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Terms and Conditions

Terms and Conditions

Version: 1.0

Applicable from April 1st, 2024

Date: April 1st, 2024

 

Table of Contents:

  1. Definitions
  2. Scope
  3. Offers and Formation of the Agreement
  4. Right of Use and Intellectual Property Rights
  5. Obligations on the part of AI Software Tech
  6. Other Obligations and Responsibilities on the part of the Customer
  7. Prohibition of Personnel Acquisition
  8. Price, Invoicing and Payment
  9. Term and Termination
  10. Suspension and Dissolution
  11. Exit Procedure, Continuity
  12. Complaints
  13. Force Majeure
  14. Liability
  15. Processing of Personal Data
  16. Confidentiality
  17. Transfer
  18. Penalty
  19. Amendment to the Terms and Conditions
  20. Final Provisions
  21. Contact Details

 

1. Definitions:

App: This refers to the abbreviation of the application. AI Software Tech provides various applications for Android, iOS, and OCR, as well as web applications that can be used in the browser, which together form the Software.

Services: Refers to all activities AI Software Tech undertake to perform the Agreement.

Customer: Refers to the natural person or legal entity that has concluded and/or wishes to conclude the Agreement with AI Software Tech.

AI Software Tech: Refers to AI Software Tech Ltd, a company registered in Hong Kong and hereinafter referred to as AI Software Tech.

Agreement: Refers to the agreement concluded between AI Software Tech and the Customer regarding the provision of the Software.

Party/Parties: Refers to AI Software Tech and/or the Customer.

Software: Refers to the Software provided by AI Software Tech to the Customer, usually as Software as a Service.

T&C: Refers to the Terms and Conditions specified in this document.

Website: Refers to “nobelrpa.com”.

 

2. Scope:

  • All AI Software Tech offers, quotations, and Agreements are exclusively subject to these T&Cs. The Customer with whom a contract has been concluded based on these T&Cs agrees to their applicability to future and/or follow-up agreements with AI Software Tech.
  • AI Software Tech explicitly rejects any general terms and conditions or terms and conditions of purchase used by the Customer and any provisions deviating from these T&Cs, unless AI Software Tech has explicitly accepted these in writing.
  • If, for whatever reason, any stipulation or a part thereof in the T&C has no binding effect or only has a partially binding effect, this shall not affect the validity of the remaining stipulations in the T&C or the remaining part of the relevant stipulation. In that event, AI Software Tech will be permitted to apply a replacement stipulation that is legally permissible and that is as close as possible to the purpose and content of the void or non-binding stipulation.
  • The T&C also serve for the benefit of third parties engaged by AI Software Tech for the Agreement or its performance.

 

3. Offers and Formation of the Agreement:

  • All offers made by AI Software Tech are subject to contract unless explicitly stated otherwise. Offers made by AI Software Tech may not be reproduced or disclosed to third parties without AI Software Tech’s consent.
  • Unless explicitly stated otherwise, documentation provided by or on behalf of AI Software Tech with the offer or after the conclusion of the Agreement, including information and advice, is subject to contract.
  • Agreements and changes thereto are concluded by written or electronic confirmation or order confirmation by AI Software Tech. Furthermore, an Agreement is concluded because AI Software Tech fully or partially performs an assignment given by the Customer without prior confirmation and/or provides Software to the Customer.
  • Arrangements or Agreements concluded with AI Software Tech employees are not binding upon AI Software Tech unless AI Software Tech has explicitly confirmed them. An oral offer and/or promise made by AI Software Tech or one of its subordinates is also not binding unless it has been explicitly confirmed in writing by AI Software Tech.
  • AI Software Tech is at all times entitled to refuse orders and/or assignments or to attach further conditions to the delivery and/or performance.

 

4. Right of Use and Intellectual Property Rights:

  • All intellectual property rights to the Software and/or accessories, including but not limited to advice, designs, documentation, quotations, etc., are vested exclusively in AI Software Tech or its suppliers/licensors.
  • By concluding the Agreement, AI Software Tech grants the Customer the non-exclusive and non-transferable right to use the Software. This right of use is strictly personal, not transferable, not pledgeable, and not sub-licensable.
  • The right of use ends upon termination of the Agreement.
  • The Customer has no right to and no access to the source code of the Software.
  • The data that the Customer stores or processes using the Software is and remains the property of the Customer or its suppliers. The Customer grants AI Software Tech a right to use this data for, among others, the performance of the Agreement, development of the Software, and if AI Software Tech is obliged to take cognizance of the data concerned under a statutory provision or a court order.

