Terms and Conditions

Last update: 23/09/2022 Version: 6.0 IMPORTANT: BEFORE USING THE DOCDIGITIZER SERVICE, PLEASE READ THIS AGREEMENT CAREFULLY These Terms of Service constitute an agreement (this “Agreement”) by and between IMP – INTELLIGENT MORPHING PORTALS, LDA., a company incorporated and existing under the laws of Portugal, with the company no. 514165146, with registered office at Parkurbis, Zona Industrial Tortosendo, 6200-823 Tortosendo, Portugal, (hereinafter “DocDigitizer” or “Service Provider”) and the company or the individual executing this Agreement (hereinafter “Client”). This Agreement is effective as of the date Client signs the Subscription Plan – according to what is applicable (as defined below in Section 1.4, 1.6, 1.8 and 1.19). Client’s use of and Service Provider’s provision of Service (as defined below in Section 1.9) are governed by this Agreement. This Terms of Servce, together with its Appendices (1 – Service Level Agreement; 2 – Data Protection Agreement) and the Subscription Plan incorporate the terms on subscription, billing, and payment procedure for the use of DocDigitizer Service’s Software on a Subscription-based THE CLIENT ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CLIENT’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CLIENT TO THESE TERMS AND CONDITIONS.

1. DEFINITIONS

   For the purposes of this contract, the following terms have the definition and scope referred below:

   1. Access Address: Website address (https://portal.docdigitizer.com/ or other) to be granted by the service provider.
   2. Access to Software: The software is accessed by the user (client) through the Internet accessed by any browser or through API (application programming interface).
   3. API Key: A unique identifier used to authenticate a user and/or software for the use of the DocDigitizer’s API.
   4. Customised Subscription Plan: The document that specifies Services provided to a Client that subscribes a customised subscription service. when entering in this Agreement, including the subscription model, quantity, subscription term, and others. In case of contradiction between the terms of the Customised Subscription Plan and those of this Terms of Service, the terms of the Customised Subscription Plan shall prevail.
   5. DPU: A document processing unit is a processing credit that allows the extraction of up to 15 fields per document.
   6. Free Demo Subscription Plan: The document that specifies Services provided to a Client that subscribes the Free Demo Model when entering in this Agreement, including the subscription model, quantity, subscription term, and others. In case of contradiction between the terms of the Free Demo Subscription Plan and those of this Terms of Service, the terms of the Free Demo Subscription Plan shall prevail.
   7. Ownership of the Software: The software is owned by the service provider.
   8. Self-Service or Full Service Subscription Plan: The document that specifies Services provided to a Client that subscribes the Full-Service or Self-Service Model when entering in this Agreement, including the subscription model, quantity, price, payment terms, subscription term, and other. In case of contradiction between the terms of the Self-Service or the Full-Service Subscription Plan and those of this Terms of Service, the terms of the Self-Service or the Full-Service Subscription Plan shall prevail.
   9. Service: Refers to the DocDigitizer’s data extraction Service, which is provided in SaaS (software as a service) model.
   10. Service Level Agreement or SLA: Is the agreement between DocDigitizer and the Client, where the availability (“Service Level”) of the Service is defined. It constitutes part of this document as Appendix 1.
       1. In case of contradiction between the terms of the SLA and those of this Terms of Service, the terms of the SLA shall prevail.
   11. Service Payment: The client pays a rental fee for using the software for a contracted period of time.
   12. Service Provider: IMP – Intelligent Morphing Portals, Lda. (DocDigitizer).
   13. Software: DocDigitizer’s software.
   14. Software Location: The software is installed on the service provider’s server.
   15. User: The client (company or individual who contracts access to the Service).
   16. User Account: The user’s email address.
   17. Credits: the DPUs the user requested to be processed monthly in a maximum speed limit for processing (OS) and a maximum data delivery time (SLA Delivery Time).
   18. Package: the subscription purchased by the User which includes a limited amount of credits to be processed monthly in a maximum speed limit for processing and a maximum data delivery time under a fee established on the Price List.
   19. Document Processed: Any transaction initiated by the customer, sending a binary file to DocDigitizer’s API independent on its outcome.
   20. Subscription Plan: the contract signed between DocDigitizer and the Client establishing a commercial relationship concerning DocDigitizer’s Services.

