Terms of Service

• •"Agreement" means these Terms of Service, together with any Order Form, Privacy Policy, and all documents incorporated by reference.
• •"Customer" or "You" means the individual or entity that has registered for an account and agreed to these Terms.
• •"Customer Data" means all data, content, and information submitted by or on behalf of Customer to the Service, including SAP SuccessFactors data accessed through the Service.
• •"Provider," "We," or "VAKE" means VAKE Consulting, a company registered in the United Arab Emirates.
• •"Service" means the VAKE AI cloud-based platform, including all software, APIs, AI-powered features, documentation, and related services made available by Provider.
• •"Subscription Term" means the period during which Customer has paid for and is authorized to use the Service.
• •"User" means an individual authorized by Customer to access and use the Service under Customer's account.
• •"AI Credits" means the consumable credits allocated to Customer's account for usage of AI-powered features within the Service.
• •"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, you must not use the Service.

You must be at least 18 years old and have the legal capacity to enter into a binding contract. The Service is intended for business use in connection with SAP SuccessFactors. You represent that all registration information you submit is truthful, accurate, and complete, and you agree to maintain the accuracy of such information.

The Service provides an AI-powered interface for SAP SuccessFactors, including but not limited to: natural language querying, data management operations (CRUD), workflow automation, document generation, reporting and analytics, and role-based permission management. Provider reserves the right to modify, enhance, or discontinue features of the Service at any time.

To access the Service, you must register for an account by providing accurate and complete information. Each User must have a unique account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to immediately notify Provider of any unauthorized use of your account or any other breach of security. Provider shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials. You are solely responsible for ensuring that your SAP SuccessFactors API credentials are stored and transmitted securely.

If you are an organization, you are responsible for ensuring that only authorized individuals access the Service using your account. You shall be liable for all acts and omissions of your Users, and any breach of these Terms by a User shall be deemed a breach by you.

4.1 Pricing

Subscription fees are based on the plan selected at the time of registration. Plans range from EUR 3 per user per month to EUR 500 per user per month, depending on features and usage tier. Team plans start at EUR 20 per month. All fees are quoted in Euros (EUR) and are exclusive of applicable taxes. Provider reserves the right to modify pricing upon 30 days' prior written notice, provided that such changes shall not affect the pricing during an active Subscription Term.

4.2 Minimum Commitment Period

4.3 No Refund Policy

4.4 Payment Terms

Subscriptions are billed in advance on a monthly basis via the payment method on file. Payment is due immediately upon invoice and is required before access to the Service is granted or maintained. If any payment is not received within seven (7) days of the due date, Provider reserves the right to: (a) suspend access to the Service; (b) charge interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on overdue amounts; and (c) recover all costs of collection, including reasonable legal fees. Early termination during a commitment period does not relieve you of the obligation to pay all remaining fees through the end of the commitment period.

4.5 Taxes

All fees are exclusive of, and you shall be responsible for, all applicable sales, use, VAT, GST, withholding, and other taxes or government charges, except for taxes based on Provider's net income. If Provider is required to collect or pay any such taxes, they will be added to your invoice.

4.6 AI Credits

Each subscription plan includes a monthly allocation of AI Credits. Unused credits do not roll over to subsequent months and expire at the end of each billing period. Additional credits may be purchased as top-ups. AI Credit consumption varies based on the AI model used, query complexity, and document generation activities. Provider reserves the right to adjust credit consumption rates with thirty (30) days' notice.

5.1 License Grant

Subject to your compliance with these Terms and payment of all applicable fees, Provider grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term solely for your internal business purposes in connection with SAP SuccessFactors.

