Terms of Service

"Service" means the PackGuru software platform and the features, modules, interfaces, hosted services, documentation, updates and support expressly made available under the applicable Order. It may include AI-assisted knowledge management, training content, factory telemetry analysis, maintenance assistance, integrations and on-premises or edge components, but only to the extent included in the contracted scope.

"Order" means a Commercial Agreement, Master Services Agreement, Order Form, Statement of Work, subscription agreement or other written contractual document agreed by the Parties specifying scope, pricing, duration, service levels or other commercial and technical terms. References to an Order include applicable agreed schedules and amendments.

"Authorized Users" means Customer's employees and other persons, including permitted contractors, integrators and original equipment manufacturers, whom Customer authorizes to access the Service within its contracted scope and for whom Customer remains responsible, except to the extent otherwise stated in an Order.

"Customer Data" means information supplied by or on behalf of Customer to the Service or collected from Customer's environment in delivering the Service, including files, videos, photographs, audio, manuals, standard operating procedures, recipes, technical documentation, production telemetry, machine configuration, operational records and personal data processed on Customer's behalf. Customer Data includes confidential manufacturing information whether or not it is personal data.

"Output" means content produced by the Service from Customer Data or Customer instructions, including summaries, translations, training modules, generated procedures, reports, recommendations and other AI-assisted results.

"DPA" means the data processing agreement or addendum validly agreed between the Parties and applicable where PackGuru processes personal data as processor on Customer's behalf.

"Applicable Law" means laws and regulations applicable to the relevant Party and performance of the Service, including applicable data-protection, cybersecurity, intellectual-property and AI laws.

"Agreement" means the contract between the Parties for the Service, consisting of the applicable Order, these Terms where incorporated or validly accepted under Clause 2.1, the applicable DPA and any expressly incorporated schedules. Clause 2.3 governs any conflict between those documents.

The contractual relationship arises under the applicable Order or, where an online purchase mechanism is offered, on valid acceptance of these Terms by a person authorized to bind Customer. These Terms apply only insofar as they are incorporated into that relationship or validly accepted under Applicable Law. Access by an individual Authorized User alone does not override an existing signed enterprise agreement.

The Parties may negotiate different conditions for enterprise customers, including service levels, liability, applicable law, data residency, security, intellectual property, permitted AI processing, subcontractors, audit rights, support and termination. Such agreed conditions are permitted and enforceable according to their terms.

Any express order-of-precedence clause in a signed enterprise agreement governs the documents within that enterprise contract. Otherwise, to the extent of a conflict: (a) the applicable DPA governs the processing of personal data on Customer's behalf; (b) an individually negotiated and signed Order governs commercial, technical, operational, confidentiality and intellectual-property matters; and (c) these Terms apply as supplementary general conditions. No provision of these Terms diminishes a more specific obligation validly assumed in an Order or DPA.

These Terms do not unilaterally amend, replace or supersede any existing signed Order. Changes to a signed enterprise contract require the method of amendment specified in that contract.

Subject to Customer's compliance with the Agreement and payment obligations in the Order, PackGuru grants Customer, during the contracted term, a limited, non-exclusive, non-transferable right to access and use the Service for Customer's and its permitted affiliates' internal business purposes, within the purchased scope. Use by an affiliate requires authorization under the relevant Order or PackGuru's written consent.

Customer may allow Authorized Users, including approved implementation partners, contractors and OEM personnel, to use the Service where reasonably necessary for the agreed deployment or operations, provided they are bound by appropriate confidentiality and security obligations. Such access is not a right to resell or independently sublicense the Service.

A separate Order may govern equipment, edge devices, installation, integration, hosting, delivery, ownership of hardware and third-party licenses. Nothing in these Terms transfers ownership of hardware or software beyond what the applicable Order expressly grants.

Features, availability commitments, implementation milestones, support response times and service credits apply only where stated in an Order or applicable SLA. Product descriptions and marketing materials are not independent guarantees of unpurchased features.

Customer shall designate account administrators, manage its Authorized Users and promptly withdraw access when no longer required. Customer is responsible for permissions assigned by its administrators and for safeguarding user credentials, except where a security incident results from PackGuru's breach of its own obligations.

Authorized Users shall use individual accounts where required by the Service's access-control design; shall not share authentication credentials contrary to PackGuru's security instructions; and shall use available multi-factor authentication where required under the applicable configuration or Order.

PackGuru shall implement and maintain risk-appropriate technical and organizational measures for the systems it controls, including access restrictions, security monitoring, protection of data in transit and at rest as applicable, and incident response procedures. Detailed commitments, audit rights and response times are governed by the applicable Order, DPA and security schedules.