 

5. Obligations on the part of AI Software Tech:

  • AI Software Tech will provide the Services and Software in accordance with the Agreement and with the care of a good contractor.
  • AI Software Tech will make every effort to provide the Services and Software at the times and dates agreed upon with the Customer. However, any agreed-upon delivery dates will not be binding unless explicitly agreed upon in writing.
  • AI Software Tech will take appropriate technical and organizational measures to ensure the security of the Software and the data processed by the Software.
  • AI Software Tech will ensure that its employees and any third parties engaged by AI Software Tech for the performance of the Agreement comply with the T&C and any instructions given to them by AI Software Tech or the Customer.

6. Other Obligations and Responsibilities on the part of the Customer:

  • The Customer will provide AI Software Tech with all information and cooperation necessary for the performance of the Agreement.
  • The Customer will ensure that it has all necessary licenses, permits, and authorizations to use the Software and that it complies with all applicable laws and regulations.
  • The Customer will ensure that any data processed by the Software does not infringe any third-party rights, including intellectual property rights.

7. Prohibition of Personnel Acquisition:

  • During the term of the Agreement and for a period of one year thereafter, the Customer will not employ or engage any employees or former employees of AI Software Tech without AI Software Tech’s explicit written consent.

 

8. Price, Invoicing, and Payment:

  • The price for the Software and Services will be agreed upon in the Agreement.
  • Invoices will be sent by AI Software Tech to the Customer in accordance with the Agreement.
  • Payment terms will be agreed upon in the Agreement. In the absence of such an agreement, payment is due within 30 days of the invoice date.
  • AI Software Tech is entitled to suspend the performance of the Agreement if the Customer fails to comply with its payment obligations.

9. Term and Termination:

  • The Agreement will be concluded for the term agreed upon in the Agreement.
  • The Agreement may be terminated by either party in writing with due observance of a notice period of at least three months before the end of the term of the Agreement or any renewal thereof.
  • Either party may terminate the Agreement with immediate effect if the other party fails to fulfill any material obligation under the Agreement and fails to remedy such failure within a reasonable period after receiving written notice thereof.

 

10. Suspension and Dissolution:

  • AI Software Tech is entitled to suspend the performance of the Agreement if the Customer fails to fulfill any obligation under the Agreement or if AI Software Tech has valid reasons to believe that the Customer will not fulfill its obligations.
  • Either party may dissolve the Agreement in writing with immediate effect if the other party is declared bankrupt, applies for a suspension of payments, or if its business is liquidated or terminated.

11. Exit Procedure, Continuity:

  • Upon termination of the Agreement, AI Software Tech will provide the Customer with an exit procedure to ensure the continuity of the Customer’s business operations.
  • The exit procedure will include the transfer of any data processed by the Software to the Customer or a third party designated by the Customer.

12. Complaints:

  • The Customer may submit complaints regarding the Services and Software to AI Software Tech in writing.
  • AI Software Tech will make every effort to resolve complaints within a reasonable period.

 

13. Force Majeure:

  • Neither party will be liable for any failure or delay in the performance of its obligations under the Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, government restrictions, wars, riots, strikes, and natural disasters.

14. Liability:

  • AI Software Tech’s liability for any direct or indirect damages suffered by the Customer as a result of any breach of the Agreement or any other cause is limited to the amount paid by the Customer to AI Software Tech under the Agreement during the six months preceding the event giving rise to the liability.
  • AI Software Tech is not liable for any consequential, incidental, or punitive damages, including but not limited to lost profits, loss of business, or loss of data.

 

15. Processing of Personal Data:

  • The Customer is responsible for complying with all applicable laws and regulations regarding the processing of personal data.
  • AI Software Tech will process personal data in accordance with the Agreement and applicable laws and regulations.

 

16. Confidentiality:

  • The parties agree to keep all information received from the other party confidential, except to the extent necessary for the performance of the Agreement or as required by law.

 

17. Transfer:

  • The Customer may not transfer its rights and obligations under the Agreement to a third party without AI Software Tech’s explicit written consent.

 

18. Penalty:

  • In the event of any breach of the Agreement by the Customer, the Customer will be liable for a penalty of 10% of the amount paid by the Customer to AI Software Tech under the Agreement.

 

19. Amendment to the Terms and Conditions:

  • AI Software Tech is entitled to amend these T&Cs. The amended T&Cs will apply to any new Agreements concluded after the date of the amendment.
  • The amended T&Cs will be made available to the Customer in writing or electronically.

 

20. Final Provisions:

  • The Agreement and these T&Cs represent the entire understanding and agreement between the parties and supersede any prior or contemporaneous representations or agreements, whether oral or written.
  • The Agreement and these T&Cs will be governed by and construed by the laws of Hong Kong.
  • Any disputes arising out of or in connection with the Agreement or these T&Cs will be submitted to the exclusive jurisdiction of the courts of Hong Kong.

 

21. Contact Details:

If you have any questions or comments regarding the Agreement or these T&Cs, please get in touch with AI Software Tech at info at nobelrpa.com.