Smart Clerk Terms and Conditions

1. Definitions

"Account": The customer account created by a Customer to access the Service.

"Customer": The individual or entity that subscribes to and uses the Services provided by Smart Clerk, as agreed upon in this Agreement.

"Parties": Refers collectively to Smart Clerk and the Customer.

"Platform": The online interface where Smart Clerk services are accessed.

"Smart Clerk": Trade name for Arik Proptech B.V.

"Services": The range of functionalities, features, and capabilities offered by Smart Clerk as described on the Website or in this agreement.

"Website": The online platform accessible at https://smartclerk.ai/

2. Acceptance of Terms

By accessing or using the Service, customers agree to be bound by these Terms and Conditions as well as the Privacy Policy, which is incorporated herein by reference. If the customer does not agree with these terms, customer should not use the Service.

3. Description of Services

Smart Clerk provides a platform for processing and analyzing bank statements, invoices and related financial documents. The Service is continually evolving, and Smart Clerk reserve the right to modify, suspend, or discontinue any aspect of the Service at any time without prior notice.

4. Intellectual Property Rights

Smart Clerk retains all intellectual property rights in the Platform. This Agreement grants a non-exclusive, non-transferable, limited right to use the Platform. Customers are prohibited from copying, modifying, or reverse engineering any part of the Platform.

5. Obligations of Smart Clerk

Smart Clerk commits to maintaining the functionality and security of the Platform, providing regular updates, and ensuring reasonable uptime. However, Smart Clerk does not guarantee uninterrupted or error-free operation. Support services will be provided as described, with efforts made to resolve issues in a timely manner.

6. Account Usage Limits

Smart Clerk allows customers to upload bank statements and invoices under the following conditions:

Bank Statements: Each customer may upload up to 12 bank statements from the same bank account within a 12‑month period beginning on the date the subscription is activated. Once this limit is reached, additional credits may be purchased to continue using the Platform.

Invoices: Invoice processing is restricted to documents directly related to customer's company. Customers may only upload and process invoices that are either issued by their company (as the issuer) or addressed to their company (as the receiver). Invoices that do not involve customers' company in one of these roles are not permitted.

Smart Clerk reserves the right to enforce these limits to ensure fair access to the Platform for all customers.

7. Limitations of Liability and Disclaimers

The Service is provided on an "as is" and "as available" basis. Smart Clerk makes no warranties, express or implied, regarding the accuracy, reliability, or completeness of the Service. In no event shall Smart Clerk be liable for any indirect, incidental, or consequential damages arising from use of the Service. Customers' sole remedy for dissatisfaction with the Service is to discontinue using it.

8. Data Protection and Privacy

Smart Clerk is committed to protecting your data. Please review the Privacy Policy, which explains how Smart Clerk collects, uses, stores, and protects customer information. By using the Service, customer consents to such processing as described in the Privacy Policy. The Customer is responsible for ensuring that its use of Smart Clerk complies with data protection regulations.

9. Financial Terms

• Price Adjustments: Smart Clerk reserves the right to modify its pricing structure, including prices, payment models, and other associated fees. Such changes are primarily aimed at addressing economic factors like inflation and market cost increases. Customers will be duly notified of any pricing adjustments at least one month before their implementation, through email and/or in-platform notifications.
• Payment Schedule: Fees for the use of Smart Clerk's Platform are payable in advance. This payment is applicable for the agreed duration, either monthly or yearly, as per the agreement with the Customer. Smart Clerk will issue electronic invoices for these fees, and collect payments via credit card, subject to the agreed terms.
• Invoice Disputes: Any grievances or disputes related to the issued invoices must be communicated to Smart Clerk within ten days from the invoice date. Post this period, the Customer relinquishes the right to contest the charged fee.

10. Termination and Suspension

• Subscription Renewal: The agreement for Smart Clerk's services is automatically renewed each month under the same terms unless terminated by either party.
• Termination Notice: Both the customer and Smart Clerk retain the right to terminate the agreement. Such termination must be communicated in writing and will take effect at the end of the current subscription term, provided that a notice period of one month is observed.
• Immediate Suspension Rights: Smart Clerk reserves the right to immediately suspend the customer's access to the Platform, without the need for a formal notice or judicial intervention, under certain circumstances. These include situations where the customer fails to adhere to payment or other obligations related to the Platform usage, or in instances of the customer's bankruptcy, suspension of payments, cessation of business, liquidation, or any significant transfer of business assets.
• Data Export on Termination: Upon termination, Smart Clerk ensures that standard data export options are available within the Platform to allow customers to export their data.

11. Force Majeure

Neither party will be liable for delays or failures in performance caused by events beyond their reasonable control, such as natural disasters, war, or government actions. The affected party shall notify the other as soon as possible. If the event continues for over 30 days, either party may terminate the agreement without further liability.

12. Confidentiality

The Customer must maintain the confidentiality of all proprietary information obtained through the use of Smart Clerk. Breach of confidentiality could result in termination of the agreement and legal action.

13. Amendment to the Terms and Conditions

Smart Clerk reserves the right to modify these Terms and Conditions at any time. Smart Clerk will notify customers of any material changes by posting the revised Terms on our website and updating the "Last updated" date. Continued use of the Service following such changes constitutes your acceptance of the new Terms.

14. Marketing

The Customer consents to Smart Clerk using its name and logo for promotional purposes, subject to certain restrictions and guidelines.

15. Dispute Resolution and Governing Law

Any disputes arising under these Terms and Conditions shall be resolved through negotiation or mediation, and if necessary, through binding arbitration in accordance with the applicable rules. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware. Customers agree to submit to the exclusive jurisdiction of the courts located in Dover, Delaware for any disputes that cannot be resolved through arbitration.

16. Final Provisions

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. These Terms, together with our Privacy Policy, constitute the entire agreement between Customer and Smart Clerk regarding the use of the Service.