2. SCOPE OF SERVICE

   1. Scope: DocDigitizer grants its Clients a limited, non-exclusive, revocable, and non-transferable authorization to the DocDigitizer Service, subject to acceptance and compliance with the terms of service defined herein.
   2. Changes:
      1. DocDigitizer may update these Terms and will notify you when it does. Such change will be communicated to the user via e-mail and will be taking effect from the first day of the month following the respective communication. If you do not agree with the changes, the user will have the right to stop using the DocDigitizer software at the end of the month in which he has been notified, without any penalty or compensation. Once the changes take effect, the use of the service by the User will be considered as an expression of the acceptance of such changes.
      2. DocDigitizer may also add new features or updates its Service as well as alter the design of existing features at any time without notice.
      3. DocDigitizer also reserves the right to remove or amend features due to security reasons or to fulfil a new legal obligation and will notify you when it does as well as the date that changes will come into force.
      4. If DocDigitizer changes removes any feature and section 2.2.3 is not applicable, such changes will be communicated to the user via e-mail and will be taking effect from the first day of the month following the respective communication. If you do not agree with the changes, the user will have the right to stop using the DocDigitizer software at the end of the month in which he has been notified, without any penalty or compensation. DocDigitizer will reimburse you in case you already paid any amounts in advance. Once the changes take effect, the use of the service by the User will be considered as an expression of the acceptance of such changes.
   3. Limits: In order to guarantee the quality of service and the stability of the operation, DocDigitizer may impose limits on the use of the Service, including limits on the size of documents, the definition of maximum upload and download rates, and the definition of the order expiration time or the persistence of orders.
   4. Cancellation: The violation of any of the conditions established in the present terms of service gives DocDigitizer the right to temporarily or permanently suspend the use of the Service.
   5. Responsibility: The User accepts and agrees that DocDigitizer cannot be held responsible for any content that is uploaded to DocDigitizer’s software.
   6. Accommodation and Infrastructure: The User understands that the DocDigitizer Service is provided in a SaaS model supported by DocDigitizer’s technological infrastructure. DocDigitizer is solely responsible for the management of the infrastructure supporting its service.

3. TERMS OF USE

   1. The Client expressly understands and accepts that DocDigitizer cannot be held responsible, in any way, for damages of any kind resulting from the use of the Service by the User, or by third parties who access the User’s data through the software.
   2. DocDigitizer reserves the right to temporarily suspend access to the Service (or any part of it) at any time, with or without notice.
   3. DocDigitizer may suspend the Service or part of it whenever it detects the need to change or correct the software and will inform the user of this fact by any reasonably understandable means. The User expressly accepts that DocDigitizer will automatically provide these changes and corrections as part of the Service.
   4. In the event that the Service is permanently discontinued, DocDigitizer will inform the User of this fact with at least 120 days’ notice of the effective date.
   5. During the notice period, the Client is responsible for removing all of their information from the system. After the account is closed, DocDigitizer will proceed with the definitive and irreversible elimination of all existing data in the application, except as provided in the following paragraph.
   6. DocDigitizer will not be responsible, towards the User or to third parties, for any damages that may result from termination or suspension of the User’s account and/or access to the Service.
   7. DocDigitizer licensing will only be activated after a good collection.

4. SUBSCRIPTION MODELS

   1. DocDigitizer’s service is acquired on a monthly or annual subscription, as agreed with the Client in the Proposal or Free-Demo Subscription Plan.
   2. The User understands that the definition of the type of documents processed, and the data model is made according to the proposal and agreed upon by both parties. All documents and/or data outside of the agreed scope are not subject to any level of service even if they are considered for accounting purposes (billing and/or credit consumption).
   3. The User acknowledges that, once the data is extracted and delivered to the Client, DocDigitizer will not keep in their possession the data related to the documents and files uploaded by the User. Unless otherwise agreed between the parties, all documents, files and concerning data will be deleted once the data is extracted and delivered.
   4. DocDigitizer’s service is available in 3 (three) subscription models:
      • Free Demo:
      • Full-Service.
      • Self-Service.
   5. Upon request, the Client may subscribe a customised solution, which is subject to evaluation, availability, and agreement from DocDigitizer (Customised Subscription Service).

5. FREE DEMO SUBSCRIPTION

   1. Upon request, DocDigitizer provides the User with access to a demo subscription/free trial model with a duration predefined by DocDigitizer. This subscription is served to assess the suitability of the Service to the User’s needs.
   2. The User understands that they will not be able to use the results of the free trial model to support any recurring operational or business activity or generate any type of direct or indirect revenue.
   3. The demo subscription of DocDigitizer is limited in its functionality and usage. There is a guaranteed commitment from DocDigitizer to the quality of the data delivered, data delivery time, and service availability during the trial period.
   4. The demo subscription model will not provide any technical support or maintenance.
   5. The User understands and accepts that DocDigitizer can cancel access to the demo subscription at any time, without notice.

6. FULL-SERVICE SUBSCRIPTION

   1. The Full-Service model is acquired as a monthly or annual subscription in which there is a maximum limit of credits (DPU) to be processed monthly, in a maximum speed limit for processing (OS) and a maximum data delivery time (SLA Delivery Time).
   2. It is the User’s responsibility to decide whether to send documents for processing. For each document sent, the respective DPUs will be counted and discounted, considering the amount of information extracted.
   3. The User expressly understands and accepts that the data from the processed documents will only be available after a previously defined maximum processing time and considering the calendar of public holidays in Mainland Portugal and opening business hours from 9 AM to 6 PM Monday to Friday.
   4. The user expressly understands and accepts that the data delivery rate is limited to the maximum contracted processing speed (which defines the maximum DPUs processed per unit of time). The maximum speed is defined at the outset of the Service under the Proposal.
   5. The User expressly understands and accepts that the data of the documents processed by the OCR will have a minimum degree of precision of 99%, counted in periods of 12 months from the subscription start date and without considering any rejected documents.
   6. The User expressly understands and accepts that the processed documents may be rejected by DocDigitizer’s Service for the following reasons:
      1. When it is not possible to assign a document type classification consistent with what has been defined and approved in the commercial proposal (Reason: Document not included in your subscription).
      2. If the document has signs of alteration of the original data in any of the fields that are needed to validate the document (Reason: Forged document).
   7. The User expressly understands and accepts that rejected documents are considered for the purpose of consuming DPU credits and processing speed. Each rejection will be counted as the consumption of one DPU.
   8. The User expressly understands and accepts that whenever the same information is presented in a document in different forms or formats, the DocDigitizer Service does not ensure that the returned data is consistent between documents of the same type.
   9. The error report related to non-compliance with the points described above is the sole responsibility of the User and should be reported via email to sales@docdigitizer.com, attaching all relevant information for analysis.
   10. In case of non-compliance with the points described above, DocDigitizer will credit 10 DPUs free of charge for each non-compliant document. These credits are not subjected to the contractual delivery time.
   11. The User expressly understands and accepts that the maximum number of documents to be processed in one day is subject to a daily limit for responsible use. This count is based on the division of the monthly contractual DPUs by 22 working days. If this limit is exceeded, excess documents will not be subject to contractual delivery time.
   12. There is no transition of DPUs between months, except when the Client pays for the service annually, in which case it is possible to transfer unused DPUs between months up to a maximum limit of 10% of the maximum monthly value of the contracted DPUs.
   13. The credits consumed above the contractual agreed DPUs will be invoiced on a monthly basis at a rate of 0.65€. if they have exceeded 10% for Clients with an annual subscription and 0% for monthly subscription clients.

