General Terms of Service

Miramis provides an AI contract lifecycle management platform and other related tools for centralising legal data and automating legal workflows.

Miramis shall endeavour to make the Services available 24/7 except during interruptions for support and maintenance. We will make commercially reasonable efforts to (i) perform maintenance in a way that causes minimum disruption to the Services and (ii) notify the Customer in advance about any suspension of the Services.

The Customer is responsible for obtaining and maintaining, at its own cost, the hardware, software and internet connectivity required to access and use the Services.

Any third-party software, services, or other products (collectively "Third-party Services") used by the Customer in connection with the Services (including, but not limited to, an integration) may be subject to their own terms and conditions, and the Customer is solely responsible for complying with all terms and conditions governing such third-party services.

The Customer is responsible for safeguarding any access credentials to the Customer's Account. Should the Customer suspect that its Account or its credentials have been or are being used by a third party, the Customer must notify Miramis immediately.

The Customer warrants that all persons it authorises to create Accounts or use the Services comply with these Terms, and the Customer is responsible for all Users' use of the Services and for all acts and omissions under its Account.

The Customer shall assign each of its Users with an individual and specific license, which may not be shared, transferred or otherwise used by anyone else, unless specified in the Agreement.

When the Customer uses the Services, it must always comply with all applicable laws, regulations and public orders. The Customer shall not access the Site or the Platform other than through interfaces provided by us and as otherwise expressly authorised under these Terms. The Customer may not use the Services in a manner contrary to our, or any third party's, rights and interests. The Customer agrees to comply with all instructions and recommendations provided by us from time to time.

The Customer also agrees not to:

If Miramis has reasonable grounds to suspect that the Customer (or any of its Users) has violated this Agreement or risks giving rise to an infringement claim from a third party, Miramis will notify the Customer by email and request the Customer to take immediate and appropriate action. Miramis may suspend the Customer's (or the applicable User's) access to the Services until the requested action is taken if (i) Miramis has reasonable grounds to believe that such breach poses an immediate risk of damage to Miramis, (ii) the Customer fails to comply with the notice within the reasonable time-period set forth in such notice or (iii) the breach is not capable of being remedied. If the Customer fails to take the required action within ten (10) business days after a suspension on two (2) or more occasions during any rolling twelve (12) month period, Miramis may, without prejudice to its other rights and remedies, terminate the Agreement immediately for cause in accordance with Section 4.3.

Although Miramis is not responsible for any Customer Data, it reserves the right (without obligation) to delete any Customer Data if Miramis can substantiate that it has reasonable grounds to believe that the Customer Data violates this Agreement or any applicable law, or risks giving rise to an infringement claim from a third party. Before Miramis deletes any Customer Data in accordance with this Section 2.3.4, Miramis shall provide the Customer with reasonable prior notice, unless it is necessary to delete the Input prior to such notice in order for Miramis to avoid a third-party claim or other material liability or sanctions.

The Customer bears full responsibility for any and all obligations with respect to the accuracy, quality and legality of the Input, as well as for obtaining legal grounds, consents, and permissions required to use the Input with Miramis AI.

Between the parties, the Customer represents and warrants that the Customer possesses and/or have obtained the necessary legal grounds, consents, and permissions to use all Input with Miramis AI.

Subject to this Agreement, the Customer is allowed to use the Output. For the avoidance of doubt, the Customer is solely responsible for verifying that Output does not infringe on any third-party's rights.

The Customer acknowledges that, due to the nature of machine learning, the Output may not be unique and that Miramis AI might generate identical or similar output for other customers, Miramis, or any third party.

Miramis warrants that eSignatures generated by the Customer using the native eSignature functionality in the Platform will conform to the minimum requirements for a "simple" electronic signature set out in the eIDAS Regulation.

The Customer acknowledges and agrees that:

Miramis is not liable for any loss or damage arising from the full or partial invalidity of any signature created through the Services, except to the extent that the invalidity is caused by a breach by Miramis of Section 2.5.1.

The Customer shall pay the fees for the Services (i) which follow from the Order Form, or (ii) is charged in accordance with Miramis' offered standard subscription plans from time to time.

Miramis reserves the right to update the fees charged hereunder, applicable on the coming Renewal Term, by giving at least 120 days' notice.

