Terms & Conditions
The following terms and conditions of Uncover Legal B.V., including the documents and policies referenced herein (such as the Privacy Policy and the Data Processing Agreement) (the “T&C”), apply to any and all of your use of the Uncover Services and constitutes an agreement between Uncover and you (the “Customer” or “you” or “your”).
1. Validity and acceptance of the T&C
1.1
Uncover Legal B.V. (“Uncover”) provides legal technology services. This document contains the terms and services governing Customer’s use of Uncover’s services, artificial intelligence technologies, websites, applications, add-ons, plug-ins, components, functionality, and programs, and any other services specified between Uncover and you (collectively, the “Services”).
1.2
By clicking the “I accept” button when taking out a subscription on behalf of yourself, any other individual for whom you take out or in the future take out a subscription, and the legal entity you are authorized to represent; when entering into a separate agreement with Uncover; when taking an action to indicate acceptance; or by using any of the Services, with or without registration; you agree to these T&C. In the event you agree to these T&C on behalf of a company or other legal entity, you certify that you are an authorized representative of such entity.
1.3
For the purposes of these T&C, the terms "Customer", “you” and “your” shall include not only you (the individual accepting these T&C or taking out the subscription), but also any other individual for whom you have taken out or may in the future take out a subscription, the legal entity you are authorized to represent, and any person using the Services, whether or not such use involves registration.
1.4
If Customer is using the Services during a proof of concept or other product trial (“Evaluation”), the use of the Services during the Evaluation period is governed by these T&C. Notwithstanding any other clauses in these T&C, access to the Services during an Evaluation period is on an “as-is” basis without any representations, warranties and/or conditions of any kind. Any data or content uploaded to the Services by Customer may be permanently lost upon expiry of the Evaluation period. If Customer continues to use the Services after the conclusion of the Evaluation period, Customer understands that these T&C will also govern the ongoing use of those Services.
1.5
Deviations from and additions to these T&C shall only be valid if they are agreed between the Uncover and Customer in writing.
2. Services
2.1
Conditioned on Customer compliance with these T&C, Uncover grants Customer and its Authorized Users (defined below) a nonexclusive, non transferable, non sublicensable, revocable right to use and access the Services in accordance with documentation, all applicable national and international laws, rules and regulations and only for your internal business purposes.
2.2
To use our Service, Customer must be at least 18 years of age. You represent and warrant that you, and any and all current and future Authorized Users, the applicable age requirements and are competent to agree to these Terms.
3. Information provided
3.1
To access and use the Services, Customer will be required to register an account with Uncover by completing a registration form. When registering an account with Uncover, you agrees to:
(a) provide true, accurate, current and complete information about yourself, the entity you represent, and any other Authorized Users you provide information for, as prompted by the registration form (such information being the “Registration Data”) and
(b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
If Customer provides any information that is untrue, inaccurate, not current or incomplete, or Uncover has grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Uncover may suspend or terminate the account and refuse any and all current or future use of the Services (or any portion thereof). This clause sees all the Registration Data filled out by the Customer.
3.2
You may not authorize any third party to access or use the Services on your behalf. You are responsible for maintaining the confidentiality of the user ID and password and are fully responsible for all activities that occur under your account. You agree to immediately notify Uncover of any unauthorized use of your account or any other breach of security. Uncover cannot and will not be liable for any loss or damage arising from any unauthorized use of your account. By providing us with your email address, you agree to receive all required notices electronically, to that email address.
3.3
By inputting or supplying your Registration Data, including an email address, or by otherwise creating an account, you electronically consent to receive marketing or advertising messages communications including email or push notices from Uncover and third parties, such as changes to features of the Services and special offers. If you do not want to receive such messages, you may opt out or change your preferences by contacting the Services support team at support@uncoverlegal.com, or by clicking the unsubscribe link within each marketing or advertising email message. Opting out of marketing communications will not prevent you from receiving Services-related notices.