7. SELF-SERVICE SUBSCRIPTION

   1. The Self-Service model is a monthly/annual subscription in which a monthly maximum limit of credits (DPU) to be processed.
   2. It is the User’s responsibility to decide whether to send documents for processing. For each document sent, the respective DPUs will be counted considering the amount of information extracted.
   3. The User expressly understands and accepts that the data of the processed documents will only be available after a maximum processing time defined at the outset of the Service.
   4. The User expressly understands and accepts that the data of the processed documents are not subject to any guarantee of quality.
   5. The User expressly understands and accepts that whenever the same information is presented in a document in different forms or formats, the DocDigitizer Service does not ensure that the returned data is consistent between documents of the same type.
   6. The error report related to non-compliance with the points described above is the sole responsibility of the User and should be reported via email to sales@docdigitizer.com, attaching all relevant information for analysis.
   7. The User expressly understands and accepts that the maximum number of documents to be processed in one day is subject to a daily limit for responsible use. This count is based on the division of the monthly contractual DPUs by 22 (twenty-two) working days. If this limit is exceeded, excess documents will not be subject to contractual delivery time.
   8. There is no transition of DPUs between months, except when the Client pays for the service annually, in which case it is possible to transfer unused DPUs between months up to a maximum limit of 10% of the maximum monthly value of the contracted DPUs.
   9. The credits consumed above the contractual agreed DPUs will be invoiced on a monthly basis at a rate of 0.65€ if they have exceeded 10% for Clients with an annual subscription and 0% for monthly subscription clients.

8. ACCOUNT’S TERMS OF USE

   1. To subscribe to the Service, the User must indicate their full identification (name or company name, address or registered office, and tax number), a valid e-mail address, and any other additional information requested by DocDigitizer.
   2. The login account can only be used by one user, and it is not allowed to share a single login with several people.
   3. The User is exclusively responsible for maintaining the security of their account, API key, and personal password. DocDigitizer will not be held responsible for any loss or damage resulting from failure by the User or failure to comply with this security obligation.
   4. When disclosing information generated in the software, the User declares to be the owner of such content, exempting DocDigitizer from any and all responsibilities whatever their nature, namely fiscal or parafiscal.
   5. The User cannot use the Service for any illegal, unlawful, fraudulent, or unauthorized purposes.

9. ABUSIVE OR SUSPICIOUS USAGE

   1. Each subscription to DocDigitizer is defined based on a monthly volume of documents/pages/fields, depending on the specific subscription plan.
   2. The monthly volume is divided by the number of days in the month, determining the maximum daily volume of documents that can be processed in line with the service level agreements (SLAs) for time and quality.
   3. If the customer exceeds the maximum daily volume, any excess documents will not be subject to the SLAs.
   4. DocDigitizer reserves the right to suspend the account for abusive or suspicious use if consumption significantly exceeds the maximum daily volume, especially when there is substantial deviation.
   5. This suspension mechanism aims to:
      • Protect the operational performance of all customers,
      • Prevent malicious or unintended misuse of the API,
      • Avoid unexpected extra charges for the customer.
   6. The customer will be notified in the event of excessive usage, allowing them to investigate the cause of the deviation and address the issue.
   7. If the increased consumption is expected, the customer may request an upgrade. The customer must ensure that document volumes are correctly adjusted to match the defined limits before requesting reactivation of the account.
   8. DocDigitizer reserves the right to charge a reactivation fee of €500, particularly in cases of recurring abusive or suspicious use.
   9. In cases of repeated abusive use, DocDigitizer may cancel the subscription contract.