Termination of the Agreement will in no event relieve the Customer of the obligation to pay any fees payable for the period prior to the effective date of termination as set out in Section 4.1 below, or (unless and to the extent explicitly stated herein) give the Customer a right to a refund of already paid fees (other than pre-paid fees for the period after the effective date of termination).

Invoices are due as specified on the invoice and order form. If not specified, invoices are due thirty (30) days from the invoice date.

If Miramis does not receive any duly invoiced amount by the due date, Miramis may (at its discretion and without limiting Miramis' rights or remedies hereunder), (i) charge late interest equal to twenty (20) per cent on the overdue amounts, (ii) suspend the Customer's access to the Services, until the overdue amounts are paid in full, provided that Miramis has given at least ten (10) business days' prior notice of such suspension and payment of the defaulted amount has not been received by Miramis within such period. In case of repeated payment delays by the Customer, Miramis may also condition future subscription renewals and service orders on shorter payment terms.

The fees do not include VAT or any other taxes, levies, duties, or similar governmental charges of any nature, (collectively "taxes"). The Customer is responsible for paying all taxes associated with the Agreement. If Miramis is obligated by law to pay or collect taxes for which the Customer is responsible, Miramis will invoice the Customer and the Customer will pay that amount. The Customer will provide Miramis any information we reasonably request to determine whether Miramis is obligated to collect taxes.

We offer payments by (i) invoice, or (ii) debit or credit card (in cooperation with a third party payment processor). If paying by debit or credit card, the third party payment processor's terms and conditions will apply. The Customer may be requested to identify itself and credit reports may be pursued by the third party payment processor. The Customer must keep the payment information provided to us accurate and up-to-date.

The Agreement is valid from the earlier of (i) the Effective Date, and (ii) the date when the Customer starts using the Services, and shall remain in force during the initial period set out in the Order Form (the "Initial Service Term").

Unless terminated by either Party with no less than ninety (90) days written notice before the expiry of the Initial Service Term, the Agreement shall be automatically prolonged for an additional subscription period ("Renewal Term"), equivalent to the length of the Initial Service Term (each renewal), until terminated by either Party with no less than ninety (90) days written notice, both counting before the expiry of then current Renewal Term.

Unless agreed otherwise in writing, both the Initial Service Term and the Renewal Term are always twelve (12) months.

Any termination of this Agreement shall be made in writing. To terminate the Services, the Customer needs to notify us in writing to support@miramis.co.

Upon termination, (i) the Customer's right to access the Services shall terminate, and (ii) all outstanding fees shall be due and payable.

We reserve the right to terminate or limit the Services if the Customer:

Upon occurrence of any of these events, we may contact the Customer and request that the Customer remedies its breach of these Terms before terminating or limiting the Services. If we limit the Services for cause, the Customer is still obligated to pay the applicable fees for the Services regardless of such limitation.

If the Customer is using the Services free of charge, we may terminate the Services and the Account at our sole discretion.

During the term of this Agreement, Miramis warrants that (i) the Services will conform materially in accordance with the specifications provided by Miramis and (ii) it will perform the Services in a professional manner, in accordance with generally accepted industry standards.

Except in case of gross negligence or willful misconduct by Miramis, the Customer's sole and exclusive remedies for a breach of this Section 5.1.1 shall be to (i) request a remedy of the breach, and (ii) if remedial action is not taken or possible and the breach is material, exercise its termination rights under Section 4.3.

Except as expressly provided for in these Terms, the Services are provided on an as-is basis without any warranties of any kind, and we disclaim any and all warranties, whether expressed or implied, including the implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. Miramis does not represent or warrant that the Services will be uninterrupted, timely, or error-free.

Miramis reserves the right, in its sole discretion, at any time to make improvements, additions, modifications (including, subject to Section 5.1.1, removing features), and to correct any errors or defects in the Services, notwithstanding that such measures may temporarily impair the Subscriber's access to or use of the Services.

We are not responsible for delays and defects outside our control. If any of the Services are impaired by or due to an event outside our control (for example, a delay or interruption caused by any of our suppliers or service providers), then we will endeavour to contact the Customer as soon as possible to let the Customer know, and we will take commercially reasonable steps to minimise the effect of the impairment.

We do not take any responsibility for any customised templates made available to the Customer through the Services. We do not review any customised templates, and we do not update or amend any such templates other than as instructed or agreed to by the Customer. The Customer is solely responsible for the legality, validity and content of any customised templates.