4. Fees and payment
4.1
Uncover makes (portions of the) Services available on an automatically renewing subscription basis (each a “Subscription” for the Services) for recurring fees (“Subscription Fees”). For the most current information about our Subscription Fees, please review our website at https://uncoverlegal.com/pricing, which information is incorporated by reference herein. Each individual holding a Subscription is considered an authorized user (“Authorized User”).
4.2
Uncover may make available, or remove from availability, any portion of the Services on a subscription basis at its sole discretion. Uncover may add or amend Subscription Fees at its sole discretion. When Uncover adds or amends Subscription Fees, Uncover will update the online Subscription Fees. Any change to the online Subscription Fees shall become effective following notice of such change to you as provided in these T&C and upon expiration of your Subscription Term (as defined hereafter); provided, however, that if Uncover has offered a specific duration and Subscription Fee for your use of the Services, Uncover agrees that such Subscription Fees will remain in force for that duration. If you do not agree to the amendments, you shall be entitled to terminate the agreement in writing within thirty (30) days following notice of the amendments, which termination shall take effect on the date on which the new Subscription Fees would take effect.
4.3
Your Subscription will automatically renew at the end of your Subscription Term for subsequent terms equal in length to the initial term (the initial term and each renewal term, a “Subscription Term”) unless and until you cancel your Subscription or it is suspended, discontinued or terminated in accordance with these T&C.
4.4
All prices are exclusive of turnover tax (VAT) and other taxes and levies imposed by the tax authorities.
4.5
When you purchase a Subscription to the Services, you acknowledge and agree that Uncover and/or its third-party payment processors are authorized to charge you for:
(i) the applicable Subscription Fees;
(ii) sales, use, value-added withholding, or similar taxes or levies, whether domestic or foreign; and
(iii) any other charges you may incur in connection with your purchase and use of the Services.
Customer acknowledges and agrees that the amount billed may vary due to promotional offers, changes in the Subscription Fees in accordance with these T&C, and/or changes in applicable taxes, and you authorize us to charge your payment method for the changed amounts.
4.6
Except as otherwise agreed between Uncover and Customer, all Subscription Fees are immediately due and payable in advance at the start of each Subscription Term. Customer agrees to pay all Subscription Fees with a credit card, debit card, or other payment method. Customer must provide Uncover with a current, valid, accepted payment method. When Customer initiates a payment transaction, Customer authorizes Uncover to provide Customer’s payment information to third parties so Uncover can complete the transaction and charge the payment method in EUROS. We currently use Mollie as our third-party service payment processor, and by using our Services you agree to be bound by Mollie’s terms and conditions, available at
https://www.mollie.com/.
4.7
If your payment is not successfully settled for any reason within fourteen (14) days after payment has been initiated for your transaction, your Subscription and access to the Services may be canceled or suspended in our sole discretion.
4.8
If the Customer fails to pay sums due or fails to do so on time, the Customer shall owe default interest of 1% per month on the outstanding sum without a demand for payment or a notice of default being required.
4.9
The Customer may neither suspend any payments nor set off any of the sums due.
4.10
If the Customer fails to pay the amount due after a demand for payment or a notice of default has been issued, Uncover shall be entitled to refer the debt for collection, in which case the Customer must pay all judicial and extrajudicial costs, including all costs charged by external experts. The foregoing shall be without prejudice to Uncover’s other legal and contractual rights.
4.11
All payments made under these T&C are non-refundable, except as specifically agreed on between Uncover and Customer.
4.12
Information from Uncover’s records and administration shall count as full conclusive evidence with respect to the activities performed by Uncover and the sums due by the Customer for these activities, without prejudice to the Customer’s right to produce evidence to the contrary.
4.13
If it should be apparent that the Customer consists of several natural persons and/or legal entities, each of these natural persons and/or legal entities shall be jointly and severally liable towards Uncover for the performance of these T&C.