10. PAYMENT TERMS, REFUND, UPGRADE, DOWNGRADE

    1. The prices of the DocDigitizer Service are released on request directly to the Client.
    2. The renewal prices for the DocDigitizer Service are released on request directly to the Client.
    3. Payment for the Service will be made by bank transfer, ATM, direct debit, credit card, or PAYPAL according to the modalities provided by DocDigitizer.
    4. The price of the Service is charged in advance, according to the contracted frequency, and is non-refundable.
    5. All DocDigitizer subscriptions are automatically renewed on the last day of the contract based on the same period and maximum monthly volume contracted as according to section 14.2., applying the price list in place.
    6. The User expressly understands and accepts that, for processing documents above the maximum monthly contracted volume, “a la carte” credits will be charged with a unit value of 1.2 € for each excess DPU.
    7. The User expressly understands and accepts that it is their responsibility to actively manage their subscription, ensuring active control of their consumption of DPUs.
    8. The User expressly understands and accepts that it is their responsibility to request the cancellation, downgrade, or upgrade of their service from their account manager.
    9. DocDigitizer reserves the right to cancel the subscription for non-payment. After cancelling the subscription, the User is subject to the price list in effect at the time of reactivation.
    10. DocDigitizer reserves the right to change the price list and service model without prior notice. The User is subject to the price list and service model in effect at the time of each subscription renewal.

11. INTELLECTUAL PROPERTY RIGHTS

    1. All intellectual property rights relating to and on any elements of the service are reserved to DocDigitizer, in accordance with the legislation on the legal protection of computer programs and the Code of Copyright and Related Rights (CDADC).
    2. As holder of the intellectual property rights, DocDigitizer may reproduce, modify, commercialize the service, when, for the purposes and by the means or media it deems best.
    3. The user is not granted, within the scope of the use of the service, any type of copyright in their favour, since that it is only granted the right to use it in the terms agreed upon by DocDigitizer, not resulting in any transfer of property regarding any content, technology and/or software.
    4. The corporate names, trademarks, as well as any distinctive signs reproduced in the Service are protected under the terms of the legal provisions applicable to industrial property and are also the property of DocDigitizer. The reproduction or representation of all or part of these distinctive signs is strictly prohibited and must be subject to prior written authorization from DocDigitizer.

12. WARRANTIES, LIMITED LIABILITY, AND INDEMNITIES

    1. The User takes on their own risk when using the Service. The Service is provided “as is” and “as available.”
    2. Technical support is provided via email to users and active account holders.
    3. The Service is provided over the Internet. For this reason, DocDigitizer is not responsible for any lack of connectivity or the inherent possibility of it not being accessible.
    4. The Service Provider makes no warranties, either express or implied, including without limitation any implied warranty of fitness for a particular purpose. Without limiting the generality of the foregoing, provider has no obligation to indemnify, defend, or hold harmless the Client, unless this agreement specifically provides for such an indemnity.
    5. The Service Provider does not warrant that the Software will perform without error or that it will run without immaterial interruption. The Service Provider gives no warranty regarding, and will have no responsibility or liability for, any loss arising out of a modification of the Software made by anyone other than the Service Provider, unless the Service Provider approves such modification in writing.
    6. The Service Provider will have no responsibility or liability for the accuracy of data uploaded to the System by the Client, including without limitation Client Data and any other data uploaded by Client’s users.
    7. The Service Provider provides no warranties, express or implied, with regard to third party components, and the Service Provider will not be liable for any failure of any third-party component to function as expected or intended.
    8. The Client warrants that he is not infringing third party rights when using DocDigitizer’s Service.
    9. The Client is solely responsible for the results and performance of the product. In no event will DocDigitizer be liable to the Client or any other individual or legal person for any incidental, special, consequential or any other indirect damages, including, but not limited to, lost profits, loss or destruction of data or other economic or commercial loss, even if DocDigitizer has been notified of the possibility of such damages, or that the occurrence of such damages is foreseeable. Under no circumstances will the DocDigitizer be responsible for claims promoted by third parties. The total liability of DocDigitizer and its Partners to the Client, shall not exceed the amount that the Client paid for the Service.
    10. The limitations of liability contained in the previous paragraph shall apply even if the breach or alleged breach consists in the violation of a fundamental condition or term or constitutes a serious breach of the terms of this contract.