Artificial intelligence technologies are developing rapidly. Miramis continually strives to improve the accuracy, reliability, safety, and usefulness of the Services. Nevertheless, due to the probabilistic nature of the technology, the Services may, in some instances, generate Output that is inaccurate, incomplete or does not correctly represent actual people, places, or facts. The Customer is responsible for assessing the accuracy, completeness and quality of the Output as appropriate for its intended use, including conducting human review where necessary.

Miramis provides self-serve technology in the Customer's specific direction. We are not a law firm or a substitute for a lawyer, law firm or any other qualified legal professional, and do not give any legal advice. Miramis does not bear any legal responsibility or give any representations or warranties about the accuracy, completeness, correctness, reliability, integrity, usefulness, quality, fitness for purpose or originality of Output,content or any information that is derived from the Services.

The Customer may only use Miramis AI for the purpose of carrying out the Services and is strictly prohibited from using Miramis AI for any other purpose unrelated to the Services, or any content that may infringe, violate, or misappropriate any third party's intellectual property rights.

In no event shall either Party be liable to the other for: (a) loss of reputation and/or goodwill; (b) loss of profit, loss of revenue, loss of anticipated savings, loss of business and/or loss of opportunities; (c) the Customer's duty to compensate any third party; or (d) indirect, consequential or special loss, damage or liability even if such loss or damage was reasonably foreseeable.

A Party's total liability to the other Party, shall not exceed the total fees paid or payable by the Customer for the Services in the twelve (12) months preceding the date of the first incident giving rise to the liability.

Nothing in these Terms shall exclude or limit a party's liability for: (a) fraud, theft, willful misconduct or gross negligence; (b) the Customer's payment obligations under this Agreement, or (c) for any other claims based on liability which cannot be limited by law.

To be valid, any claims for damages shall be notified to the other Party no later than twelve (12) months from the time the relevant party became or should have become aware of the event giving rise to the claim, however, never later than 6 months after the expiration or termination of the Agreement.

Miramis will defend the Customer against any third-party claim alleging that the Customer's use of the Services in accordance with this Agreement, infringes the Intellectual Property Rights of such third party. Miramis will indemnify the Customer against all damages, costs, and reasonable attorney's fees finally awarded against the Customer as a result of such claim.

Miramis shall have no liability or obligation under this section for any claim to the extent that is attributable to (a) any modification of the Services by the Customer not authorised by Miramis, (b) use of the Services that are not in accordance with these Terms, (c) Input, (d) Output that results from Input that is in violation of the Agreement or that the Customer knew or reasonably should have known was likely to lead to violating Output, or (e) use of the Services in combination with products, services, or materials not supplied by Miramis, where the alleged infringement would not have occurred but for such modification or combination.

If the Customer's use of the Service results, or in Miramis''s opinion is likely to result, in an infringement claim, Miramis may either: (i) replace the Service with functionally similar products or services; (ii) obtain for the Customer the right to continue using the Service; or if (i) and (ii) are not commercially reasonable, (iii) terminate this Agreement, and refund the Customer any prepaid unused fees.

The Customer agrees to defend, indemnify and hold harmless Miramis, its subsidiaries and affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including legal fees, arising out of or related to:

The indemnification obligations in Sections 5.4 and 5.5 is conditioned upon the Party receiving the claim (the "Indemnified Party") (i) promptly gives the other Party (the "Indemnifying Party") written notice of any such claim; (ii) makes no admission of liability or settlement without the Indemnifying Party's prior written consent (except that the Indemnifying Party may not settle any claim unless the settlement unconditionally releases the Indemnified Party of all liability, the settlement does not affect Indemnified Party's Intellectual Property Rights, and that the Indemnifying Party pays any settlement fees); and (iii) gives the Indemnifying Party sole authority to conduct the defense and any settlement of the claims, as well as providing all reasonable information and assistance, at the Indemnifying Party's expense.

"Confidential Information" means all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, (i) that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential, (ii) Customer Data, (iii) the Services, (iv) the terms and conditions of the Agreement, and (iv) any business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each Party in connection with the Agreement.

