Miiwa - Terms and Conditions

Miiwa is provided exclusively to business customers. These Terms do not apply to consumers.

By signing or otherwise accepting an order, proposal or other agreement that refers to these Terms, the customer (the "Customer", "you", "your") accepts these Terms.

The specific order or other individual agreement (the "Order") and these Terms together constitute the agreement between Miiwa and the Customer.

Definitions

In these Terms:

"Miiwa Solution" means the overall solution purchased by the Customer, including implementation, agreed specialised AI agents, the Platform, Workspaces, Credits and other agreed services.

"Platform" means Miiwa's technical work platform through which the agreed specialised AI agents, Workspaces and other functionality are made available.

"Workspace" means a defined working environment with its own context, knowledge and access controls.

"Specialised AI Agent" or "Digital Specialist" means an AI agent configured by Miiwa for a specific job using relevant professional methods, workflows and company context.

"Specialist Job" means one complete run of a Specialised AI Agent for a defined task.

"Credit" means the unit of usage applied to Specialist Jobs as described in Section 06.

"Implementation Phase" means the initial part of the Agreement Term during which the agreed Miiwa Solution is established and tested.

The Miiwa Solution

Miiwa provides an AI-driven work platform together with implementation, specialised AI agents and related services as one integrated business solution.

Depending on the specific Order, the Miiwa Solution may include:

implementation of specialised AI agents for agreed jobs
Workspaces for relevant brands, markets, customers, teams or business areas
the Customer's relevant knowledge, context, brand, working methods, rules and materials
Miiwa's relevant professional methods and workflows incorporated into the Digital Specialists
access to the Platform
included Credits per Workspace
onboarding and training
Assistant Chat and other included Platform tools
maintenance of the Platform and the agreed Digital Specialists
other functionality and services specified in the Order

Miiwa is not provided solely as access to software. The implementation, agreed Digital Specialists, Platform and related services together constitute the Customer's Miiwa Solution.

The specific content and scope of the solution are set out in the Order.

Agreement Term

Unless otherwise stated in the Order, the Miiwa Solution is purchased for a fixed term of 12 months.

The Agreement Term begins on the date specified in the Order. The Implementation Phase forms part of the 12-month term.

The Implementation Phase is part of the overall solution and is not a trial period or a separate service that may be freely terminated.

The Customer purchases the Miiwa Solution as a whole for the full agreed term. The agreement is not a monthly cancellable software subscription.

The Customer may therefore not terminate the agreement for convenience before the end of the Agreement Term.

If the Customer chooses to stop using Miiwa, reduce its use of the solution, change strategy or budget, change supplier, reduce the number of users or stop using particular functionality, this does not affect the Customer's payment obligations under the Order.

Amounts already paid are not refundable in the event of ordinary early termination by the Customer.

The agreement does not renew automatically unless this is stated in the Order or separately agreed.

Implementation Phase

The Miiwa Solution normally begins with an Implementation Phase lasting approximately 4 to 6 weeks, unless otherwise stated in the Order.

During the Implementation Phase, Miiwa may, among other things:

identify and define the agreed Specialist Jobs
familiarise itself with the Customer's relevant knowledge and working methods
establish the agreed Workspaces and relevant context
build and configure the agreed Digital Specialists
combine Miiwa's relevant specialist methods with the Customer's company-specific knowledge and requirements
test the Digital Specialists on relevant tasks
make reasonable adjustments based on testing and feedback
carry out the agreed onboarding and training

The actual timeline also depends on the Customer providing the necessary materials, subject matter input, feedback and approvals within a reasonable time.

Delays caused by missing materials, input, availability or approvals on the Customer's side do not constitute a breach by Miiwa.

If such circumstances materially delay implementation, the timeline may be adjusted accordingly.

Free Credits during the Implementation Phase

During implementation, Miiwa will make available, at no additional charge, a reasonable number of Credits necessary to build, test and validate the agreed Digital Specialists.

These Credits:

are used for implementation and testing
do not reduce the Customer's normal monthly Credits
have no cash value
cannot be refunded or transferred
cannot be carried forward for later use

The normal monthly Credit allocation begins when the relevant Workspace is released for ordinary use.

