Terms and Conditions

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These Terms (“Terms”) form part of the Order Form concluded between the Provider and the Customer and apply to the Tool. Capitalised terms not defined here have the meaning given in the Order Form. In case of conflict, the following order of precedence applies: the Order Form, the DPA (as to personal data), these Terms. The Terms become binding on the Customer upon the conclusion of the Order Form.

Service and license

  1. Under these Terms, the Provider provides the Customer with the services (“Services”): access to and use of the Steve tool (“Tool”) as an online, AI-based service, delivered remotely by electronic means and on the Customer’s individual request, including via API, for the Subscription Period stated in the Order Form. The Tool is designed to process and analyse business-related data and images submitted by the Customer or its personnel (“End Users”), including, for example, product images and information captured from retail shelves, receipt data and other information processed in connection with loyalty programmes, and to return a result for each submitted item. “Processed Item” means any data, image, document, recording or other input submitted by or on behalf of the Customer that has passed through the Tool’s processing pipeline and for which a result (“Result”) has been returned to the Customer. Processed Items are the billable unit.
  2. Subject to the Customer’s compliance with the Agreement, the Provider grants the Customer a non-exclusive, revocable, non-transferable and non-sublicensable right to use the Tool during the Subscription Period for the Customer’s business purposes, in accordance with the Agreement and the Provider’s documentation, as updated by the Provider from time to time and made available on the Provider’s website, or delivered to the Customer directly (“Documentation”).
  3. For avoidance of doubt, the Customer shall not resell the Tool, make it available to third parties, in particular provide access to it as a stand-alone product or offer it under a brand other than that of the Customer’s own service without the Provider’s prior written agreement.
  4. All rights not expressly granted to the Customer are reserved by the Provider, its affiliates, licensors, and technology providers. This includes all rights, titles, and interests in the Tool, including their associated intellectual property rights. The Customer is solely granted the limited rights that are explicitly outlined in the Agreement.
  5. The Provider may update the Tool, change its subcontractors and, where justified (e.g. for security, legal or third-party provider reasons), modify or disable individual functions, provided that the core functionality is not materially reduced. The Provider will give notice of material changes where reasonably possible.

Relationship between the Parties

  1. The Tool is intended solely for businesses (B2B) acting within the scope of their business activity. The Provider supplies the Tool only to the Customer. End Users have no contract with the Provider and acquire no rights under these Terms. End Users must nevertheless comply with these Terms and the Provider’s policies made available to the Customer. The Customer is solely responsible for its End Users and their acts and omissions as for its own.
  2. For the purposes of Regulation (EU) 2024/1689 (“AI Act”), the Provider is the provider of the Tool and the Customer is its deployer. The Customer shall use the Tool in line with the Documentation, ensure that persons operating it have an adequate level of AI literacy, and fulfil the information obligations towards End Users and other persons that apply to it as deployer, to the extent applicable to its use of the Tool. If the Parties’ roles under the AI Act change, the updated roles shall prevail over this clause.

Acceptable use

  1. The Tool is intended for analysing images or other files containing business-related data in the course of the Customer’s ordinary business, as described in the Documentation. The Customer shall not use it for other purposes.
  2. Usage is billed per Processed Item. The Customer shall, however, not generate load that is abnormal compared with the agreed or expected volume and pattern of use (e.g. automated bursts, load testing without notice, or use that degrades the Tool for other customers).
  3. The Customer shall not, and shall not allow End Users or others to use the Tool unlawfully or for any practice prohibited under Article 5 of the AI Act or other applicable provisions of law, or for practices considered high-risk, including to:
    1. profile individuals,
    2. process images or other data for the purpose of identifying or analysing individuals,
    3. perform emotion recognition,
    4. engage in deceptive, manipulative, discriminatory or otherwise unfair practices, or otherwise misuse the Tool,
    5. make or support decisions that materially affect individuals’ rights, opportunities or circumstances, including decisions relating to recruitment, employment, education, creditworthiness, lending or access to essential services,
    6. or use the Tool in any manner that would cause it to qualify as a high-risk AI system under the AI Act.
  4. The Customer shall not in particular, and shall not allow End Users to, input, upload, transmit or otherwise submit to the Tool (including via API) any content that is unlawful or that the Customer has no right to submit.
  5. Results are generated automatically by an AI system and may be inaccurate or incomplete. The Customer determines how Results are used in its processes and is responsible for appropriate human oversight and verification, in particular before relying on a Result.
  6. The Provider’s direct competitors shall not be permitted to access the Tool unless the Provider’s prior written consent is obtained.

