Terms of Service

These Terms of Service (the “Terms”) describe your legal rights and responsibilities when using Ardoca, a service operated by ezyClients OÜ (“ezyClients”, “we”, “us”) (the “Service” or “Services”). ezyClients OÜ is an Estonian private limited company with its address at Narva mnt 7-652, Kesklinna linnaosa, 10117 Tallinn, Harju maakond, Estonia.

These Terms create a legal and binding agreement between ezyClients and the business customer agreeing to be bound by these Terms (the “Customer” or “you”). The Service is intended for business use only. Members of Customer’s staff who access the Service using Customer’s account are referred to as “Authorised Users”. The Customer’s own clients who use the client portal to provide documents and information are referred to as “End Clients”.

When you sign up for an Ardoca account, purchase subscriptions, or accept an invitation to use the Service in conjunction with an organisation that already has an Ardoca account, you are agreeing to these Terms on behalf of the organisation you represent.

By accessing or using the Services, Customer acknowledges that Customer has read, understands, and agrees to be bound by these Terms, the Service Level Agreement and the Data Processing Agreement, which are hereby incorporated into and made a part of these Terms. How ezyClients handles personal data for its own purposes is described in the Privacy Policy.

1. Access to the Services and Acceptable Use

1.1. Access

To access the Services, you must register for an Ardoca account by providing your full legal name, a valid email address, and any other information required to complete the registration process. The Services are not intended for use by those under the age of 16 and you are responsible for ensuring that all Authorised Users are at least 16 years of age.

You and your Authorised Users are responsible for all login credentials, including user names and passwords, and ezyClients shall not be liable for any damages or losses that may occur as a result of your failure, or the failure of your Authorised Users, to maintain the confidentiality of their login credentials. You are responsible for notifying us at [email protected] if you become aware of any unauthorised use of or access to your account.

ezyClients may communicate with you via email or in-app notifications regarding your account, system updates, or other issues related to your account and may assume that any communications we receive under your account have been submitted by you.

1.2. Acceptable Use

All Authorised Users and End Clients must comply with the following rules regarding acceptable use of the Services. They may not:

• access, tamper with or use non-public areas of the Services, including but not limited to ezyClients’s computer systems or the technical delivery systems of ezyClients or its service providers;
• probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
• “scrape” or otherwise access or search the Services by means other than through ezyClients’s publicly supported interfaces;
• attempt to overwhelm or disrupt the Services or ezyClients’s infrastructure by intentionally imposing unreasonable burdens on our systems (for example, by using automated methods to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time); or
• disrupt or interfere with the access of other users or any host or network, including, without limitation, by sending a virus, overloading, spamming, mail-bombing or flooding the Services, or by scripting the creation of content in a manner designed to interfere with or create an undue burden on the Services.

The Services may not be used to carry out, promote or support:

• any unlawful or fraudulent activities;
• the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse or deceive others;
• the publishing or dissemination of malicious content intended to damage or disrupt another’s browser or computer;
• the sending of unsolicited communications, promotions, advertisements or spam; or
• activities that are defamatory, libellous, threatening, or that constitute hate speech, harassment or stalking.

2. Your Content

Authorised Users and End Clients may create, process, upload, submit, store, send and receive content in connection with their use of the Services (the “Customer Content”). As between Customer and ezyClients, Customer retains all ownership and intellectual property rights in and to that Customer Content and ezyClients shall not be responsible for the Customer Content or the way Customer or its Authorised Users choose to use the Services to store or process any Customer Content.

2.1. Roles Under GDPR

For the purposes of the General Data Protection Regulation (GDPR), the Customer is the Data Controller of Customer Content submitted through the Services. ezyClients acts as a Data Processor, processing such data on behalf of the Customer and only on Customer’s documented instructions. ezyClients does not process personal data in Customer Content for its own purposes and never uses it to train AI models.

For personal data collected and used by ezyClients for its own purposes (e.g., Authorised User account data, billing, customer support), ezyClients acts as the Data Controller. Further information is available in the Privacy Policy.

2.2. Data Processing Agreement

To the extent required by applicable data protection law, the parties agree to be bound by the terms of ezyClients’s Data Processing Agreement (DPA), which is hereby incorporated by reference into these Terms. The sub-processors used to deliver the Service are listed at /legal/subprocessors.

3. AI Document Checks

3.1. Optional Feature

The Service offers optional AI document checks. They are switched off by default. A Customer owner or admin may switch them on for the Customer’s organisation.

