Digital Worker

Terms of Service

Version 2.0 — Effective 2026-09-22

These Terms of Service ("Terms") govern the use of the Digital Worker platform and the related services provided by Apex Academy d.o.o. They are published in Croatian and English; if the two differ, the Croatian version prevails.

1. Who we are

The Service is provided by Apex Academy društvo s ograničenom odgovornošću za računalno programiranje i ostale informacijske uslužne djelatnosti (Apex Academy d.o.o., trading as Digital Apex), Stepinčeva 79, 21000 Split, Croatia; OIB 77296720425; VAT ID HR77296720425; registered with the Commercial Court in Split (Trgovački sud u Splitu) under MBS 060446318. Management board: Neno Dodig, Vedran Ivišić, Ivan Mikelić and Davor Đidara, each representing the company independently. Contact: legal@apexacademy.hr.

In these Terms, "we", "us" and "our" mean Apex Academy d.o.o.

2. Definitions

  • Service — the Digital Worker platform, provided on an Instance, together with any onboarding, advisory hours and other services named in the Order Form.
  • Instance — a deployment of the platform we host and operate for one Customer. An extra instance (for example a staging environment) belongs to the same Customer and is subject to the same Terms.
  • Customer or you — the legal entity or registered business that accepts these Terms, as named in the Order Form or, where there is none, in the account.
  • Affiliate — an entity that directly or indirectly controls, is controlled by, or is under common control with the Customer, where "control" means holding more than 50% of the shares or voting rights.
  • Authorised User — an employee or individual contractor of the Customer or of its Affiliates to whom the Customer gives access to the Service.
  • Customer Content — all data, files, prompts, knowledge, agents, apps, pages, tools, workflows, skills and other material that the Customer or its Authorised Users put into or create with the Service, and the output generated for them.
  • Order Form — the offer (ponuda), order or other document signed or accepted by both parties that names the plan, fees, term, number of Instances and any additional services.
  • Partner Agreement — a separate written agreement with us that allows an agency, integrator, consultant or reseller to provide the Service to, or build on it for, other organisations.

3. Contract documents

The contract between us consists of the Order Form, these Terms, the Data Processing Agreement ("DPA"), the Service Level Agreement ("SLA") and the Acceptable Use Policy ("AUP"). If they conflict, the following order applies: (1) the Order Form, (2) the DPA, for anything concerning personal data, (3) these Terms, (4) the SLA, (5) the AUP. Terms printed on your purchase orders or other documents do not apply unless we accept them in writing.

4. Business customers only

The Service is intended exclusively for businesses, public bodies and other organisations acting in the course of their business or activity. It is not offered to consumers. The individual who accepts these Terms confirms that they act on behalf of the Customer and are authorised to bind it.

5. Accounts and Authorised Users

  1. The Customer may give access to the Service only to Authorised Users. It is responsible for their actions as for its own and must ensure they comply with these Terms and the AUP.
  2. Account information must be accurate and kept current. Credentials, API keys and tokens are personal to the person or system they were issued to and must be kept confidential.
  3. The Customer must tell us without undue delay at legal@apexacademy.hr if it becomes aware of unauthorised access to its Instance.

6. Permitted use — your own organisation

  1. Own business. We grant the Customer a non-exclusive, non-transferable right, for the term of the subscription, to use the Service for the business purposes of the Customer and its Affiliates. You may create agents, apps, workflows, tools, templates and other resources only to serve that business, including your own customers, visitors and end users who interact with them.
  2. Affiliates. You may give Authorised Users of your Affiliates access and build for your Affiliates. You remain responsible for them and for their compliance with these Terms.
  3. Contractors. Individual contractors, freelancers and consultants may work in your Instance as Authorised Users, provided they act only for you. This does not permit a contractor to use its own account or instance to build for its clients; that requires a Partner Agreement.
  4. Your own products. You may use the Service to build and operate your own products and services and make them available to your customers, provided your customers only use what you built. Your customers must not receive accounts in your Instance, access to the builder, the ability to create or configure their own agents, apps or workflows, or an Instance or separately configured environment of their own.
  5. What requires a Partner Agreement. Unless you have a signed Partner Agreement with us, you must not:
    1. build, host, operate or manage agents, apps, workflows or other resources on the Service for, or on behalf of, another organisation that is not your Affiliate — for example as an agency, consultant, systems integrator or managed-service provider;
    2. resell, sublicense, rent, lease, white-label or otherwise commercially provide the Service, or access to it, to third parties;
    3. give accounts to people who are not Authorised Users; or
    4. install, copy or transfer resources you have built into another organisation's instance, other than exporting your own data under clause 15.
  6. Becoming a partner. Agencies, integrators, consultants and resellers who want to serve other organisations can apply for a Partner Agreement at legal@apexacademy.hr.
  7. Breach of this clause. If we believe you are using the Service in breach of this clause, we will notify you in writing. You then have 14 days either to stop the use or to sign a Partner Agreement. If you do neither, we may suspend the resources concerned and invoice, for the period of unauthorised use, the list-price fees of the plan that would have applied to each organisation served.

