Retriever Compliance Service Agreement
The purpose of this Agreement is to establish the conditions regarding the use of the SaaS services provided by Retriever Co., Ltd. (hereinafter referred to as the “Company”) and the Customer (hereinafter referred to as the “Customer”).
Article 1 (Purpose)
The purpose of this Agreement is to stipulate all matters related to the use of the AI-based information security and compliance response automation SaaS service (hereinafter referred to as the “Service”) provided by the Company.
Article 2 (Definitions)
- “Service” refers to all web-based software and related functions provided by the Company.
- “Customer data” refers to all information entered, uploaded, or generated by customers while using the service.
- “Account” refers to the ID and password issued to a customer to use the service.
- “Usage Fee” refers to the amount that the Customer is required to pay to the Company in exchange for the use of the Service pursuant to this Agreement.
- “Contract Period” means the period during which the validity of this Contract is maintained.
- “Confidential Information” means technical information, business information, customer information, and other non-public information provided to or learned by the other party in connection with this Agreement.
- “Personal information” means personal information as defined in the Personal Information Protection Act.
Article 3 (Provision of Services)
- The company provides services to the customer in accordance with this agreement.
- Details of the service are based on the company’s website or the attached service manual.
- The company may change or update features to improve services, enhance security, etc.
However, if such changes significantly impede the core functions of the service, customers will be notified in advance. - The Company may temporarily suspend the provision of services due to unavoidable reasons, such as regular maintenance, system improvements, or emergency troubleshooting.
Article 4 (Usage Fees and Payment)
- The customer pays a usage fee separately determined by the company in exchange for the use of the service.
- In principle, usage fees are to be paid in advance on a monthly or annual basis. For monthly payments, payment must be made within 7 days from the date of issuance of the invoice issued by the company, and for annual payments, payment must be made within 14 days from the date of issuance of the invoice issued by the company. Value-added tax is separate.
- The Company may change usage fees, and will notify customers in advance of the changes and apply them starting from the next billing cycle.
- If the customer fails to pay the usage fees within the payment deadline, the Company may restrict the use of the Service or terminate this Agreement after a certain period has elapsed if payment is not made even after the Company has set a reasonable period and demanded payment.
- In principle, usage fees paid in advance are not refundable if the contract is terminated due to reasons attributable to the customer.
Article 5 (Contract Period)
- The contract period shall be one year from the date of signing the contract.
- Unless otherwise indicated, the contract is automatically extended for one year under the same conditions.
Article 6 (Customer’s Obligations)
- The customer is responsible for managing their account information securely, and bears all liability arising from negligence in managing account information.
- Customers must not use the service in an illegal manner or infringe upon the rights of others.
- The Customer guarantees that the data entered, uploaded, or generated through the Service does not violate relevant laws and regulations, and bears responsibility for any damages incurred by the Company or a third party as a result thereof.
Article 7 (Obligations of the Company)
- The company makes reasonable efforts to provide stable and continuous services.
- The Company takes technical and administrative security measures to protect customer data in compliance with relevant laws and regulations, such as the Personal Information Protection Act.
Article 8 (Data Ownership and Processing)
- Ownership of customer data belongs to the customer.
- The company may process customer data within the scope of purposes for service provision, service operation, security management, and legal compliance.
- Upon termination of the contract, if requested by the customer, the Company shall provide customer data in a reasonable format (CSV, JSON, etc.) within a reasonable period, or delete the data except where retention is required by relevant laws.
Article 9 (Protection of Personal Information)
- The company complies with relevant laws and regulations, including the Personal Information Protection Act.
- The customer agrees to the company entrusting the processing of the customer’s personal information for the provision of services.
- The company takes technical and administrative protective measures required by relevant laws and regulations to protect personal information.
- In the event of a personal information infringement incident, the Company shall notify customers without delay and take necessary measures in accordance with relevant laws and regulations.
- The company strives to comply with information security standards such as ISMS-P and ISO27001.
Article 10 (Confidentiality)
- Neither party shall disclose to a third party any confidential information of the other party learned in connection with this Agreement, nor use it for any purpose other than that of this Agreement. However, information falling under any of the following subparagraphs shall not constitute confidential information.
a. Information already announced at the time of disclosure or information subsequently announced without fault attributable to the recipient
B. Information lawfully obtained by the recipient from a third party
C. Information independently developed by the recipient without relying on confidential information
D. Information required to be disclosed pursuant to laws or court orders - The confidentiality obligation under this Article shall remain in effect for three years after the termination of this Agreement.
Article 11 (Limitation of Liability)
- The Company shall not be liable for indirect or special damages arising from the Customer’s use of the Service.
- The limit of the company’s liability for damages does not exceed the usage fees paid by the customer to the company during the past 12 months.
- The Company shall not be liable for any damages arising from natural disasters, war, terrorism, government regulations, communication failures, cloud service failures, or other force majeure events beyond the Company’s reasonable control.
- However, notwithstanding Paragraphs 1 through 3, the limitation of liability under this Article shall not apply to damages caused by the Company’s willful misconduct or gross negligence.
Article 12 (Termination of Contract)
- Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to rectify the breach despite being requested to do so within a reasonable period.
- Either the Customer or the Company may terminate this Agreement without justifiable cause even during the contract period; in such case, the party wishing to terminate the Agreement shall notify the other party in writing 30 days in advance. Termination pursuant to this Clause shall take effect on the expiration date of the notice period.
- If the Customer terminates the contract (voluntary termination) pursuant to Paragraph 2, the Company may refund the usage fees corresponding to the remaining usage period on a pro-rata basis starting from the effective date of termination. However, reasonable costs necessary for the refund, such as payment processing fees and remittance fees, may be deducted.
- If this contract is terminated or expires due to reasons attributable to the customer, prepaid usage fees shall not be refunded.
- If this Agreement is terminated due to reasons attributable to the Company, the Company shall refund the usage fees corresponding to the remaining usage period on a pro-rata basis starting from the effective date of termination.
- The daily calculations for Paragraphs 3 and 5 shall follow the following formula.
Remaining Usage Fee = (Total Usage Fee for the Usage Period × Remaining Days of Use) ÷ Total Days of the Usage Period - Notwithstanding termination pursuant to this Article, the obligation to pay usage fees and liability for damages incurred prior to termination shall not be extinguished.
Article 13 (Governing Law and Jurisdiction)
This Agreement shall be governed by the laws of the Republic of Korea, and the Seoul Central District Court shall have exclusive jurisdiction in the event of any dispute.