1.1 These Terms and Conditions (“Terms,” “Agreement”) govern access to and use of docdex, a governed knowledge layer for AI assistants (the “Service”), operated by Docktape Technologies Kft., a company organized under the laws of Hungary, with its registered seat at 1115 Budapest, Szentpétery street 14, Hungary and company registration number 01-09-395269 (“Docktape Technologies,” “we,” “us”).
1.2 This Agreement is entered into between Docktape Technologies and the business entity identified on the applicable Order Form (“Customer,” “you”). By signing an Order Form, clicking to accept, or accessing or using the Service, the individual accepting on Customer’s behalf represents that they have authority to bind Customer to this Agreement.
1.3 This Agreement is offered to businesses only. It is not intended for, and may not be used by, consumers acting outside a trade, business, or profession. docdex does not currently offer self-service consumer signup, and this Agreement accordingly assumes the EU Consumer Rights Directive’s 14-day withdrawal right does not apply. If that changes, this Agreement, its consumer-law applicability, and in particular that assumption, must be re-reviewed before consumer accounts are permitted.
1.4 Each order for the Service is documented in an order form, quote, or online subscription flow referencing these Terms (each, an “Order Form”). Order Forms are governed by and incorporate this Agreement. In the event of a conflict between an Order Form and these Terms, the Order Form controls solely with respect to the subject matter it expressly addresses (e.g., subscription term, fees, service tier).
2.1 Overview. docdex connects to Customer’s designated data sources and content repositories (“Customer Data,” as defined in Section 6) and enables AI assistants and other applications to retrieve information from that data through the Service.
2.2 Permission-aware retrieval - the core design commitment. The Service is built around a single governing principle: an AI assistant querying docdex may only retrieve and surface content that the requesting individual is independently authorized to access under Customer’s own permission model, as that model is mapped and synchronized into the Service. docdex enforces this at query time, not merely at ingestion time.
2.3 Fail-closed behavior. Where the Service cannot confidently determine that a requesting individual is authorized to view a given piece of content - because of incomplete permission mapping, a synchronization gap, an ambiguous or conflicting permission signal, or any other uncertainty - the Service is designed to withhold that content rather than guess or default to disclosure. Customer acknowledges that this fail-closed design may, in such circumstances, cause the Service to under-return otherwise-permitted content, and that this is expected, intentional behavior rather than a defect. Docktape Technologies makes no representation that permission mapping will be perfect or complete at all times; Customer remains responsible for configuring and maintaining accurate source-system permissions as described in Section 5.
2.4 Workspaces and roles. The Service is organized into multi-tenant workspaces. Customer may assign the following roles to its personnel within a workspace: owner, knowledge manager, member, auditor, and billing admin. Each role’s specific permissions within the Service are as described in the then-current product documentation, which may be updated from time to time consistent with Section 14.
2.5 Service levels. Any service level commitments (e.g., uptime, support response times) applicable to the Service, if any, are set out in the applicable Order Form or a separate SLA Schedule incorporated by reference. Except as expressly set out in such an Order Form or SLA Schedule, the Service is provided without any specific uptime or performance commitment.
2.6 Beta and preview features. Docktape Technologies may make features available on a beta, preview, or early-access basis. Such features are provided “as is,” may be modified or discontinued at any time, and are excluded from any service level commitment unless the applicable Order Form or SLA Schedule states otherwise.
3.1 Registration. Customer must provide accurate registration and workspace configuration information and keep it current.
3.2 Administrators. Customer’s workspace owner(s) are responsible for assigning roles, managing workspace membership, and configuring the permission mappings that drive the fail-closed behavior described in Section 2.3.
3.3 Credentials and unauthorized access. Customer is responsible for maintaining the confidentiality of login credentials and API keys issued to its personnel and for all activity that occurs under its workspace, whether or not that activity was authorized by Customer, except to the extent such activity resulted directly from Docktape Technologies’ own breach of this Agreement.
3.4 Notify-and-mitigate. Notwithstanding Section 3.3, Customer’s liability for activity under its workspace arising from a compromised credential or unauthorized access ceases prospectively from the point at which (a) Customer notifies Docktape Technologies of the actual or suspected compromise or unauthorized access, and (b) Docktape Technologies has had a reasonable opportunity to secure the affected account (e.g., by revoking credentials or suspending access). Customer remains responsible for activity occurring before such notice and during the reasonable period needed to secure the account.