Credits and AI Specialist Jobs

Unless otherwise stated in the Order, each active Workspace includes 200 Credits per month.

Credits belong to the individual Workspace and may be used by authorised users with access to that Workspace.

What is one Credit?

One Credit corresponds to one AI Specialist Job, meaning one complete run of a Specialised AI Agent for a defined task.

A Specialist Job may consist of several steps, such as research, information gathering, analysis, application of specialist methods and company context, structuring, production and relevant quality checks.

These internal steps form part of the same Specialist Job and do not each consume a separate Credit.

A new Specialist Job consumes one new Credit.

A separate new run, regeneration or other specialist task may consume a new Credit.

Functionality that is not Credit-based, including ordinary use of Assistant Chat and other functionality expressly included without Credit consumption, does not use Specialist Credits.

Included monthly Credits reset each month, do not automatically carry over to the following month, have no cash value and are not refundable if unused.

Additional Credits

The Customer may purchase additional Credit packages where offered by Miiwa.

The price, number of Credits, validity period and other terms will be stated at the time of purchase.

The purchase of additional Credits does not change the Agreement Term.

If a Specialist Job fails due to a verified technical error attributable to Miiwa and the Customer does not receive a usable result, the Credit used for that Specialist Job may be restored.

Fair Use of Other Functionality

Where functionality is described as unlimited, this means that no fixed ordinary usage limit applies to normal business use.

Unlimited use does not include abuse, automated mass usage, systematic resale, technical circumvention of restrictions or use that places an unreasonable burden on the Platform, its operation or third-party infrastructure.

Miiwa may apply reasonable technical and security restrictions in order to protect the stability and security of the Platform and the access of other customers.

Scope of the Customer's Solution

The Customer receives the solution specifically described in the Order.

Unless otherwise agreed, the solution does not automatically include:

additional Digital Specialists
additional Workspaces
major changes to existing Digital Specialists
new Customer-specific workflows
additional consulting
significant custom development
connections to external systems
other functionality outside the agreed scope

Such services may be agreed separately.

Miiwa may continuously improve and maintain the Platform and existing functionality.

Studio and Building AI Agents

Miiwa designs, configures and maintains the Digital Specialists included in the Customer's solution.

Studio and other self-service tools for building AI agents are not part of the standard Miiwa Solution.

Such functionality is only included where expressly agreed separately.

The Customer does not receive access to Miiwa's internal agent-building environment, system prompts, internal workflow logic, proprietary agent configurations, development tools, internal configuration tools or underlying specialist and system architecture.

The Customer receives access to the finished functionality included in the agreed solution.

Customer Knowledge, Data and Materials

The Customer retains all rights to its own data, documents, brand materials, product information, working methods, guidelines, business rules, examples, standard operating procedures, internal knowledge, proprietary materials and other Customer Content.

Miiwa's technical systems may use and process such materials to the extent necessary to establish, provide, operate, secure and maintain the Customer's Miiwa Solution.

The Customer's stored prompts, generated Outputs and other relevant stored Customer Content are protected through encryption and access controls. Miiwa personnel have no ordinary access to the Customer's stored work content through administration or support functions.

Miiwa's systems may decrypt work content automatically to deliver the solution. Approved service providers may process necessary information in accordance with the DPA and Sub-processor List.

The Customer is responsible for having the necessary rights to all materials made available to Miiwa.

The Customer is responsible for keeping company-specific knowledge, rules and materials reasonably up to date where their accuracy or currency affects the results.

Miiwa's Intellectual Property Rights

Miiwa retains all rights to its own technology, specialist knowledge, methods and know-how, including the Platform, source code, system architecture, AI and context architecture, agent architecture, specialist methods, workflow design, system prompts, instructions, internal frameworks, configuration logic, templates, documentation, product design, trademarks and other proprietary know-how.

The Digital Specialists may combine Miiwa's professional methods, technology and know-how with the Customer's own knowledge, context and working methods.