13. CONFIDENTIALITY, PRIVACY AND PERSONAL DATA PROTECTION

    1. Confidential Information: DocDigitizer and its clients will be able to exchange confidential information with each other. Confidential information means any information (written, oral, electronic, or other) related to technology, professional secrets, technical or business knowledge, business plans or strategies, Clients, prices, and any other information explicitly classified as confidential by any of the parties.
    2. Protection of Confidential Information: DocDigitizer and its Clients are committed to the following:
       • Not access or use any confidential information other than what is strictly necessary to comply with the terms of the service.
       • The parties may, by mutual agreement and in compliance with the terms of the service, use confidential information for other purposes.
       • Both parties endeavour to ensure the safeguard and protection of confidential information in order to prevent undue access or use of it.
       • Both parties will promptly notify the other whenever any access or disclosure of confidential information is detected, as well as take organizational and technical measures to prevent future improper access.
    3. Data Persistence: The User expressly understands and accepts that DocDigitizer will not keep in their possession the data related to the documents and files uploaded by the Client from the moment the data extraction is delivered to the Client.
    4. Data Elimination: The Data Processor shall retain Personal Data only for the period strictly necessary to provide the contracted Services.
       Unless otherwise instructed in writing by the Data Controller, the maximum retention period for Personal Data shall not exceed thirty (30) days after the completion of the processing activity or delivery of the extracted data to the Data Controller, whichever occurs first.
       Upon expiration of this retention period, the Data Processor shall securely delete or irreversibly anonymise all Personal Data, including any copies, unless retention is required by applicable law or is necessary for the establishment, exercise or defence of legal claims, in which case such data shall be retained only for the legally required period and appropriately restricted.
       The Data Processor shall ensure that deletion processes are performed in a secure manner and in accordance with its internal Information Security Management System (ISMS).
    5. Data Processing:
       1. The User expressly understands that all the transaction data can be viewed by the DocDigitizer curation team in order to guarantee the quality of the service and the contracted service levels.
       2. The User expressly understands and accepts that DocDigitizer may, temporarily or permanently, subcontract to support the data validation process.
       3. DocDigitizer is committed to applying the privacy and security rules that it applies to its internal team to any subcontractors.
    6. Processing Location: DocDigitizer has several data processing centres, and the User must, at the time of signing the contract, explicitly indicate if they have any geographic restrictions for the treatment and storage of their data.
    7. Personal Data Protection: DocDigitizer undertakes to act in compliance with the applicable legislation on personal data protection (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data – “GDPR”), complying with all requirements and ensuring the security of personal data as well as the enforcement of the rights of the data subjects. DocDigitizer implements the appropriate technical and organizational measures for the protection of personal data processed in the framework of the contracted service provision. Considering the obligation set out in Article 28 of the GDPR, the parties will enter into a Data Processing Agreement (“DPA”), which specifies the terms and conditions of processing and storage of personal data processing, and it is attached to this Terms of Service as Appendix 2. In the event of a conflict between any provision in the DPA and any provision in the Agreement or its appendices, the DPA shall prevail.

14. FEEDBACK

    DocDigitizer has not to and does not agree to treat as confidential any Feedback (as defined below) provided by the Client, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict DocDigitizer’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Client. Notwithstanding Section 12 (Confidential Information), Feedback will not be considered Client’s Confidential Information or its trade secret. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Provider’s products or services. Feedback does not include any suggestion or idea to the extent that it solely addresses Client’s products or services.

15. TERM, TRANSFERABILITY AND TERMINATION

    1. The service comes into force on the date the Client subscribes to it and will remain in effect until the expiration of its term – depending on the subscription requested (monthly or annual), so the Client is not due any return of funds if decides to give up the use of the service during its term.
    2. The Agreement will automatically renew for successive periods on the last day of the contract based on the same period and maximum monthly volume contracted unless the Client notifies DocDigitizer of its intent not to renew 30 or more days before any renewal date.
    3. Either party may terminate this Agreement within 30 (thirty) days via formal written notice to the other party in the event of a breach of any provision of this Agreement. Such notice by the aggrieved entity shall state the reasons for the breach in sufficient detail to afford the breaching entity an opportunity to remedy the alleged breach (“Notice”). Upon receipt of such Notice, the breaching entity shall have thirty (30) days to resolve the breach, at which time the contract will terminate if the alleged breach is not resolved.
    4. DocDigitizer reserves the right to transfer, assign, or delegate this Agreement and any of its rights or obligations hereunder to any third party without the need for any consent from the Client, provided that such third party agrees to fulfill all obligations herein. This includes, but is not limited to, the transfer of this subscription to any third party company that can support all obligations under this Agreement to the Client.
    5.  In the event of a transfer, DocDigitizer will provide the Client with reasonable notice either via email or through a prominent notice on the Service. The Client acknowledges and agrees that such transfer may occur, and that any acquirer or successor of DocDigitizer may continue to use the data and information provided by the Client to DocDigitizer as set forth in this Agreement.
    6. If the Client does not wish to continue the subscription under the new third party, the Client may terminate this subscription without penalty by providing written notice to DocDigitizer within thirty (30) days of receiving notice of the transfer. Upon termination, the Client will be entitled to a pro-rata refund of any pre-paid fees for the remaining period of the subscription after the date of termination.
    7. The transferring third party will be required to support all obligations to the Client as per the terms of this Agreement, ensuring a seamless transition and continuity of service. DocDigitizer will take all reasonable steps to ensure that the third party agrees to adhere to the terms of this Agreement and any appendices herein, including but not limited to the Service Level Agreement (Appendix 1) and the Data Protection Agreement (Appendix 2).

16. NO WAIVER

    Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

17. FORCE MAJEURE

    No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by hurricanes, earthquakes, epidemics, other acts of nature, acts of civil disorder, acts of war, terrorism, acts of governments such as expropriation, condemnation, embargo, changes in laws, and shelter-in-place or similar orders, or other causes beyond the performing party’s reasonable control.

18. SEVERABILITY

    If a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to achieve its original effect to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

19. NOTICES AND COMMUNICATIONS

    For all legal purposes, the parties adopt as their agreed domicile the domiciles stated when signing this Agreement, and any notification sent to the domiciles stated in it will have the value of effective notification.

20. MISCELLANEOUS

    1. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
    2. DocDigitizer reserves the right to unilaterally modify, in whole or in part, the terms of these Terms of use without prior notice. Any modifications to these Terms of use shall take effect immediately, unless stated otherwise in these Terms of use.

21. APPLICABLE LAW AND JURISDICTION

    1. The present agreement shall be governed and interpreted exclusively by the application of Portuguese Law.
    2. For the resolution of any disputes arising from this agreement, the Parties assign exclusive jurisdiction to the District Court of Lisbon, Portugal, with express waiver of any other.