5. Confidentiality
5.1
Customer and Uncover ensure that strict secrecy is observed with respect to all information received from the other party, as required to perform the activities under these T&C or otherwise, or encountered while performing such activities, that the receiving party knows or should reasonably know is confidential (the “Confidential Information”), and that reasonable safeguards are put into place and maintained throughout Subscription Term to protect such Confidential Information against misuse, leakage, unauthorized access, and theft etc.
5.2
The duty of confidentiality shall not apply to Uncover if and insofar as Uncover is required to provide the information concerned to a third party in accordance with the law, or if and insofar as doing so is necessary for the proper performance of the Services and T&C by Uncover.
5.3
The party that receives the confidential information may only use it for the purpose for which it was provided and shall not sell this information or otherwise make it available or disclose it to third parties, fully or partially.
5.4
Information shall in any case be deemed to be confidential if it has been qualified as such by one of the parties to the T&C. The Customer acknowledges that software originating from Uncover is always confidential in nature.
6. Privacy and data processing
6.1
During the performance of the Services, Uncover may encounter, or otherwise process, information belonging to you which qualifies as personal data in the sense of Regulation (EU) 2016/679 (the General Data Protection Regulation or “GDPR”) (“Personal Data”). With regard to Personal Data, Uncover qualifies as data processor, and you as data controller. Both Uncover and you (Customer as data controller and Uncover as data processor) will comply with applicable data protection legislation as defined in the data processing agreement (the “DPA”) entered into between Uncover and you as part of these T&C and the Services.
7. Security
7.1
Uncover is entitled to adapt the security measures from time to time if this should be required as a result of a change in circumstances.
7.2
The security provided shall meet a standard that is commercially reasonable in terms of the state of the art, the sensitivity of the information, and the costs associated with the security measures taken.
7.3
The access or identification codes provided by Uncover to the Customer are confidential and must be treated as such by the Customer and may only be made known to Authorized Users in the Customer’s own organization. The Customer is responsible for managing these authorisations and for providing and duly revoking access and identification codes.
7.4
The Customer must adequately secure its systems and infrastructure, and always have active antivirus software protection.
7.5
Customer acknowledges that the structure of the systems used in connection with the Services makes it technically possible for a limited number of Uncover personnel to access User Content (defined below). Uncover personnel will only access User Content subject to the confidentiality restrictions in Section 5 (“Confidentiality”) hereof, and with the consent of Customer or to the extent reasonably required (i) to perform the Services on behalf of the Customer; (ii) to investigate or correct a system error or otherwise improve the Services; (iii) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (iv) to comply with any applicable law, regulation, subpoena, discovery request or court order; (v) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; or (vi) to verify compliance with the clauses hereof; or (vii) to enforce/protect the rights and properties of Uncover.
7.6
Uncover is at any time permitted to install technical and organizational facilities to protect hardware, data files websites, software made available, software or other works to which the Customer has been granted access, whether directly or indirectly, also in connection with a restriction agreed on in the content or the duration of the right to use these objects. The Customer may not remove or circumvent any of such technical facilities or have these removed or circumvented.
8. Authorization and customer restrictions
8.1
Neither Customer nor any other Authorized Users may: (i) resell or redistribute the Services, (ii) allow multiple users to directly or indirectly access any Service that is made available on a per-user basis, (iii) access the services in order to build a competitive product or service, (iv) reverse engineer the services, (v) violate the rights of others, (vi) harm or impair the Services or anyone else’s use of it, or (vii) spam or distribute Harmful Code, meaning software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner (a.i) the function of any computer, software, firmware, hardware, system or network or (a.ii) the security, integrity, confidentiality or use of any data, or (b) prevent Customer or any Authorized User from accessing or using the Services as intended by this Agreement.
8.2
Without limiting any of Uncover rights under the T&C, an Authorized User’s actual or suspected violation of the terms in this section 8 may result in suspension of such Authorized User’s use of the Services. Uncover will suspend such Authorized User’s use of the Services only to the extent, and for the time period, reasonably necessary to address said violation. Unless Uncover believes an immediate suspension is required, Uncover will provide reasonable notice before suspending the Authorized User’s use of the Services.