The Customer's information does not become Miiwa's property because it is used in the solution.

Likewise, Miiwa's underlying specialist methods, technology, prompts, architecture or system logic do not become the Customer's property because they are used in the Customer's solution.

The Customer receives a limited, non-exclusive and non-transferable right to use the Miiwa Solution during the Agreement Term.

Rights to Output

The Customer may use, edit, publish, distribute and commercially exploit Output produced for the Customer through Miiwa, including after the Agreement Term has ended.

This right of use is not time-limited.

To the extent that transferable intellectual property rights arise in an Output and such rights belong to Miiwa, those rights are assigned to the Customer once the Customer's payment obligations relating to the relevant Output have been fulfilled.

The right of use or assignment does not include Miiwa's underlying specialist methods, prompts, agent architecture, workflows, templates, system logic, Platform or other intellectual property rights.

AI-generated material may be identical or similar to material generated for others.

Miiwa does not guarantee exclusivity or that AI-generated Output will in itself qualify for copyright or other intellectual property protection.

Existing third-party rights remain unaffected.

AI-generated Output and Human Review

Miiwa is designed to perform a substantial part of defined specialist work.

AI-generated Output may nevertheless contain errors, omissions, outdated information or unexpected results.

The Customer is responsible for applying appropriate human review before material Output is published, sent externally, used commercially, relied upon for material decisions or used in a way that affects the rights or interests of other persons.

Miiwa does not guarantee that every Output will be factually correct, complete, unique or suitable for every particular purpose.

Customer Responsibilities and Permitted Use

The Customer is responsible for:

providing necessary information and materials
ensuring lawful use of the Customer's data and materials
protecting login credentials
managing user access
applying appropriate human review
using the solution in accordance with applicable law

The Customer may not use Miiwa for unlawful purposes, circumvent access controls or usage restrictions, reverse engineer the Platform, attempt to extract proprietary system prompts or source code, resell Miiwa without written permission or attempt to compromise the security or operation of the Platform.

The Customer must also not use Miiwa for AI practices prohibited under the EU AI Act or other applicable law.

Special Categories of Personal Data and Regulated Data

The Customer may only process special categories of personal data, data relating to criminal convictions and offences, or other specially regulated data through Miiwa where a lawful basis for processing exists and the use falls within the agreed solution and applicable data protection terms.

Where a particular use requires special technical, contractual or regulatory measures, Miiwa may require a separate agreement before that use is enabled.

EU AI Act and Other AI Regulation

Miiwa and the Customer must each comply with the obligations applicable to their respective roles under the EU AI Act, Regulation (EU) 2024/1689, as amended, and other applicable AI legislation.

Miiwa is responsible for the obligations applicable to Miiwa's role in developing and providing the agreed solution.

The Customer is responsible for the obligations arising from the Customer's specific use and deployment of the solution.

Where relevant, the Customer must ensure appropriate:

human oversight
internal procedures
AI literacy among relevant users
use in accordance with the agreed purpose
transparency towards persons interacting with or affected by AI
other measures required by applicable AI regulation

Miiwa will provide the information and instructions that Miiwa is required by applicable law to provide.

High-risk and Other Regulated AI Uses

A use case that is or may become classified as high-risk, or is otherwise subject to specific requirements under the EU AI Act, may only be used as part of Miiwa if that use is expressly covered by the Order or a separate agreement.

This includes certain uses relating to recruitment, candidate filtering, candidate assessment, employee management and other areas covered by the EU AI Act's rules on high-risk systems.

Where a use is high-risk, Miiwa may require a separate AI Act addendum, additional documentation, different technical arrangements or amended commercial terms.

General access to Miiwa does not in itself mean that the solution is approved for every high-risk use.

Optional Connections to Third-party Systems

Connections to third-party systems or external data sources are not a standard part of every Miiwa Solution.

Such connections are only offered where specifically agreed with the Customer and may be limited to selected customers, systems or use cases.

If such a connection is separately agreed, its availability and functionality may depend on the third-party provider, the Customer's licences and permissions, API availability, technical requirements and subsequent changes made by the third party.