Customer retains responsibility for its industrial control environment, including the safety and authorization of any connection to PLCs, OT networks, cameras, robots, machinery and edge equipment under Customer's control. Deployment requirements, permitted network paths and division of responsibilities must be defined in the applicable Order, architecture approval or implementation plan.

Customer shall use the Service lawfully, in accordance with the Order, applicable documentation and reasonable security instructions. Customer shall not, and shall not permit others to: (a) access systems or data without authorization; (b) deliberately interfere with security or availability; (c) introduce malware or harmful code; (d) unlawfully copy, reverse engineer or misappropriate the Service, subject to mandatory statutory exceptions; (e) remove proprietary notices; (f) resell or provide the Service as an independent product without a separate agreement; or (g) use the Service to violate third-party rights.

Customer is responsible for the legality, accuracy and rights clearance of Customer Data it submits or instructs PackGuru to collect, including intellectual-property rights, workplace-monitoring requirements, notices, lawful bases and any legally necessary employee consultations or authorizations. This allocation does not release PackGuru from obligations imposed on it by Applicable Law or the DPA.

Where operator-level monitoring, video or audio recording, biometric-capable functions or similar sensitive features are contemplated, Customer shall determine and document the lawful scope, employee information and safeguards required for the particular deployment. Such features are enabled only as contracted and configured; this provision does not itself authorize monitoring.

Customer shall not use the Service as the sole basis for decisions affecting human safety, machine safety, regulatory conformity or the operation of hazardous equipment. Qualified personnel shall review and authorize safety-relevant actions. Automated machine control or autonomous physical action requires an expressly agreed scope and appropriate safety, security and risk assessments.

As between the Parties, Customer and its licensors retain all ownership and intellectual-property rights in Customer Data. This includes confidential know-how, production recipes, SOPs, telemetry, machine parameters, recordings and other manufacturing information. PackGuru does not acquire ownership of Customer Data by receiving, hosting, analyzing or transforming it.

Customer grants PackGuru and its permitted service providers a limited, non-exclusive, non-transferable except to permitted subcontractors, royalty-free right to host, access, copy, transmit, convert, analyze, display and otherwise process Customer Data solely as necessary to (a) deliver and support the contracted Service; (b) perform Customer's documented instructions; (c) maintain its security, reliability and continuity; (d) produce the requested Output; and (e) comply with Applicable Law or agreed contractual obligations. Any subcontractor's access is limited to what is necessary for the relevant service.

The license in Clause 6.2 does not authorize PackGuru to sell Customer Data, disclose it to another customer, exploit Customer's confidential manufacturing information for unrelated purposes, or train models shared among customers. Broader uses require a specific, express written agreement; a general reference to improving the Service is not such authorization.

Customer authorizes PackGuru to process machine telemetry and related information for the contracted analytics, maintenance and reporting functionality. Customer-specific confidential information shall not be transformed into a cross-customer product or benchmark without an additional lawful contractual basis and safeguards protecting Customer's confidential know-how.

PackGuru may use aggregated service-operational metrics that do not identify or reasonably permit identification of Customer, individual persons, production recipes or confidential operating methods solely to measure and improve the technical performance, reliability, security and usability of the Service, provided this is lawful and consistent with the applicable Order and DPA. This provision does not permit re-identification, disclosure of Customer Data or training of cross-customer AI models on Customer Data.

The Service may use AI-assisted retrieval, summarization, translation, transcription, recommendations, multimedia processing and other functions based on Customer's configured knowledge base and operational information. Processing Customer Data to generate an answer or Output is not, by itself, permission to train or fine-tune a generally shared model.

PackGuru shall not use Customer Data to train, fine-tune or improve general-purpose or cross-customer models used for the benefit of other customers, and shall not knowingly permit an AI subprocessor to use Customer Data for that purpose, without Customer's specific prior written authorization. A separate agreement may authorize a precisely defined exception, including its scope, purpose, data categories and safeguards.

Customer-specific retrieval indexes, embeddings, configurations and model grounding may be operated to provide the contracted Service within Customer's isolated environment and subject to Customer's instructions. Training or fine-tuning a model dedicated to Customer using Customer Data requires authorization in the applicable Order or a separate written instruction specifying the permitted use, security and retention treatment. No Customer-specific model or data may be made available to another customer without separate express authorization.

PackGuru may engage suitably controlled third-party AI service providers to deliver the Service, subject to confidentiality, security, processor and data-use restrictions applicable to the contracted processing. Any processing of personal data by such providers is also governed by the DPA and applicable subprocessor rules.