9. Risk transfer
9.1
The risk of loss, theft, misappropriation or damage of items, information (including usernames, codes, and passwords), documents, software or data files that are created, supplied or used in the context of performing the Services shall pass to the Customer at the time at which the Customer or an auxiliary person of the Customer comes into actual possession of the items and information referred to.
10. Intellectual property
10.1
These T&C do not grant either party any rights, implied or otherwise, to the other’s content or intellectual property, unless expressly stated otherwise in these T&C. As between the Parties, Customer exclusively owns all intellectual property rights in User Content (defined below), and Uncover exclusively owns all intellectual property rights in and to the Services, including software, websites, data files, databases, hardware, as well as other materials such as analyses, designs, documentation, reports, offers, including preparatory materials for these materials, developed or made available to the customer, and statistical information and related works, including but not limited to any modifications and derivative works of the foregoing.
10.2
“User Content” means any and all information, content and data that an Authorized User submits to, uploads to, or uses with, the Services. Uncover does not claim ownership of such User Content. Customer is solely responsible for the User Content. Customer assumes all risks associated with use of the User Content. Customer hereby represents and warrants that User Content does not violate any Authorized Users obligations as specified in these T&C nor does the User Content violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and privacy rights. Uncover takes no responsibility and assumes no liability for any of your User Content.
10.3
Nothing in the T&C is, nor shall be deemed to be, any transfer of intellectual property rights owned by Uncover to the Customer or vice versa. A right to use the Services accorded to the Customer is non-exclusive, non-transferable, non-pledgeable and non-sublicensable.
10.4
If Uncover is prepared to undertake to transfer an intellectual property right, such commitment may only be undertaken expressly and in writing.
10.5
The Customer may not remove or change any indication concerning the confidential nature of the software, websites, data files, hardware or materials or with respect to copyrights, brands, trade names or any other intellectual property right pertaining to the software, websites, data files, hardware or materials, or have any such indication removed or changed.
10.6
Uncover indemnifies the Customer against any claim of a third party based on the allegation that software, websites, data files, equipment or other materials developed by Uncover itself infringe an intellectual property right of that third party, subject to the condition that the Customer immediately informs Uncover in writing about the existence and content of the claim and leaves the settlement of the claim, including any arrangements made in this regard, entirely to Uncover. The Customer shall provide the powers of attorney and information required to Uncover and assist Uncover to defend itself against such claims. If it is irrevocably established in court that software, websites, data files, equipment or other materials developed by Uncover itself is or are infringing any intellectual property right held by a third party, or if, in the opinion of Uncover, there is a good chance that such an infringement is occurring, Uncover shall if possible ensure that the Customer can continue to use, or use functional equivalents of, the software, websites, data files, equipment or materials supplied. In case such continued use is not possible, Uncover shall refund any prepaid amounts for the remaining term of the services agreement (if any).
10.7
Any other or further obligation to indemnify on the part of Uncover due to infringement of a third party’s intellectual property right is excluded. The obligation to indemnity shall thus not apply if the alleged infringement concerns (list is not limited) e.g. (i) materials made available to Uncover by the Customer for use, modification, processing or maintenance, (ii) changes made or commissioned by the Customer in the software, website, data files, equipment or other materials without Uncover’s written permission, (iii) any and all results or output (the “Output”) provided by the Uncover platform through use by the Customer or any Authorized User of the Services (reference is made to clause 12.4 of these T&C).
10.8
The Customer guarantees that making data files and/or other materials and/or designs available to Uncover for the purpose of use, or integration does not infringe any rights of third parties. The Customer indemnifies Uncover against any claim of a third party based on the allegation that such making available, use, or integration infringes a right of that third party.
10.9
Uncover is entitled to use the Customer’s figurative mark, logo or name in its external communication.
