full name of contact person and billing address. If this information is not provided, Archii is not obligated to supply anything to the Customer.
5 Pricing and Payment
The pricing of the Archii Software will be based on the specific offer made to the Customer by a representative from Archii.
Pricing will either be based on a “pay-as-you-go” model or a subscription model. This will always be explicitly stated in the offer.
Payment to Archii for the Archii Software is made on the basis of an invoice issued by Archii directly to the Customer. Invoices will be sent after installment of the Archii Software with the customer and payment terms are 14 days from invoice date. If Customer is using a recurring model as set out in the offer, invoices will be sent in accordance with the specific offer.
Payment of the Archii Software is made to Archii ApS, a company incorporated in Denmark with VAT number 38798073.
The final price, including all taxes, will be displayed before any order is made. The amount of VAT, which may be added to the charge, is 25% of the total billing amount and will be added depending on the location and legal entity of the purchaser. According to the European Union Council Directive 2006/112/EC, 25% VAT will be added if the Customer is from Denmark or is from within the European Union and does not have a European VAT number. The purchaser has to compensate all additional costs which may arise.
6 Free Trial
We offer a free trial to the Archii Software for the Customer to test the product. A free trial is (as stated above) also covered by these terms as it is an access to the real product but with less features available. The features not available will be communicated through the Archii website or directly to the Customer.
A free trial of the Archii Software is of a limited period and the Customer cannot continue with the Archii Software on a “free plan”. A free trial can at any time be revoked by us at our discretion.
7 Customer’s Data
The Customer shall own all rights, title and interest in and to all of the data processed by the Archii Software, and the Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of such data. The Customer can always request that all data supplied by the Customer is deleted.
The Customer agrees to the processing of its data provided to Archii in accordance with the Data Processing Agreement.
To be able to deliver the Archii Software, Archii is processing the Customer’s data. This includes a back-up of the data while Customer is rendering the Archii Software. Further, certain members of the Archii development team will have the possibility of accessing the data to provide bug fixing for the Customer but we will never access such data unless it is necessary to provide the Customer with the Archii Software. Keeping the Customer’s data safe and confidential is of the utmost importance to us. We are always happy to explain more if contacted.
When the upload of data is completed, and the data are fully saved, they are retrievable within the account of the Customer’s team members with the necessary access rights (as defined by the Customer itself).
8 Customer’s Obligations
The Customer is not entitled to offer access to others than the individual who has received a user login, i.e. a paying user, unless it is explicitly agreed with Archii. Therefore, the number of users on the Archii Software supplied to the Customer can never supersede the number of licenses purchased by the Customer. The Customer is obliged to handle their access to the Archii Software with care and to prevent usage of the Archii Software on their own computers by third parties, i.e. be implementing ordinary security measures like password protection of the computer itself, not logging on to unsecure networks etc.
8.2 Use of the Archii Software
The Customer assures not to save or publish any data – or use the Archii Software – in any way that is
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, color, religious belief, sexual orientation, disability;
- is otherwise illegal or causes damage or injury to any person or property; or
- the use or analysis of which breaches or would breach its obligations under the Data Processing Agreement;
and Archii reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
The Customer is solely responsible for the content and integrity of the data processed by the Archii Software. Archii has no influence on the Customer’s data, neither on correctness nor on legality or similar.
The Customer may not access, store, distribute or transmit any viruses to the Archii Software or try to use the Archii Software for services it was not intended.
8.3 Attempt to copy the Archii Software
The Customer must not:
- except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under these Terms:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Archii Software in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Archii Software; or
- access all or any part of the Archii Software in order to build a product or service which competes with the Archii Software; or
- use the Archii Software to provide services to third parties; or
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Archii Software available to any third party except the Customer’s employees/representatives, or
- attempt to obtain, or assist third parties in obtaining, access to the Archii Software, other than as provided under this clause.
The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Archii Software and, in the event of any such unauthorized access or use, promptly notify Archii.
The Customer is obliged to indemnify Archii for any liability whatsoever which originates from the unlawfulness of content saved on the Customer’s account or made public by the Customer. This includes the obligation to indemnify Archii for all legal expenses.
9 Customer’s Right to Use
The Customer is granted a worldwide, non-transferable, non-exclusive right without the right to grant sub-licenses, to use the Archii Software for business purposes for the duration of the Usage until terminated by either Archii or the Customer.
10 Archii’s Obligations
Archii will, during the Usage and until terminated by either Archii or the Customer, provide the Archii Software to the Customer subject to these Terms.
10.1 Service availability of the Archii Software
Archii must use commercially reasonable endeavors to ensure that the Archii Software is made available for the Customer for at least a service availability of 90% (measured on a monthly basis as a percentage of total time in that month in minutes). In calculating the service availability in any month, the following shall be disregarded:
- scheduled maintenance performed in that month outside business hours in the country where the Customer resides; in which respect scheduled maintenance shall be as posted from time to time on Archii’s website or send to the Customer’s administrator.