AI-generated Output may contain errors, omissions or unsuitable recommendations. Customer must apply competent human verification, particularly before using Output for production settings, maintenance interventions, employment decisions, safety-critical decisions or legal and regulatory compliance. PackGuru remains responsible for the express service obligations it assumes under the Agreement and Applicable Law; this Clause does not exclude such obligations.

The Parties shall each comply with AI-related duties assigned to them by Applicable Law in their respective roles. Nothing in these Terms represents that a particular use case has automatically been classified, certified or approved under any specific AI regulatory regime.

PackGuru and its licensors own the Service, software, source code, product architecture, general models, algorithms, pre-existing technology, templates, methods, interfaces, deployment tools and improvements to these, excluding Customer Data and any rights expressly transferred in an Order ("PackGuru Technology"). No rights to PackGuru Technology are transferred except the express right to use the Service.

Subject to PackGuru's rights in PackGuru Technology, third-party rights and any applicable Order, as between the Parties Customer owns its Customer Data and has the right to use and exploit Outputs created specifically from its Customer Data for its internal business purposes. Generation of an Output does not transfer underlying PackGuru Technology or guarantee exclusive intellectual-property rights in AI-generated material.

The Customer retains its pre-existing templates, videos, recordings, diagrams, procedures and other proprietary materials, including when reformatted or translated by the Service. Unless specifically agreed in writing, PackGuru may not publish Customer-branded case studies or identify Customer as a reference.

If Customer voluntarily gives non-confidential feedback about Service features, PackGuru may use the ideas for product development without compensation, provided it does not disclose Customer Data, personal data or protected confidential information. No disclosure of confidential know-how or transfer of Customer's intellectual property is implied by this clause.

Where PackGuru determines the purposes and means of processing its own business contacts, account administration, billing, marketing and related information, it acts as controller under Applicable Law, as described in the Privacy Policy at https://packguru.ai/company/privacy.

Where PackGuru processes personal data on Customer's behalf in connection with the Service, Customer acts as controller (or processor for its own controller, as applicable) and PackGuru acts as processor or subprocessor, as appropriate. Such processing requires an applicable valid DPA or other legally sufficient data processing arrangement in place before it occurs. The DPA governs documented instructions, categories of data, security, subprocessors, international transfers, incident notifications, data-subject requests, assistance, audits and return or deletion of personal data.

PackGuru will not rely on these Terms alone as an independent legal basis to process personal data for an unrelated purpose. A reference to AI functionality, service improvement or analytics does not override the DPA's documented-instruction and purpose-limitation requirements.

Data-residency commitments, approved hosting regions, cross-border transfer restrictions and subprocessor approval procedures are those expressly set out in an applicable Order or DPA. These Terms do not guarantee that all deployments are hosted in one geographic region.

Privacy and personal-data requests may be sent to privacy@packguru.ai. Where PackGuru acts as processor, it will coordinate data-subject requests with the relevant controller in accordance with the DPA and Applicable Law.

"Confidential Information" means information disclosed by one Party ("Discloser") to the other ("Recipient") that is marked confidential or reasonably should be understood to be confidential given its nature or circumstances, including Customer Data, manufacturing processes, recipes, technical drawings, security architecture, business strategies, commercial terms and PackGuru Technology not publicly disclosed.

Recipient shall use Confidential Information solely to perform or exercise rights under the Agreement, protect it with at least reasonable care and no less than the care used for its own comparable confidential information, and disclose it only to persons with a legitimate need to know who are bound by confidentiality obligations appropriate to the information.

These obligations do not cover information that Recipient can demonstrate became public without breach; was lawfully received from another source without restriction; was already lawfully known; or was independently developed without use of Discloser's Confidential Information. Disclosures required by law are permitted to the minimum required extent, with prior notice where lawful and reasonably practicable.

Confidentiality and restricted-use duties survive termination while the relevant information remains confidential or otherwise protected under Applicable Law. Retention and deletion are governed by Clause 15 and, for personal data, the DPA. These duties do not extend the limited license to Customer Data beyond its permitted purpose.

PackGuru shall maintain a reasonable incident-response process and cooperate with Customer regarding incidents materially affecting Customer Data or the contracted Service. Specific security incident and personal-data breach notification timelines, required contents and escalation contacts are set out in the applicable Order or DPA. Where both apply, PackGuru shall comply with the applicable stricter contractual commitment without reducing any mandatory legal obligation.

The Service may interoperate with Customer-selected equipment, cloud services, identity providers, OEM systems, messaging platforms and third-party tools. The allocation of responsibility for external systems, network links, vendor accounts and consents is set out in the Order or implementation documentation. PackGuru is not responsible for a third party's independent service failure outside PackGuru's control, except where PackGuru has expressly accepted responsibility or is liable under Applicable Law.

