Terms and Condition

Last updated: 31/10/2024

Preamble

Counzel.ai offers an AI-driven platform designed to support professionals in legal, tax, and financial domains. Our platform includes a Question and Answer (QnA) chat module, customizable implementations, and additional modular features, all provided under a subscription plan.

These Terms of Service (“Terms”) govern all access to and use of Counzel.ai’s services (the “Counzel Services”) by the Customer.

This Agreement is effective from the Effective Date and remains in effect until terminated by either Party (the “Subscription Term”).

  1. Definitions

Capitalized terms in this document are defined as follows:

  • "Counzel Services": Services provided by Counzel.ai, including but not limited to the QnA chat module, customized implementations, and additional modules.
  • "Paid Services": Counzel Services provided to the Customer in exchange for a fee.
  • "Conversation": Any interactive exchange between the Customer and Counzel.ai, including user prompts and outputs generated by Counzel.ai in response.
  • "Effective Date": The date the Customer first subscribes to and/or uses the Counzel Services.
  • "Subscription Term": The duration of this Agreement until termination by either Party.
  • "Customer Data": Anonymized data, including prompts and outputs, collected from Customer interactions on the platform.

For capitalized terms not defined here, the definitions from Counzel.ai’s Terms of Use apply.

  1. Purpose and Scope
  • Purpose: This Agreement outlines the rights and obligations of Counzel.ai and the Customer regarding the subscription to and use of the Counzel Services.
  • Contractual Documents: This Agreement includes (i) any Purchase Order, (ii) these Terms, (iii) the Terms of Use, (iv) the Data Processing Agreement, and (v) any referenced or linked documents. All are incorporated by reference.
  • Hierarchy: In case of a conflict between these documents, the terms of the highest-ranking document will prevail.
  1. Acceptance

General Principle: By accessing or using the Counzel Services, the Customer agrees to be bound by these Terms. Acceptance is indicated by clicking "I agree" on the website or signing a Purchase Order.

  1. The Counzel Services

4.1 Provision of Services

During the Subscription Term and subject to the Customer’s compliance with this Agreement, Counzel.ai will provide access to the Counzel Services under these Terms.

4.2 Counzel Platform Features

Counzel.ai offers a range of features, including:

  • QnA Chat Module: A core module enabling users to retrieve insights from a legal, tax, and financial database. This module is available only under a paid subscription.
  • Customized Implementations: Tailored, containerized instances of Counzel.ai for enterprise customers who require customized data integrations or specific modules.
  • Additional Modules: Supplemental features available as part of our paid services, enhancing the QnA functionality and providing targeted support for specialized needs.

License: Counzel.ai grants the Customer a worldwide, revocable, non-exclusive, non-sublicensable, and non-transferable license to use the Counzel Services for generating outputs in compliance with these Terms and applicable law.

Restrictions: The Customer may not share individual conversations, sublicense the Counzel Services, or integrate them into other products without express permission. Any misuse beyond the authorized scope is prohibited.

4.3 Customer Data and Privacy

Counzel.ai is committed to ensuring user privacy. We collect only anonymized data for the purpose of model improvement, ensuring it cannot be linked back to any specific user. This includes:

  • Anonymized Data Use: Only anonymized data is used for statistical analysis and service improvements, with no identifying characteristics attached.

  • Retention Periods:

  • Conversations and Records: Retained for up to 18 months to allow users to revisit past records as needed.

  • Contact Information: Retained for up to 12 months following the end of a subscription for administrative purposes.

  • Generated Interactions: Deleted or anonymized after the retention period, allowing anonymized data use for product improvement without compromising user privacy.

  • Data Handling: Raw conversations or interactions containing identifiable personal information are never used for product enhancement unless formal user consent is provided.

  1. Consent and Communication

If you provide consent to be contacted for future commercial purposes, this consent will remain valid for up to 2 years, unless you choose to revoke it. You may withdraw consent at any time by responding to our communication with “Revoke my consent to be contacted for commercial purposes.” Under no circumstances will Counzel.ai share your contact information with third-party companies outside of Counzel.ai and affiliated consulting services.

  1. Service Availability and Maintenance

Counzel.ai aims to provide continuous access to the Counzel Services but may suspend access temporarily for maintenance or other necessary adjustments. Temporary downtime does not entitle the Customer to refunds.

Exclusions: Counzel.ai is not liable for service unavailability due to external factors, such as force majeure events, unauthorized Customer use, or third-party failures.

  1. Data Residency and Access Controls
  • Data Residency: Our primary servers are located within the European Union, ensuring GDPR compliance. In rare cases where EU servers are inaccessible, data may be processed temporarily by non-EU providers; however, this data is not retained by third-party AI providers.
  • Access Controls: Access to data is restricted to authorized Counzel.ai technical team members for support and maintenance purposes only. Any other access requires explicit user consent.
  • Encryption: All data, both in transit and at rest, is encrypted on Microsoft Azure cloud servers, which provide industry-standard security protections.
  1. Moderation Policy

Counzel.ai is committed to ethical AI use. We apply strict guidelines to ensure all generated content aligns with our policies:

  • Neutrality and Empowerment: We provide a balanced tool designed to support informed decision-making in a professional context.
  • Transparency: We operate with transparency about our models, policies, and user responsibilities.
  • Compliance: Misuse of the platform, including attempts to generate harmful, illegal, or unethical content, may result in suspension or termination of the Customer’s account.
  1. Changes to Terms of Service
  • Minor Changes: Counzel.ai may update these Terms periodically.
  • Substantial Changes: For major changes, Counzel.ai will notify Customers 30 days in advance. If the Customer disagrees with such changes, they may terminate the Agreement during this notice period.