Appendix 1 – SERVICE LEVEL AGREEMENT

Important: This Service Level Agreement is only applicable to clients who are paying for the service to DocDigitizer. This Service Level Agreement (this “SLA) is incorporated into the Agreement between the Service Provider and the Client (the “Agreement”). Terms used here have the same meaning when used in the Agreement.

1. Definitions
   1. Availability Downtime Minute: a one-minute period during which the Service is unavailable, other than because of errors of the Client or its agents or failures of software or equipment operated by the Client or under its control. Does not include (a) Schedules Maintenance; or (b) failures due to Force Majeure (as defined in Section 16 of the Agreement).
   2. Credit: a credit against future service fees. Credits (a) do not apply to other amounts the Client may owe to the Service Provider, (b) apply to outstanding or future invoices only, and (c) are forfeit upon termination of the Agreement.
   3. Quarter: is a calendar quarter during which a downtime has occurred.
   4. Quarterly Downtime: the total minutes of Downtime suffered during a referred quarter.
   5. Quarterly Uptime Percentage: the total number of minutes in the Quarter less Quarterly Availability Downtime divided by the total number of minutes in the Quarter.
   6. Scheduled Maintenance: any period of maintenance on the software, provided that DocDigitizer has given notice to the Client according to section 3 of this SLA.
2. Commitment to the Service Level DocDigitizer commits to guarantee monthly availability of its service at least 99% uptime, excluding herein the time scheduled for regular maintenance actions.
3. Scheduled and Non-Scheduled Maintenance Scheduled maintenance is not considered as inactive working time and will take place on Tuesdays and Saturdays from 6pm to 12am (Portuguese time). Scheduled maintenance is communicated according to the notification section mentioned below. DocDigitizer may, if it deems it necessary, carry out unscheduled maintenance and will endeavour to notify the Client in advance.
4. Credit Request In order to receive a credit based on the commitment made regarding the fulfilment of the service level, the Client must request it by sending an e-mail message to DocDigitizer at contact form, within five days before the end of the applicable quarter. Clients who are in breach of their contractual obligations, namely, for lack of timely payment of the retribution due to DocDigitizer are automatically excluded from the possibility of receiving credit. The Service credit is valid for up to one year in relation to the quarter in which the credit was issued. DocDigitizer will calculate any failure in the level of Service by using the formula defined in Section 1.5 of this SLA.
5. Updates/Notifications The service level commitment may be modified by DocDigitizer but will only be effective with the Client if DocDigitizer gives at least thirty days’ notice to the Client prior to the date on which the service level changes take effect. Notices will be sufficient if given to a user identified as the administrator of the Client account by email to the registered email address of the Client account.
6. Customer Support
   1. DocDigitizer provides a customer support service to deal with incidents that call into question the availability of the service.
   2. When necessary, DocDigitizer will allocate more resources on a timely basis and in accordance with the number of problems reported with high levels of urgency, in order to comply with the times established in its resolution.
   3. This support service is available during business hours from 9:00 AM to 6:00 PM (DocDigitizer headquarters timezone).
   4. The initial response consists of a suggestion to solve the problem and / or request for further information or clarification and / or notification of the estimated resolution time.
   5. All incidents should be communicated via contact form with clear indication of the problem, its priority level, attaching information relevant to analysis, as screenshots and providing a direct contact telephone number to support the incident screening. All communications shall have delivery receipts, which shall be kept for auditing and supporting claims for reimbursement.
7. Responsible Use Policy
   1. DocDigitizer’s responsible use policy aims to provide a means for DocDigitizer to maintain high level of service taking into consideration a tangible forecast of usage.
   2. The previous Service Level Commitments are only applicable if this Responsible Use Policy is strictly followed. Any deviation will automatically remove any obligation regarding the Service Level Commitments.
      1. A customer license subscription defines a maximum amount of processing credits per month.
      2. A processing credit is spent when a document is uploaded to DocDigitizer.
      3. The customer may upload a daily maximum of 8% of the total amount of credits available in each month.
      4. The customer must ensure that each uploaded document corresponds to one and only one document.
      5. Documents should have a minimum readability quality.
      6. Cropped and/or incomplete documents will be rejected.
      7. Any document with clear signs of forgery will be rejected.
      8. If mandatory fields are not present in the document, the document will be rejected.
      9. A processing credit is limited to a document with a maximum of 100 pages.
      10. In the case of a document with more than 100 pages, one processing credit will be used for each additional 50 pages.
      11. One processing credit / DPU (document process unit) is limited to an extraction of 15 fields per document.
8. Exclusions
   1. Accounts concerning Beta clients and other experimental, demo and test environments are expressly excluded from this or any other Service level commitment.
   2. The Service level commitment as set above does not apply to the following issues:
      1. That resulted from client’s use of hardware, software, or services not provided by DocDigitizer.
      2. That resulted from the Client failure to use the Service as advised, not following DocDigitizer’s instructions, including after DocDigitizer’s notification of changes.
      3. When the number of fields sent for extraction is superior to the one previously agreed in the subscription agreement, without prejudice of sections 6.13 and 7.9.