Notwithstanding Section 6.1.1, Confidential Information does not include information that (i) is at the time of disclosure, or later becomes, generally known to the public through no fault of the Receiving Party; (ii) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by the Disclosing Party, as proven by records of the Receiving Party; (iii) is rightfully disclosed to the Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligations, or (iv) is at any time independently developed by Receiving Party without the use of Disclosing Party's Confidential Information as proven by records of Receiving Party.

The Receiving Party shall (i) keep the Disclosing Party's Confidential Information confidential, (ii) safeguard all Confidential Information of the other Party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information, and (iii) not use Confidential Information for any purpose outside the scope of the Agreement.

The Receiving Party is permitted to disclose Confidential Information to those of its employees, directors, attorneys, agents, subcontractors, and consultants who (i) need to know the Confidential Information in connection with the purpose, execution and contract management of the Agreement, and (ii) are bound by confidentiality obligations (either through agreement or under law) no less stringent than those in the Agreement.

The Receiving Party is also permitted to disclose Confidential Information if compelled by applicable law or a binding decision or order by any authority, regulator, governmental body or court of competent jurisdiction. If the Receiving Party becomes subject to a compelled disclosure proceeding which concerns Confidential Information, it shall, to the extent not prevented by law, provide the Disclosing Party with notice of the proceeding and compelled disclosure and cooperate in any effort to obtain confidential treatment of the Confidential Information.

The Customer acknowledges that by using Miramis AI, Input will be submitted to, and Output will be received from, the third-party providers of large language models and any related products used by Miramis AI from time to time (in accordance with such provider's terms and conditions).

No Customer Data, will be used, directly or indirectly, to train any foundational artificial intelligence models.

Miramis is ISO270001 and SOC 2 Type II certified and shall maintain the certification, or a corresponding certification or standard, throughout the Term. Provided that we comply with this warranty and employ appropriate technical and organizational security measures to protect the Customer's data, we are not liable for any loss of Customer Data. Miramis is in no situation responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party, except those third parties engaged by Miramis to maintain and back up Customer Data.

Miramis owns all rights, title, and interest in and to the Services, including but not limited to all Intellectual Property Rights included therein, as well as modifications, updates and upgrades thereof. Except as explicitly stated in these Terms, nothing in this Agreement shall be considered a transfer or license to those rights.

Miramis grants the Customer a revocable, non-exclusive, non-transferable and limited licence for the number of individual Users stated in the Order Form, to access and use the Services specified in the Order Form. Upon expiry or termination of the Services, this right and licence shall end.

The Customer must not tamper with, attempt to gain unauthorised access to, modify, hack, repair or otherwise adjust any of our material, source codes or other information for any purposes.

The Customer reserves all right, title, and interest in and to the Customer Data and Output.

Feedback, comments, ideas and suggestions for developments and improvements of the Service from the Customer may be used by Miramis without restriction or compensation, and any Intellectual Property Rights resulting therefrom shall vest exclusively in Miramis.

Miramis may collect Usage Data to develop, improve, support, and operate its Services. Miramis may not disclose Usage Data to any third party except (i) as permitted under Section 6 (Confidential Information and Information Security), or (ii) to the extent that the Usage Data has been aggregated and anonymized so that the Customer and its Users cannot be identified.

Except as otherwise specified in the Agreement, all notices, permissions, and approvals shall be in writing and shall be deemed to have been given upon (i) personal delivery; (ii) the second business day after mailing; or (iii) the day of sending by email. Notices of termination of the Agreement shall be addressed to [email protected] and the Customer's key account manager. All other notices under the Agreement shall be provided to the parties' respective contact person as specified in the Order Form.

The Customer grants Miramis the right to use the Customer's company logo(s), company name(s), trademark(s), and user quotes as reference material for marketing material. Upon the Customer's written request, Miramis shall immediately cease any further use of such materials as instructed by the Customer.

No failure or delay by either party in exercising any right under the Terms will constitute a waiver of that right. No waiver under the Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

These Terms, the Order Form, and any other documents referred to in such Order Form and in these Terms, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. In case of discrepancy between an Order Form and these Terms, the Order Form shall prevail.

The Customer acknowledges and agrees that when entering into an agreement for the Services, the Customer does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person relating to the Services.

The Customer may not assign any of its rights or obligations under these Terms to any person without our prior written consent. We may assign the Terms, and we may assign, transfer or subcontract any of our rights or obligations under the Terms, to any person without the Customer's prior consent.