11. Performance of services
11.1
Uncover performs its Services, which shall be delivered on a Software-as-a Service basis, with care to the best of its ability, where applicable in accordance with the arrangements and procedures agreed on with the Customer in writing. All services provided by Uncover, its licensors or its subcontractors are performed on a best-efforts obligation basis unless and
insofar as Uncover has expressly promised a result in the written services agreement and the result concerned has also been defined with sufficient determinability in a separate agreement.
11.2
Uncover may continue to provide Services using a new or modified version of the software. Uncover is not obligated to maintain, modify or add certain features or functionalities of the Service or software specifically for the customer.
11.3
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Uncover’s reasonable control. Uncover shall use reasonable efforts to provide advance notice by e-mail of any scheduled disruption of the Services. When notified by Customer, Uncover shall use reasonable endeavors to resolve errors, omissions or bugs. Uncover shall not allow the period during which the Services are out of operation to last longer than necessary and shall ensure if possible that this period occurs outside office hours.
11.4
Uncover is not liable for any damage suffered or costs incurred as a result of the use or misuse that is made of access or identification codes or certificates or any other security means unless the misuse is the direct result of any intent or deliberate recklessness on the part of Uncover’s management.
12. Guarantees
12.1
Uncover does not guarantee that the software and/or Services will be uninterrupted or error free, nor does it make any warranty as to the uptime, completeness, accuracy, correctness, availability, performance, or timeliness of the Services or the Output and of the Services. Customer acknowledges that the Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications.
12.2
Uncover shall make efforts to fix errors in the software within a reasonable period. Where there are grounds for doing so, Uncover may postpone the fixing of defects until a new version of the software is put into operation. Uncover does not guarantee that defects in software that it has not developed itself shall be fixed. Uncover is entitled to install temporary solutions, program bypasses or problem-avoiding limitations in the software.
12.3
Uncover does not guarantee that the software made available and held in the context of the Services shall be adapted to changes in relevant legislation and regulations on time.
12.4
The Output provided through or in connection with the Services is designed to provide practical and useful information on the subject matter covered. While such Output may concern issues related to professional services, such content is not professional services advice. Customer should not act or refrain from acting on the basis of any content or Output included on this site or in connection with the Services without seeking the advice of a competent professional in the applicable subject matter. Uncover expressly disclaims all liability in respect of actions taken or not taken based on any content or Output of or in connection with the Services. Uncovers’ provision of the Services, and the materials and Output made available on the Services are for general informational purposes only. Customer (including all Authorized Users) acknowledges and agrees that they do not, and are not intended to, constitute legal advice. Thus, Customer and all Authorized Users are responsible for all decisions made, advice given, actions taken, and failures to take action based on your use of the Services. The Services use machine learning models that generate predictions and answers based on patterns in data. Output generated by a machine learning model is probabilistic and should be evaluated for accuracy as appropriate for the Customers' use case, including by employing human review of such Output.
13. Obligations to cooperate and provide information
13.1
Uncover and the Customer agree that to enable proper performance of the Services by Uncover, proper and timely cooperation between Uncover and Customer is of the essence. The Customer undertakes to always cooperate fully, within reason, and in time and shall always provide all information reasonably required in a timely manner.
13.2
The Customer guarantees that the data, information, designs and specifications provided by or on behalf of the Customer to Uncover is or are accurate and complete. If the data, information, designs or specifications provided by the Customer contain inaccuracies apparent to Uncover, Uncover shall contact the customer to make enquiries about the matter.
13.3
If, in connection with the Services, the Customer makes software, equipment or other resources available to Uncover, the Customer guarantees that all licenses or approvals that Uncover may require in relation to these resources shall be obtained.
14. Termination of the services agreement for breach or for cause
14.1
You may cancel your Subscription(s) at any time, however you remain liable for the Subscription Fees until the Subscription terminates at the end of the Subscription Term. You will continue to have access to the Services through the end of the Subscription Term. Managing your Subscription, including termination thereof, can only be done through your Uncover environment.
