These Terms of Service set out the terms and conditions upon which Miros.ai provides the Miros.ai Service.
1.1 In these Terms of Service, save where the context requires otherwise, the following words and expressions have the following meaning:
“Admin User” means any person authorized by the Client to access the Miros.ai Service on behalf of the Client;
“Agreement” means the agreement between the Client and Miros.ai for the provision of the Miros.ai Service comprising these Terms of Service and the Order Form including any Special Conditions;
“Annual Fee” means the fee payable for the Miros.ai Service for Initial Term and each Renewal Term in accordance with the Billing Period, as set out in the Order Form and as such may be amended from time to time in accordance with this Agreement;
“API” means the Miros.ai API through which Admin Users can access and use the Miros.ai Service;
“Billing Period” means the payment period for the Annual Fee as set out in the Order Form;
“Client” means the person or organization identified as the client in the Order Form; “Client Data” means any content or data transferred to and stored by Miros.ai as a result of the Client’s use, or end user’s use, of the Miros.ai Service;
“Client Sites” means the Client’s ecommerce sites and/or apps through which customers and other end users of Client can use the Miros.ai Service as set out in the Order Form;
“Code” means the Miros.ai’s proprietary software code installed on the Client Sites to enable use of the Miros.ai Service;
“Commencement Date” means the date as set out in the Order Form;
“Confidential Information” means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary;
“Effective Date” means the date as set out in the Order Form ;
“Free Credits” means the number of API requests the Client is permitted to make during the Trial without charge as set out in the Order Form;
“Implementation Services” means the implementation services for the Miros.ai Service as set out in the Order Form;
“Initial Term” means the minimum period for the Agreement set out in the Order Form;
“Malware” means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience (including all viruses, worms, trojan horses, spyware, logic bombs and similar files, scripts, agents, things or devices);
“Miros.ai” means Find.Fashion OÜ, trading as Miros.ai, a company incorporated in Estonia with company number 14677640 and with its principal office at Tehnika 16, 10149, Tallinn;
“Miros.ai Service” means the visual search and discovery solution (including the Code) and API provided by Miros.ai;
“Order Form” means the order form signed by Miros.ai and the Client which sets out, among other things, the Commencement Date, Service Fees, the Implementation Services and any Special Conditions;
“Renewal Term” means the 12 month period that the Agreement may automatically extend for following the end of the Initial Term or any previous Renewal Term; “Service Fees” means the Set Up Fee and the Annual Fee payable by the Client for the Miros.ai Service;
“Set Up Fee” means the one-off fee (if any) payable by Client for the Implementation Services as set out in the Order Form;
“Support” means the support services set out in clause 13 and Schedule 1; “Term” means the Initial Term plus any Renewal Terms;
“Terms of Service” means these terms and conditions of service, including the Schedules to them;
“Total API Requests” means the total API requests the Client is permitted to make using the Miros.ai Service as set out in the Order Form;
“Trial” means a trial of the Miros.ai Service; and
“Trial Period” means the number of days for the Trial as set out in the Order Form.
2.1 Miros.ai shall provide the Miros.ai Service from the Effective Date on and subject to the terms of the Agreement.
3.1 Miros.ai may offer a Trial of the Miros.ai Service. If a Trial has been agreed in the Order Form, the Trial will start on the Effective Date and will continue until the earlier of (i) the use of the Free Credits by the Client or (ii) the expiry of the Trial Period.
3.2 Following the end of the Trial, the Agreement will automatically continue for the remaining portion of the Initial Term unless notice to terminate is provided in accordance with clause 3.3.
3.3 Either party may terminate the Agreement at any time during the Trial (until 5 pm CET of the last day of the Trial Period or before the Free Credits have been used whichever is earlier) with immediate effect by giving notice in writing to the other party.
4.1 The Agreement shall start on the Commencement Date and shall continue for the Initial Term unless terminated in accordance with clause 14 or 3.3. Following expiry of the Initial Term, the Agreement will automatically renew for a further period of 12 months at the end of the Initial Term and then again at the end of each Renewal Term.