Third-party services are subject to their own terms.

Miiwa is not responsible for errors, limitations, discontinuation, API changes, price changes or other circumstances relating to third-party providers that Miiwa cannot reasonably control.

AI and Infrastructure Providers

Miiwa may use third-party providers for parts of the solution, including AI models, cloud infrastructure, hosting, storage, authentication, communications and other technical infrastructure.

Miiwa may change underlying providers where reasonably necessary for quality, security, availability, performance or product development.

No specific underlying AI model or provider is guaranteed unless separately agreed in writing.

Miiwa is not responsible for interruptions or degraded operation caused by circumstances relating to such providers that are outside Miiwa's reasonable control.

Availability and Downtime

Miiwa aims to provide stable and reliable operation but does not guarantee uninterrupted or error-free availability.

Unless a separate written Service Level Agreement has been entered into, no specific uptime percentage or response time is guaranteed.

Temporary service interruptions may arise from, among other things, scheduled or emergency maintenance, security updates, outages affecting AI or cloud providers, capacity constraints, internet or telecommunications failures, the Customer's own systems, cyberattacks or other circumstances outside Miiwa's reasonable control.

Temporary downtime does not in itself entitle the Customer to terminate the agreement, withhold payment, receive a refund, extend the Agreement Term or claim compensation.

Miiwa will take reasonable steps to limit and remedy service disruptions where Miiwa is able to do so.

Force Majeure

Neither party is liable for delay or failure to perform caused by circumstances beyond that party's reasonable control.

Such circumstances may include natural disasters, war, civil unrest, government action, major power failures, widespread internet outages, serious cyberattacks, significant cloud or infrastructure failures, failure of critical third-party providers or changes in law that make a service unlawful or impossible to provide.

A temporary force majeure event suspends the affected obligation for as long as the impediment continues.

Payment obligations that have already fallen due are not suspended.

If force majeure makes a material part of the Miiwa Solution impossible to provide for more than 90 consecutive days, either party may terminate the affected agreement by written notice.

The parties' financial obligations following such termination will be determined in accordance with the Order, these Terms and applicable law.

Security and Workspace Separation

Miiwa applies appropriate technical and organisational security measures to protect the Customer's information and access to the Platform.

Workspaces may be used to keep knowledge and context separate between, for example, brands, customers, markets, teams, departments or business areas.

Access may be restricted to relevant users based on the roles and permissions supported by the Platform.

The Customer's stored prompts, generated Outputs and other relevant stored Customer Content are protected through encryption and access controls.

Access to stored Customer Content takes place through the Customer's authorised user accounts. Miiwa personnel have no ordinary access to the Customer's stored work content through administration or support functions.

Miiwa's technical systems may process data to the extent necessary to perform Specialist Jobs, store results, make them available to the Customer's authorised users and provide the Platform's other agreed functionality.

No internet-based or AI-driven solution can guarantee absolute security.

The Customer must notify Miiwa without undue delay of any known or suspected unauthorised access, compromised login credentials or other security incidents.

International Transfers of Personal Data

If personal data is transferred to, or made accessible from, a country outside the EU or EEA, Miiwa will use a valid transfer mechanism under the GDPR where required.

This may include:

an adequacy decision
the European Commission's applicable Standard Contractual Clauses
another valid transfer mechanism under the GDPR

Where Standard Contractual Clauses are used, the relevant modules and any necessary supplementary measures form part of the applicable data protection arrangements.

Further information about sub-processors and relevant international transfers is available in the DPA, Privacy Policy or Miiwa's relevant data protection documentation.

Customer AI Interactions and Stored Outputs

When a user uses a Digital Specialist or another AI function in Miiwa, Miiwa's technical systems process the user's input together with the relevant company context, instructions and other information necessary to perform the specific task.

Where necessary for the task, relevant parts of the information may be processed by the AI model or other service provider used for the relevant run, in accordance with Miiwa's Privacy Policy, DPA and Sub-processor List.

Prompts, generated Outputs, assets and relevant information relating to runs may be stored in the Customer's Workspace so that the Customer's authorised users can access previous work and results.