14.2
Each party shall only be authorized to terminate the Subscription for breach mid-Subscription Term (ontbinden) due to an attributable failure of the other party to meet its obligations under these T&C if the other party, in all cases after a written notice of default that is as detailed as possible and that grants the other party 30 days to remedy the breach has been issued, is still attributably failing to fulfill any of its material obligations under the T&C. The Customer’s payment obligations and all obligations of the Customer or a third party engaged by the Customer to cooperate and/or provide information apply in all cases as material obligations under the T&C.
14.3
If, at the time of the termination for breach, the Customer has already made use of the Services, these Services and the relevant payment obligations shall not be refunded unless the Customer proves that Uncover is in default with respect to the material part of the Services provided. With due regard to the stipulation of the preceding sentence, sums invoiced by Uncover prior to the termination for breach in connection with what it already properly performed or delivered in the performance of the Services shall remain payable in full and shall become immediately due and payable at the time of termination for breach.
14.4
Both Uncover and Customer may terminate the Subscription for cause (opzeggen) in writing, in whole or in part, without notice of default being required and with immediate effect, if the other party is granted a suspension of payments, whether or not provisional, a petition for bankruptcy is filed against the other party or the company of the other party is liquidated or dissolved other than for restructuring, for a merger of companies or found to be in breach of applicable laws.
14.5
If the Customer goes irrevocably bankrupt, its right to use the software, websites and the like made available to it shall end, as shall its right to access and/or use the Services, without termination by Uncover being required.
14.6
Upon expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement including the Terms & Conditions: (i) Uncover shall cease to deliver the Services to Customer, (ii) Customer shall pay to Uncover all outstanding unpaid invoices, (iii) the licenses and Subscriptions granted to Customer shall terminate, (iv) Customer shall return or destroy all copies of the information, data, materials and documentation provided by Uncover, (v) Uncover shall delete Customer’s account, together with all data submitted to Uncover by Customer and its Authorized Users in connection with Customer’s use of the Services, to the extent Uncover is able to do so, in accordance with the DPA; and (vi) the Customer shall cease all use of the Services.
15. Liability
15.1
The Customer is responsible and liable for the management, including checking parameters and settings, and use by any and all Authorized Users of the Services provided by Uncover, and the way in which the output and results of the Services are used. The Customer solely carries responsibility for the use by it, and all Authorized Users, of the Output of the Services provided by Uncover. Uncover holds no liability whatsoever in relation to said results or output (reference is made to clause 12.4 of these T&C).
15.2
Uncover’s total liability for an attributable failure in the performance of the Services under these T&C or arising from any other legal basis whatsoever, expressly including failures to meet a warranty or indemnification obligation agreed between Uncover and the Customer, is limited to the compensation of damages as described in more detail in this article.
15.3
Uncover’s maximum liability for direct damages is limited to the amount paid out in the relevant case under the liability insurance taken out by Uncover, plus the amount of the deductible that is not borne by the insurer according to the policy conditions, or, in case the liability insurance. Uncover is insured for professional liability, cyber liability and general/corporate liability.
15.4
Uncover shall not be liable for indirect damages, including but not limited to consequential loss, loss of profits, lost savings, reduced goodwill, loss due to business interruption, loss arising from claims made by the Customer’s clients, losses arising from the use of goods, materials, or software prescribed by the Customer to Uncover, and any damage or loss arising from contracting suppliers recommended by the Customer to Uncover. Liability for the corruption, destruction, or loss of data or documents is also excluded.
15.5
The exclusions and limitations of Uncover’s liability described above are entirely without prejudice to the other exclusions and limitations of Uncover’s liability described in these general terms and conditions.
15.6
Notwithstanding clause 12 (Guarantees) of these T&C, unless performance by Uncover is permanently impossible, Uncover shall only be liable for any attributable failure in the performance of the Services if the Customer promptly serves Uncover with a written notice of default, granting Uncover a period of 30 days to remedy the breach, and Uncover still attributably fails to fulfill its obligations after this term has passed. The notice of default must describe the breach as comprehensively and in as much detail as possible in order to give Uncover the opportunity to respond adequately.
