This Artificial Intelligence (AI) Annex forms a part of and is hereby incorporated into the Agreement. This AI Annex applies to the Customer’s access and use of any Keelvar AI Features.
“AI Features” means large language models (LLMs) or other machine learning or artificial intelligence features developed or made available by Keelvar as part of the Services.
“Input” means any data, content, or information entered or prompted by or on behalf of the Customer in the AI for the purposes of using the AI Features.
“Output” means all data, content, results or information generated by Customer through use of the AI Features.
2.1 Keelvar AI Features are a core part of Keelvar software functionalities, and are enabled by machine learning and other data processing techniques including Generative AI and, in particular, Large Language Models (LLMs). AI Features shall be designed and developed in such a way as to ensure that their operation and data processing are adequately transparent.
2.2 As part of Keelvar’s eSourcing SaaS applications, AI Features may include: (i) optimization of supplier award decisions for RFQs and eAuctions based on configurable rules; (ii) intelligent support for importing bid sheets or specifications from Excel files; (iii) automated matching and interaction between suppliers and purchasers in connection with quotation or bid submissions; and (iv) relevance-based ranking of workflows and predictive autocompletion of workflow forms aligned with user procurement requests. These features are designed to enhance the efficiency, usability, and decision-making accuracy within the sourcing process.
3.1 Keelvar shall comply with all applicable laws relating to the development and provision of the AI Features, including all applicable data protection laws.
3.2 Keelvar shall maintain an adequate security program taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved in the AI Features.
3.3 Keelvar shall take all appropriate and reasonable measures to ensure that all its staff involved in the deployment and management of the AI Features have a sufficient level of AI literacy.
3.4 Keelvar does not develop high-risk AI Features. Should Keelvar assess a proposed AI Feature as high risk, Keelvar will not deploy such a system to the Customer without written approval.
3.5 Keelvar shall provide an incident reporting mechanism and implement an incident management procedure, aligned to industry-best practices.
3.6 Keelvar may update or enhance these AI Features from time to time.
4.1 Customer may use the Keelvar AI Features made available by Keelvar for the duration of the Agreement.
4.2 If Customer uses Keelvar AI Features to process personal data as part of the service, all applicable provisions of the Agreement, the Data Processing Agreement and Privacy Notice shall apply to the processing of such personal data.
4.3 AI Features are developed and/or provided by Keelvar. Any third-party involvement shall be listed as a sub-processor and subject to the approval process set out here: https://www.keelvar.com/legal/subprocessors. Any AI Features powered by third party, will only processcustomer data within the existing infrastructure and will not be sold or madeavailable to third parties for model training purposes.
4.4 Customer shall comply with the Keelvar UsagePolicy including Part B AI Usage Policy as set out here: https://www.keelvar.com/legal/usage-policy.
4.5 Any Customer Data processed by AI Features will be handled in accordance with strict confidentiality and data protection obligations. Where permitted by applicable law, and where necessary to develop or improve Keelvar Features, Keelvar may use aggregated, anonymized, or pseudonymized data in a manner that does not identify the Customer or its users. Such use will be subject to appropriate technical and organizational safeguards.
5.1 The Customer retains ownership of theInputs, Outputs and any interaction history.
5.2 Keelvar retains ownership of its models, configurations, and related intellectual property.
5.3 The Customer acknowledges and agrees that:
a) The Outputs are created based on a statistical analysis of the Inputs, without any detailed understanding of the Inputs. Customer acknowledges that the Outputs depend on the quality of the Inputs, and results may be inaccurate, incomplete, unexpected or unfaithful to the Inputs, or may contain biases.
b) Customer is solely responsible for the accuracy and quality of any Inputs.
c) It is the Customer’s responsibility to humanly review and validate any Output they choose to use. Customer is responsible for any decision, action or omitted action based on any Outputs.
d) The AI Features may produce Outputs that could inadvertently infringe upon third party intellectual property rights. Customer is solely responsible for ensuring that their use of the Outputs complies with all applicable intellectual property laws and regulations.
e) Customer shall not use features to excess, such as would be detrimental to feature availability for other customers and Keelvar may limit AI feature usage to ensure fair usage.
To the fullest extent allowed by law and not withstanding anything to the contrary in the Agreement, Keelvar AI Features are provided as is. Keelvar does not provide any representation, warranty, indemnification or other commitment of any kind regarding any AI Features including, for sake of clarity, any beta AI Features and including, without limitation, in relation to the accuracy, reliability or completeness of the Outputs and shall have no liability for any loss or damage caused by use of or reliance on any Outputs.
AI Features may be made available by Keelvar as new features or functionality identified as beta or early access and in such cases will be provided free of charge. On general availability, such features may, upon reasonable notice, be subject to a fee for continued use in which case the fees will be agreed in an Order agreed in writing between the parties.
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