5.2 Acceptable Use

You agree to use the Service in compliance with all applicable laws and regulations, and specifically agree to:

• Use the Service only for lawful business purposes
• Comply with all applicable data protection and privacy laws (including GDPR where applicable)
• Ensure that all data processed through the Service is lawfully collected and that you have all necessary consents
• Maintain accurate and up-to-date account information
• Promptly report any security vulnerabilities or incidents

5.3 Restrictions

You shall not, and shall not permit any third party to:

• Copy, modify, or create derivative works of the Service or any part thereof
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service
• Access the Service for the purpose of building a competitive product or service
• Sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service
• Use the Service to store or transmit any malicious code, or to interfere with or disrupt the integrity or performance of the Service
• Attempt to gain unauthorized access to the Service or its related systems or networks
• Use the Service in a manner that exceeds reasonable usage or that is designed to circumvent usage limitations
• Use automated means (bots, scrapers, etc.) to access the Service beyond the API access granted in your plan
• Share, publish, or disclose Provider's pricing, features, performance benchmarks, or proprietary information to third parties

6.1 Provider Ownership

The Service, including all software, algorithms, AI models, user interfaces, designs, documentation, trade secrets, and all intellectual property rights therein, are and shall remain the exclusive property of Provider and its licensors. These Terms do not convey to you any rights of ownership in or related to the Service. All rights not expressly granted herein are reserved by Provider.

6.2 Customer Data

As between the parties, you retain all rights, title, and interest in and to your Customer Data. You grant Provider a limited, non-exclusive license to use, process, and display Customer Data solely as necessary to provide the Service. Provider shall not access Customer Data except as necessary to provide the Service, prevent or address technical problems, or as compelled by law.

6.3 Feedback

If you provide suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), you hereby assign to Provider all rights in such Feedback and agree that Provider shall have the right to use and fully exploit such Feedback in any manner without obligation, restriction, or compensation to you.

"Confidential Information" means any information disclosed by either party to the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to: business plans, pricing, financial information, customer lists, technical specifications, source code, algorithms, trade secrets, SAP SuccessFactors credentials and API keys, employee data and HR information accessed through the Service, and any documentation or training materials provided.

Each party agrees to: (a) use the other party's Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement; (b) not disclose such Confidential Information to any third party without the prior written consent of the disclosing party; and (c) protect such Confidential Information using the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure. A party may also disclose Confidential Information to the extent required by law or court order, provided that the disclosing party is given prompt notice and reasonable assistance to contest such requirement.

The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of three (3) years; provided, however, that obligations with respect to trade secrets shall continue for so long as such information remains a trade secret under applicable law.

8.1 Data Processing

Provider processes Customer Data solely to provide the Service as described in these Terms and the Privacy Policy. Provider acts as a data processor on behalf of Customer (as data controller) with respect to any personal data processed through the Service. The parties agree to execute a Data Processing Agreement (DPA) upon Customer's request, in compliance with applicable data protection laws including GDPR.

8.2 Data Storage and Encryption

Service configuration data, including API credentials and encryption keys, is stored using AES-256 encryption at rest. SAP SuccessFactors employee data is accessed in real-time only and is not permanently stored by Provider. All data in transit is protected using TLS 1.2 or higher. Infrastructure is hosted on Google Cloud Platform with data residency in the European Union (europe-west4 region).

8.3 Third-Party AI Providers

The Service utilizes third-party AI providers (including Anthropic, OpenAI, Google, and xAI) to process natural language queries. Customer Data may be transmitted to these providers for processing. Provider selects AI providers that maintain enterprise-grade security standards. However, Customer acknowledges that Provider does not control the data handling practices of third-party AI providers and should review their respective privacy policies. By default, the Service uses Anthropic Claude, which retains API logs for up to 7 days and does not use customer data for model training.

8.4 Customer Data Responsibility

8.5 Sub-processors

Customer acknowledges that Provider uses the following categories of sub-processors: cloud infrastructure (Google Cloud Platform), payment processing (Stripe), authentication services (Firebase), and AI processing (Anthropic, OpenAI, Google AI, xAI). Provider shall maintain an up-to-date list of sub-processors and shall notify Customer of any material changes.

Provider targets 99.9% uptime for the Service, measured on a monthly basis, excluding scheduled maintenance windows. This uptime target is a commercial objective and does not constitute a warranty or guarantee. In the event of unscheduled downtime, Provider shall use commercially reasonable efforts to restore the Service as promptly as possible.

Provider may perform scheduled maintenance during off-peak hours (typically weekends, 00:00-06:00 UTC). Provider will use commercially reasonable efforts to provide at least 48 hours' advance notice for planned maintenance that may result in service interruption. Emergency maintenance may be performed without advance notice.