3.5 Customer must notify Docktape Technologies promptly of any known or suspected unauthorized use of an account or breach of security.
4.1 Customer will not, and will not permit any user to:
4.2 Docktape Technologies may suspend access to the Service for a user or workspace where Docktape Technologies reasonably believes this Section 4 has been violated and such violation poses a security, legal, or operational risk, giving notice to Customer as promptly as reasonably practicable under the circumstances.
5.1 Customer is solely responsible for the accuracy of the source-system permissions, access-control lists, and group memberships that Customer connects to the Service, and for promptly updating them (e.g., upon personnel offboarding or role changes) so that the Service’s permission-aware retrieval reflects Customer’s actual authorization decisions.
5.2 Docktape Technologies is not responsible for over- or under-disclosure of content resulting from Customer’s own misconfiguration of source-system permissions, subject to the fail-closed design commitment in Section 2.3.
6.1 Ownership. As between the parties, Customer owns all right, title, and interest in and to Customer Data, meaning all content, documents, records, and other data that Customer or its users submit to, connect to, or process through the Service.
6.2 License to Docktape Technologies. Customer grants Docktape Technologies a non-exclusive, worldwide, royalty-free license to host, copy, transmit, index, and process Customer Data solely as necessary to provide, secure, support, and improve the Service, and to comply with applicable law.
6.3 No AI training on Customer Data without opt-in. Docktape Technologies will not use Customer Data to train, fine-tune, or otherwise improve any generally-available or third-party AI model unless Customer has affirmatively opted in to such use in writing (including via an Order Form or workspace setting). This restriction does not limit Docktape Technologies’ use of aggregated, de-identified, or Customer-specific operational data to operate, secure, and support the Service, or to monitor and improve retrieval accuracy for Customer’s own workspace.
6.4 Personal data / processor role. To the extent Customer Data includes personal data, Docktape Technologies acts as a processor (or sub-processor, as applicable) on Customer’s behalf, and Customer acts as controller. Processing of personal data is governed by a separate Data Processing Agreement (“DPA”), available on request, which is incorporated into this Agreement by reference once executed by both parties. No DPA currently exists between the parties as a template attached to this Agreement; a DPA must be requested and executed alongside these Terms before personal data is processed through the Service at any meaningful scale. In the event of a conflict between this Agreement and an executed DPA regarding the processing of personal data, the DPA controls.
6.5 Hosting location. The Service is hosted in the European Union, except as otherwise described in the DPA or an Order Form.
7.1 Fees. Fees for the Service are as set out in the applicable Order Form or Docktape Technologies’ then-published pricing, and are payable in accordance with the payment terms stated there.
7.2 Invoicing and payment terms. Except as otherwise stated in an Order Form, invoices are payable within the period specified on the invoice. Late payments may accrue interest and/or result in suspension of the Service after prior written notice and a reasonable opportunity to cure, to the extent permitted by applicable law.
7.3 Taxes. Fees are exclusive of applicable taxes, which Customer is responsible for unless Customer provides a valid tax exemption certificate.
7.4 Fee changes. Docktape Technologies may change fees for future subscription periods (e.g., upon renewal), provided that Docktape Technologies gives Customer at least sixty (60) days’ advance written notice before the increase’s effective date. This notice period is in addition to, and does not replace, Customer’s right to terminate under Section 14 (Changes to Terms) if Customer disagrees with a material change to the Terms. Fee changes will not apply retroactively or to the then-current subscription period unless otherwise agreed in an Order Form.
7.5 Disputed charges. Customer must raise any good-faith fee dispute in writing within a reasonable time after the relevant invoice date; undisputed amounts remain due.
8.1 Docktape Technologies IP. Docktape Technologies and its licensors retain all right, title, and interest in and to the Service, including its software, models, permission-mapping logic, documentation, and all improvements, excluding Customer Data.
8.2 License to Customer. Subject to this Agreement and payment of applicable fees, Docktape Technologies grants Customer a non-exclusive, non-transferable (except as permitted under Section 18) right to access and use the Service during the applicable subscription term for Customer’s internal business purposes.
