Terms of Service

Last updated July 12, 2024

These Terms set out the rights and obligations between the corporate entity using the service (the “Client”) and Klevu Oy (doing business as ASKLO), a Finnish limited liability company (registration number 2541030-5) whose registered office is located at Lapinlahdenkatu 16, 00180 Helsinki, Finland  (“Asklo”).

BY USING THE SOLUTION, YOU ACKNOWLEDGE AND AGREE, ON BEHALF OF THE CLIENT, THAT THESE TERMS APPLY TO THE CLIENT’S USE OF THE SOLUTION, AND THAT THE CLIENT WILL BE BOUND BY THESE TERMS.

1. Definitions

Analytics Data: The analytics data provided by ASKLO to the Client, which is derived from data collected by the Solution.

Authorized Users: Those Personnel of the Client authorized by the Client to use the Client Dashboard and/or to receive the Analytics Data.

Business Day: A day other than a Saturday, Sunday or bank or public holiday in Finland.

Commencement Date: The date the Client is provided with access to the Solution.

Confidential Information: All information (whether in oral, written or electronic form) relating to a party’s business which may reasonably be considered to be confidential in nature including information relating to a party’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers.

Client Data: The data and materials provided by the Client to ASKLO in connection with the performance of this Agreement.

Client Systems: The Website and all software and systems used by or on behalf of the Client, any of its or their direct or indirect sub-contractors, or any Authorized User in connection with the provision or receipt of the Solution or that the Solution otherwise, links, inter-operates or interfaces with or utilizes (in each case whether directly or indirectly).

Documentation: The description of the Solution and instructions for installation of it (as updated from time to time), which can be accessed at www.asklo.ai.

Fees: The fees to be paid by the Client for the Solution, calculated on a monthly basis.

Force Majeure: An event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under a Contract (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet.

Intellectual Property Rights: Any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future; and

(e) wherever existing.

LLM: Meaning a 3rd party “Large Language Model”. A trained deep-learning model that understands and generates text or images in a human-like fashion, consisting of a neural network with many parameters (typically billions of weights or more), trained on large quantities of unlabeled text or images, such as Open AI (for example).

Personnel: A party’s advisers, consultants, contractors, employees, officers, representatives, or subcontractors.

Planned Maintenance: Scheduled system back-up, updates, upgrades, error corrections and improvements.

Shopper: A visitor to the Client’s website.

Shopper Data: Personal data collected and processed by ASKLO in connection with its provision of the Solution, that relates to the Shoppers and their shopping and solution interactions as described in Appendix 1 “Categories of Data” of the Data Processing Addendum.

Solution: The Asklo Tool for online stores, as described at https://www.asklo.ai.

Solution Usage Data: Anonymous and aggregated data collected by ASKLO in respect of the usage of the Solution by Shoppers and Authorized Users.

Subscription Start Date: The date from which the agreed fees per the Order shall be billed to the Client.

Support Services: The support services provided by ASKLO to the Client through support@asklo.ai.

Term: The term of the Contract which shall be either (a) a month if the Client adopts the fixed pricing option or (b) immediately cancellable if the Client adopts the pay-as-you-go pricing option.

Unplanned Outage: Unforeseen unavailability of the Solution due to Force Majeure, malicious attack or unplanned or emergency maintenance in response to an identified or reported security, performance and/or stability issue.

VAT: United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom including US sales tax.

Virus: Any virus, disabling code (including code intended to limit or prevent any use of any software or system) or other malicious software (including malware, trojan horses, ransomware and spyware).

Website: The Client’s online store, in relation to which the Client wishes to use the Solution.

In these Terms, unless otherwise stated:

1. the clause headings in these Terms are included for convenience only and shall have no effect on interpretation;

2. ASKLO and the Client are together the parties and each a party, and a reference to a party includes that party’s successors and permitted assigns;

3. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

4. A reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email); and

5. A reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made from time to time under that legislation.

2. Product Description

The Solution is designed to enable ecommerce merchants and retailers (“Merchants'”) to integrate a question and answer functionality into their product pages. The Tool utilizes LLMs to scan and analyze product page contents to fetch relevant answers for shoppers‘ questions.

3. Accuracy of Answers

While the Solution strives to provide accurate and helpful answers, it is important to note that the nature of Generative AI technology means that answers generated may not always be entirely accurate or aligned with the specific tone of your brand. We cannot guarantee the accuracy, completeness, or reliability of the answers provided by the Tool. Merchants are responsible for reviewing and editing the answers to ensure they meet their standards and guidelines.

4. User Obligations

The Client shall:

1. comply with all applicable laws, regulations, and guidelines when using the Tool. Accuracy of Information: Merchants are responsible for providing accurate and up-to-date information related to their products and answering any shopper questions to the best of their knowledge.

2. User Authentication: Merchants are responsible for maintaining the security and confidentiality of their account credentials and ensuring that only authorized individuals access the Tool.

