General Terms and Conditions

Last updated: 12.9.2024

Version Number: 3.0

1. Introduction

These General Terms and Conditions ("Terms") govern the use of the services provided by Foxie.ai (Repo Work Ltd) ("Foxie.ai," "we," "us," or "our") to any company ("Customer") accessing our client feedback automation platform ("Platform"). By using our services, the Customer agrees to be bound by these Terms.

2. Definitions

  • End Customer: The Customer's clients who receive feedback requests through the Platform.

  • Personal Data: Any information relating to an identified or identifiable natural person collected and processed through the Platform.

  • Services: Access to and use of the Foxie.ai Platform and any additional services provided by Foxie.ai as agreed upon.

3. Scope of the Agreement

These Terms cover the provision of client feedback automation services to the Customer, including access to the Platform and any additional services as agreed. Other services may be provided on an hourly basis, with cost estimates provided by Foxie.ai prior to commencement.

4. Services Provided

4.1 Access to the Platform

  • Default Access: The Customer is granted access to the Platform with a default limit of up to 100 End Customers, unless otherwise agreed.

  • Users and Usage: There are no limitations on the number of users within the Customer's organization or on the number of feedback requests and automation runs.

  • Features Included:

    • Sending feedback requests.

    • Collecting and storing client contact information.

    • Analyzing customer satisfaction data.

    • Providing reporting dashboards.

5. Fees and Payment Terms

5.1 Pricing Structure

  • Subscription Fee: default price €399 per month, excluding value-added tax (VAT).

5.2 Invoicing and Payment

  • Billing Cycle: Payments are to be made every three months in advance.

  • Payment Terms: Invoices are due upon receipt and payable within 14 days.

  • Payment Methods: Payment via invoice sent by email or via electronic billing based on the provided electronic payment details.

5.3 Late Payment Penalties

  • Interest on Late Payments: A standard late payment interest rate of 11.5% per annum applies according to Finnish legislation.

  • Service Suspension: Services will be suspended after 30 days of non-payment.

  • Data Retention: Customer data will be retained for three months during which access can be restored upon successful payment.

  • Data Deletion: If payment is not received within three months, the data will be permanently deleted.

6. Rights and Obligations

6.1 Customer Responsibilities

  • Proper Use: The Customer agrees to use the Services solely for the intended purpose of customer satisfaction feedback and not e.g for marketing or advertising purposes.

  • Lawful Data: The Customer is responsible for ensuring that all data provided is accurate and lawfully obtained.

  • Compliance: The Customer must comply with all applicable laws and regulations when using the Services.

6.2 Foxie.ai Responsibilities

  • Service Provision: Foxie.ai will provide access to the Platform and agreed-upon Services.

  • Data Processing: Personal Data will be processed securely and in compliance with the GDPR and other applicable laws, as outlined in the Terms and Conditions for Processing Personal Data

  • Maintenance: Foxie.ai will maintain the Platform and endeavor to minimize service disruptions.

7. Intellectual Property

7.1 Ownership

  • Foxie.ai Property: All rights to the technology, infrastructure, Platform, and default content are owned by Foxie.ai.

  • Customer Property: The Customer retains ownership of all confidential data and content provided by them.

7.2 License

  • Grant of License: Foxie.ai grants the Customer a non-exclusive, non-transferable license to use the Platform in accordance with these Terms.

7.3 Analytical Data

  • Usage Rights: Foxie.ai retains the right to use statistical and analytical information derived from the Customer's use of the Services for the purpose of improving and developing the Platform.

8. Confidentiality

8.1 Obligations

  • Confidential Information: "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential" or that reasonably should be understood to be confidential given the nature of the information.

  • Non-Disclosure: The Receiving Party agrees to:

    • Use the Confidential Information solely for the purpose of performing its obligations under this Agreement.

    • Not disclose any Confidential Information to any third parties without the prior written consent of the Disclosing Party.

    • Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

8.2 Exceptions

Confidential Information does not include information that:

  • Is or becomes publicly known through no act or omission of the Receiving Party.

  • Was in the Receiving Party's lawful possession prior to the disclosure.

  • Is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure.

  • Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

8.3 Duration

  • Term: The obligations of confidentiality shall commence upon the effective date of this Agreement and shall continue until this Agreement is terminated.

8.4 Return or Destruction

Upon termination of this Agreement or upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all materials embodying Confidential Information and certify in writing that it has done so.

9. Termination

9.1 Termination by Customer

  • Notice Period: The Customer may terminate the agreement by providing 30 days' written notice.

9.2 Termination by Foxie.ai

  • Material Breach: Foxie.ai may terminate the agreement immediately if the Customer materially breaches these Terms and fails to remedy the breach within 14 days of receiving written notice.

  • Termination for Convenience: Foxie.ai reserves the right to terminate the agreement for convenience by providing 90 days' written notice to the Customer.

9.3 Effects of Termination

  • Service Access: Upon termination, access to the Services will continue until the end of the prepaid period, unless terminated for breach.

  • Data Handling: Foxie.ai will retain the Customer's dat a for three months post-termination, during which the Customer may request data retrieval. After this period, data will be permanently deleted.

10. Governing Law and Dispute Resolution

10.1 Governing Law

  • Jurisdiction: These Terms are governed by the laws of Finland.

10.2 Dispute Resolution

  • Amicable Resolution: Parties agree to attempt to resolve disputes amicably through negotiation.

  • Legal Action: If disputes cannot be resolved amicably, they shall be submitted to the competent courts of Finland.

11. Miscellaneous

11.1 Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior agreements and understandings.

11.2 Amendments

Any amendments to these Terms must be made in writing and signed by both parties.