8.3 Feedback. If Customer provides feedback or suggestions about the Service, Docktape Technologies may use such feedback without restriction or obligation to Customer, provided this does not include any right to use Customer Data or Customer’s Confidential Information beyond what is otherwise permitted under this Agreement.
8.4 No implied rights. No rights are granted except as expressly stated in this Agreement.
9.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including business, technical, and pricing information. Customer Data is Docktape Technologies’ Confidential Information for the purposes of Docktape Technologies’ handling obligations, and Docktape Technologies’ non-public product, security, and pricing information is Docktape Technologies’ Confidential Information.
9.2 Obligations. Recipient will (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement, (b) protect it using at least the degree of care it uses for its own similarly sensitive information, and no less than a reasonable degree of care, and (c) disclose it only to personnel and subcontractors with a need to know, who are bound by confidentiality obligations at least as protective as this Section 9.
9.3 Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of Recipient, (b) was rightfully known to Recipient before disclosure, (c) is rightfully received from a third party without duty of confidentiality, or (d) is independently developed without use of the Discloser’s Confidential Information.
9.4 Compelled disclosure. Recipient may disclose Confidential Information where required by law or legal process, provided it gives Discloser prompt notice (where legally permitted) so Discloser may seek protective measures.
9.5 Survival. The confidentiality obligations in this Section 9 survive termination or expiration of this Agreement for five (5) years, except that Confidential Information constituting a trade secret under applicable law survives for as long as it continues to qualify as a trade secret under such law.
10.1 Mutual warranties. Each party represents that it has the legal authority to enter into this Agreement.
10.2 Docktape Technologies warranty. Docktape Technologies warrants that it will provide the Service in substantial conformity with its then-current documentation and in a manner consistent with the permission-aware, fail-closed design commitment described in Section 2.
10.3 Disclaimer. Except as expressly stated in this Agreement, the Service is provided “as is” and “as available.” To the maximum extent permitted by applicable law, Docktape Technologies disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and does not warrant that the Service will be uninterrupted, error-free, or that all Customer Data content will be correctly classified or retrieved in every instance, subject always to the fail-closed commitment in Section 2.3. Nothing in this Section 10 limits any warranty that cannot lawfully be excluded under applicable law.
11.1 Liability cap. To the maximum extent permitted by applicable law, and subject to Section 11.2, each party’s total aggregate liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, will not exceed the total fees paid or payable by Customer to Docktape Technologies for the Service in the twelve (12) months preceding the event giving rise to the claim.
11.2 Non-excludable liability - carve-outs. Nothing in this Agreement excludes or limits either party’s liability for: (a) death or personal injury caused by that party’s negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or willful misconduct; or (d) any other liability that cannot lawfully be excluded or limited under applicable mandatory law. The cap in Section 11.1 does not apply to liability described in this Section 11.2.
11.3 Exclusion of indirect damages. To the maximum extent permitted by applicable law, and subject to Section 11.2, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data, even if advised of the possibility of such damages.
12.1 By Docktape Technologies. Docktape Technologies will defend Customer against any third-party claim alleging that the Service, as provided by Docktape Technologies and used in accordance with this Agreement, infringes that third party’s intellectual property rights, and will indemnify Customer for damages finally awarded (or amounts agreed in settlement) as a result, provided Customer promptly notifies Docktape Technologies of the claim, gives Docktape Technologies sole control of the defense and settlement, and provides reasonable cooperation.
12.2 By Customer. Customer will defend Docktape Technologies against any third-party claim arising from (a) Customer Data, or (b) Customer’s breach of Section 4 (Acceptable Use), and will indemnify Docktape Technologies for damages finally awarded (or amounts agreed in settlement) as a result, subject to the same notice, control, and cooperation conditions as Section 12.1.
12.3 Relationship to the liability cap and carve-outs. The limitation of liability in Section 11.1 (the 12-month fee cap) applies to each party’s indemnification obligations under this Section 12, and the non-excludable carve-outs in Section 11.2 apply equally to those obligations. Accordingly, a party’s total liability under this Section 12 - and this Section 12 together with Section 11 - constitute the parties’ sole and exclusive remedy for the claims described in this Section 12, except with respect to the liability described in Section 11.2, which remains uncapped as required by applicable law.