Data and retention

  1. As between the Parties, the Customer (or its End Users) retains all rights to the files and data it submits to the Tool (“Customer Data”) and to the Results generated for it. The Customer grants the Provider the right to process Customer Data entrusted to the Provider solely to provide the Services, in particular to provide, secure and support the Tool and the Provider’s related services.
  2. The Customer shall ensure that any images submitted to the Tool do not contain information that is not necessary for the intended use of the Tool, including, in particular, identifiable individuals, sensitive or confidential information, credentials, access tokens or other information that the Customer does not intend to be processed by the Tool. The Customer shall not submit any content where such submission or processing would violate applicable law, the rights of third parties or the acceptable use provisions.
  3. The Customer is responsible for the lawfulness of Customer Data and for having a legal basis to submit it, including, where it acts on behalf of its own customers, the authority to make Customer Data available to the Provider on the terms of the Agreement. To the extent the Provider processes Personal Data on behalf of the Customer, it does so on the Customer’s documented instructions, in accordance with the data processing agreement incorporated by reference or attached to the Order (“DPA”). Processing for the Provider Purposes is not governed by this clause but by Section 4.4.
  4. The Provider may also process certain Customer Data for its own purposes, including to maintain, secure and improve the Tool, monitor its performance, quality and security, and develop its functionalities (“Provider Purposes”). Where such processing involves Personal Data, the Provider acts as an independent controller, as further described in the Provider’s Privacy Policy made available on the Provider’s website. Where reasonably possible, the Provider carries out this processing on data from which identifiers of the Customer and of individuals have been removed, or on aggregated data.
  5. Data derived from Customer Data that does not identify the Customer or any individual, such as aggregated statistics, performance metrics and one-way cryptographic hashes (“Derived Data”), is not Customer Data. The Provider may retain and use Derived Data for the Provider Purposes for as long as necessary, and the retention and export provisions of the Agreement do not apply to it.
  6. Customer Data will not be used to train AI models unless expressly agreed otherwise. The Provider Purposes do not include such training.
  7. Retention:
    1. The Tool is not intended to provide data storage, backup or archiving services, without prejudice to retention terms as outlined in the Agreement. The Customer is responsible for maintaining its own copies of Customer Data, Items and Results.
    2. Unless otherwise specified in the Order Form, the Provider retains: (a) Items for 90 days after submission; and (b) Results for 365 days after the Result has been generated. After these periods, Items and Results are deleted. Any non-default retention periods or specific retention requirements shall be agreed with the Customer in the Order Form or jointly on a working basis (e.g. via e-mail).
    3. Customer Data may be deleted before the end of the applicable retention period: (a) where required by applicable law; (b) following a valid deletion request from the Customer; or (c) upon termination or expiry of the Agreement (after the end of the export period (if applicable), and in accordance with the DPA). The Provider may retain Customer Data beyond the applicable retention period only to the extent required by applicable law or agreed in the Order Form.
    4. Where the Provider processes Customer Data for the Provider Purposes under Section 4.4, it does so within the retention periods set out in this Section.
    5. The Provider may maintain technical and operational logs to the extent reasonably necessary for the Provider Purposes, such as troubleshooting and security monitoring, and compliance with applicable law, for a period proportionate to these purposes (by default not longer than 6 months). Logs do not include the content of Items or Results. To the extent logs contain Personal Data processed on behalf of the Customer, they are processed in accordance with the DPA.