4.2 Either party may terminate the Agreement at the end of the Initial Term or any subsequent Renewal Term by providing at least ninety (90) days’ notice in advance of the expiry of such Initial Term or Renewal Term.
5.1 Miros.ai grants the Client a limited, non-exclusive, non-transferable, personal, and non-sub-licensable license to instal and use the Code on the Client’s Sites for the languages supported as identified in the Order Form, access and use the Miros.ai Service and to permit end users to use the Miros.ai Service on the Client’s Sites as permitted by the functionality of the Miros.ai Service from time to time.
5.2 The Client is not permitted to exceed the Total API Requests and, in the event that Client exceeds the Total API Requests, Miros.ai may increase the Annual Fee in accordance with its standard rate card in force from time to time for the current Billing Period and the remaining part of Term. The provider informs the customer ahead of time, both when the limit is exceeded and when the annual fee is increased as a result.
5.3 The Client may not rollover any unused API requests of the Total API Requests for a Billing Period to the next (or any other) Billing Period.
5.4 The Client must treat, and shall procure that each Admin User treats, any username and password used to access the Miros.ai Service or API as Confidential Information. 5.5 Miros.ai may disable any username or password, at any time and at Miros.ai’s sole discretion, if the API or Miros.ai Service has been, or may have been, compromised or misused.
5.6 The Client shall, and shall procure that its Admin Users shall, use “strong” passwords in connection with its use of the API and Miros.ai Service.
5.7 The Client must take reasonable precautions to prevent any unauthorized access to, or use of, the Miros.ai Service and, in the event of any such unauthorized access or use, promptly notify Miros.ai at info@miros.ai.
5.8 The Client recognises that Miros.ai is always innovating and finding ways to improve the Miros.ai Service with new features and services. Therefore, the Client agrees that the Miros.ai Service may change from time to time, and no warranty, representation or other commitment is given in relation to the continuity of any functionality of any of the Miros.ai Service except for any specific functionality that the parties agree as essential as expressly set out in this Agreement and such functionality can only be changed with the written approval of the Client, not to unreasonably withheld or delayed.
6.1 Miros.ai shall carry out the Implementation Services.
6.2 Miros.ai shall use commercially reasonable endeavors to complete the Implementation Services by any applicable dates set out or referred to in the Order Form but any such dates or timeframes, including any estimated go live date, are estimates only.
6.3 Miros.ai shall promptly inform the Client if any circumstance arises which may cause delay to the completion of the Implementation Services and shall use commercially reasonable endeavors to mitigate against such delay.
6.4 Miros.ai shall have no liability if it is delayed or prevented from carrying out or completing the Implementation Services by any act or omission of the Client or any third party contracted by the Client.
6.5 With the effect from the Effective Date, Miros.ai may charge for the Service Fees in the event that the Miros.ai Service is not ready for use by the Client as a result of delays caused by or being prevented from carrying out or completing the Implementation Services by, any act or omission of the Client or any third party contracted by the Client.
6.6 Miros.ai shall be entitled to charge for any additional reasonable costs or expenses it incurs as a result of delays caused by or being prevented from carrying out or completing the Implementation Services by, any act or omission of the Client or any third party contracted by the Client. The Client must be notified in advance by Miros.ai regarding any additional charges, and such charges must be mutually agreed upon by both parties.
