Legal
Last updated: 26 October 2024
1. Definitions
In these Terms and Conditions (Terms), the following definitions apply:
Provider: F-One Future of Work GmbH registered at Platz der Einheit 2 c/o TechQuartier, 60327 Frankfurt am Main, the company offering the Product.
Product: Clerk, the software-as-a-service (SaaS) platform offered by the Provider which enables Users to upload documents and data to receive modified, structured data in return.
Application: The software user interface through which the Product is accessed and used by the User.
User or Customer: Any individual or entity that creates an Account and uses the Product.
Account: The registered account required for a User to access and use the Product.
Credits: Units of measurement used to calculate the cost of using the Product, as detailed within the Application.
Plan: A subscription package provided by the Provider, detailing the specific number of Credits included, the Overage Fees applicable, and the conditions governing their use within a designated Billing Period.
Prepaid Plan: A type of Plan wherein the User acquires a predetermined quantity of Credits in advance, which are available for use during the corresponding Billing Period, with any unused Credits expiring at the end of that Billing Period.
Overage Fees: Additional fees incurred when the User’s Credits are exhausted, and further usage is billed at rates determined by the User’s current plan.
Billing Period: The recurring timeframe, as specified in the User’s plan, during which usage and payments are calculated.
Processed Results: The modified, structured data returned to the User after processing their uploaded documents and data through the Product.
Usage: The act of utilizing the Product by uploading documents and receiving Processed Results.
Upgrade: The action taken by the User to change their Prepaid Plan to one with higher Credits and different Overage Fees.
Downgrade: The action taken by the User to change their Prepaid Plan to one with lower Credits and different Overage Fees.
Operational: The state in which the Product functions properly, allowing the User to upload documents and receive Processed Results.
Acceptable Downtime: A maximum allowable period during which the Product is not Operational within a Billing Period.
Confidential Information: Any data provided by the User to the Provider, including but not limited to uploaded documents, processing results, customer and user data, and custom-trained models.
Custom-Trained Models: Machine learning models trained using the User’s data within the Product.
Refund: The repayment of unused Prepaid Credits to the User under the conditions specified in these Terms.
Liability: Any legal obligation, responsibility, or duty owed by the Provider to the User under these Terms.
German Law: The legal system of the Federal Republic of Germany, under which these Terms are governed.
Courts of Frankfurt am Main: The courts located in Frankfurt am Main, Germany, which shall have jurisdiction over any disputes arising from these Terms.
Terms: Collectively refers to these Terms and Conditions governing the use of the Product.
2. Acceptance of Terms
By creating an Account and using the Product provided by F-One Future of Work GmbH (“Provider”), you (“User” or “Customer”) acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions (“Terms”). If you do not agree to these Terms, you must not access or use the Product.
3. Use of the Product
3.1 Access and Usage
The Product, Clerk, enables Users to upload documents and data to receive modified, structured data (“Processed Results”). An active Account is required to access and use the Product.
3.2 Costs and Payments
Usage of the Product involves costs calculated in Credits, as specified within the Application. Users must pay for usage either on a per-use basis or by purchasing a Prepaid Plan, which includes a set contingent of Credits. Any Credits purchased under a Prepaid Plan are valid only for the respective Billing Period and will reset at the end of that Billing Period, with any unused Credits being forfeited.
3.3 Overage Fees
If a User’s Credits are exhausted, Overage Fees will apply for additional Usage. Applicable Overage Fees are determined by the User’s current plan and are charged according to the rates specified in the Application.
4. Plan Modifications
4.1 Upgrades
Users may upgrade to a higher-tier Prepaid Plan at any time. The upgrade takes effect immediately upon confirmation, and additional Credits from the new plan are added to the User’s current balance. The higher-tier plan’s Overage Fees become applicable immediately.
4.2 Downgrades
Users may request to downgrade to a lower-tier Prepaid Plan at any time.
The downgrade takes effect in the next Billing Period after the current plan expires. Until then, the current higher-tier plan and its Overage Fees remain in effect.
5. Refunds and Liability
5.1 Service Availability
The Provider endeavors to keep the Product Operational at all times but acknowledges that occasional downtime may occur. Acceptable Downtime is defined as up to 1% of the total time within a Billing Period.
5.2 Refunds
If the Product is not Operational beyond the Acceptable Downtime in a Billing Period, the User is entitled to request a Refund. The Refund will consist of the unused portion of Prepaid Credits for the current Billing Period (i.e., Credits included with the Prepaid Plan minus any Credits already consumed). If a Refund is issued, the User’s Account will be changed to the lowest-tier Plan, effective simultaneously with the Refund.
5.3 Limitation of Liability
The Provider does not guarantee the quality or accuracy of the Processed Results. The Product uses artificial intelligence and can make mistakes. The User is expected to evaluate the quality of the Processed Results before using them for any purpose.
The Provider does not guarantee the storage of any data processed by the Product. Users are expected to promptly export and store any Processed Results after they are made available. The Provider assumes no liability for data loss due to the User’s failure to export such data. Except for the Refund specified in Section 4.1, the Provider shall have no further liability to the User. Under no circumstances will the Provider be liable for any damages resulting from the use of the Product.
6. Confidentiality and Data Protection
6.1 Confidential Information
All data provided by the User, including uploaded documents, Processed Results, customer and user data, and custom-trained models, are considered Confidential Information.
6.2 Obligations of the Provider
The Provider shall treat all Confidential Information with strict confidentiality. The Provider shall encrypt all Confidential Information at rest and in transit to ensure its security. Confidential Information will not be disclosed to any third parties without the User’s prior written consent, except as required by law or for technical and security audit purposes, provided that the auditor is an acknowledged independent contractor bound by confidentiality obligations equivalent to those stated in these Terms. The Provider will implement reasonable security measures to protect Confidential Information from unauthorized access or disclosure.
6.3 Data Deletion
Users may request the deletion of their Account and all associated data at any time. Upon such a request, the Provider will promptly delete all Confidential Information, including uploaded documents, Processed Results, customer and user data, and custom-trained models, except where retention is required by law. After the deletion request, the User will no longer be able to access their Account, which may lead to the loss of any remaining prepaid Credits.
7. Governing Law and Jurisdiction
These Terms are governed by the laws of the Federal Republic of Germany. Any disputes arising from or related to these Terms shall be subject to the exclusive jurisdiction of the courts located in Frankfurt am Main, Germany.
8. Miscellaneous
8.1 Modification of Terms
The Provider reserves the right to modify these Terms at any time. Changes will be effective immediately upon posting the updated Terms within the Product or on the Provider’s website. Continued use of the Product after such changes constitutes acceptance of the new Terms.
8.2 Entire Agreement
These Terms constitute the entire agreement between the User and the Provider regarding the use of the Product and supersede all prior agreements and understandings.
8.3 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.4 Waiver
Failure by the Provider to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
8.5 Contact Information
For any questions or concerns about these Terms, please contact the Provider at [email protected].