Technical support is available via email (support@vakeconsulting.com) during business hours (Sunday-Thursday, 09:00-18:00 GST). Priority support with enhanced response times is available on Professional and Enterprise plans. Provider does not guarantee specific response times unless expressly agreed in a separate Service Level Agreement.

Customer specifically acknowledges and agrees that AI-generated outputs may contain inaccuracies, errors, or hallucinations. The Service is designed to assist human decision-making, not replace it. Customer is solely responsible for reviewing, verifying, and validating all AI-generated outputs before taking any action based on them. Provider makes no representations or warranties regarding the accuracy, completeness, or reliability of any AI-generated content.

IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

The limitations and exclusions in this section apply to the maximum extent permitted by applicable law and shall survive any termination or expiration of these Terms. Customer acknowledges that the fees reflect the allocation of risk set forth in this Agreement and that Provider would not enter into this Agreement without these limitations.

You agree to indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your use of the Service; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; (d) your infringement of any third-party rights; (e) Customer Data or any data processed through the Service on your behalf; or (f) any negligent or wrongful act or omission by you or your Users.

Provider shall indemnify and defend Customer against any third-party claim that Customer's permitted use of the Service infringes a valid patent, copyright, or trademark of such third party, provided that Customer: (a) promptly notifies Provider in writing; (b) gives Provider sole control of the defense and settlement; and (c) provides reasonable cooperation. If the Service becomes the subject of an infringement claim, Provider may, at its sole option and expense: (i) procure the right for Customer to continue using the Service; (ii) modify the Service to make it non-infringing; or (iii) terminate the affected Service and refund any prepaid, unused fees.

13.1 Termination by Customer

You may terminate your subscription by providing written notice at least thirty (30) days prior to the end of the then-current Subscription Term. Termination shall be effective at the end of the then-current term. Early termination during a commitment period does not relieve you of the obligation to pay all remaining fees through the end of the minimum commitment period. No refunds will be issued for early termination.

13.2 Termination by Provider

Provider may suspend or terminate your access to the Service immediately and without notice if: (a) you breach any material provision of these Terms; (b) you fail to pay any fees within fifteen (15) days of the due date; (c) you become insolvent, file for bankruptcy, or have a receiver appointed; (d) your use of the Service poses a security risk to Provider or any third party; or (e) continued provision of the Service becomes unlawful. Provider may also terminate these Terms for convenience upon sixty (60) days' prior written notice.

13.3 Effects of Termination

Upon termination: (a) all rights and licenses granted to you shall immediately cease; (b) you shall immediately cease all use of the Service; (c) you shall pay all outstanding fees within thirty (30) days; (d) Provider will make Customer Data available for export for a period of thirty (30) days following the effective date of termination, after which Provider shall have no obligation to maintain or provide Customer Data; and (e) each party shall return or destroy the other party's Confidential Information upon written request.

13.4 Survival

The following sections shall survive any termination or expiration of these Terms: Definitions, Intellectual Property, Confidentiality, Warranty Disclaimer, Limitation of Liability, Indemnification, Effects of Termination, Governing Law, and General Provisions.

Provider reserves the right to modify these Terms at any time. Material changes will be communicated via email or through the Service with at least thirty (30) days' advance notice. Your continued use of the Service after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Service before the changes take effect. Non-material changes (such as correcting typographical errors or adding new features) may be made without advance notice.

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall first be attempted to be resolved through good-faith negotiations between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiations, it shall be referred to and finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) under the DIAC Arbitration Rules in force at the time of submission. The seat of arbitration shall be Dubai, UAE. The language of arbitration shall be English.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information. Each party irrevocably consents to the personal jurisdiction of the courts of Dubai, UAE for such purposes.

Entire Agreement. These Terms, together with the Privacy Policy and any Order Forms, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver. No failure or delay by Provider in exercising any right or remedy shall constitute a waiver of such right or remedy. A waiver of any provision shall not be deemed a waiver of any other provision, and no single or partial exercise of any right or remedy shall preclude further exercise of that or any other right or remedy.

Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Provider. Provider may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void.

Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, strikes, or failures of third-party telecommunications or power supply. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact.