TERMS OF SERVICE OF ASKEL.AI

Last updated: December 2024

These terms of service (“Terms”) are made between Askel.ai OÜ (Estonian registry code: 16902242; address: Almare tee 5, 76909 Harku parish, Estonia; “Askel.ai”) and Customer (each individually as the “Party” and jointly as the “Parties”) identified in the Order as of the date of last signature of the Order. When Customer orders the Services from Askel.ai or when the Order references these Terms, these Terms, including any attachments thereto, apply.

Each Order is governed by and subject to the following documents in effect as of the last signature date of the Order, collectively referred to as the “Agreement”, that consists of:

• the Order;

• any attachments to these Terms;

• these Terms.

In case of conflict, the order of precedence is as set out above in descending order (the Order prevails over attachments to the Terms; and the attachments to the Terms prevail over the Terms).

• DEFINITIONS

• Object of the agreement

1. 1. 1. Services. Askel.ai will make the Services available to Customer during the Order Term within the scope and limits specified in the applicable Order.

• customer’s rights and obligations

1. 1. 1. Users. Customer may permit Users to access and use the Automation Services solely for the purpose of automation of Customer’s day-to-day business operations. Customer is responsible for the Users’ acts and omissions relating to the Agreement and their compliance with the Agreement. Customer will not permit any use of the Automation Services other than the use by the Users as expressly specified in this Section.
      2. Customer Assistance. Customer will provide Askel.ai with such other assistance and cooperation as is reasonably requested by Askel.ai in connection with completion of the Services. If any custom integrations with third-party systems are required, Customer is responsible for ensuring compatibility and providing necessary APIs or access credentials for integration purposes. Askel.ai shall have no responsibility to Customer for any failure to perform Services or other liability to the extent that such failure or liability arises from Customer’s failure to provide Askel.ai with any such information, access and other assistance or cooperation.

• Third Party Services. Customer acknowledges and agrees that the Services have the ability to operate with or using Third Party Services. Askel.ai is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof. Askel.ai does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.

1. 1. Customer Content. Except as otherwise stated in the Agreement, Customer is solely responsible for Customer Content. Customer will ensure that Customer Content does not violate the Agreement or any applicable laws, is not false, misleading, libelous, defamatory, threatening or offensive, does not constitute an infringement or misappropriation of IPR or other rights of any third party, and does not contain any programming routines intended to damage the Services.

1. 1. Data Backups. Customer is responsible for maintaining regular backups of all data processed in the course of provision of the Services. Askel.ai will not be responsible for any data loss resulting from a failure to maintain adequate backups.

• Incident Response. In the event of a security breach or data incident affecting the Automation Services, Customer must notify Askel.ai immediately. Askel.ai will work with Customer to investigate and mitigate the breach. Customer is responsible for any legal obligations to notify affected individuals or regulators.

1. Restrictions. Except as otherwise permitted under the Agreement, Customer will not, and will not permit any User or other third party to: (1) use or access or attempt to use or access the Services except as expressly provided in the Agreement; (2) use the Services in a way that (a) violates or infringes upon the rights of a third party, (b) in any other unlawful manner or (c) in any other manner that could damage, disable, overburden or impair the Services; (3) alter, modify, copy, reproduce, create derivative works of any part of the Services; (4) distribute, sell, resell, lend, loan, lease, license, sublicense, assign, disclose, transfer or otherwise commercially exploit the Services; (5) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Services; (6) access or use the Services for (a) competitive purposes, or (b) allowing access to Services by a direct competitor of Askel.ai; and (7) permit or assist any other party (including any User) to do any of the foregoing.

• Service levels

1. Minor Issues. If Customer’s use of the Automation Services experiences a moderate to minor issue which does not prevent usage of the Automation Services or for which a workaround is available, Customer must contact Askel.ai via e-mail address set out in the Order. In such a case, Askel.ai aims to respond to Customer and provide a solution or ETA for a solution within 24 hours after Customer has contacted Askel.ai.
2. Major Issues. If Customer’s use of the Automation Services is experiencing a major loss of service or is completely unavailable, Customer must contact Askel.ai via e-mail address set out in the Order. In such a case, Askel.ai aims to respond to Customer and provide a solution within 8 hours after Customer has contacted Askel.ai.

1. Target Service Uptime. The Automation Services are designed to be available 24 hours a day, 7 days a week, 365 days a year, except during maintenance periods, technology upgrades and as otherwise set forth in the Order. Askel.ai uses its best commercially reasonable efforts to meet the said service target.

• fees and payment

1. 1. 1. Services Fee. Askel.ai shall issue invoices and Customer will pay to Askel.ai the fees set forth in each Order. Unless expressly agreed otherwise the fees set forth in Orders do not include taxes, levies, duties of any nature. Such taxes, levies or duties shall be paid by Customer, excluding only taxes on Askel.ai’s net income. Fees are due and payable as indicated in the Order. All fees will be payable without any set-off, offset or deduction.