The Customer's stored prompts, generated Outputs and other relevant stored Customer Content are protected through encryption and access controls.

Miiwa personnel have no ordinary access to the Customer's stored work content through administration or support functions.

Miiwa's technical systems may automatically process the information in order to generate Outputs, store results, display them to the Customer's authorised users and provide other functionality within the Platform. Work content is encrypted at the application level before storage, and the systems may decrypt it automatically for authorised processing and display. This encryption covers stored work content in Supabase and R2 and Suite storage. MiiwaCrawl’s separate working database containing crawl jobs and document cache is not covered by this application encryption.

Miiwa does not use the Customer's prompts, Outputs, company context or other confidential Customer Content for marketing, profiling or training general-purpose or publicly available AI models.

Miiwa may process necessary technical metadata, operational information, security information and other system data for the purposes of providing, protecting, monitoring and troubleshooting the Platform.

If the Customer requires support concerning a specific prompt, Output or other content that personnel have no ordinary access to, the Customer may choose to make the relevant material available to Miiwa, for example by copying, exporting or otherwise sharing the specific material.

Miiwa does not obtain access to any other stored Customer Content as a result of such a support request.

Data Retention and Deletion

Personal data, prompts, Outputs, assets, run history, Workspace content and other materials may be stored where necessary for the agreed functionality or to allow the Customer's authorised users to access previous work and results.

Stored Customer Content is protected through the Platform's access controls and applicable encryption. Miiwa personnel have no ordinary access to the Customer's stored work content through administration or support functions.

Personal data and other stored materials are retained in accordance with the retention periods and principles set out in Miiwa's Privacy Policy, DPA and the relevant functionality.

The solution is not end-to-end encryption. People with sufficient control over production code, secrets or identity systems can technically bypass the access policy. Older backups, PITR, logs and caches follow separate retention and deletion periods; historical content is described as fully migrated only after remaining copies have been deleted or expired.

Upon expiry of the agreement, personal data processed by Miiwa as processor will be deleted or returned in accordance with the DPA and the Customer's lawful instructions.

The Customer should retain its own copies of important original documents and data.

Unless expressly agreed otherwise, Miiwa is not the Customer's sole archive or backup solution for critical business data.

Confidentiality

Each party must keep the other party's Confidential Information confidential.

Confidential Information includes, among other things, non-public business information, strategies, know-how, Customer Data, pricing, commercial matters, technical information, product plans, specialist methods, configurations and architecture.

The confidentiality obligation does not apply to information that the receiving party can demonstrate was already publicly known, was already lawfully known to the receiving party, was independently developed without use of the other party's Confidential Information, or was lawfully received from a third party without an obligation of confidentiality.

Confidential Information may be disclosed where required by law or by a competent authority.

The confidentiality obligation continues after termination of the agreement.

Trade secrets and other information that by its nature remains confidential must continue to be treated as confidential for as long as it retains that character.

Support and Maintenance

Ordinary technical maintenance of the agreed Miiwa Solution is included during the Agreement Term unless otherwise stated in the Order.

This may include Platform maintenance, bug fixes, security updates, necessary technical adjustments resulting from changes made by underlying providers, and reasonable maintenance of the agreed Digital Specialists.

Miiwa personnel have no ordinary access to the Customer's stored work content through administration or support functions. Support uses only material the Customer chooses to share.

If a support request requires access to a specific prompt, Output or other Customer Content, the Customer must choose to make the relevant material available to Miiwa.

In that case, Miiwa will only process the material specifically shared by the Customer and only to the extent necessary to handle the relevant support request.

Unless otherwise agreed, ordinary maintenance does not include new Digital Specialists, new Workspaces, material changes to the Customer's needs, substantial rebuilding of existing Digital Specialists, new Customer-specific workflows, additional consulting or significant custom development.

Support is provided on a commercially reasonable basis unless specific response times are agreed in an SLA or the Order.

Changes to Miiwa

Miiwa is continuously developed.

Miiwa may change underlying AI models, technical components, user interfaces, internal architecture, infrastructure and security mechanisms.