3.2. Customer Instruction

When AI document checks are switched on, the documents uploaded to the Customer’s organisation by End Clients and Authorised Users, and the PDFs and checklists the Customer uses with AI help in the workflow builder, are sent to Mistral AI SAS (processing in the EU), acting as ezyClients’s sub-processor, to read their text, check them and suggest values. Switching on AI document checks constitutes the Customer’s documented instruction to ezyClients to process this data with Mistral AI in this way. Switching AI document checks off stops any further sending to Mistral AI.

3.3. Safeguards

Documents requested as criminal-record certificates are never sent to AI. A file uploaded where another type of document is requested is sent before its type is known, even if it turns out to be a criminal-record certificate. Mistral AI processes data under zero data retention: it keeps nothing after processing and does not use Customer data to train AI models. A person confirms every value AI suggests; nothing is approved, rejected or submitted automatically. AI results are an aid to the Customer’s own review; the Customer remains responsible for decisions it takes on the basis of them.

3.4. Customer Responsibilities

Uploaded documents can contain special categories of personal data, for example religion on a payslip (church tax) or health details on a certificate. As controller, the Customer ensures it has a lawful basis for this processing, including a condition under Article 9(2) GDPR where special categories are concerned, and names Mistral AI as a recipient in the privacy notice it gives its End Clients.

4. Fees

4.1. Fees

The Service is provided on a per-seat subscription basis with fees calculated based on your total number of seats and the tier of the seats in question. The number of seats and the tier of the seats under a subscription cannot be decreased during the applicable term. Except for service credits under the Service Level Agreement, no credits or refunds will be issued, including for usage that is less than the purchased number of seats. No adjustments are made for unused time on licences. The subscription term begins on the date on which you sign up and pay for the Service (the “Subscription Start Date”), regardless of the date on which you start using the Service.

4.2. Auto Renewal

Customer agrees that its subscription to the Services will automatically renew on an annual or monthly basis (the “Renewal Date”) depending on the term chosen by Customer when subscribing to the Service. Customer hereby authorises ezyClients to automatically charge Customer the applicable fees on or after each such Renewal Date unless Customer’s subscription to the Service has been terminated or cancelled as set forth in Section 5 below.

4.3. Calculation of Fees

Fees are based on annual or monthly periods that begin on Customer’s Subscription Start Date and end on the annual or monthly anniversary thereof (depending on whether Customer chooses an annual or monthly subscription).

4.4. Trial Subscriptions

ezyClients may, at its option, offer new customers a limited free trial of the Service, subject to these Terms. Notwithstanding anything to the contrary herein, ezyClients shall have the right to terminate a Customer free trial at any time and for any reason. No organisation or individual is entitled to receive more than one (1) free trial of the Service.

4.5. Late Payment

If you fail to make payments (not disputed in good faith) when due under these Terms, and after continued non-payment for a period of fifteen (15) days after we provide you with written notice and an opportunity to cure, we may suspend provision of the Service until payment is received.

5. Term and Termination

5.1. Term and Termination Rights

These Terms shall remain in full force and effect until all Customer subscriptions to the Service have expired, have been terminated or are cancelled. Either party may terminate Customer’s subscription to the Service if the other party: (a) is in material breach of these Terms and fails to cure such breach within twenty (20) days following written notice by the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and such proceedings are not dismissed within sixty (60) days. Customer may also terminate in accordance with the termination right in the Service Level Agreement.

5.2. Cancellation

Customer may cancel its subscription to the Service by notifying ezyClients at [email protected] no later than thirty (30) days prior to the Renewal Date.

5.3. Customer Data During and After the Term

Customer can delete its data at any time during the term, and can export it: all of its data at once as one ZIP file, downloaded by Customer’s owner and deleted 7 days after it is created; client by client, each client’s documents as a ZIP file and form answers as a CSV file; and, where Customer’s plan includes API access, through the API. Upon expiration, termination or cancellation of Customer’s subscription, ezyClients keeps Customer’s data for 30 days so that Customer can export it; on Customer’s request during that period, ezyClients gives Customer access to its account for that purpose. After that period ezyClients deletes all Customer data within 30 days. Backup copies expire no later than 30 days after deletion. On request, ezyClients will confirm the deletion in writing. Data may be kept longer only where EU or Member State law requires it.

5.4. Effect of Termination

Expiration, termination or cancellation does not relieve Customer of any obligation to pay fees accrued or payable to ezyClients or of any liability pertaining to Customer’s use of the Service prior to such expiration, termination or cancellation. The following sections shall survive any expiration or termination of these Terms: Sections 5.3, 5.4, 7, 8, 9, 11 and 12.