7. Acceptable use

The Customer must use the Service in accordance with the Acceptable Use Policy and applicable law, and is responsible for the agents, apps and other resources it publishes, including their behaviour towards its end users. Use for any practice prohibited by Article 5 of the EU AI Act is a material breach of these Terms.

8. AI models, integrations and third-party services

  1. Your providers. The Service lets you connect AI model providers, messaging channels and other services of your choice, using your own keys or accounts (for example OpenAI, Anthropic, Google, Meta/WhatsApp, Microsoft or Slack). Each such provider is engaged by you under your own contract with it: you accept its terms, pay its fees and are responsible for your use of it. The Service transmits data to it on your instruction. Such providers are not our sub-processors.
  2. No responsibility for third parties. We are not responsible for the availability, pricing, changes, output or data handling of providers you choose, and their outages do not count against the SLA.
  3. AI credits supplied by us. Where the Order Form says we supply AI usage (for example during onboarding), the Order Form names the provider, the period and any limit. For that period the named provider acts as our sub-processor under the DPA.

9. AI output

Output generated by AI models can be inaccurate, incomplete or out of date. The Customer is responsible for reviewing output before relying on it, and must not use output for decisions with legal or similarly significant effect on a person without human review. The Customer is responsible for its obligations as a deployer (and, where applicable, provider) of the AI systems it builds; see the EU AI Act statement.

10. Customer Content and intellectual property

  1. Your content. The Customer owns its Customer Content, including agents, apps and workflows it builds and deliverables we create specifically for it during advisory hours paid for by the Customer, subject to clause 10.2.
  2. Our materials. We and our licensors own the platform, its software, documentation, templates, UI kits, generic components and know-how, including those used in or delivered with deliverables ("Our Materials"). The Customer receives a non-exclusive right to use Our Materials as part of the Service for the term of the subscription.
  3. Licence to us. The Customer grants us the rights to host, process, copy and transmit Customer Content only as needed to provide, secure and support the Service.
  4. No training. We do not use Customer Content to train AI models. We may use aggregated, anonymised usage statistics that do not identify the Customer or any person to operate and improve the Service.
  5. Feedback. We may use suggestions and feedback you give us without obligation to you.

11. Our obligations

  1. We provide the Service as described in the Order Form, with reasonable skill and care, and implement the technical and organisational measures described in Annex 1 of the DPA.
  2. Availability and support targets are set out in the SLA.
  3. We develop the platform continuously and may change its features. We will not materially reduce the core functionality of your plan during a paid term.
  4. We may use subcontractors to provide the Service. Subcontractors who process personal data are listed as sub-processors.

12. Fees and payment

  1. Fees are set in the Order Form, stated in euro and exclusive of VAT (PDV), which is added at the applicable rate.
  2. Fees are invoiced in advance for each billing period (monthly or annually). Invoices are issued electronically and are payable by bank transfer within 15 days of the invoice date.
  3. Late payments bear statutory default interest. If an invoice remains unpaid 8 days after a written reminder, we may suspend the Service until payment is received.
  4. Fees are fixed for the current term. We may change fees with effect from the next renewal by notifying you at least 60 days before it; you may instead cancel under clause 13.

