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This Artificial Intelligence (AI) Annex forms a part of and is hereby incorporated into your agreement with Keelvar. This AI Annex applies to Bidders, Customers and permitted users (each a "User") who access or use of any Keelvar AI Features (defined below) as part of the products and services hosted by Keelvar).
“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 User in the AI for the purposes of using the AI Features.
“Output” means all data, content, results or information generated by Users 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. Customer shall use the AI
Features in accordance with the Documentation and intended uses as set out therein.
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 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, provided that such updates do not materially degrade the functionality of the AI Features or reduce the protections set out in this Annex.
4.1 User may use the Keelvar AI Features made available by Keelvar for the duration of the Agreement.
4.2 If User interacts with Keelvar AI Features to process personal data as part of the service, all applicable provisions of the Agreement, the existing Data Processing Agreement ("DPA") and Privacy Notice shall apply to the processing of such personal data. If no DPA exists, the Keelvar DPA shall apply.
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 process User data within the existing infrastructure and will not be sold or madeavailable to third parties for model training purposes.
4.4 User 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 personal data processed by AI Features will be handled in accordance with strict confidentiality and data protection obligations.
4.6 Keelvar does not permit any third party or general purpose LLMs to train on Customer data.
4.7 Where permitted by applicable law, in order to deliver the Services or where necessary to provide, develop or improve Keelvar AI Features, Keelvar may use aggregated and, anonymized, data derived from Customer Data (“Derived Data”) in a manner that does not identify the Customer, vendors or its users. For the avoidance of doubt, Customer Data itself (as opposed to Derived Data) shall not be used by Keelvar to train, fine-tune, or otherwise improve any model. Such Derived Data will be subject to appropriate technical and organizational safeguards.
5.1 The User retains ownership of theInputs, Outputs and any interaction history.
5.2 Keelvar retains ownership of its models, configurations, and related intellectual property.
5.3 User acknowledges and agrees that:
a) The Outputs are created based on a statistical analysis of the Inputs, without any detailed understanding of the Inputs. User 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; and
b) It is the User’s responsibility to humanly review, evaluate and validate any Output they choose to use. User is responsible for any decision, action or omitted action based on any Outputs.
Keelvar does not provide any representation, warranty, indemnification or other commitment 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.