Customer Terms

1. Who these Customer Terms cover

These Customer Terms govern an organisation and a paid feature on Clavis, operated by DeepDive, Inc. (Tokyo, Japan).

Creating an organisation, and completing checkout, are each agreement to these Customer Terms and the Data Processing Agreement for that organisation. A personal account is covered by the Account Terms.

If you purchase a paid feature, you represent that you are at least 18 years old and authorised to bind that organisation.

2. Service scope

Paid features are operation signing and append-only records, as listed on the public pricing page.

Organisation and application registration does not require a separate pre-approval step by us as a start condition. A paid feature becomes usable when the required information is in place, including host verification.

We may, for a period, stop accepting new organisations, new declarations of a place of incorporation, and new purchases for organisations incorporated in a given country or region, for example where we cannot yet meet a new legal requirement there. Organisations and subscriptions already in place continue under these Customer Terms.

3. Payment

Prices, included volume, overage rates, and monthly billing ceilings follow the public pricing page. Purchase and recurring charges are handled by Polar Software Inc. as merchant of record. We do not receive card numbers.

For card subscriptions we do not issue Japanese qualified invoices.

Card subscriptions include no support service: no helpdesk, response times, or individual assistance. Product defects are remedied as part of operating the service, without a promised date. Report vulnerabilities to [email protected]. Privacy requests go to [email protected]. Billing questions go to Polar.

Enterprise work is quoted separately after enquiry. An Enterprise order may replace card terms for that engagement.

4. Data Processing Agreement

For personal data about organisation members and users of connected applications (customer personal data), the Data Processing Agreement forms part of these Customer Terms. If there is a conflict, that agreement prevails for the handling of customer personal data.

The online DPA is based on Japan's Act on the Protection of Personal Information (APPI). For restricted transfers involving people in the EU or the UK, that DPA includes the EU Standard Contractual Clauses (Module 2) and the UK Addendum (Version B1.0) by reference. Customer personal data of people in the EU or the UK may be introduced into the service under that DPA. We do not claim GDPR or UK GDPR completeness.

5. Suspension

We may suspend the organisation or stop paid features when declared use and host verification do not match, when there is abuse, when verification fails, or when we need to act for security. An organisation we suspend is not restored merely because payment resumes.

Inability to use a paid feature because payment failed is separate from an operator suspension.

6. Warranties and liability

We provide the service with the features described on the public pricing page and in the documentation, as available from time to time. We do not promise a numeric uptime, service credits, or round-the-clock incident response.

We are liable without limitation for wilful misconduct and gross negligence, for injury to life, body, or health, under any guarantee we have expressly given, and wherever liability cannot lawfully be limited.

Where we are negligent but not grossly negligent, we are liable only for breach of an essential obligation, and only for the damage that was foreseeable when these Customer Terms were made and is typical for this kind of contract. An essential obligation is one whose performance makes the proper performance of these Customer Terms possible at all and on whose performance you may regularly rely. Otherwise we are not liable for negligence that is not gross.

These limits also apply to the liability of our staff and of anyone we use to perform these Customer Terms.

7. Procedures for your users

The procedures offered to users of your service cover Japan, the EEA, the United States, and the United Kingdom.

We may, for a period, stop taking new agreements and new app connections from people connecting from a given country or region. Agreements already in force, their renewals, and their withdrawal continue.

A procedure records the text shown at that time and whether the person agreed, declined, or withdrew. It is not a statement that the procedure satisfies a law, a regulator, or a complete compliance programme.

You remain the organisation responsible for those users. The accuracy of the purpose you declare, the text you supply, and your duties to them stay with you. A wrong setting or a defect in that text stays with you.

The privacy notice and terms of your own service remain yours. A procedure shown to your user does not replace them.

A Clavis or DeepDive name on the connection screen is not agreement to these Customer Terms or to the Account Terms.

When you list your terms or privacy notice for a procedure, we fetch that page from a host you have verified and keep it as fetched. Each agreement is bound to the hash of the kept page. Keeping the page you publish and the page we kept the same is your responsibility; when you change it, take a new snapshot.

A user can withdraw from their Clavis account without going through your service. Before you act on an agreement, check whether it is still in force. A withdrawal takes effect when it is recorded.

Where the record is about a user of your service, it is handled under the online DPA. An agreement, its renewals, and the withdrawal that ends it are kept while the agreement is in force and for 730 days after it ends, or 1,095 days for a disclosure to a third party handled under Japan. A decline or an abandoned procedure is kept for 90 days, or 30 days when the person is under the digital-consent age.

You can instruct us to erase the records about one user. They are deleted at that time. What remains on your ledger is a salted commitment that no longer links to them.

This procedure does not identify a parent or guardian, and it does not keep a statutory record for you.

It does not save information onto the person's device, or read information from it, for you. What Clavis itself keeps in the browser to run sign-in and the procedure is described in the Cookie Notice.

A separate written statement of work, when you have one, may replace this section.

8. Term and termination

A subscription to a paid feature renews each billing period until it is cancelled. You can cancel it through Polar at any time. Cancellation takes effect at the end of the current billing period, and the feature can be used until then.

When a subscription ends, the paid feature stops. Records already issued can still be verified afterwards.

After a ledger subscription ends, you can retrieve the vault for 30 days. Deletion of customer personal data at the end of the contract follows the Data Processing Agreement.

We may end these Customer Terms for an organisation when the reason for a suspension under section 5 is not resolved, or when we end a paid feature for all organisations under section 9.

Sections 4, 6, and 11, and what is set out for records already issued, continue after these Customer Terms end.

9. Changes to the service

We may change, suspend, or end features for security, legal compliance, maintenance, or improvement. Where we reasonably can, we announce an important change on this portal and to the security contacts of the organisations it affects before it takes effect.

If we end a paid feature for all organisations, we announce it at least 30 days in advance. Subscriptions to that feature end at the end of the billing period that follows.

10. Changes to these Customer Terms

We may change these Customer Terms. At least 30 days before a change takes effect, we publish on this portal that we are changing them, the new text, and the effective date, and we tell the security contacts of each organisation (or, where none are registered, its Owners and Admins). A change required by law or for security may take effect sooner.

A new purchase is made under the version current at that time. For an existing subscription, the new version applies from its effective date. If you do not accept it, cancel the subscription before that date; the previous version then applies until the cancellation takes effect.

Where Japanese law governs these Customer Terms, a change follows Article 548-4 of the Civil Code: it must be in the general interest of customers, or be reasonable and not contrary to the purpose of the contract, in light of the need for it, the reasonableness of the new terms, and other circumstances.

11. Governing law

Until a place of incorporation is declared for the organisation, these Customer Terms follow Japanese law and the courts of Japan have exclusive jurisdiction.

Once it is declared, these Customer Terms follow the law of the place of incorporation you declare, and the courts of that place have exclusive jurisdiction.

The declaration may be Japan, an EEA member state, England and Wales, or a state of the United States or the District of Columbia.

Where standard contractual clauses apply, their governing law remains Irish law.