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. Read more about how we protect your data here.
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).
Schedule 1 – Data Processing Agreement
DATA PROCESSING AGREEMENT
- Archii ApS, Ravnsborggade 8b, 5. Sal. 2200 Copenhagen N, a company incorporated in Denmark under company registration no. (CVR) 38 79 80 73 (the “Supplier”); and
- the Customer.
- The Supplier and the Customer hereinafter collectively referred to as the “Parties” and separately as a “Party”
- The Supplier provides certain services to the Customer whereby the Customer outsources an activity area to the Supplier.
- The Customer is the data controller of personal data which will be processed in connection with the provision of the services set out in Annex 1, and
- The Supplier processes personal data on behalf of- and by instruction from the Customer, and, subsequently, is a data processor for the Customer.
NOW IT IS HEREBY AGREED AS FOLLOWS:
- Data covered by the Agreement
- The scope of the services to be provided to the Customer (the “Services”) is set out in Annex 1.
- “Personal data” means any information relating to an identified or identifiable natural person (the “Data Subject”). The personal data to be processed by the Supplier through the performance of the Services concerns the categories of data, the categories of Data Subjects and the purposes of the processing set out in Annex 1.
- The Supplier and the Customer may at any time agree to change the scope of the Agreement by replacing Annex 1 with a new version or by issuing supplemental appendices to Annex 1.
- In Annex 1, the Supplier has stated the physical location of the servers etc. used to provide the Services. The Supplier undertakes to keep the information about the physical location updated by providing a prior written notice of three months to the Customer. This does not require a formal amendment of Annex 1; prior written notice by mail or email suffices.
1.5 Any reference to personal data under this Agreement regarding personal data applies to other information, which has been made confidential by law or agreement to the extent such information is processed.
- Duration of Agreement and Termination
- This Agreement is effective as from the date hereof and is valid until terminated by either Party.
- Irrespective of clause 1, this Agreement is valid for as long as the processing of data continues. Irrespective of any other agreements entered into between the Supplier and the Customer, the Suppliers processing and storage- of the Customers’ personal data as described and instructed by the Customer in Annex 1, is not limited by time but will last until the Customer in writing requests either its deletion or return to the customer.
- Each Party may terminate the Agreement for cause in accordance with the ordinary rules of the applicable law, see Clause 9. The Supplier may also terminate the Agreement without notice if an authority having competence to do so by law, orders that the Agreement be terminated.
- Any processing of personal data covered by the Agreement must comply with the requirements set by relevant legislation, and none of the Parties can rely on the contents of this Agreement, to the extent that this would mean non-compliance with relevant legislation.
- The Supplier must in a loyal manner cooperate with the Customer in order to transfer the performance of the Services to another supplier or to the Customer. The Supplier must on request amend, transfer or delete any personal data that the Supplier is processing for the Customer, if the customer has been asked to do so by the data subject.
- Intellectual Property Rights
- The Customer maintains the right of control of, title to, ownership of and copyright to personal data and other information that is made available to the Supplier in pursuance of this Agreement or ensues from the Supplier’s performance of the Agreement unless stipulated otherwise in writing.
- Processing of Personal Data
- The Supplier is instructed to process the Customer’s personal data for the purpose of providing the Services and in accordance with the applicable data protection legislation or other regulation. The Customer shall inform the Supplier if, in his opinion, an instruction is in violation of the abovementioned legislation.
- The Supplier will comply with the requirements of a data processor and the Customer will comply with the requirements of a data controller, each under the applicable data protection legislation.
- Each Party shall obtain and maintain throughout the term of this Agreement all necessary registrations or notifications, which such Party is obliged to obtain and maintain pursuant to applicable data protection legislation or regulation.
- Data Security
- The Supplier shall implement and maintain the appropriate technical and organizational security measures against
- accidental or unlawful destruction, loss or alteration,
- unauthorized disclosure or abuse, or
- other unlawful processing.
- The Supplier must also comply with the data security requirements that apply to the Customer, and with other applicable data security requirements that are directly incumbent on the Supplier; for instance the data security requirements in the country of establishment of the Supplier, or in the countries where the Services will be used.
- The appropriate technical and organizational security measures must be determined with due regard to
- state of the art measures,
- the cost of their implementation, and
- ensuring a level of security appropriate for the risks represented by the processing and the nature of the personal data to be protected.
- Annex 1 sets out the minimum technical and organizational security measures applicable to the processing operations, which at all times must be implemented and maintained. The Supplier must, however, also ensure compliance with Clause 1, and implement and maintain the necessary technical and organizational security measures; even if such measures are not set out in Annex 1.
- The Supplier shall on request provide the Customer with sufficient information to enable the Customer to ensure that the appropriate technical and organizational security measures have been implemented.
- The Customer is entitled at its own cost to appoint an expert who shall review the Supplier’s technical setup and receive the necessary information in order to be able to audit whether the Supplier has implemented and maintained said technical and organizational security measures. The expert shall treat all information obtained or received from the Supplier confidentially and may only pass on its conclusions to the Customer. The Supplier receives a copy of the expert’s report.
- The Supplier must provide information related to the provision of the Services to authorities or the Customer’s external consultants, if this is necessary for the performance of their duties.
- The Supplier must give authorities who by law have a right to enter the Customer’s or the Customer’s supplier’s facilities, or representatives of the authorities, access to the Supplier’s physical facilities against proper proof of identity.