15.7
For there to be any right to compensation, the Customer must always report the direct loss to Uncover in writing as soon as possible after the loss has occurred, by sending an email to support@uncoverlegal.com.
15.8
The clauses of this article and all other exclusions and limitations of liability referred to in these T&C also apply in favor of all natural persons and legal persons that Uncover and Uncover’s suppliers contract for the performance of these T&C.
16. Force majeure
16.1
Neither Uncover nor Customer shall be obligated to fulfill any obligation, including any statutory and/or agreed warranty obligation, if it is prevented from doing so by circumstances beyond its control (“force majeure”).
16.2
A force majeure situation exists, among others, in the event of: (i) defects in items, equipment, software or materials of third parties the use of which was prescribed to Uncover by the Customer, (ii) government measures, (iii) power failures, (iv) Internet, data network or telecommunication facilities failures, (v) (cyber) crime, (cyber) vandalism, war, terrorism and natural calamities.
16.3
Both Uncover and Customer shall have the right to terminate the Services if the situation of force majeure persists for more than 60 days. In such an event, all that has already been performed under the T&C must be paid for on proportional basis, without anything else being due by either party to the other party.
17. Responsible AI
17.1
The Customer acknowledges that Uncover utilizes artificial intelligence (“AI”) technologies as part of the Services provided. Uncover is committed to ensuring that such AI technologies are used responsibly, ethically, and in compliance with applicable laws and regulations.
17.2
Uncover will use AI technologies in a manner that aligns with principles of fairness, transparency, and accountability. Uncover undertakes to implement appropriate measures to ensure that AI systems do not cause harm, discriminate unfairly, or perpetuate biases. However, the Customer acknowledges that the effectiveness of these measures may be limited by the current state of AI technology and the complexity of its applications.
17.3
The Customer agrees to use the AI features of the Services in a manner that complies with all applicable laws, regulations, and ethical standards. The Subscriber shall not use the AI functionalities to engage in activities that may be unlawful, unethical, or harmful to individuals or society.
17.4
The Subscriber agrees to provide feedback to Uncover regarding the performance and impact of AI technologies. Such feedback may be used by Uncover to improve the AI systems and ensure continued alignment with responsible AI practices.
17.5
Uncover does not assume any responsibility for the accuracy, correctness, reliability, or effectiveness of AI technologies and shall not be liable for any adverse effects or consequences arising from the use by Customer of AI in the Services.
18. Miscellaneous
18.1
Uncover may amend these T&C from time to time by posting the revised T&C on Uncover’s website and/or by providing written notice of such amendment to Customer (which notice may be provided via email to User contact listed is the Registration Data). Any revised terms of the T&C will take effect from the date of posting or notice to Customer, unless otherwise specified in such posting or notice. Customer should check Uncover’s website frequently for any such revisions. Customer’s (including all its Authorized Users) continued use of the Services shall be deemed to constitute its acceptance of any such revised terms.
18.2
If, at the request or after the prior consent of the Customer, Uncover has delivered services that are outside the scope of the agreed provision of Services, the Customer shall pay for these the provision of these Services in accordance with Uncover’s usual rates. Uncover is not obligated to honor such request and may require that, to that purpose, a separate services agreement should be entered into in writing.
18.3
Each clause of these T&C that, by its nature, should survive termination or expiration of the T&C and agreement between Uncover and Customer, will survive any termination or expiration of the T&C.
19. Transfer of rights and obligations
19.1
The customer is not entitled to sell, transfer or pledge its rights and obligations under these T&C to a third party without the consent of Uncover.
19.2
Uncover is entitled to sell, transfer or pledge any claims it has to payment of any sums due to a third party.
20. Applicable law and disputes
20.1
The agreements between Uncover and you are exclusively governed by Dutch law.
20.2
Any dispute arising from the Services will exclusively be submitted to the competent court in Amsterdam, the Netherlands.