Technical requirements and security

  1. To use the Services, the Customer must have:
    1. a device with a stable Internet connection,
    2. a current version of a web browser supported by the Provider, or, where the Services are accessed via API, an integration compliant with the API documentation made available by the Provider,
    3. a working e-mail address, as outlined in the Order Form.
  2. The Customer shall protect its access credentials and report to the Provider without undue delay any errors, incorrect outputs, security incidents or suspected unauthorised access.
  3. The Customer shall notify the Provider without undue delay after becoming aware of any material errors or malfunctions of the Tool or any actual or suspected security incidents relating to the Tool, as well as materially unreliable Results, providing reasonably available details to enable the Provider to investigate and address the issue.

Pricing and billing

  1. The Tool is charged on a usage basis only: for each Processed Item in a Settlement Period the Customer pays the price per Processed Item stated in the Order Form. Re-submission of an item by the Customer is a new Processed Item.
  2. An item is counted as one Processed Item once it has passed through the processing pipeline and a Result has been returned to the Customer with the use of the Tool. The following are not billed:
    1. items rejected before processing (e.g. unreadable or unsupported files, failed validation) and
    2. processing that failed or was aborted because of an error on the side of the Provider or its subcontractor.
  3. Processed Items are counted by the Provider’s systems. The Provider makes a usage report available within the functionalities of the Tool.
  4. In the event that the Customer disputes any part of an invoice, the undisputed part remains payable on time.
  5. Invoices are issued in arrears after each Settlement Period. VAT is added at the applicable rate.
  6. All payments due under the Agreement shall be made in full, without any deduction, withholding, set-off or other charge, except for any deductions or withholdings required by applicable law. Where any such deduction or withholding is required by law, the Customer shall increase the payment to the extent necessary to ensure that the Provider receives the full amount it would have received had no such deduction or withholding been required.

Liability

  1. The Provider’s aggregate liability arising out of or in connection with the Agreement is limited to actual damage and to the amount of fees paid by the Customer in the 6 months preceding the event giving rise to the claim.
  2. The Provider is not liable for:
    1. lost profits or indirect damage,
    2. errors, outages or failures of third-party services (including AI model and infrastructure providers) or the Customer’s systems or infrastructure, including integrations or other components not controlled by the Provider,
    3. acts or omissions of the Customer or End Users, in particular for the decisions of the Customer, or for the accuracy or business suitability of Results.
  3. The Customer shall indemnify the Provider against third-party claims (including claims of End Users) arising from the Customer’s or its End Users’ breach of the agreement between the Customer and the Provider, or breach of the law or third party rights.
  4. Except for obligations to pay any fees owed under the Agreement, neither Party will be considered to have breached the Agreement due to any failure or delay in performance caused by factors beyond their reasonable control, such as acts of God, extreme weather, earthquakes, wars, terrorism, communication failures, strikes (excluding those at the party’s facility or involving their employees), and epidemics. If one party’s performance is hindered by a force majeure event for more than 30 calendar days, the other Party has the right to terminate the Agreement without any further obligations or liabilities, except for any payment amounts that are due and payable as of the termination date.
  5. THE TOOL AND ALL RESULTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE TOOL OR ANY RESULTS. THE CUSTOMER ACKNOWLEDGES THAT THE TOOL USES AI MODELS AND THAT AI-GENERATED RESULTS MAY BE INACCURATE, INCOMPLETE, INCONSISTENT OR MISLEADING, MAY CONTAIN ERRORS OR OMIT RELEVANT INFORMATION, AND SHALL REQUIRE INDEPENDENT VERIFICATION BEFORE BEING RELIED UPON. THE PROVIDER DOES NOT WARRANT THAT THE TOOL WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY PARTICULAR RESULTS WILL BE ACHIEVED. THE CUSTOMER IS RESPONSIBLE FOR EVALUATING THE SUITABILITY OF THE TOOL AND VERIFYING RESULTS BEFORE RELYING ON THEM OR USING THEM TO MAKE BUSINESS DECISIONS.

