These Terms of Service (“Terms”) govern the relationship between us and our customers (“customer” or “you”) and are applicable to the use of our AI-powered customer support assistant (“Application”).
Our Application is provided on behalf of Stanpry (“Foundkit”, “we”, “us”, “Service Provider”), business number 69047324 registered at: Molenstraat 12-D 2513BK, The Hague. You can reach out to us using contact information on the website.
Our Application is an AI-powered browser extension that provides support agents with a draft of their next response in a chat. The Application trains on previous support conversations as well as the knowledge base of the company to adjust its tone of voice and learn specifics of the business.
Authority. If you are using our Application on behalf of a person, company or entity, you represent and warrant that you have full legal authority to accept these Terms on behalf of that person, company or entity.
Registration Information. Any registration information that you give to us for registration purposes must be accurate and up to date and you will promptly inform us of any changes. You agree that we can use, store, and internally share your registration information to contact you for purposes under these Terms
Term. These Terms will take effect when you first use the Application and will remain in effect until terminated according to these Terms.
Our Right to Termination. We have the right to terminate these Terms, and suspend or revoke your access to all or any of the Application, at any time for any reason. When you receive notice from us, you will immediately stop using the Application.
Customer Termination Rights. You may terminate these Terms by discontinuing the use of the Application.
License. Customer is granted a limited license to use the functionality of the Application. We may in its sole discretion and at any time update or modify the Application, discontinue, temporarily or permanently, providing the Application or any part thereof, including without limitation for technical reasons, security issues, legal requirements, or business reasons, with notice to the customer.
Rights to Application. All right, title and interest in and to the Application and all intellectual property rights therein including, however not limited to, information and content on the website, lessons, code, licenses, and other images, text, layouts, arrangements, displays, logos, illustrations, documents, materials, and files, are and will remain with us and its suppliers.
You will use the Application only (i) in a lawful manner and in compliance with all applicable laws; (ii) in a manner that does not infringe, misappropriate or otherwise violate any of our rights or those of any other person or entity. Moreover, You will not reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code of any component of the Applications; (iv) modify, alter, tamper with, repair or otherwise create derivative works of the Application or attempt to do so; (v) use the Application in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device; or (vi) interfere or attempt to interfere in any manner with the functionality or proper working of the Application.
Customer agrees that the contents of feedback to us and any other materials, information, ideas, concepts, and know-how provided by the customer (collectively “Feedback”) becomes the property of Foundkit. We may use, share, commercialize, and otherwise exploit Feedback without any accounting or payment to the customer. Under no circumstances will we become liable for any payment to the customer for any information that customer provides, whether concerning the Application or otherwise.
DISCLAIMER. THE APPLICATION ARE LICENSED ON AN "AS IS" AND "AS-AVAILABLE" BASIS. OPENAI AND ITS AFFILIATES MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE APPLICATION, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. OPENAI AND ITS AFFILIATES DO NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE OR SUCCEED IN RESOLVING ANY PROBLEM. YOU AGREE THAT USE OF THE APPLICATION IS AT YOUR OWN RISK. YOU HAVE NO WARRANTY OR GUARANTEE UNDER THESE TERMS THAT THE OPERABILITY OF ANY OF YOUR APPLICATIONS RUNNING WITH THE APPLICATION WILL BE MAINTAINED WITH ANY SUBSEQUENT OR GENERALLY AVAILABLE VERSIONS OF THE APPLICATION OR THAT ANY VERSION OF THE APPLICATION WILL EVER BE MADE AVAILABLE OR MARKETED. WE MAY APPLICATION’s OR ACCESS TO OUR SYSTEM OR MAY CHANGE THE NATURE FEATURES, FUNCTIONS, SCOPE OR OPERATION THEREOF, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE OR FREE OF HARMFUL COMPONENTS.
Limitation of Liability. To the maximum extent permitted by applicable law, we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for, relating to or arising from (a) loss of profits, (b) failures of telecommunications, the internet, electronic communications, (c) corruption of data, (d) breach of security, (e) loss or theft of data, (f) viruses or spyware, (g) loss of business revenue or investment, (g) use of software or hardware that does not meet your systems requirements, (h) damage to goodwill, data or other intangible losses, or (i) resulting from: (i) the use of or the inability to use the services; (ii) any services or consultations you receive from any therapist you engage via or outside of our platform . Notwithstanding anything to the contrary herein, Foundkit's aggregate liability to you or any third party for all claims relating to this Agreement, however arising, shall at all times be limited to the amount the you paid for our services during the twelve (12) months prior to such claim or, in all other cases when the services are used for free, to 100 euros.