- unscheduled maintenance performed outside business hours in the country where the Customer resides, provided that Archii has given the Customer not less than 4 hours’ notice in advance;
- unscheduled maintenance in the case of emergency (including any steps or measures which are in Archii’s reasonable consideration necessary or desirable in connection with any anticipated emergency); and
- any unavailability due to an event of force majeure.
If the service availability is not met in any month, the Customer is entitled, upon notification to Archii within 30 days of the end of the month in question, to be compensated by Archii by an amount equal to 10% of the total applicable monthly fee (excluding VAT) for that month, for each 15% below the service availability (as calculated above) in which the Archii Software were unavailable (disregarding the factors referred to in 1-4 above).
Archii will provide the Customer with necessary product support during the official Archii opening being from 8:00 to 18:00 Copenhagen time. Archii is not obligated to support the Customer in any consultancy services, integration services etc. which is not a part of the Archii Software unless specifically stated in the specific offer made for the Customer.
Unless otherwise stated in the specific offer made for the Customer by Archii, Archii is entitled to use the name and logo of the Customer for promotional and marketing purposes, however, always acting in a loyal manner.
11 Warranty and Liability of Archii
11.1 No warranty
In the event of any loss or damage to data processed by the Archii Software, Archii must use all reasonable commercial endeavors to restore the lost or damaged data from the latest back-up of such data maintained by Archii in accordance with Archii’s internal backup procedures. However, Archii cannot warrant that data losses can be fully recovered. Archii is not responsible for any loss, destruction, alteration or disclosure of the Customer’s data caused by any third party (except those third parties directly subcontracted by Archii to perform services related to the Archii Software).
Archii does not warrant that the Customers use of the Archii Software will be uninterrupted or error-free; or that the Archii Software and/or the information obtained by the Customer through use of the Archii Software will meet the Customer’s requirements. Nor does Archii warrant that the Archii Software is 100% accurate due to the nature of the technologies used by the Archii Software.
Archii is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Archii Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
The pre-contractual, contractual and non-contractual liability of Archii is limited to cases of intent and gross negligence and can never exceed the monetary value of the Customer and Archii’s relationship. The limitations of liability shall also apply where Archii is responsible for its employees and representatives.
All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.
12 Proprietary Rights
The Customer acknowledges and agrees that Archii and/or its licensors own all intellectual property rights to the Archii Software or any other products, material, information or similar provided by Archii to the Customer. Except as expressly stated herein, these Terms does not grant the Customer any rights to, under or in, any patents, copyright, database right, design right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other intellectual property rights or licenses in, to or in respect of the Archii Software or any other products, material, information or similar provided by Archii to the Customer.
Archii confirms that it has all the rights in relation to the Archii Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.
Archii and the Customer must keep all information about the other party confidential, including any information in any data processed by Archii, except where:
- the receiving party can reasonably demonstrate it was known to the receiving party or in its possession before that information was acquired from the disclosing party;
- is in or enters the public domain through no default of the receiving party or any person on its behalf, with effect from the date that the relevant confidential information enters the public domain; or
- the receiving party receives from a third party in circumstances where the third party did not obtain that information as a result of a breach of an obligation of confidence.
The fact that the Customer is a customer of Archii does not constitute confidential information.
The provisions of this clause 13 does not apply to any information which is required to be disclosed by any applicable law or by order of any court of competent jurisdiction or any government body, agency or regulatory body, to the extent of the required disclosure. In such instances, the relevant party must notify the other party immediately.
14 Term and Termination
These Terms shall, unless terminated as provided in this clause, commence on the day set out in clause 4 and continue until the Archii Software is no longer installed on any computer in the Customer’s control.
These Terms can be terminated with one (1) month’s notice to the first in a month by either party in writing. However, the Terms will stay in force as set out in the previous paragraph.
On termination of these Terms for any reason, all licenses granted under these Terms shall immediately terminate and the Customer shall immediately cease all use of the Archii Software.
14.1 Deletion of data
Without prejudice to Archii’s rights in respect of anonymized data as set out in the Data Processing Agreement, Archii shall delete any and all Customer data processed by the Archii Software within 30 days of the termination of the Usage, provided that data contained on backup copies of Archii’s databases is not deleted for up to 90 days from the date of termination, upon expiry of the then-current backup; and the Customer hereby agrees that it is not entitled to receive copies of any such Customer data after termination of the Usage.
15 Updates to these Terms
These Terms may be updated from time to time by Archii. The latest update will always be available on archii.ai/terms.
If any provision (or part of a provision) of these Terms is found by any court or administrative body of a competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of Archii.
17 Entire Agreement
These Terms constitute the entire agreement between the Customer and Archii regarding the Archii Software, and they supersede all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
The Customer is not, without the prior written consent of Archii, entitled to assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
Archii may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms provided that it does not have a material negative impact on the Customer.
19 Governing Law and Jurisdiction
These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Kingdom of Denmark, excluding its rules of renvoi. The City Court of Copenhagen shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).