13.1 Term. This Agreement begins on the date Customer first accepts it and continues until all Order Forms under it have expired or been terminated. Each Order Form has the initial subscription term stated on it.
13.2 Auto-renewal. Unless the applicable Order Form states a different renewal term, each Order Form automatically renews for a period equal to its initial term, unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term.
13.3 Termination for convenience. Either party may decline to renew under Section 13.2. Either party may otherwise terminate this Agreement or an Order Form for convenience only as expressly permitted by the applicable Order Form.
13.4 Termination for cause. Either party may terminate this Agreement or the affected Order Form on written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving notice describing the breach in reasonable detail.
13.5 Effect of termination. Upon termination or expiration, Customer’s right to access the Service ends, and Customer remains liable for fees accrued through the effective date of termination.
13.6 Data export. For sixty (60) days following termination or expiration (or a longer period, up to ninety (90) days, if agreed in the applicable Order Form), Docktape Technologies will, on Customer’s request, make Customer Data available for export in a reasonably accessible format.
13.7 Deletion. After the applicable export window in Section 13.6 ends, Docktape Technologies will delete or de-identify Customer Data from its production systems within a commercially reasonable period, except as required to be retained by applicable law or as contained in routine backups, which will be deleted in the ordinary course consistent with Docktape Technologies’ backup retention schedule.
14.1 Changes to the Service. Docktape Technologies may modify or update the Service from time to time, including to improve permission-mapping accuracy, security, or performance, provided such changes do not materially degrade the Service’s core functionality during a paid subscription term without reasonable notice.
14.2 Changes to these Terms. Docktape Technologies may update these Terms from time to time. For material changes, Docktape Technologies will provide reasonable advance notice (e.g., by email or in-product notice). If a material change is unacceptable to Customer, Customer may terminate the affected Order Form by written notice given before the change’s effective date, in which case Docktape Technologies will refund any prepaid, unused fees for the terminated portion of the term. Continued use of the Service after a change’s effective date constitutes acceptance of the change.
15.1 Docktape Technologies will maintain commercially reasonable insurance coverage appropriate to the nature of the Service, including cyber liability insurance and professional liability (errors and omissions) insurance, throughout the term of this Agreement. Evidence of such coverage (e.g., a certificate of insurance) will be made available to Customer on reasonable request.
16.1 Current compliance or security reports applicable to the Service (for example, a current SOC 2 report or ISO 27001 certification, where available) can be provided to Customer on request, subject to reasonable confidentiality conditions.
17.1 This Agreement is governed by the laws of Hungary, without regard to conflict-of-laws principles, reflecting Docktape Technologies’ registered seat as stated in Section 1.1.
17.2 The parties submit to the exclusive jurisdiction of the ordinary courts of Hungary having competence over Docktape Technologies’ registered seat, for any dispute arising out of or relating to this Agreement that is not otherwise resolved by good-faith negotiation between the parties. Nothing in this Agreement requires arbitration or waives either party’s right to bring a claim before a competent court, and nothing in this Agreement restricts either party’s access to any consumer or other protection mandatorily available under applicable law.
18.1 Assignment. Neither party may assign this Agreement without the other’s prior written consent, except that either party may assign it without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees to be bound by this Agreement.
18.2 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.
18.3 Notices. Notices under this Agreement must be in writing and delivered to the addresses specified in the applicable Order Form or to a party’s registered address, and are deemed given upon receipt or, for email notices where permitted under this Agreement, upon confirmed transmission.
18.4 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disaster, war, act of government, or widespread internet or utility outage.
18.5 Relationship of the parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.
18.6 No third-party beneficiaries. This Agreement does not confer any rights on any person or entity other than the parties, except as expressly stated.
18.7 Entire agreement. This Agreement, together with all Order Forms and the DPA (once executed), constitutes the entire agreement between the parties regarding its subject matter and supersedes prior agreements or understandings on that subject matter.
18.8 Amendment. Except as described in Section 14.2, this Agreement may be amended only by a written instrument signed by both parties.
18.9 Waiver. No waiver of any provision is effective unless in writing and signed by the waiving party. No failure or delay in exercising a right constitutes a waiver of that right.
18.10 Survival. Provisions that by their nature should survive termination or expiration of this Agreement survive, including Sections 6.1, 8, 9, 11, 12, 13.5-13.7, and 17-18.