6. ezyClients’s Responsibilities

6.1. Provision of the Service

ezyClients will make the Services available to the Customer, its Authorised Users and its End Clients as described in these Terms. ezyClients’s availability commitment and the service credits available to Customer are set out in the Service Level Agreement, which forms part of these Terms.

6.2. Security

ezyClients will maintain industry-standard administrative, physical, and technical safeguards designed to prevent unauthorised access, use, modification, deletion, or disclosure of Customer Content, as further described in the Data Processing Agreement. ezyClients shall ensure that any third-party service providers it uses in connection with the delivery of the Services offer appropriate data protection commitments.

6.3. Data Subject Rights Functionality

ezyClients provides functionality to allow Customers to access, export, correct, or delete personal data processed through the Services in line with applicable law, including the GDPR. Customers are responsible for responding to data subject requests where they are the Controller. ezyClients will reasonably assist Customers in fulfilling such requests where technically feasible. Data subjects may also contact ezyClients directly at [email protected] for requests relating to personal data for which ezyClients is the Controller.

6.4. Support

Support is provided by e-mail at [email protected], with responses on Estonian business days.

7. ezyClients Intellectual Property Rights; Rights to Customer Feedback

As between ezyClients and Customer, ezyClients owns all intellectual property rights in and to the Service (excluding only the Customer Content) and all trademarks, logos and service marks, including the Ardoca name, utilised by ezyClients in connection with the delivery of the Service. ezyClients grants you a non-sublicensable, non-transferable, non-exclusive, limited licence to use the Service solely as necessary to use the Service in accordance with these Terms. All rights not expressly granted by this licence are hereby retained by ezyClients and you may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or disassemble any aspect of the Service, except to the extent such restriction is not permitted by applicable law. By submitting any feedback or suggestions regarding the Service, or sharing such feedback with any representative of ezyClients, you grant to ezyClients an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free licence to use such feedback or suggestion(s) for any purpose and without any obligation or compensation to you, any Authorised User, or any other Customer personnel.

8. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN (INCLUDING IN THE SERVICE LEVEL AGREEMENT), THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND EZYCLIENTS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT PREJUDICE TO THE AVAILABILITY COMMITMENT AND SERVICE CREDITS IN THE SERVICE LEVEL AGREEMENT, CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

9. Limitation of Liability

Subject to the last paragraph of this Section 9:

• (a) in no event will either party have any liability to the other for any lost profits or revenues or for any indirect, special, incidental, consequential or punitive damages, however caused, and whether or not the party has been advised of the possibility of such damages; and
• (b) neither party’s aggregate liability arising out of or related to these Terms or Customer’s use of the Service will exceed the total amount paid by Customer hereunder during the twelve (12) months preceding the last event giving rise to liability.

Nothing in these Terms limits or excludes either party’s liability for intent or gross negligence, or any liability that cannot be limited or excluded under applicable law.

The statutory limitation periods under Estonian law apply to claims arising out of or in connection with these Terms.

10. Modifications

ezyClients may update or modify these Terms and the documents incorporated into them from time to time as our business evolves by posting an updated version on ardoca.com. We will announce material changes to Customers by e-mail at least 30 days before they take effect. This notice period does not apply to changes required by law, which may take effect sooner where the law requires, or to changes to the list of sub-processors, which follow the notice and objection procedure in the Data Processing Agreement. By continuing to use the Service after the effective date of any update to these Terms, Customer will be deemed to have accepted such update.

11. Governing Law and Jurisdiction

These Terms and any disputes arising under them shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to conflict of law principles. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Estonia, with Harju County Court (Harju Maakohus) as the court of first instance, unless the parties agree otherwise in a signed order form.

12. Data Subject Requests

The GDPR grants data subjects various rights concerning their personal data, including rights of access, rectification, erasure, restriction, portability, and objection. For Customer Content, ezyClients processes data on behalf of the Customer, who acts as the Data Controller. Data subjects, including End Clients, wishing to exercise their rights should direct their requests to the appropriate Customer. ezyClients will support Customers in fulfilling such requests in accordance with Article 28 GDPR. For personal data that ezyClients controls (e.g., user accounts, billing), requests may be submitted to [email protected].

13. Contact and Notices

Notices under these Terms, including cancellation, must be sent to [email protected]. Questions about data protection can be sent to [email protected].

ezyClients OÜ Narva mnt 7-652, Kesklinna linnaosa, 10117 Tallinn, Harju maakond, Estonia Phone: +31 6 16 19 33 23