7.1 Miros.ai may monitor the Client’s use of the Miros.ai Service to ensure quality, improve the Miros.ai Service, and verify the Client’s compliance with the Agreement. 7.2 The Client:
7.2.1 shall, within five (5) days of the Commencement Date, provide Miros.ai with access to all information necessary for Miros.ai to provide the Miros.ai Service, the Implementation Services and Support, or as otherwise reasonably requested by Miros.ai;
7.2.2 must comply with all applicable laws and regulations with respect to its use of the Miros.ai Service and its activities under the Agreement;
7.2.3 must use and ensure its Admin Users use the Miros.ai Service in accordance with the terms of the Agreement and shall be responsible for any actions and omissions in connection with the use of the Miros.ai Service by any end users;
7.2.4 must obtain and shall maintain all necessary licences, consents, and permissions necessary for Miros.ai to perform its obligations to the Client under the terms of the Agreement;
7.2.5 is solely responsible for any integration and configuration of its network, applications and systems required to access the Miros.ai Service, subject to any integration or configuration work that is expressly included as a Miros.ai responsibility within the description of the Implementation Services;
7.2.6 is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Miros.ai Service;
7.2.7 must not carry out any penetration testing or automated or manual vulnerability scans (or similar security testing) in relation to any of the Miros.ai Service without first having obtained the prior written authorisation of Miros.ai; and
7.2.8 must not use the Miros.ai Service: (a) to access, store, distribute or transmit or prepare for distribution or transmission any Malware; (b) to access, store, distribute or transmit or prepare for distribution or transmission any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (c) in a manner that is illegal or causes damage or injury to any person or property; (d) to infringe any copyright, database right or trademark of any person; (e) to transmit, send, prepare for transmission, or prepare for sending any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (‘spam’); or (f) to interfere with or attempt to interfere with or compromise the Miros.ai Service’ integrity or security.
7.3 The Client agrees that failure to comply with clause 7.2 constitutes a material breach of the Agreement, and may result in the immediate, temporary or permanent withdrawal of any rights of the Client and its end users to use the Miros.ai Service as reasonably necessary to mitigate any damage or loss caused by the breach.
7.4 The Client acknowledges that it is responsible for all Client Data distributed or transmitted under its use of the Miros.ai Service, or that is otherwise processed by the Miros.ai Service as a result of the Client’s or an end user’s use of the Miros.ai Service or through the Client or Client Sites.
8.1 All intellectual property rights in the Miros.ai Service and all content contained therein (including but not limited to the screen displays, the content, the text, graphics, functionality and look and feel of the Miros.ai Service), the Code, the Implementation Services, the Support and any other content or work products generated by Miros.ai in the course of providing the Miros.ai Service, except for any Client Data, belongs to Miros.ai or its licensors.
8.2 Miros.ai’s name, the terms “Find.Fashion”, “Miros” and “Miros.ai”, and all related names, logos, product and service names, designs and slogans are trademarks of Miros.ai or its affiliates or licensors. All other trademarks, service marks, company names or logos are the property of their respective holders. Any use by the Client of these marks, names and logos may constitute an infringement of the holders’ rights. Miros.ai does not warrant that the Miros.ai Service and/or its website does not infringe any intellectual property rights of third parties.
8.3 Subject always to the Client’s compliance with the Agreement, Miros.ai hereby grants the Client a limited, non-exclusive, non-transferable license to use and display Miros.ai’s name and logo in the Client’s place of business and its website and
marketing material to provide notice that Miros.ai has provided or provides the Miros.ai Service to the Client.
8.4 The Client will not, when using the Miros.ai Service, except as may be allowed by any applicable law which is incapable of exclusion by Miros.ai and to the extent expressly permitted under these Terms of Service:
8.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Miros.ai Service in any form or media or by any means;
8.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Miros.ai Service; or
8.4.3 access all or any part of the Miros.ai Service in order to build a product or service which competes with the Miros.ai Service or use or attempt to use the Miros.ai Service to directly compete with Miros.ai.
8.5 All intellectual property rights in Client Data shall remain vested in the Client or its licensors, as relevant.
8.6 The Client grants Miros.ai a license to access, download and use the Client Data for the purposes of providing the Miros.ai Service to the Client in accordance with Agreement, producing anonymised or anonymised and aggregated statistical reports and research and for developing and improving the Miros.ai Service. Otherwise, Miros.ai claims no rights in the Client Data.