3. be liable for the acts and omissions of the Authorised Users and its other Personnel as if they were its own;

4. not provide access to the Solution to anyone other than Authorised Users;

5. Ensure all Authorised Users keep their usernames and passwords confidential;

6. inform ASKLO immediately if it has any reason to believe that the username and password has become known to any individuals not authorized to use them or if the Solution is being or is likely to be used in an unauthorized way.

7. agree for ASKLO to use the Client’s name and other public details about the Client, including Client logos, for the purpose of Sales and Marketing activities which can include reference calls, public case study (as approved by the Client) and other promotional activities.

5. Fees

The Client will be charged for the solution based on the pricing outlined in https://www.asklo.ai. All Fees are exclusive of VAT which shall be added to the fees, if applicable, and payable by the Client at the rate and in the manner prescribed by law. Fees shall be applicable for the Term and no prorated refunds shall be given for unused days in a monthly Term.

6. Warranties

Subject to the remainder of this clause 6, ASKLO warrants that:

1. the Solution shall operate materially in accordance with the description of the Solution (found at https://www.asklo.ai);

2. it will provide the Solution with reasonable skill and care.

3. the warranties in clause 6 are subject to the limitations set out in clause 10 and shall not apply to the extent that any error in the Solution arises as a result of:

   1. incorrect operation or use of the Solution by the Client or any Authorized User (including any failure of the Client Systems to meet any minimum specifications);

   2. use of the Solution other than for the purposes for which it is intended;

   3. use of the Solution with other software or services or on equipment with which they are incompatible;

   4. any act by any third party (including hacking or the introduction of any virus or malicious code);

   5. any breach of the Contract by the Client (or by any Authorized User).

   6. any delays or outages attributed to LLMs

   7. any content generated by LLMs or any third party services used by ASKLO in the Solution

4. The Client acknowledges that no warranty is given by ASKLO:

   1. that the Solution shall meet the Client’s individual needs, whether or not such needs have been communicated to ASKLO;

   2. that the operation of the Solution shall not be subject to minor errors or defects;

   3. that the Solution shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the Documentation.

   4. that the result provided by the Solution shall be 100% accurate.

5. Other than as set out in this clause 6, and subject to clause 10 , all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

7. Indemnities

1. Subject to clause 10 ASKLO (in this scenario, the Indemnifying Party) shall defend at its own expense any claim brought against the Client (in this scenario, the Indemnified Party) by any third party alleging that the Client’s use of the Solution infringes any intellectual property right of any third party (an IP Claim) and pay, subject to clause 10, any and all liabilities, losses, costs and expenses (including reasonable legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Client as a result of an IP Claim.

2. The Client (in this scenario, the Indemnifying Party) will indemnify ASKLO (in this scenario, the Indemnified Party) in full and on demand against any claim or demand made against ASKLO by a third party alleging that the Client Systems, Client Data, or Client’s or Authorized User’s use of the Solution, infringes, breaches or misappropriates such third party’s rights or violates applicable law (a Third Party Claim) and will pay any and all liabilities, losses, costs and expenses (including reasonable legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by ASKLO as a result of a Third Party Claim.

3. The provisions of clauses 7.1 and 7.2 shall not apply unless the Indemnified Party:

   1. notifies the Indemnifying Party promptly (and in any event within 15 Business Days) upon becoming aware of any actual or threatened IP Claim or Third Party Claim and provides full written particulars;

   2. makes no comment or admission and takes no action that may adversely affect the Indemnifying’s ability to defend or settle the IP Claim or Third Party Claim;

   3. provides all assistance reasonably required by the Indemnifying Party subject to the Indemnifying Party paying the Indemnified Party’s reasonable costs; and

   4. gives the Indemnifying Party sole authority to defend or settle the IP Claim or Third Party Claim as the Indemnifying Party considers appropriate.

4. ASKLO will have no liability or obligation under this clause 7 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:

   1. any modification of the Solution (or any part) by any party other than ASKLO;

   2. any Client Data;

   3. any breach of the Contract by the Client; or

   4. use of the Solution (or any part) otherwise than in accordance with the Contract and the Documentation.

   5. results or outputs derived from an LLM

5. Subject to clause 10, the provisions of this clause 7 set out the Client’s sole and exclusive remedy (however arising, including in contract, tort, negligence or otherwise) for any IP Claim.

8. Intellectual Property

The Solution, including its design, features, and underlying technology, is protected by intellectual property rights owned by us or our licensors. The Client is  granted a limited, non-exclusive, non-transferable license to use the Solution for their business purposes. Clients shall not modify, reproduce, distribute, or create derivative works based on the Solution without our prior written consent.

1. All rights, including all Intellectual Property Rights, in and to the Client Systems and Client Data belong to and shall remain the property of the Client.

2. The Client agrees that Asklo may create Solution Usage Data during the performance of the Solution. Asklo will own all Solution Usage Data, and will have the right to use the Solution Usage Data to improve the Solution and the services it offers to the Client and to other clients, including by aggregating and anonymising the Solution Usage Data with analytics data from its other customers.

3. The Client hereby grants a royalty-free, non-transferable, non-exclusive licence to Asklo (and each of its direct and indirect sub-contractors) to use, access, copy and other otherwise utilise the Client Data and Client Systems to the extent necessary to perform or provide the Solution or to perform Asklo’s obligations under the Contract.

4. The Client acknowledges that Asklo may continually develop, deliver and provide to Client on-going innovation to the Solution in the form of new features, functionality, and efficiencies. Accordingly, Asklo reserves the right to modify the Solution from time to time. Some modifications may be provided to the Client at no additional charge. Certain modifications may  be implemented only after agreement of additional fees payable by the Client to Asklo

5. Except as expressly set out in the Contract, no Intellectual Property Rights of either party are transferred or licensed as a result of the Contract.

9. Termination

We reserve the right to suspend or terminate access to the Solution at our discretion, including but not limited to cases of suspected misuse, violation of these Terms, or if required by law.

The Client may terminate the services at any time through the Asklo Hub or by notifying via support@asklo.ai

10. Limitation of Liability

The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 10.

1. Subject to clauses 10.2 and 10.4, ASKLO’s liability under the Contract shall not exceed an amount equal to the Fees paid to ASKLO by the Client in the 12-month period immediately preceding the first incident giving rise to any claim under the Contract.

2. Subject to clause 10.4, neither party will be liable for any of the following (whether direct or indirect): any consequential, indirect or special losses; loss of profit; destruction, loss of use or corruption of data; loss or corruption of software or systems; loss or damage to equipment; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); or harm to reputation or loss of goodwill.

3. The solution may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks or LLM’s used by the parties or third parties. The Client acknowledges that such risks are inherent in cloud services and that ASKLO shall have no liability for any such delays, interruptions or errors.

4. Notwithstanding any other provision of the Contract, neither party’s liability under the Contract will be limited in any way in respect of the following:

   1. death or personal injury caused by negligence;

   2. fraud or fraudulent misrepresentation; or

   3. any other losses which cannot be excluded or limited by applicable law.

11. Data Protection

The Client and ASKLO shall comply with all applicable data protection and privacy laws and regulations in the performance of its obligations set out under these Terms, including the EU General Data Protection Regulation 2016/679 (GDPR), the UK retained version of the GDPR, and the California Consumer Privacy Act 2018 (CCPA) (collectively the Data Protection Laws), in each case including all other successor legislation and regulation thereto.

ASKLO processes personal data (as such term is defined in the Data Protection Laws) which it collects as a data controller (as the term is defined in the Data Protection Laws) in the course of performing its obligations hereunder. Where personal data is processed by ASKLO as a data controller, such processing is carried out in accordance with ASKLO’s Privacy Policy and Cookies Notice.

Where Asklo processes Shopper Data, it does so as a data processor for the Client.  The Data Processing Addendum at http://asklo.ai/policies/data-processing-addendum shall apply where Asklo is acting as a data processor on behalf of the Client.

12. Confidential Information

1. A party receiving Confidential Information under the Contract (the Receiving Party) shall maintain the confidentiality of the Confidential Information of the other party (the Disclosing Party) and shall not without the prior written consent of the Disclosing Party or in accordance with the Contract, disclose or copy the Disclosing Party’s Confidential Information other than as necessary for the performance or receipt of the Solution or its express rights and obligations under the Contract.

2. The Receiving Party undertakes to disclose the Disclosing Party’s Confidential Information only to those of its Personnel to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Contract or as otherwise reasonably necessary for the provision or receipt of the Solution, and shall be responsible to the Disclosing Party for any acts or omissions of any of the persons referred to in clause 10.2.1 in respect of the confidentiality and security of the Disclosing Party’s Confidential Information as if it were the Receiving Party’s own.

   1. The provisions of this clause 10 shall not apply to information which:

      1. is or comes into the public domain through no fault of the Receiving Party, its officers, employees, agents or contractors;

      2. is lawfully received by the Receiving Party from a third party free of any obligation of confidence at the time of its disclosure;

      3. is independently developed by the Receiving Party (or any person acting on its or their behalf), without access to or use of such Confidential Information; or

      4. is required by law, by court or governmental or regulatory order to be disclosed

   2. The obligations in this clause 10 shall survive the termination or expiry of the Contract for a period of 5 years.

13. Modifications to the Terms

We reserve the right to modify or update these Terms and pricing at any time. It is the responsibility of Merchants to review the Terms and pricing periodically. Continued use of the Tool after any modifications constitutes acceptance of the updated Terms. Where the variation is materially detrimental to the Client’s use of the Solution, and where the Client objects to the updated Terms, it may terminate the Contract by notifying Asklo at support@asklo.ai.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Finland. Any disputes arising from these Terms or the use of the Product Q&A Tool shall be subject to the exclusive jurisdiction of the courts of Finland.

15. Force Majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from any Force Majeure. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 2 weeks, the party not affected may terminate the Contract.

16. Entire Agreement

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

17. Waiver

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.