Customer may authorize integrations that transmit Customer Data to a third-party service. PackGuru shall process and disclose only what is necessary for the authorized integration and subject to the applicable DPA, Order and confidentiality duties. The identity and role of any subprocessor must be addressed under the DPA where personal data is involved.

Subscription fees, implementation fees, usage limits, billing periods, due dates, taxes, currencies and payment terms are specified in the applicable Order. PackGuru shall not impose additional contractual charges merely by revising these Terms.

Unless otherwise agreed, fees are exclusive of applicable VAT and similar taxes, which shall be invoiced as required by law. Customer shall pay undisputed amounts in accordance with the Order. A bona fide invoice dispute must be notified promptly with reasonable detail; the Parties shall work in good faith to resolve it.

Non-payment remedies, renewals, indexation and credits, if any, are those specified in the applicable Order and Applicable Law.

PackGuru may provide maintenance, security patches, updates and technical improvements, provided they do not materially diminish contracted core functionality during a fixed Order term except as required for security, legal compliance or other grounds permitted by the Order.

Planned maintenance will be communicated where reasonably practicable. Emergency action may be taken without prior notice where necessary to protect the Service, Customer Data, equipment, personnel or other users, with follow-up information as reasonably appropriate.

Any uptime percentage, support service level, recovery objective, service credit, deployment milestone or service-specific warranty applies only if expressly agreed in the Order or SLA. These Terms do not independently create a service level from general website statements.

PackGuru may suspend affected access only to the extent reasonably necessary where continued use creates a material security risk, involves unlawful conduct, infringes another party's rights, threatens the Service or could cause imminent harm. Subject to urgency and Applicable Law, PackGuru shall give Customer notice and a reasonable opportunity to resolve the issue.

Suspension for non-payment requires compliance with the applicable Order, including any notice or cure period. PackGuru shall use reasonable efforts to limit the scope and duration of a suspension and restore access once its cause has been resolved. Suspension does not entitle PackGuru to use Customer Data for new purposes.

The Service term, renewal and ordinary termination rights are governed by the applicable Order. Either Party may terminate for a material breach where the other Party fails to remedy that breach within the cure period specified in the Order or, if none is specified, within thirty (30) calendar days after written notice describing the breach. An irremediable material breach or continuing unlawful or serious security risk may justify earlier termination where permitted by Applicable Law.

On expiry or termination, Customer's access ends subject to any agreed transition period. At Customer's written request, PackGuru shall make Customer Data available for export in a reasonably usable format within the period agreed in the Order or DPA, subject to technically feasible export mechanisms and security verification. PackGuru shall not withhold access to personal data contrary to Applicable Law or the DPA.

Unless a different lawful period is expressly agreed in the applicable Order or DPA, PackGuru shall return or securely delete Customer Data from active systems within thirty (30) calendar days following expiry or termination, subject to Customer's written election and any legally required retention. Customer-specific personal data shall in all cases be handled in accordance with the applicable DPA. Copies in backups shall be protected, inaccessible for routine processing and removed in accordance with the contractual requirements and applicable backup expiration cycle, without exceeding any binding DPA or statutory deadline.

Upon reasonable written request PackGuru shall provide confirmation of completed deletion, subject to any lawful retention exception. Information retained solely to comply with law or resolve legal claims must remain protected and may not be repurposed.

The processing license in Clause 6 ends when the contracted processing and lawful transition or deletion activities are complete. Clauses concerning accrued payment rights, existing intellectual-property ownership, confidentiality, liability, dispute resolution and provisions that by their nature must survive shall survive only to the extent required to give them effect. No survival provision grants ongoing rights to train models on, commercially exploit or disclose Customer Data.

PackGuru shall provide the Service with reasonable professional care and in material conformity with the commitments expressly stated in the applicable Order and documentation forming part of the Agreement, subject to agreed exclusions and Customer's cooperation.

Except for express warranties in the Agreement and those that cannot be excluded under Applicable Law, the Service is provided on an "as available" basis. PackGuru does not warrant that all Output will be error-free, that any particular operational or financial result will be achieved or that the Service can replace qualified safety, engineering or compliance personnel. This provision does not disclaim PackGuru's express security, privacy, confidentiality, support or service-level obligations.

Subject to Clause 17.3 and any different terms in an applicable Order, neither Party shall be liable to the other for indirect or consequential losses, including lost profits or opportunities, except where such exclusion is not permitted by Applicable Law. The classification of loss shall not override express remedies, confidentiality obligations or liabilities that an Order expressly preserves.