Miramis may use subcontractors (incl. online, web-based applications, and offline software products or services) for the provision of the Services. Miramis shall be liable for its subcontractors actions and omissions as for its own, and remain the Customer's sole point of contact in relation to the Services.

In the event any provision of this Agreement is wholly or partly invalid, the validity of this Agreement as a whole shall not be affected, and the remaining provisions of this Agreement shall remain valid. To the extent that such invalidity materially affects a party's benefit from, or performance under, this Agreement, it shall be reasonably amended.

Except for payment obligations under the Agreement, neither Party will be liable for failure to perform or inadequate performance under the Agreement to the extent caused by a condition that was beyond the party's reasonable control and which substantially affects the party's or its subcontractors' performance, including, for example, a natural disaster, epidemic or pandemic, act of war or terrorism, riot or civil unrest, labour conditions such as boycott, strike, lock-out, governmental action, disruption of telecommunications, failure or delay of internet services providers or widespread internet disturbance, disruption of power or other essential services.

A party claiming that circumstances described in Section 10.8.1 prevents it from performing in accordance with the Agreement shall use commercially reasonable efforts to overcome and mitigate the effects of such circumstances.

If the performance of the Services in substantial respects is prevented for a period exceeding one (1) month due to a circumstance stated in Section 10.8.1, either party shall have the right to terminate the Agreement in writing, without incurring any liability for compensation.

Miramis may modify these Terms (and the resulting Acceptable Use Policy) at any time by publishing the updated Terms on its website. In the event of changes which are not minor and may affect the Customer, the Customer will be notified via email. Amendments to the Terms become effective thirty (30) days following the day they are published.

If an amendment materially adversely affects the Customer's rights or obligations, then the Customer may terminate the Agreement without penalty upon notice to Miramis no later than five (5) days prior to the effective date of the revised general terms and conditions.

All new functionalities and features introduced and added to the Services will be subject to what is stipulated in these Terms.

Schedule 1 - Existing and Approved Sub-Processor

Schedule 2 - Technical and Organisational Security Measures

Schedule 3 - Contact Details

The purpose for processing personal data (the "Purpose"): To enable the Processor to provide the Services to the Controller in accordance with the documented instructions.

Processing activities: Processing necessary to provide, maintain, and update the Services.

Type of Service: Data storage and distribution network (CDN)

Website: https://docs.aws.amazon.com/

Personal Data Processed: All details provided by the Controller in accessing the Miramis platform and services, such as name, address, email address, phone number and company role.

Data residency: EU/EES

Type of Service: eSigning

Website: https://www.signicat.com/

Personal Data Processed: Name, contact information, national identity number and customer engagement details.

Data residency: EU/EES

Type of Service: eSigning

Website: https://idura.eu/

Personal Data Processed: Name, contact information, national identity number and customer engagement details.

Data residency: EU/EES

Type of Service: Data storage and distribution network (CDN)

Website: https://azure.microsoft.com/en-us/

Personal Data Processed: All details provided by the Controller in accessing the Miramis platform and services, such as name, address, email address, phone number, company role, etc.

Data residency: EU/EES

Type of Service: AI tool

Website: https://openai.com/

Personal Data Processed: Any personal data provided to Miramis AI

Data residency: EU/EES

Type of Service: Vertex AI

Website: https://cloud.google.com/vertex-ai

Personal Data Processed: Any personal data provided to Miramis AI

Data residency: EU/EES

Type of Service: User Onboarding and Engagement Tool

Website: https://userguiding.com/

Personal Data Processed: Name, email address, user activity data, IP address, browser type, Internet Service Provider, date/time stamp, referring/exit pages, and clicked pages.

Data residency: EU/EES

Type of Service: Identity and access management, user authentication

Website: https://auth0.com/docs/

Personal Data Processed: User profile data provided by the Controller for authentication purposes, such as name, email address, password (hashed), login metadata, and any additional profile attributes configured by the Controller.

Data residency: EU/EES

Type of Service: Email delivery service (transactional and notification emails)

Website: https://docs.sendgrid.com/

Personal Data Processed: Email addresses of senders and recipients, email message content, delivery and engagement metadata (such as timestamps, delivery status, open and click tracking).

Data residency: EU/EES

Organisational security measures are measures which are adopted in working methods and routines within the organisation.

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support@miramis.co