Such changes must not, without reasonable cause, materially remove the core functionality specifically purchased by the Customer for the current Agreement Term.

Miiwa does not guarantee that the technical structure, underlying models or individual functionality will remain identical throughout the Agreement Term.

Price and Payment

The total price for the Miiwa Solution and the payment schedule are set out in the Order.

The payment schedule does not change the fact that the Customer has purchased the Miiwa Solution for the entire Agreement Term.

If the total annual price is invoiced monthly, quarterly or in other instalments, those payments constitute instalments of the agreed total price. They do not make the agreement a monthly or otherwise continuously cancellable subscription.

The Customer must pay invoices on the agreed due dates.

If the Customer disputes an invoice, the Customer must notify Miiwa without undue delay and continue to pay the undisputed portion on time.

In the event of late B2B payment, Miiwa may charge statutory late-payment interest and statutory compensation, together with reasonable additional recovery costs, in accordance with applicable Cypriot law.

If an undisputed overdue amount remains unpaid following reasonable written notice, Miiwa may suspend the Customer's access.

Suspension does not affect the Customer's payment obligations.

All prices are exclusive of VAT unless otherwise stated.

No Ordinary Early Termination or Refund

The Miiwa Solution is established and provided on the basis of a fixed Agreement Term and an agreed total price.

Once the Customer has accepted the Order, the Customer is obliged to pay the agreed price in accordance with the payment schedule.

The Customer may not terminate the agreement for convenience before the end of the Agreement Term.

If the Customer chooses to stop using Miiwa, this does not affect the Customer's payment obligations.

No refund or price reduction will be provided solely because usage is lower than expected, Credits are unused, employees leave the organisation, internal priorities or budgets change, strategy changes, the Customer chooses another solution or parts of Miiwa are used less than expected.

This Section does not limit the Customer's rights in the event of an uncured material breach by Miiwa under Section 32.

Material Breach and Termination

If either party materially breaches the agreement, the other party may send written notice describing the breach.

Where the breach is capable of remedy, the breaching party will generally have 30 days to remedy it.

If the material breach is not remedied within that period, the other party may terminate the agreement.

Miiwa may immediately suspend the Customer's access where reasonably necessary due to unlawful use, a serious security risk, attempted unauthorised access, deliberate abuse, serious infringement of Miiwa's intellectual property rights or material non-payment.

If the agreement is terminated due to the Customer's breach, this does not affect payment claims already due, payment for services already provided or Miiwa's right to compensation or damages to which Miiwa is entitled under the agreement and applicable law.

The agreement must not be interpreted as requiring the Customer automatically to pay a contractual penalty that is unenforceable under applicable Cypriot law.

Customer Responsibility for Its Own Materials and Use

The Customer is responsible for third-party claims that directly result from materials the Customer was not entitled to make available, the Customer's unlawful use of Miiwa or the Customer's intentional infringement of third-party rights.

The Customer must indemnify Miiwa against such claims to the extent that the claim is not caused by Miiwa's own acts or breach.

Miiwa must provide the Customer with reasonable information and an opportunity to participate in the handling of such a claim.

Limitation of Liability

Neither party is liable for indirect or consequential loss.

In particular, Miiwa is not liable for indirect loss of profit, indirect loss of revenue, indirect loss of business opportunities, indirect reputational damage, loss resulting from the use of AI-generated Output without appropriate human review, or loss caused by inaccurate, incomplete or outdated information provided by the Customer.

Miiwa is also not liable for circumstances relating to third-party providers outside Miiwa's reasonable control, except where Miiwa is itself responsible under applicable law for the selection or management of such provider.

Miiwa's total liability in connection with a particular 12-month agreement may not exceed the total price paid or payable to Miiwa for that Agreement Term.

The limitations of liability do not apply to the extent liability cannot lawfully be limited or excluded under applicable law.

They also do not apply to fraud or wilful breach by Miiwa and apply to gross negligence only to the extent that such limitation may lawfully be agreed.

Professional Standard and Commercial Results

Miiwa will perform the agreed implementation and related services with reasonable professional care and skill.