Subject to Clause 17.3 and any different terms in an applicable Order, each Party's total aggregate contractual liability arising out of or relating to the Service during any twelve-month period shall not exceed the total fees paid or payable by Customer to PackGuru under the applicable Order in the twelve (12) months immediately preceding the event giving rise to the claim. This general limit does not replace a specially negotiated liability cap or carve-out.

Nothing excludes or limits: (a) liability for fraud, intentional misconduct or other liability that cannot lawfully be excluded or limited; (b) Customer's obligation to pay accrued fees lawfully due; or (c) liabilities expressly identified as uncapped or subject to another cap in an applicable Order. A Party shall not rely on these Terms to escape a mandatory data-protection obligation or a remedy imposed by Applicable Law.

Subject to the applicable Order and Applicable Law, Customer shall defend and indemnify PackGuru against a third-party claim that Customer Data supplied or used on Customer's instructions infringes that third party's intellectual-property rights or that Customer's unlawful use of the Service causes such claim, except to the extent the claim arises from PackGuru's own unauthorized acts or breach.

Subject to the applicable Order, PackGuru shall defend Customer against a third-party claim that PackGuru Technology, as supplied and used in accordance with the Agreement, infringes that third party's intellectual-property rights, except to the extent resulting from unauthorized changes, combinations not supplied or approved by PackGuru, or Customer Data. PackGuru may at its expense obtain the right to continue using the affected component, modify or replace it with materially equivalent functionality, or, if neither is commercially reasonable, terminate the affected Service and refund prepaid fees attributable to the unused terminated period.

An indemnified Party shall promptly notify the indemnifying Party of the claim, reasonably cooperate at the indemnifying Party's expense and permit it to control the defense, subject to its right to participate with its own advisers. A settlement that admits wrongdoing by or imposes non-monetary obligations on the indemnified Party requires that Party's prior written consent, not to be unreasonably withheld.

PackGuru may publish a new version of these Terms for future Orders or valid online acceptances. The version applicable to an existing signed Order remains the version incorporated into that Order unless the Parties validly agree otherwise.

Where an existing online business relationship permits changes by notice, PackGuru shall give at least thirty (30) days' advance notice of material adverse changes, identify the effective date and comply with any applicable contractual or statutory rights. No unilateral update shall alter negotiated pricing, liability, data-use permissions, DPA terms, enterprise security obligations or other material rights fixed in an existing Order without the agreement required by that Order or Applicable Law.

Routine operational communications may be delivered through the designated account administrator, agreed support channels or contact details in the applicable Order. Formal legal notices shall be in writing and served in the manner provided in the applicable Order; in the absence of an agreed method, formal notices to PackGuru may be sent to its registered office stated above, and notices to Customer to the contractual or registered address it has provided. Email alone constitutes formal legal notice only where agreed or legally effective.

Questions concerning the handling of personal data may be directed to privacy@packguru.ai. Security incident notifications shall follow the contacts and procedures agreed in the DPA or Order.

Entire agreement. Subject to Clause 2, these Terms and the applicable Order, DPA and expressly incorporated schedules form the Agreement on their subject matter. They do not extinguish rights or obligations preserved in a signed contract or applicable confidentiality agreement.

Severability. If a provision is unlawful or unenforceable, it shall be limited to the minimum extent necessary, and the remaining provisions shall continue in effect.

No waiver. A failure or delay to exercise a right is not a waiver of that right.

Assignment. Neither Party may assign the Agreement without the other Party's prior written consent, not to be unreasonably withheld, except as expressly permitted by the Order or in connection with a bona fide corporate reorganization that does not materially impair the other Party's rights, subject to Applicable Law and appropriate protection of Customer Data.

Independent contractors. The Parties are independent contractors. Nothing creates a partnership, employment, agency or joint venture.

Force majeure. Neither Party is liable for delay caused by circumstances beyond its reasonable control, except payment obligations already accrued, provided it promptly notifies the other Party where practicable and takes reasonable mitigation measures. This does not negate specific business continuity or disaster recovery commitments in an Order.

Governing law and jurisdiction. Unless the applicable Order validly provides otherwise, the Agreement is governed by the laws of the Republic of Poland, excluding conflict-of-laws rules, and disputes are subject to the competent courts in Warsaw, Poland, to the extent permitted by Applicable Law.

Language. The English version governs unless the applicable Order expressly specifies a different controlling language. Translations are for convenience only unless agreed otherwise.

Third-party rights. Except as required by Applicable Law or expressly stated in an Order, no person other than the Parties may enforce these Terms.