• IPR AND OTHER RIGHTS

1. 1. 1. Askel.ai’s IPR. Askel.ai retains all right, title and interest, including all IPR, in and to the Services, all data, information, and other content available through the Services, other than Customer Content and Documentation, as well as in databases, software, hardware and other technology used by or on behalf of Askel.ai to offer and provide the Services, and the structure, organisation, and underlying data, information and software code thereof. The Askel.ai name, logo and all product and service names associated with Askel.ai and Services are trademarks of Askel.ai, and Customer acknowledges and agrees that Customer and Users do not receive any rights to the Services separate and apart from Customer’s right to access the Automation Services as provided in the Agreement.
      2. Licence to Customer Content. Customer hereby grants to Askel.ai a non-exclusive, royalty-free, sub-licensable right to use Customer Content as necessary to provide the Services under the Agreement. Askel.ai may also preserve and disclose Customer Content if required to do so by law or if necessary to comply with legal process, to enforce the Agreement or respond to claims regarding Customer Content. Customer confirms that it will obtain for Askel.ai all consents and rights necessary for Askel.ai to utilize Customer Content as permitted hereunder.

• CONFIDENTIAL INFORMATION

1. 1. 1. Confidential Information. Each Party (recipient) may receive Confidential Information from the other party (discloser) during the term of the Agreement. The recipient agrees to protect from disclosure such Confidential Information with the same degree of care that it affords its own confidential information, but in no event with less than reasonable care. The recipient will also refrain from disclosure of any Confidential Information to any third party, except for its and its Affiliates’ directors, officers, professional advisers, employees and contractors as necessary for the performance or use of the Services under the Agreement, provided that such parties are bound by obligations of confidentiality at least as stringent as those herein, and provided that the recipient Party shall remain liable to the discloser for any breach of confidentiality and non-use obligations by any such party. The recipient may also disclose Confidential Information to the extent necessary to comply with an order or requirement of a judicial or administrative process, provided that the recipient promptly notifies the discloser and allows discloser sufficient time to oppose such disclosure, unless such notification is prohibited under applicable laws. 
      2. Return and Deletion. Promptly upon discloser’s written request or the expiration or termination of the Agreement, the recipient will return to the discloser or destroy all Confidential Information of discloser in the recipient’s possession or control and permanently erase all electronic copies of such Confidential Information promptly, provided that Askel.ai may retain Confidential Information for legal or regulatory purposes (including to exercise or defend its legal rights), or until such Confidential Information is no longer required for the performance of the Services under the Agreement.

• Personal Data PROTECTION

1. 1. 1. Data Processing Agreement. The Services entail the processing of personal data by Askel.ai on behalf of Customer. Such processing is subject to the Data Processing Agreement available at [Askel.ai/dpa], concluded between Askel.ai and Customer by signing the Order. 
      2. Privacy Policy. The processing of certain personal data by Askel.ai as an independent data controller is subject to Askel.ai’s privacy policy, which is available at https://askel.ai/privacy-policy/ 

• WARRANTIES and indemnities

1. 1. 1. Askel.ai’s warranties. Provided that Customer is not in breach of the Agreement, Askel.ai warrants to Customer that the Automation Services will operate substantially in accordance with the Documentation and that the functionality of the Automation Services will not materially decrease during the Order Term. Except as expressly provided in the Agreement, Askel.ai does not make any other representation or warranty as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Services, Documentation and/or any other services provided hereunder. Except as expressly set forth herein, the Services provided are provided strictly on an “as is” and “as available” basis and all conditions, representations and warranties, whether express or implied, statutory or otherwise (including those of fitness for a particular purpose, merchantability, title or non-infringement), are hereby disclaimed to the extent permitted by applicable law.
      2. Indemnities by Customer. Customer will, at Customer’s own expense, indemnify, defend, and hold harmless Askel.ai, its Affiliates, and their respective officers, directors, shareholders, employees, agents, contractors, representatives, providers, successors, and assigns from and against (and pay all costs, damages, liabilities, and expenses incurred by or awarded against any of the indemnified parties hereunder) based on or arising out of or in connection with Customer Content or dispute between Customer and its suppliers or vendors.

• LIMITATIONS OF LIABILITY

1. 1. 1. Limitation of Liability. The Parties to the Agreement shall be liable for any direct damages arising out of or relating to the performance or non-performance of their respective obligations under the Agreement, subject to the limitations set out in the Agreement. In no event will the Parties be liable for any consequential, incidental, indirect, special, cover or exemplary damages, including loss of profits, business, and revenue, punitive damages or immaterial damages, including loss of goodwill. The total cumulative liability of Askel.ai and its Affiliates shall not exceed the total amount Customer actually paid or owes to Askel.ai for the Services giving rise to the liability during the 12 months immediately preceding the claim.
      2. No Unlawful Exclusions. Nothing in the Agreement shall limit or exclude the liability of either Party which cannot be limited or excluded under applicable law.