13. Term, renewal and termination

  1. Monthly plans renew automatically for further months. Either party may cancel with at least 30 days' notice before the end of a billing month.
  2. Annual plans renew automatically for further 12 months unless either party cancels at least 60 days before the end of the current term.
  3. Either party may terminate the contract with immediate effect by written notice if the other party materially breaches it and does not remedy the breach within 30 days of written notice, or if the other party becomes insolvent or enters bankruptcy or liquidation proceedings.
  4. Cancellation and termination notices must be in writing; email to the addresses in clause 22 is sufficient.
  5. If the Customer terminates under clause 13.3, rejects a change under clause 21, or terminates after objecting to a new sub-processor under clause 6.3 of the DPA, we refund fees prepaid for the period after termination, pro rata.

14. Free trial

We may grant a free trial at our discretion, once per company, to evaluate the Service on one use case. The trial ends automatically at the end of the agreed period and does not renew. It is provided "as is": the SLA and service credits do not apply, and our liability for the trial is excluded to the extent permitted by law (clause 18.1 still applies). Clause 6 applies to trials in full. If the Customer orders a plan, the same Instance continues; otherwise clause 15 applies.

15. Your data when the contract ends

  1. For 30 days after the contract ends, the Instance remains available in read-only mode so the Customer can export its data (including the personal-data export and the template export of its apps).
  2. On request made within that period, we provide one complete export of the Instance's database and files free of charge.
  3. After that period we delete the Instance. Hosting-level snapshots expire within a further 90 days. We confirm deletion in writing on request. Details are set out in clause 9 of the DPA.
  4. We keep our own invoices and contract records for the period required by law.

16. Suspension

Apart from clauses 6 and 12, we may suspend all or part of the Service without prior notice only where this is necessary to prevent serious harm — a security threat to the Service or to others, clearly unlawful content or activity, or an order of a competent authority. We limit the suspension to what is necessary, notify the Customer promptly with the reason, and restore the Service once the cause is removed.

17. Confidentiality

Each party keeps confidential all non-public information received from the other in connection with the contract and uses it only for that purpose. This obligation continues for 3 years after the contract ends and does not apply to information that is or becomes public without breach, was already lawfully known, or must be disclosed by law or order of an authority.

18. Liability

  1. Neither party limits or excludes its liability for damage caused intentionally or by gross negligence, for death or personal injury, or where liability cannot be limited under mandatory law.
  2. Subject to clause 18.1, neither party is liable for lost profit, loss of business or goodwill, or indirect or consequential damage.
  3. Subject to clause 18.1, each party's total liability arising out of or in connection with the contract is limited to the fees paid by the Customer in the 12 months before the event giving rise to the claim. This limit does not apply to the Customer's obligation to pay fees under clauses 6.7 and 12, or to clause 18.5.
  4. We are not liable for loss of Customer Content to the extent it would have been avoided had the Customer made reasonable use of the export functions of the Service.
  5. The Customer indemnifies us against third-party claims arising from Customer Content, from breach of the AUP or of clause 6, or from use of providers the Customer connects under clause 8.1.

19. Data protection

When we process personal data on the Customer's behalf, we act as processor under the DPA, which forms part of the contract and is accepted together with these Terms. How we process personal data as controller is described in the Privacy Policy.

20. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, such as natural disasters, war, terrorism, epidemics, acts of authorities, or large-scale failures of power, networks or hosting providers not caused by that party. Payment obligations are not affected.

21. Changes to these Terms

We may change these Terms, the SLA, the AUP and the DPA. We notify material changes by email to the Customer's administrative contact at least 30 days before they take effect and publish each new version with its effective date. If the Customer does not accept a change, it may cancel with effect from the day before the change takes effect. Continued use after that date means acceptance. Changes required by law or by a competent authority may take effect sooner.

22. Notices

Notices to us must be sent to legal@apexacademy.hr or by post to our registered seat. Notices to the Customer are sent to the contact named in the Order Form or, where there is none, to the email address of the Instance's primary administrator.

23. Assignment

The Customer may not assign the contract without our prior written consent. We may assign it to an affiliated company or to the acquirer of our business, with notice to the Customer.

24. Governing law and jurisdiction

The contract is governed by the law of the Republic of Croatia, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The courts with subject-matter jurisdiction in Split, Croatia, have exclusive jurisdiction over all disputes arising out of or in connection with it.

25. Final provisions

If a provision is invalid, the rest of the contract remains in force, and the parties will replace the invalid provision with a valid one that comes closest to its purpose. Failure to enforce a right is not a waiver of it. The contract documents listed in clause 3 are the entire agreement between the parties on their subject matter.

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