You agree to indemnify, hold harmless and defend us, its managers, members, directors, employees, agents, or affiliates (collectively, the "Indemnified Parties") at its expense, against any and all third-party claims, actions, proceedings, and suits brought against any of the Indemnified Parties, and against all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees) incurred by the Indemnified Parties arising out of or relating to (i) your breach of any term or condition of this agreement, (ii) any data uploaded by you, (iii) your use of the our platform, and (iv) any unauthorized use of the our platform, including, however not limited, infringement of intellectual property rights or any other rights of third parties. In such a case, the Indemnified Party or Parties will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim.
Confidential Information. The term "Confidential Information" shall mean: (i) any and all information which is disclosed by either party ("Owner") to the other ("Recipient") verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary; and (ii) the terms, including without limitation, the pricing, of the Application and any proposals or other documents that preceded these Terms of Service. Confidential Information may include, but not be limited to, personal information, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, employee information, financial information, confidential information concerning any of Owner's past, current, or possible future programs, and any confidential information concerning Owner's business or organization, as Owner has conducted it or as Owner may conduct it in the future. In addition, Confidential Information may include information concerning any of Owner's past, current, or possible future products or methods, including information about Owner's research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, leasing, and/or software (including third party software).
Protection of Confidential Information. Owner's Confidential Information shall be treated as strictly confidential by Recipient and shall not be disclosed by Recipient to any third party except to those third parties operating under non-disclosure provisions no less restrictive than in this Section and who have a justified business "need to know".
Exceptions. These Terms of Service impose no obligation upon the parties with respect to Confidential Information which either party can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt from Owner; (b) is or becomes generally known to the public without violation of these Terms and Conditions; (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by Recipient without the participation of individuals who have had access to the Confidential Information; or (e) is required to be disclosed by court order or applicable law, provided notice is promptly given to the Owner and provided further that diligent efforts are undertaken to limit disclosure.
Negotiations. In the event of a dispute the parties shall resolve it through negotiations.
Law. This agreement shall be governed by the laws of the Netherlands.
Proceedings. If the parties fail to resolve any dispute arising out of this agreement, the dispute will be resolved in the courts of the Hague.
Updates. We reserve the right to change this agreement at any time in its sole discretion. In such a case, we will post an appropriate notice at the top of this page and/or give reasonable advance notice to you through our Application or by other means (e.g., via email).
In connection with the use of the Application by the customer, the Service Provider processes the personal personal data on behalf of the customer. Thus, in terms of this relationship, the customer is a data controller and the Service Provider is a data processor for such personal data.
Words and phrases used in this Agreement have the following meanings:
Agreement: The present Data Protection Terms as integral part of the Foundkit Terms of Service and all Annexes hereto.
GDPR: EU General Data Protection Regulation (EU) 2016/679 is a regulation in EU law on data protection and privacy for all individuals within the European Union. Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
Data Controller: The natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; where the purposes and means of such processing are determined by Union or Member State law, the Data Controller or the specific criteria for its nomination may be provided for by Union or Member State law. Furthermore, Data Controller controls Personal Data, collecting consent, managing consent-revoking, enabling the right access to Data Subjects.
Data Processor: The natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Data Controller. Furthermore, Data Processor processes Personal Data on behalf of and under the instruction of the Data Controller.
Data Sub-Processor: A Processor engaged by the Data Processor, for the purpose of carrying out specific processing activities on behalf of the Data Controller.
Data Protection Law(s): the local and international data regulation(s) and legislation(s) that are in force in any part of the world.
Data Subject(s): An identifiable natural person, one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
EEA: The European Economic Area.
Personal Data Breach: A breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed.
Personal Data: Any information relating to a Data Subject.
Data Processing: Any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Processing Instructions: The instruction(s) as set forth by the Data Controller to the Data Processor, for Data Processing of Personal Data of Data Subjects, for the purpose of Data Processor, provisioning the Application to the Data Controller.
Data Provider: The customer, a controller (or, where permitted, a processor) that transfers personal data to the Service Provider for the provisioning of the Application to the customer.
This Agreement forms part of the Terms of Service between the Service Provider and customer for the purpose of the Service Provider provisioning Applications to the customer to reflect the parties’ agreement with regard to the Data Processing of Personal Data.