- The Supplier must notify the Customer about:
- any request for disclosure of personal data processed under the Agreement by authorities unless expressly prohibited under law e.g. to preserve the confidentiality of a law enforcement investigation,
- any accidental or unauthorised disclosure of or access to personal data processed under the Agreement, or other failure to comply with the Supplier’s obligations under Clause 1, or any suspicion thereof,
- any request for information received directly from the data subjects or from third parties without responding to that request, unless it has been otherwise authorised to do so.
- The Supplier may subcontract its processing operations performed on behalf of the Customer (a “Sub-Processor”) under the Agreement without the prior written consent of the Customer, provided that the Supplier notifies the Customer in writing about the identity of a potential Sub-Processor (and its processors, if any) before any agreements are made with the relevant Sub-Processors and before the relevant Sub-Processor processes any of the Personal Data.
- The Customer agrees to the Suppliers’ use of the following Sub-Processors (server storage) “Microsoft Azure” and “Amazon Web Services” in order to deliver the Service as agreed between the parties (see Annex 1). Where the Supplier engages other Sub-Processors, the Supplier shall be obliged to pass on the Suppliers’ contractual obligations to such Sub-Processors as set out in this Agreement. This shall apply in particular, but shall not be limited to, the contractual requirements for confidentiality, data protection and data security stipulated between the parties. The Supplier shall notify the Customer of the termination of an agreement with a Sub-Processor regarding the processing of personal data covered by this Agreement. The Supplier shall in its agreement with a Sub-Processor ensure that the Sub-Processor accepts as a minimum the same obligations as those accepted by the Supplier with regard to the processing of the Customer’s personal data processed by the Sub-Processor. The fact that the Customer has consented to the Supplier’s use of a Sub-Processor is without prejudice for the Supplier’s duty to comply with the Agreement.
- The Supplier may not transfer or permit the transfer of personal data to any territory outside the European Economic Area without the Customer’s prior written consent. Where the Customer has permitted such a transfer, the Supplier must ensure that there is a legal basis for the transfer of said data, e.g. the EC Commission’s model clauses for the transfer of personal data to third countries.
- The Supplier will assist the Customer with meeting obligations that may be incumbent on the Customer according to relevant laws or regulations where the assistance of the Supplier is implied or necessary for the Customer to comply with these obligations.
- The Supplier shall keep personal data confidential and thus, is entitled to only use the personal data in order to fulfil its obligations according to the Agreement.
- The terms of this Clause 6 apply to any of the Supplier’s employees, if the Supplier is a legal entity. Furthermore, the Supplier undertakes to limit the access to personal data to employees for whom access to said data is necessary.
- Amendments and Assignment
- The Parties may at any time agree to amend this Agreement. Amendments must be in writing and executed by duly authorized representatives.
- The Customer agrees to indemnify and defend the Supplier against all claims and proceedings and all liability, loss, fines, costs and expenses incurred by the Supplier as a result of breach of the Agreement or applicable laws by the Customer, its employees, Sub-Processors or agents in the Supplier’s performance of the Services, the Agreement or as otherwise agreed between the Parties.
- Priority, Governing Law and Jurisdiction
- If any of the provisions of the Agreement conflict with the provisions of any other written or oral agreement concluded between the Parties, then the provisions of the Agreement shall prevail.
- The Agreement (including any question concerning its validity) is governed by and construed in accordance with the substantive laws of the country of incorporation of the Supplier.
- Any dispute arising out of or in connection with this Agreement is to be settled by the courts of the country of incorporation of the Supplier (Denmark).
ANNEX 1 – WORK ORDER
This document (“Work Order”) is agreed under the data processing agreement (previously defined as the “Agreement”). Terms defined in the Agreement have the same meaning when used in this Work Order.
- The processing operations
- Processing operations
The Supplier is to provide Services for- and on behalf of the Customer by providing the Customer with a software system for identifying, classifying and sorting documents for the purpose of sorting them and extracting information on behalf of the Customer. The Customer has instructed the Supplier to access and store the Customers’ data as a prerequisite for the Suppliers successful delivery of the services. Furthermore, data processed by the Supplier will assist to further optimize and enhance the accuracy and quality of the Services delivered by the Supplier. The Customer has instructed the Supplier to use the processed data for the Supplier to deliver better Services to the Customer on a continuous basis. The Suppliers processing and storage- of the Customers’ personal data as described above, is not limited by time but will last until the Customer in writing requests either its deletion or return to the customer.
- Processing location(s)
(A) Amsterdam, The Netherlands (“Azure” server location supplied by Microsoft);
(B) Frankfurt, Germany (“AWS” server location supplied by Amazon (Sub-Processor)); and
(C) Copenhagen, Denmark (Supplier’s on-premise server location (Sub-Processor)).
- Data Subjects
The Data Subjects are:
(A) Users of the software services, and
(B) Persons whose data is contained in the documentation uploaded by the Customer, and in data made available to the Supplier in the software system.
- Categories of data
For each Data Subject the following personal data can been identified:
(A): Name, workplace and e-mail addresses (for users of the software); and
(B): Name, e-mail address, address and phone number including possible information on health, salary, employment terms, title, social security number (CPR), payment information, and position (for persons whose data is contained in the documentation). This list is not exhaustive as documents can contain other data unknown to the Supplier.
- The Services will be delivered at the Customer’s location, in Denmark and is hosted in Germany and the Netherlands as specified above.
- Minimum technical and organizational security measures
2.1 The Supplier must process the personal data in accordance with all applicable laws and in accordance with guidance and policies of the Customer.
Last updated: August 2018