• TERM AND TERMINATION

1. 1. 1. Term of the Agreement. The term of the Agreement is set out in the Order. Unless otherwise provided in the Order, the Order and the Agreement will automatically renew for additional periods of one year on the same terms unless either Party gives the other notice of non-renewal or a new price quote at least 30 days prior to the end of the relevant Order Term.
      2. Termination. Orders may not be terminated for convenience during the Order Term. The Parties may not terminate the Agreement for convenience while an Order is in force. Either Party may terminate the Agreement for cause effective immediately upon written notice to the other Party if the other Party materially breaches any term of the Agreement and fails to cure the breach within 30 days following notice thereof from the non-breaching Party. Either Party may additionally terminate the Agreement for cause immediately if the other Party becomes the subject of a petition for bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors which is not dismissed within 60 days of its commencement or an assignment for the benefit of creditors.
      3. Effect of Termination. If Customer terminates the Agreement for cause, Askel.ai shall make a pro rata refund of the fees for the failed and unused portion of the Services. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Askel.ai prior to the effective date of termination. Upon termination of the Agreement: (1) all rights granted under the Agreement with respect to any affected Services will terminate; (2) Customer will immediately cease all use of and access to all affected Services; and (3) Askel.ai may delete or disable access to any Customer Content provided or generated in connection with the affected Services. Upon expiry or termination of the Agreement, Sections 1 (Definitions), 3.5 (Restrictions), 5 (Fees and Payment), 6 (IPR and Other Rights), 7 (Confidential Information), 8 (Personal Data Protection), 9 (Warranties and Indemnities), 10 (Limitations of Liability), 11 (Term and Termination), 12 (Governing Law and Dispute Resolution) and 13 (Final Provisions) of the Terms shall survive termination.

• GOVERNING LAW AND DISPUTE RESOLUTION

1. 1. 1. Governing Law. This Agreement and related documents shall be governed by the laws of Estonia. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to the Agreement.
      2. Dispute Resolution. All disputes arising between the Parties out of or related to the Agreement shall be solved by means of negotiations. If the Parties cannot reach an amicable solution, any dispute, controversy or claim arising out of or related to this Agreement, or the breach, termination or invalidity thereof shall be finally settled by the Harju County Court (Harju Maakohus) in Tallinn, Estonia.

• FINAL PROVISIONS

• Force Majeure. Except for Customer’s payment obligations, if the performance by either party of any of the provisions of any Order entered into shall be delayed or prevented by force majeure events, which are those events beyond such party’s reasonable control (including the following to the extent such is beyond such party’s reasonable control: acts of God or the government, riot, or other industrial disturbances, fire, or flood), then such party shall be excused from performance for the period of time and to the extent it is prevented from performing, due to such force majeure event, provided that the non-performing party has taken all reasonable steps to overcome or remedy such inability to perform.

• Entire agreement. The Agreement (together with all attachments and the Order) constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior and contemporaneous agreements and communications and past courses of dealing or industry custom, whether oral or written.

1. 1. Amendments. Except as expressly set forth in the Agreement, the Agreement may be amended or modified only in writing signed by both Parties. Askel.ai reserves the right to amend the terms of these Terms and/or its attachments prior to the renewal of the Order referencing these Terms. In such event, the modifications or amendments of these Terms and/or its attachments shall enter into force with respect to Customer upon the entry into force of the renewed Order. Notwithstanding the foregoing, Askel.ai reserves the right to unilaterally amend the Terms and/or its attachments with immediate effect if amendments are required to comply with applicable laws.
   2. Waivers. All waivers by Askel.ai under the Agreement have no effect unless they are given in writing or later acknowledged in writing. Any waiver or failure by a Party to enforce any provision of the Agreement on one occasion will not be deemed a waiver by that Party of any other provision or of such provision on any other occasion.
   3. Assignment. Neither Party may assign or transfer the Agreement or any of the rights or obligations hereunder without the prior written approval of the other Party. However, Askel.ai may assign the Agreement and/or the rights or obligations contained herein without Customer’s consent to its Affiliate, or to any third party due to merger, reorganization, acquisition, consolidation, sale of stock or assets or division, provided that Askel.ai shall provide notice to Customer of any such event without undue delay. Any assignment in violation of the foregoing will be null and void.
   4. Notices. Notices relating to the Agreement must be in writing (including in electronic form) and delivered personally, by courier, registered mail or e-mail with proof of delivery to each Party’s designated authorised representative as specified in the Order. A notice will be deemed given on the date of successful receipt, except in the case of e-mail notices, which will be deemed given 24 hours after sending unless a Party is notified that the email address is invalid.