8.7 The Client shall maintain a backup of Client Data and Miros.ai shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Client Data.
9.1 Miros.ai may use the Client’s name, logo, and related trademarks in any of Miros.ai’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Client uses the Miros.ai Service and alongside any testimonials that the Client has agreed to give.
9.2 The Client may request Miros.ai to stop using the Client’s name, logo and related trademarks at any time by contacting Miros.ai in writing at support@miros.ai.
10.1 If any of the Client Data contains personal data, the parties will process such personal data in accordance with the Data Processing Schedule at Schedule 2.
10.2 For the purposes of the Agreement, “personal data” and “process” shall have the meanings as set out in the Data Processing Schedule at Schedule 2.
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party’s lawful possession before the disclosure; 11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
11.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.
11.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by it or its employees or agents in violation of the terms of the Agreement.
11.4 Each party shall take a back-up of its own Confidential Information and shall not be responsible to the other for any loss, destruction, alteration, or disclosure of Confidential Information.
12.1 The Client will pay to Miros.ai:
12.1.1 the Set Up Fee (if any) in accordance with the payment terms set out in the Order Form; and
12.1.2 the Annual Fee in accordance with the Billing Period.
12.2 The Client shall pay any invoices submitted by Miros.ai for any sums due under this Agreement within thirty (30) days of receipt of such invoice unless otherwise agreed as set out in the Order Form.
12.3 Miros.ai does not collect or store any of the Client’s payment information. Payment of the Service Fees is managed by Miros.ai’s third party partners and will be subject to their terms.
12.4 All amounts and fees stated or referred to in the Agreement are exclusive of value added tax (“VAT”) or any other applicable taxes, levies or duties imposed by taxing authorities (where applicable) unless otherwise expressly stated, which shall be paid at the same time as payment of the Service Fees.
12.5 Unless otherwise agreed in writing, Miros.ai may increase the Annual Fee by up to seven and one half (7.5%) percent annually upon 30 days’ notice in writing to the Customer, such increase to take effect from the start date of the next Renewal Term.
13.1 Miros.ai will use commercially reasonable endeavors to provide the Miros.ai Service and technical support in accordance with Schedule 1 (Service Levels).
13.2 The Client acknowledges that elements of the Miros.ai Service are dependent on the internet and access to various third party services.
13.3 The Client agrees that Miros.ai is not responsible for the non-availability or interruption to the Miros.ai Service caused by any such non-availability of the internet or any such third party services.
14.1 Miros.ai may terminate the Agreement by notice with immediate effect, or such notice as Miros.ai may elect to give, if the Client fails to pay the Service Fees when due and fails to remedy non-payment within 14 days after receiving written notice requiring it to pay such Fees.
14.2 Either party may terminate the Agreement at any time on written notice to the other if the other:
14.2.1 is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
14.2.2 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
14.3 On termination of the Agreement for any reason:
14.3.1 all licences granted under the Agreement shall immediately terminate and the Client’s right to access and use the Miros.ai Service will end; and
14.3.2 Client will uninstall the Code.
14.4 Upon termination of the Agreement, the Client may request that any Client Data is deleted. If the Client fails to make such a request, Client Data will be subject to deletion in accordance with Miros.ai’s data deletion protocols and Miros.ai shall not be held responsible for the deletion of such Client Data.
14.5 The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
15.1 Miros.ai warrants and undertakes that:
15.1.1 it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement; and
15.1.2 it will comply with all applicable laws and regulations with respect to its obligations under the Agreement.
15.2 Miros.ai undertakes that the Miros.ai Service will be performed with reasonable skill and care in accordance with good industry practice.
15.3 Save as set out in the Agreement, the Miros.ai Service is provided on an “AS IS” and “AS AVAILABLE” basis and Miros.ai gives no representations, warranties, conditions or other terms of any kind in respect of the Miros.ai Service, whether express or implied, including, but not limited to, warranties of satisfactory quality, merchantability fitness for a particular purpose or non-infringement.