Miiwa does not guarantee any particular increase in revenue, cost saving, time saving, ROI or other specific commercial outcome.

Examples, calculations, expected efficiency gains and descriptions of potential impact are illustrative unless expressly guaranteed in the Order.

Actual results depend on, among other things, the Customer's specific tasks, use, materials, data, organisation, market and the manner in which results are used.

Expiry of the Agreement Term

At the end of the Agreement Term, the Customer's access to Miiwa ends unless the parties agree a new term.

The Customer retains its rights to previously produced Output under Section 12.

The Customer is responsible for exporting or downloading any materials it wishes to retain before the end of the Agreement Term where the relevant functionality permits this.

Customer Data will subsequently be deleted or otherwise handled in accordance with the DPA, Privacy Policy and applicable law.

Termination or expiry of the agreement does not transfer Miiwa's specialist architecture, specialist methods, system prompts, internal configurations, workflows, source code or other proprietary technology to the Customer.

Customer References

Miiwa will not publicly use the Customer's name, logo, Confidential Information or results as a customer case study, reference or testimonial without the Customer's permission.

Any public use will be agreed separately.

Changes to the Terms

Miiwa may update these Terms as a result of changes in law, regulatory requirements, security matters, underlying technology, providers or necessary operational circumstances.

Changes to the general Terms do not retroactively alter the Customer's specifically agreed price, Agreement Term or material commercial scope.

Material changes affecting an existing agreement will be notified in writing.

If a material change is not required due to law, security or other circumstances outside Miiwa's control and materially reduces the Customer's agreed rights, the change requires the Customer's acceptance.

Order of Precedence

If the agreement documents conflict, the following order of precedence applies:

a specifically negotiated and signed individual agreement
the Order
the DPA for matters relating to the processing of personal data
these Terms
other general product documentation

The Order defines the Customer's specific commercial scope, including price, Agreement Term, Workspaces, Digital Specialists, Credits, implementation, training and other agreed services.

Assignment

The Customer may not assign the agreement to another legal entity without Miiwa's written consent.

Miiwa may assign the agreement in connection with a merger, restructuring, acquisition, sale of the business or a substantial part of it, or transfer to an affiliated company, provided that the Customer's material rights are not adversely affected.

Notices

Formal notices under the agreement may be sent electronically to the contact persons and email addresses specified by the parties in the Order.

Each party is responsible for informing the other of changes to its contact information.

Notice of material breach, termination or any other material legal notice must be given in writing.

No Waiver

If a party fails to enforce a right or provision at any particular time, this does not mean that the party permanently waives that right or provision.

Severability

If any provision of the agreement is found to be wholly or partly invalid or unenforceable, this does not affect the validity of the remaining provisions.

The parties must, to the extent possible, replace the affected provision with a valid provision that most closely reflects its original purpose.

Entire Agreement

The Order, these Terms and any relevant addenda together constitute the entire agreement between the parties concerning the Miiwa Solution.

Website content, presentations, demonstrations and marketing materials do not amend the agreement unless expressly incorporated into the Order.

A demonstration of a possible use case or possible result does not in itself guarantee that the same use case, functionality or result forms part of the Customer's specific solution.

Governing Law and Jurisdiction

The agreement and these Terms are governed by the laws of the Republic of Cyprus.

The courts of the Republic of Cyprus have exclusive jurisdiction to resolve disputes arising out of or in connection with the agreement.

The Order must expressly refer to these Terms and to this governing law and jurisdiction provision.

The EU Rome I Regulation allows commercial parties to choose the law governing their contract, and Article 25 of the Brussels I bis Regulation allows parties to agree on exclusive jurisdiction where the jurisdiction agreement satisfies the applicable formal requirements.

Acceptance and Documentation

The Order must specify or refer to the version and date of these Terms accepted by the Customer.

The Terms must be made available in a manner that allows the Customer to save or download them.

Miiwa may retain evidence of the Customer's acceptance of the Order and the applicable version of these Terms.

Contact

Questions regarding these Terms may be sent to:

info@miiwa.ai