By entering into the Agreement, customer enters into this Agreement on behalf of itself and, to the extent required under applicable Data Protection Laws and GDPR, if and to the extent the Service Provider processes Personal Data that the customer provides and therefore qualifies as a Data Provider (Data Controller, Data Processor or Data Sub-Processor).
In the course of providing the Application to the customer pursuant to the Agreement, the Service Provider may Process Personal Data on behalf of the customer and the parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.
The Service Provider shall process Personal Data provided by the customer on behalf and in accordance with the written instructions of the customer unless required otherwise by applicable Laws.
Customer shall, in its use of the Application provisioned by the Service Provider, Process Personal Data in accordance with the requirements of Data Protection Laws and GDPR. For the avoidance of doubt, the customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and GDPR. customer shall have sole responsibility for the accuracy, quality, legitimacy, and legality of Personal Data Processing and the means by which customer acquired Personal Data.
The subject-matter of Personal Data Processing by the Service Provider is the provision and performance of the Application pursuant to the Agreement and Terms of Service. The purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this Agreement are further specified in Annex 1 of this Agreement.
The customer hereby instructs the Service Provider to carry out part of the Processing.
In the event that the Service Provider believes that the customer’s instructions conflict with Data Protection Laws and GDPR, the Service Provider will inform the customer and the customer will amend the instructions accordingly. the Service Provider will not carry any processing instructions that conflict with GDPR and any Data Protection Laws.
The Service Provider shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. The Service Provider shall ensure that such confidentiality obligations survive the termination of the personnel engagement and the Agreement.
The Service Provider shall take commercially reasonable steps to ensure the reliability of any the Service Provider personnel engaged in the Processing of Personal Data.
The Service Provider shall ensure that the Service Provider’s access to Personal Data is limited to those personnel who require such access to perform the Agreement.
The Service Provider's Data Protection Team may be reached at firstname.lastname@example.org.
The Service Provider shall assist the customer in providing retrieval access, correction, delete and block to Personal Data processed to Data Subjects and Authorities, allowing Data Subjects to exercise their rights under GDPR and Data Protection Laws.
The Service Provider shall assist the customer in meeting its GDPR obligations in relation to the security of Processing, the notification of Personal Data Breaches and data protection impact assessments.
The Service Provider shall inform the customer immediately upon becoming aware of requests received directly by Data Subjects and Authorities.
The Service Provider shall provide information and data to the customer, to assist the customer in meeting its GDPR obligations.
The Service Provider shall delete or return all Personal Data to the customer as requested at the end of the Agreement unless required for the performance of the Application or required by applicable Laws and Regulations.
The Service Provider shall process Personal Data only to provide the customer with the Application as described in the Terms of Service.
The Service Provider shall provide at all times sufficient guarantees for its compliance with the requirements of the GDPR.
The Service Provider shall treat the Personal Data as strictly confidential, ensuring personnel authorized to access and secure processing.
The Service Provider shall ensure data availability and restoration functionality to the customer.
The Service Provider shall allow for and shall contribute to audits and inspections conducted by a customer appointed an auditor. Audits may not be requested more than 2 times per year. Subject to reasonable prior notice from customer to the Service Provider, the appointed auditor may enter the rooms or locations where the personal data is processed by the Service Provider and inspect, audit any relevant records, processes, and systems, and copy any relevant Personal Data records to verify compliance with GDPR and Data Protection Laws.
Customer agrees to pay any and all costs of the full audit processes that are initiated by the customer and audit processes initiated by Authorities due to Application provisioned by the Service Provider to the customer, including costs of involved third-parties (auditors, data centres, etc.) and the Service Provider (personnel compensation, traveling expenses, etc.).
Customer agrees that the Service Provider shall combine several audits in one single audit, in order to limit any impact on the Service Provider and third-parties’ operations.
The Service Provider shall fully cooperate and make available to customer on its demand all information that is necessary to demonstrate compliance with the GDPR obligations and obligations under this Agreement.
The Service Provider shall take appropriate organizational and technical measures and policies to ensure the security of Personal Data Processing and meet sufficient guarantees of protection and security standards, including measures aimed at protecting Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the Processing involves the transmission of Personal Data over a network, and against all unlawful forms of Processing.
The Service Provider maintains security incident management policies and procedures and shall notify customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, transmitted, stored or otherwise Processed by the Service Provider or its Sub-Processors of which the Service Provider becomes aware. the Service Provider shall make reasonable endeavor to identify the cause of such Personal Data Breach Incident and take those steps as the Service Provider deems necessary and reasonable in order to remediate the cause of such an Incident to the extent the remediation is within the Service Provider’s reasonable control. The obligations herein shall not apply to incidents that are caused by customer, customer’s systems (Software and Hardware) or customer’s personnel.