15.4 Except as expressly and specifically provided for in the Agreement:
15.4.1 the Client assumes sole responsibility for any results obtained from the use of the Miros.ai Service and for any decisions or actions taken arising from such use and it relies on the results obtained from the Miros.ai Service at its own risk;
15.4.2 all representations, warranties, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; and
15.4.3 Miros.ai will not be responsible for any interruptions, delays, failures or non-availability affecting the Miros.ai Service or the performance of the Miros.ai Service which are caused by third party services or errors or bugs in software, hardware or the internet on which Miros.ai relies to provide the Miros.ai Service and the Client acknowledges that Miros.ai does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the internet.
16.1 Subject to clause 16.2, Miros.ai will not be liable for losses that result from Miros.ai’s failure to comply with the Agreement, in tort (including negligence) or otherwise for the following categories of loss or damage: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data; waste of management or office time; or any indirect, consequential or special damages, costs or expenses.
16.2 Nothing in the Agreement excludes or limits Miros.ai’s liability for death or personal injury caused by Miros.ai’s negligence or for fraud or fraudulent misrepresentation. 16.3 Subject to clause 16.2, Miros.ai’s aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall in all circumstances be limited to the Service Fees paid by the Client in the 12 months prior to the event giving rise to the claim.
17.1 Applicable laws may require that some of the information or communications Miros.ai sends to the Client should be in writing. When using the Miros.ai Service, the Client accepts that communication with Miros.ai will be mainly electronic.
17.2 Miros.ai will contact the Client by e-mail or provide the Client with information by posting notices on the Miros.ai Service.
17.3 For contractual purposes, the Client agrees to this electronic means of communication and the Client acknowledges that all contracts, notices, information, and other communications that Miros.ai provides to the Client electronically comply with any legal requirement that such communications be in writing.
18.1 All notices given by the Client to Miros.ai must be given to info@miros.ai. Miros.ai may give notice to the Client by posting on the Miros.ai Service, at the email or postal address the Client provides to Miros.ai, or in any other way Miros.ai deems appropriate.
18.2 Notice will be deemed received and properly served immediately when posted on the Miros.ai Service or 24 hours after an email is sent or 3 days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped, and placed in the
post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
The Client may not transfer, assign, charge or otherwise deal in the Agreement, or any of the Client’s rights or obligations arising under the Agreement, without Miros.ai’s prior written consent.
No party shall be liable to the other for any delay or non-performance of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, pandemic, internet failure, act of God, governmental act, war, fire, flood, explosion or civil commotion. For the avoidance of doubt, nothing in this clause 20 shall excuse the Client from any payment obligations under the Agreement.
No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives), whereby the qualified electronic signature is also recognized.
24.1 The Agreement constitutes the entire agreement between the parties relating to the provision of the Miros.ai Service and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
A person who is not party to the Agreement shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
The Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.
Capitalized words not defined in this Schedule shall have the meanings ascribed to such words in the Agreement.
1.1 “Downtime” means the period of time during which the Miros.ai Service is unavailable;
1.2 “Emergency Maintenance” means any maintenance operation performed on an emergency basis in order to implement important system changes that cannot be postponed until the Scheduled Maintenance, including without limitation changes aimed to solve the inaccessibility of a material functionality of the Miros.ai Service or exposure of a material security vulnerability;
1.3 “Excluded Event” means any unavailability or performance issues of the Miros.ai Service that: (i) result from the systems, software, services, equipment or technology controlled or operated by Client; (ii) are caused by factors beyond the reasonable control of Miros.ai, including without limitation Force Majeure Events, internet access, third party services or related issues, (iii) result from the actions or inactions of Client or any third party, or (iv) result from Miros.ai’s suspension or termination of Client’s right to access and use the Miros.ai Service or part thereof as permitted by the Agreement;
1.4 “Force Majeure Event” means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement.