Termination

  1. The Customer may terminate its subscription at any time by giving notice to the Provider, with such termination taking effect at the end of the then-current Subscription Period.
  2. The Provider may suspend access to the Tool, to the extent and for the period reasonably necessary, if:
    1. the Customer materially breaches the Terms, including the acceptable use provisions, in particular by using the Tool for any practice prohibited under the AI Act;
    2. a security threat to the Tool arises; or
    3. the Customer delays payment of any undisputed amount by more than 14 days.
  3. The Provider shall give the Customer prior notice of the suspension where practicable and, where applicable, indicate the steps required to remedy the relevant issue. The Provider shall restore access promptly once the grounds for suspension have ceased.
  4. Either Party may terminate the Agreement with immediate effect by written notice if the other Party materially breaches the Terms and fails to remedy the breach within 14 days of receiving written notice requiring it to do so.
  5. The Provider may terminate the Agreement with immediate effect, without a cure period, if curing the breach is not possible, or if the continued provision of the Tool would create a material security risk or require the Provider to violate applicable law.
  6. After termination or expiry, access to the Tool ends. The Customer may, by notice given at least 14 days before the end of the Export Period, request an export of the Customer Data then held by the Provider (“Export”). The Export Period is 30 days following termination or expiry, unless the Parties agree otherwise. The Export covers Items, Results with associated metadata, and the Customer’s configuration settings, in a structured, commonly used and machine-readable format (such as JSON or CSV), free of charge, and excludes e.g. system prompts and Derived Data. Customer Data not exported within the Export Period is deleted in accordance with the DPA.
  7. Termination or expiry of the Agreement is without prejudice to payments already due, and all payments made are non-refundable.

Complaints

  1. The Customer may submit a complaint regarding the Services by e-mail tosupport@meetsteve.io or the Contact Person indicated in the Order. A complaint should include:
    1. the Customer’s name;
    2. a description of the issue, including the date or period in which it occurred.

    The Customer shall submit a complaint without undue delay and no later than 30 days after it became aware of the issue.

  2. The Provider shall respond to the Customer via e-mail within 30 days of receiving a complaint that meets the requirements of Section 9.1. The Provider’s failure to respond within this period shall not be deemed acceptance of the complaint.

Final provisions

  1. From time to time, the Provider may, at its sole discretion, include new and/or updated features in the Tool intended for testing with limited access thereto (“Beta Features”). If the Customer is invited to access any Beta Features of the Service the Customer understands and agrees that Beta Features have not been made commercially available by the Provider, may not operate properly, may contain errors, design flaws, or other problems; may cause unexpected results, corruption or loss of data, or other unpredictable damage or loss; may change and may not become generally available. Beta Features will be clearly marked within the Tool with an appropriate tag indicating their Beta status. Open Loyalty is not obligated in any way to continue to provide or maintain Beta Features.
  2. Neither party shall use any Confidential Information (as defined in Non-Disclosure Addendum) of the other party except as necessary to exercise its rights or perform its obligations under the Agreement or as expressly authorized in writing by the other party. The Parties agree the safeguarding of confidential information is in full compliance with the details determined in Non-Disclosure Addendum available at:https://www.openloyalty.io/non-disclosure-agreement. If the Parties have entered into or will enter into an individual non-disclosure agreement (NDA), its provisions shall prevail over the Non-Disclosure Addendum available at the indicated link, provided that if such individual agreement is unilateral and protects only the Customer’s information, the Non-Disclosure Addendum available at the link shall in that case apply solely to the protection of the Provider’s information.
  3. All intellectual property rights in the Tool and the Documentation remain with the Provider. The Provider may freely use feedback given by the Customer.
  4. The Provider may amend these Terms unilaterally, in particular for the following reasons:
    1. Due to changes in law or guidance of competent authorities,
    2. The need to ensure compliance with the applicable law and guidance of competent authorities,
    3. Changes to the functionality or architecture of the Tool,
    4. Organizational or business changes affecting the Terms,
    5. Editorial changes.
  5. The Provider shall notify the Customer by e-mail to its contact address at least 14 days before the amendment takes effect. The period may be shortened only to the extent required by law or a binding decision of an authority. If the amendment is materially adverse to the Customer, the Customer may terminate the Agreement before it takes effect. Continued use of the Tool after that date constitutes acceptance of the amendment.
  6. The Agreement and its appendices are governed by Polish law. Disputes are resolved by the court competent for the Provider’s registered office.