Customer agrees that the Service Provider shall use Sub-Processors for the provision and performance of the Application pursuant to the Agreement and Terms of Service. the Service Provider shall ensure that Sub-Processors involved in the Processing of Personal Data shall be capable of providing necessary operational and technical level to comply with the requirements of GDPR and Data Protection Laws.
The Service Provider shall inform the customer of any intended changes concerning the addition or replacement of other Sub-Processors, thereby giving the customer the opportunity to consent or object to such changes through written material or electronic form. the Service Provider shall not execute changes without the written consent of the customer.
The customer will fully indemnify and hold the Service Provider harmless against all direct and indirect losses, claims, damages, fees and expenses incurred as a result of delays in customer’s consent to Sub-Processor changes proposed by the Service Provider.
The customer shall indemnify and hold the Service Provider harmless against claims by Data Controllers, Data Processors, Data Sub-Processors, Data Subjects and/or penalties or fines imposed by an authority for which the Service Provider might become liable, due to an attributable failure by the customer to comply with the obligations under this Agreement and/or applicable Data Protection Laws.
The Service Provider shall indemnify and hold the customer harmless against claims by Data Controllers, Data Processors, Data Sub-Processors, Data Subjects and/or penalties or fines imposed by an authority for which the customer may become liable, due to an attributable failure by the Service Provider to comply with the obligations under this Agreement and/or applicable Data Protection Laws.
Customer agrees to be held liable against all expenses, losses, costs and damages arising due to an attributable failure by the customer to comply with the obligations under this Agreement and/or applicable Data Protection Laws.
The customer shall have full and sole liability for all damages resulting from a failure on its part to comply with the Agreement, GDPR, and Data Protection Laws. customer shall indemnify and hold the Service Provider harmless against all expenses, losses, costs, and damages arising therefrom. Should any person to whom personal data relates lodge a claim for compensation against the Service Provider and such claim is due to the customer’s failure to comply with the provisions of this Agreement, GDPR or Data Protection Laws, the customer agrees to assist and intervene in the Service Provider’s defense upon the Service Provider’s request and shall indemnify and hold the Service Provider harmless from and against all expenses, losses, costs, and damages.
Any limitations of liability agreed elsewhere shall not apply to this Agreement.
All transfers of customer’s Personal Data out of the European Economic Area, Switzerland and the United Kingdom to countries that do not ensure an adequate level of data protection within the meaning of applicable data protection laws shall be governed by the Standard Contractual Clauses.
This Agreement is effective for the duration for the term of the Terms of Service. Upon the customer’s request, the Service Provider shall return or destroy the Personal Data, unless required for the performance of Application or required by applicable Laws and Regulations. If the Service Provider is required to retain Personal Data, the Service Provider shall inform the customer and both parties agree to cooperate towards the best possible solution for both parties. If the Terms of Service is terminated, this Data Processing Agreement will expire automatically.
The Service Provider shall guarantee the confidentiality of the Personal Data transferred at the direction of the customer, delete or return all the Personal Data to the customer after the end of the provision of Application relating to processing, and delete existing copies unless any applicable law requires storage of the Personal Data; provided, however, that the Service Provider may retain Personal Data for the length of any applicable statutes of limitations for the purposes of bringing or defending claims.
The Service Provider agrees to allow and to contribute to audits and inspections, subject to Article 6 of this Agreement.
In the event of a conflict between the provisions of this Agreement and those of the Terms of Service in respect of the Processing and Protection of Data, the provisions of this Agreement will prevail. Except as expressly modified herein, all terms and conditions of the Agreement shall remain in full force and effect.
DETAILS OF PROCESSING OF CUSTOMER’S PERSONAL DATA
This Annex includes certain details of the Processing of customer Personal Data as required by Article 28(3) GDPR.
Subject and Duration. The subject matter and duration of the Processing of the customer’s Personal Data are set out in the Terms of Service and this Agreement.
The Nature and the Purpose of the Processing. The purpose of зrocessing of Personal Data pertains to the provision of the Application, as requested by the customer. The nature of such processing is related to these purposes and is elaborated on in this Annex and the Terms of Service.
Categories of Data to Be Processed. The types of customer’s Personal Data to be Processed are determined by the customer.
Categories of Data Subjects. The Personal Data transferred will be subject to the processing activities for the purposes of providing the Application to the customer.