1.5 “Scheduled Maintenance” means any planned maintenance operation that is scheduled to perform non-critical error fixes and/or implement changes and updates to the Miros.ai Service;
1.6 “Support Hours” means the time frame 08:30am to 20:00pm CET on any business day in the EU;
1.7 “Uptime” means the overall time the Miros.ai Service and Implementation Services are available in the course of any given month, calculated as the percentage value of the total number of minutes in any given calendar month, minus the total number of minutes of Downtime (outside of Scheduled Maintenance, Emergency Maintenance and any Excluded Event) in that month, divided by the total number of minutes in that
month;
1.8 “Workaround” means a solution that provides a temporary or permanent fix to a problem and causes the Miros.ai Service to perform as expected.
2.1 Miros.ai will use commercially reasonable efforts to ensure the Miros.ai Service is available with an Uptime rate of Ninety-nine percent (99%) per calendar month. 2.2 Maintenance and Downtime shall be subject to the following conditions: 2.2.1 Miros.ai shall notify the Client at least forty-eight (48) hours prior to any Scheduled Maintenance with expected Downtime;
2.2.2 Scheduled Maintenance, in most cases, shall not exceed four (4) consecutive Downtime hours and sixteen (16) cumulative Downtime hours in any given month; 2.2.3 Scheduled Maintenance sessions are primarily scheduled to be performed depending on the Miros.ai Service load for the time when it is the lowest (typically over the weekend during the early hours of morning (GMT)); and
2.2.4 where Emergency Maintenance is required, Miros.ai shall provide the Client with a Downtime notification as soon as reasonably practicable.
2.3 Downtime caused by Scheduled Maintenance and Emergency Maintenance, as well as by any Excluded Event, shall not be counted towards the calculation of Uptime set forth in paragraph 2.1 above.
3.1 The Client can request support during the Support Hours through the following means:
3.1.1 Email: support@miros.ai
3.1.2 Help desk: support@miros.ai
3.1.3 In-app messenger service: N/a
(together the “Support Notification Tools”)
3.2 Client shall submit support requests through the Support Notification Tools (the “Support Requests”) providing a detailed description of the assistance needed including:
3.2.1 the specific functionality at issue or being impacted;
3.2.2 the steps that occurred before and/or after issue occurred;
3.2.3 an estimated time frame in which the issue was observed;
3.2.4 screenshots and other descriptive support information illustrating the issue (where possible).
3.3 Following notification, Miros.ai shall promptly log the Support Request, identify severity level and provide the Client with a Ticket ID which will allow the Client to refer back to the Support Request.
4.1 Miros.ai will use reasonable commercial efforts to respond and resolve Support Requests in accordance with severity level and targets identified in the table below:
| Low | Normal | High | Urgent |
PRIORITY | ||||
Severity | No hindrance to Client; Workaround available | Interruption to Client; Workaround likely available | Interruption to critical processes affecting individual user; no Workaround available | Interruption to critical business processes affecting several users; no Workaround available |
Urgency | Immediate resolution is not needed | Immediate resolution is not needed | Immediate resolution needed | Immediate resolution needed |
TARGETS* | ||||
80% Response** Time | Same business day | Same business day | Within 2 hours | Within 1 hour |
80% Resolution Time | Within 2-4 weeks (2 sprint cycles) | Within 2-4 weeks (within a sprint) | 2-5 working days | 24 hours (immediate hotfix) |
* Target times for a Support Request commence from the issue of the Ticket ID ** Response means initial triaging and response to questions and Client feedback. 4.2 Miros.ai may charge a reasonable fee for dealing with any Support Requests related to an Excluded Event that have been caused by the negligence of the Client.
1.1 This Schedule forms part of the Terms of Service between Miros.ai and the Client for the provision of the Miros.ai Service and sets out the terms upon which Miros.ai will process personal data on the Client’s behalf when providing the Miros.ai Service and acting as a data processor.