Appendix 2 – DATA PROTECTION AGREEMENT

This Data Protection Agreement (this “DPA) is incorporated into the Agreement between the Service Provider (hereinafter “DocDigitizer” or “Data Processor”) and the Client (hereinafter “User” or “Data Controller”), jointly referred to as Parties. Terms used here have the same meaning when used in the Terms of Service. WHEREAS:

1. Given the Agreement between the parties, the Data Processor has undertaken to provide to the Data Controller services of data extraction (hereinafter referred to as the “Services”).
2. In order to provide such Services, the Data Processor will process data – including personal data – on behalf of the Data Controller.
3. In order to comply with the referred services, the Data Processor may, temporarily or permanently, use sub-processors to support the data validation process, with a view to guaranteeing the quality of the service and the contracted service levels.
4. That to regulate the mentioned processing, the Parties agree to enter into the present Agreement, which shall be governed by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter “GDPR”) and other applicable data protection legislation and in particular by the following below.

DEFINITIONS AND INTERPRETATION:

1. The terms “controller”, “processor”, “personal data” and “processing” and any other related terms and expressions shall be interpreted in accordance with the GDPR, as supplemented by national or European legislation, interpretations and guidelines issued by European and national authorities, standard data protection clauses adopted by the Commission model clauses adopted by the European Commission or supervisory authorities and any relevant case law (jointly referred to as the “Data Protection Regime”).
2. The titles of the Clauses of this DPA are included for mere convenience and do not constitute support for its interpretation or integration.
3. Amendments to this DPA shall only be considered valid if made in writing, signed by both Parties and taking the form of an Amendment to this DPA.
4. Should any provision of this DPA be declared in any way invalid or unenforceable, by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity of the remaining provisions of the DPA, and the Parties undertake to agree in good faith on a substitute provision which shall replace it and which shall, as far as possible, have similar effects.

CLAUSES

FIRST. – Purpose

1. The purpose of this DPA is to define the conditions under which the Data Processor will carry out the processing of data, including personal data, needed for the correct provision of the Services rendered to the Data Controller.
2. The provision of the contracted Services implies the accomplishment by the Data Processor of the data processes described in the Subscription Plan.
3. In the event that the provision of Services involves the collection of personal data, the Data Processor will comply with the duty of information, according to the instructions provided by the Data Controller.

SECOND. – Term

This DPA shall be effective for the entire duration of the Services rendered to the Data Processor. Notwithstanding the foregoing, both Parties agree that the clauses of this DPA, with express or implied intent to continue in force after the termination or expiration thereof, shall remain in force and continue binding both Parties as stipulated.

THIRD. – Nature and Purpose of the Processing

1. The personal data will be processed only to carry out the provision of the contracted Services.
2. If the Data Processor considers necessary to carry out a processing of the data for a different purpose, Data Processor shall proceed to request the prior written authorization of the Data Controller.
3. In the absence of such authorization, the Data Processor may not carry out such processing.

FOURTH. – Categories of Data Subjects and Categories of personal data

The categories of data subjects and types of personal data that the Data Processor will process under this DPA are established in Annex A.

FIFTH. – Data controller’s Obligations

For the performance of the Services identified above, the Data Controller undertakes to make available to the Data Processor the personal data and/or information necessary for the proper processing in the context of the provision of the Services.

SIXTH. – Data Processor’s Obligations

6.1 The Data Processor undertakes to fulfil the following obligations:

1. To process the personal data solely for the purpose of carrying out the contracted provision of services, in accordance with the written instructions from the Data Controller at all times, including with regard to transfers of personal data to a third country or an international organisation (unless there is a legal obligation to carry out further processing, in which case the Data Processor shall inform the Data Controller of such legal requirement prior to the processing, unless prohibited by such Law for important reasons of public interest);
2. To maintain the duty of confidentiality regarding the personal data to which he has access, even after the end of the contractual relationship, and to ensure that his dependants have committed in writing to maintain the confidentiality of the personal data processed.
3. To ensure, considering the state of the art, the costs of implementation, and the nature, scope, context and purposes of processing, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons, that Data Processor will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:
   1. The pseudonymisation and encryption of personal data;
   2. The ability to ensure the confidentiality, integrity, availability and resilience of processing systems and services;
   3. The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
   4. A process of regular testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing;
   5. In assessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed;
   6. In any case, the Data Processor guarantees that it complies at least with the medium-level security measures set out in international and European standards.
4. To keep under his control and custody the personal data to which he has access in relation with the provision of the Service, and to not disclose them, neither transfer or otherwise communicate them, not even for their preservation, to persons unrelated with the provision of the Service covered by this DPA.
5. However, the Data Controller hereby authorizes the Data Processor to use another data processor (hereinafter, the “Sub-processors”), being the Data Processor obliged to transfer and communicate to the Sub-processors the whole obligations that for the Data Processor derive from this DPA and, in particular, the provision of enough guarantees that he will apply appropriate technical and organizational measures, so that the processing complies with the applicable regulations. Where that other processor fails to fulfil its data protection obligations, the initial processor shall remain fully liable to the Controller for the performance of that other processor’s obligations.
6. In any case, access to the data made by natural persons who render their services to the Data Processor, acting within the organizational framework of the latter by a commercial and non-labour relationship, is authorized.
7. In addition, access to the data is granted to companies and professionals that the Data Processor has hired in his internal organizational framework in order to provide general or maintenance services (computer services, consulting, audits, etc.), as long as such tasks have not been arranged by the Data Processor with the purpose of subcontracting with a third party all or part of the Services provided to the Data Controller.
8. To erase or return to the Data Controller, at his choice, all personal data to which he has had access in order to provide the Service. Likewise, the Data Processor undertakes to delete the existing copies, unless there is a legal rule that requires the preservation of the personal data. However, the Data Processor may keep the data, duly blocked, regarding the responsibilities that could stem from his relation with Data Controller.
9. To notify the Data Controller, without undue delay, of any personal data security breaches of which he is aware, giving support to the Data Controller in the notification to the Portuguese Data Protection Authority (CNPD) or other competent Data Protection Supervisory Authority and, if applicable, to the interested parties of the security breaches that occur, as well as to provide support, when necessary, in the carrying-out of privacy impact assessments and in the prior consultation to the competent Supervisory Authority, where appropriate, as well as to assist the Data Controller so he can fulfil the obligation of responding the requests to exercise certain rights.
10. To maintain and update a record of processing activities under its responsibility.
11. To cooperate with any Data Protection Supervisory Authority, in the fulfilment of its power.
12. To make available to the Data Controller the whole information necessary to demonstrate the fulfilment of the obligations established under this DPA, as well as to allow and contribute to the performance of audits, including inspections, by the Data Controller or by a third party authorized by him. The lack of accreditation that the Data Processor is correctly complying with the obligations assumed in this DPA, will be a cause of resolution of the same.