2.1 In this Schedule, save where the context requires otherwise, the following words and expressions have the following meaning:
“Business Day” means a day other than a Saturday, Sunday or bank or public holiday in England;
“Data Protection Laws” means any applicable law relating to the protection of personal data and privacy in force from time to time, including (i) the
General Data Protection Regulation ((EU) 2016/679) (“GDPR”); (ii)
the Data Protection Act 2018; (iii) the retained EU law version of GDPR (as defined under the section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018) (“UK GDPR”) and (iii) the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; in each case together with all laws implementing, replacing or supplementing the same and any other applicable data protection or privacy laws;
“Data Subject Request” means a request made by a data subject to exercise any rights of data subjects under Data Protection Laws relating to the Personal Data; “Personal Data” means the personal data described in Annex 1 (Data Processing Information) and any other personal data processed by Miros.ai on behalf of the Client pursuant to or in connection with the Agreement;
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed by the Processor or any Sub-processor;
“Sub-processor” means any data processor (including any affiliate of Miros.ai) appointed by Miros.ai to process Personal Data on behalf of the Client; and “Supervisory Authority” means any regulatory authority responsible for the enforcement of Data Protection Laws.
2.2 Terms such as “controller”, “data protection impact assessment”, “data subject”, “process/processing” and “processor” shall have the same meaning ascribed to them in Data Protection Laws.
2.3 Any other terms which appear as defined in this Schedule shall have the meaning given to them in the Terms of Service.
3.1 Each party acknowledges and agrees that for the purposes of the Agreement and Data Protection Laws, the Client shall be the controller and Miros.ai the processor in respect of the Personal Data.
3.2 Each party confirms that in the performance of the Agreement it will comply with Data Protection Laws.
3.3 Miros.ai shall only process the types of Personal Data relating to the categories of data subjects for the specific purposes in each case as set out in Annex 1 (Data Processing Information) to this Schedule and shall not process the Personal Data
other than in accordance with the Client’s documented instructions (whether in the Agreement or otherwise) unless processing is required by applicable law to which Miros.ai is subject, in which case Miros.ai shall, to the extent permitted by such law, inform the Client of that legal requirement before processing that Personal Data.
3.4 Miros.ai shall inform the Client if, in its opinion, an instruction it receives from the Client pursuant to the Agreement infringes the GDPR.
The Client warrants that it has all necessary rights to provide the Personal Data to Miros.ai for the processing to be performed in relation to the Miros.ai Service.
5.1 Miros.ai shall treat all Personal Data as confidential and shall use reasonable efforts to inform all its relevant employees, contractors and/or any Sub-processors engaged in processing the Personal Data of the confidential nature of such Personal Data.
5.2 Miros.ai shall take reasonable steps to ensure the reliability of any employee, contractor and/or any Sub-processor who may have access to the Personal Data, ensuring in each case that access is limited to those persons or parties who need to access the relevant Personal Data, as necessary for the purposes set out in paragraph 3.3 in the context of that person’s or party’s duties to Miros.ai.
5.3 Miros.ai shall ensure that all such persons or parties involved in the processing of Personal Data are subject to confidentiality undertakings or are under an appropriate statutory obligation of confidentiality.
6.1 Miros.ai shall implement appropriate technical and organizational measures to ensure a level of security of the Personal Data appropriate to the risks that are presented by the processing, in particular, from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed, and shall take all measures required pursuant to Article 32 GDPR.
7.1 The Client hereby grants its general authorisation to the appointment of Sub-processors by Miros.ai under the Agreement.
7.2 If Miros.ai seeks to replace any existing Sub-processor and/or appoint any new Sub-processor, Miros.ai will provide the Client with 30 days’ prior notice of the proposed change in Sub-processor(s) and the Client shall have the right to object to such change within 14 days after its receipt of such notice.
7.3 The Client’s sole remedy if it does not agree to the replacement or appointment of a Sub-processor shall be to terminate the Agreement.
7.4 With respect to each Sub-processor, Miros.ai shall:
7.4.1 enter into a written contract with the Sub-processor which shall contain terms materially the same as those set out in this Schedule;
and
7.4.2 remain liable to the Client for any failure by the Sub-processor to fulfill its obligations in relation to the processing of any Personal
Data.
7.5 An overview of the Sub-processors Miros.ai relies upon as at the Commencement Date (and which shall be deemed to be approved by the Client), including their functions and locations, is available on written notice.
8.1 Miros.ai shall without undue delay notify the Client if it receives a request from any governmental or regulatory body or law enforcement agency related to disclosure of the Personal Data unless prohibited by law or a legally binding order of such body or agency.
8.2 Miros.ai shall, without undue delay, refer all Data Subject Requests it receives to the Client.
8.3 In the event that the Client cannot fulfill any Data Subject Request itself, Miros.ai shall cooperate as reasonably requested by the Client to enable the Client to comply with any such request including:
8.3.1 the provision of all information reasonably requested by Client within any reasonable timescale specified by Client in each case, including full details and copies of the complaint, communication or request and any Personal Data it holds in relation to a data subject;
8.3.2 implementing any additional technical and organisational measures as may be reasonably required by Client to allow Client to respond effectively to relevant complaints, communications or requests.
9.1 In the case of a Personal Data Breach, Miros.ai shall, not later than 48 hours after having become aware of it, notify the Personal Data Breach to the Client providing the Client with reasonable information which allows the Client to meet any obligations to report a Personal Data Breach under Data Protection Laws.
9.2 Miros.ai shall cooperate with Client and take such reasonable steps requested by Client to assist in the investigation, mitigation, and remediation of each Personal Data Breach.
9.3 In the event that the Personal Data Breach is caused by the Client’s acts or omissions, Client shall reimburse Miros.ai’s reasonable costs and expenses incurred in complying with this paragraph 9.
10.1 Miros.ai shall, at the Client’s request, provide reasonable assistance to the Client with any data protection impact assessments which are required under applicable Data Protection Laws and with any prior consultations to any Supervisory Authority of the Client or any of its affiliates which are required under Data Protection Laws, in each case in relation to processing of Personal Data by Miros.ai on behalf of the Client and taking into account the nature of the processing and information available to Miros.ai.
11. DELETION OR RETURN OF CLIENT PERSONAL DATA 11.1 On cessation of processing of Personal Data by Miros.ai, or termination of the Agreement, Miros.ai shall permit Client (at its option) to:
11.1.1 extract a complete copy of all Personal Data by secure file transfer and securely wipe all other copies of the Personal Data processed by Miros.ai or any Sub-processor unless required to retain such data in order to comply with applicable laws; or
11.1.2 request that Miros.ai delete the Personal Data (and procure that any Sub-processor does the same) unless required to retain such data in order to comply with applicable laws.
11.2 If the Client fails to exercise its rights under paragraphs 11.1.1 and 11.1.2 above, Miros.ai shall delete the Personal Data (and procure that any Sub-processor does the same) within 90 days following the termination of the Agreement, unless required to retain such data in order to comply with applicable laws.
12.1 Miros.ai shall make available to the Client on request all information reasonably necessary to demonstrate compliance with this Schedule and Data Protection Laws and allow for and contribute to audits in accordance with Miros.ai’s or its Sub-processors policies in place from time to time.
12.2 Prior to conducting any audit pursuant to paragraph 12.1, the Client must submit an audit request to Miros.ai and the Client and Miros.ai must agree the start date, scope and duration of and security and confidentiality controls applicable to any such audit.
12.3 Miros.ai may (acting reasonably) object to the appointment by the Client of an independent auditor to carry out an audit pursuant to paragraph 12.1 and, where this is the case, the Client shall be required to appoint another auditor or conduct the audit itself.
12.4 In the event that the Client requires more than one (1) audit in any twelve (12) month period, Client shall reimburse Miros.ai’s reasonable costs and expenses incurred in complying with any audits over and above such one (1) audit in any twelve (12) month period.
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