6.2 If the Data Processor or any of his Sub-processors violates this DPA or any regulation when determining the purposes and means of the processing, he shall be held responsible for such processing.

SEVENTH. – Intervening parties data

7.1 The personal data included in this DPA and those exchanged between the Parties to enable the provision of the Services will be processed by the other Party in order to allow the development, compliance and control of the agreed provision of Services, being the basis of the processing the fulfilment of the contractual relationship, keeping the data during all the time in which the said contractual relation subsists and even later, until the eventual responsibilities derived from it prescribe. 7.2 The Parties undertake to transfer to the data subjects this information, as well as to inform them that they may write to the addresses indicated in the heading of this DPA in order to exercise their rights of access, rectification, opposition and elimination.

EIGHTH.  – Confidentiality

8.1. The Processor undertakes to maintain professional secrecy with regard to all data to which it has access or which have been transmitted to it by the Controller in the context of the provision of the services agreed with the latter. 8.2 The obligation of secrecy foreseen in the previous number shall continue even after termination of the DPA, regardless of the reason for which it occurs.

NINE – Applicable Law and Jurisdiction

9.1 This DPA shall be governed by the Portuguese and European regulations, as well as by the resolutions and guidelines of the Portuguese Data Protection Authority (CNPD) and other competent bodies in this matter. 9.2 In order to resolve any discrepancy regarding the interpretation and/or the enforcement of the provisions of this DPA, both Parties submit to the jurisdiction of the Courts of Lisbon, with express waiver of any other legislation or jurisdiction that may correspond.

TEN – Personal Data Protection Communications

Without prejudice of the established-on Section 18 of the Terms of Service, issues and questions concerning personal data protection should be addressed to the following e-mail dpo@docdigitizer.com.

ANNEX A – TERMS OF PROCESSING

1. 1. Duration of the Processing: The data will be processed for the duration of the service provision.
   2. Type of Data Processed The processing may include the following types of personal data about data subjects:
      1. Identification Data: Name and surnames, NIF/ID Card, Social Security number/Mutuality, address, telephone, signature, image/voice.
      2. Personal characteristics Data: Civil status, family data, date of birth, place of birth, age, gender, nationality, native language, physical or anthropometric characteristics.
      3. Social Circumstances: Shelter/housing characteristics, ownerships or possessions, hobbies and lifestyle, membership of clubs or associations, licences, permits and authorizations.
      4. Academic and professional data: Training/qualifications, student’s records, professional experience, membership of colleges or professional associations.
      5. Details of employment data: Profession, job position, non-economic payroll data, worker’s history.
      6. Commercial information data: Activities or businesses, commercial licenses, subscriptions to publications or media and literary, artistic, scientific or technical creations.
      7. Economic, financial and insurance data: Incomes and revenues, investments and patrimonial assets, credits, loans and guarantees, bank data, pension and retirement plans, economic payroll data, tax deductions and taxes data, insurance, mortgages, subsidies and benefits, credit history, credit card.
      8. Transaction of goods and services data: Goods and services supplied by the affected party, goods and services received by the affected party, financial transactions, remedies and indemnities.

Neither User nor End Users authorized by him shall use the Service to process Special Categories of Personal Data about (this includes details about race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about health and genetic and biometric data). Nor shall the User process or give instructions to process any information about criminal convictions and offences. The Controller is liable for any Personal Data that is provided or otherwise made available to DocDigitizer in excess of the categories of data described above. DocDigitizer’s obligations under the Agreement of this DPA shall not apply to such data.

1. 1. Categories of Data Subjects

The processing may include the following types of personal data about data subjects:

1. 1. Customers of the Data Controller.
   2. Potential Customers of the Data Controller.
   3. Service Providers of the Data Controller.
   4. Employees of the Data Controller.
   5. Contact Persons.
   6. End Users.
   7. Other Data Subjects about whom information included in Uploaded Data provided by the User.
2. Authorised Sub-processors: