Draft — under legal review. Not yet binding.
Shinrai
Draft v0.1 — under legal review. Not yet binding.

Terms of Service

Effective date: [[EFFECTIVE_DATE]]

1. About these Terms

These Terms of Service (the "Terms") govern the use of Shinrai Vision (the "Service"), provided by [[LEGAL_ENTITY_NAME]] ("Shinrai", "we", "us"), with its registered office at [[REGISTERED_ADDRESS]], to the business named in an order form agreed with us (the "Customer").

The order form, these Terms and our Privacy Policy together make up the agreement between Shinrai and the Customer (the "Agreement"). If the order form conflicts with these Terms, the order form prevails.

The Service is for business use only. People who use the Service on the Customer's behalf ("Authorised Users") must follow these Terms, and the Customer is responsible for them. If you accept these Terms for a business, you confirm that you are authorised to bind it.

2. Key terms

  • Edge software: the Shinrai agent and the Shinrai Agent Admin app, which run on a computer at the Customer's site.
  • Edge computer: the Apple Mac computer at the Customer's site on which the edge software runs.
  • Cloud service: the operator portal at vision.akcs.io (opens in a new tab), our application programming interface and the servers behind them.
  • Shinrai Guard: our Android app for receiving and handling alerts.
  • Customer Data: data from the Customer's cameras that the Service processes (frames, alert images, alerts and number plates), and data that the Customer and its Authorised Users enter into the Service (such as cameras, sites, users and incident notes).
  • Licence: the licence type, start and expiry dates and limits set out in the order form and recorded in the Service.

3. The Service

The edge software watches the Customer's camera streams for activity and sends short sets of still frames to our AI analysis servers, which classify possible events such as intrusion, fighting, fire, smoke or a person who has fallen. Events become alerts that Authorised Users can review, acknowledge and resolve in the portal and in Shinrai Guard, and that can trigger push notifications and emails. Cameras at vehicle gates can be set to check number plates against an authorised list kept on the edge computer. The Privacy Policy describes in detail what data this involves.

Accounts are set up by Shinrai under an order form; there is no self sign-up. Shinrai Guard is available for Android only and is installed from a file downloaded from the portal, not from an app store.

We may change the Service from time to time. If a change materially reduces the core functionality the Customer has paid for, we will tell the Customer in advance.

4. Licence, limits and expiry

Licence grant. Subject to the Agreement and to payment of the fees, Shinrai grants the Customer a non-exclusive, non-transferable right, without the right to sublicense, during the Licence term, to use the Service and to install the edge software on edge computers at its sites, for its internal business purposes.

Limits. The order form may limit the number of cameras, edge computers, sites and Authorised Users. The Service enforces these limits, and the Customer cannot go beyond them until the Licence is changed.

Reminders. We send reminders by email and in the portal before the Licence expires, by default 30, 7 and 1 days before expiry.

Grace period. After the Licence expires, a grace period of 14 days applies unless the order form states a different period. During the grace period the Service continues to work and shows that the Licence has expired.

When the grace period ends without a renewal:

  • the edge software stops analysing camera video, so no new alerts are produced;
  • the portal becomes read-only: existing data can be viewed but not changed;
  • the Service shows clearly, in the portal and on the edge computer, that the Licence has expired.

Renewing the Licence restores normal operation.

Once analysis stops, the Service no longer monitors the Customer's cameras. The Customer must make other security arrangements.

5. Fees and taxes

Fees, invoicing and payment terms are as set out in the order form. Fees do not include GST or other applicable taxes, which the Customer pays in addition. If undisputed amounts remain unpaid after written notice, we may suspend the Service under section 14.

6. Customer responsibilities

  • Lawful use of cameras. The Customer decides which cameras and areas are monitored and is the Data Fiduciary for Customer Data that relates to individuals. It is responsible for complying with the DPDP Act and the other laws that apply to its CCTV, including having a lawful basis, displaying clear notices and signs, handling requests from individuals and deciding how long alerts are kept. Our CCTV notice template may help.
  • Edge computer. The Customer provides, or obtains under the order form, a supported Apple Mac computer, a reliable power supply, an internet connection and access to its cameras' video streams.
  • Power settings. When the edge software is installed, the edge computer is normally set so that it does not sleep and restarts automatically after a power cut. The edge software runs as a background service.
  • Physical security of the edge computer. So that it can restart unattended after a power cut, the edge computer may be set up without full-disk encryption. It can hold alert images, logs, camera passwords and access credentials for the Service. The Customer must keep it in a physically secure place and restrict who can use it.
  • Cameras and network. The Customer is responsible for its cameras, their credentials and the security of its local network.
  • Accounts. The Customer manages its Authorised Users and their roles, keeps sign-in details confidential, and promptly removes users who should no longer have access, for example when staff leave. The Customer is responsible for activity under its accounts.
  • Configuration. The Customer is responsible for configuring the Service appropriately, including which cameras are connected, what each camera detects and who receives notifications.
  • Responding to alerts. The Customer is responsible for responding to alerts with its own people and procedures.

7. Acceptable use

The Customer must not, and must make sure that its Authorised Users do not:

  • use the Service for unlawful surveillance, or to monitor places where people reasonably expect privacy, such as toilets, changing rooms, bedrooms or medical examination areas;
  • use the Service covertly where the law requires notice, or without the signs and notices that the law requires;
  • use the Service, alert images or number plates to identify people by their face or other biometric data, to track an individual's movements, or to profile people by characteristics such as religion, caste, gender or ethnicity;
  • use the Service in a way that harms children, or in breach of the DPDP Act's rules on children's data;
  • share accounts, or let anyone other than Authorised Users use the Service;
  • copy, modify, reverse engineer or resell the Service or the edge software, except to the extent the law allows despite this restriction;
  • interfere with or bypass licence limits, security features or other technical controls;
  • test the security of the Service without our written permission;
  • upload malicious code, or use the Service to break the law.

8. Limits of AI analysis

Please read this section carefully.

  • The Service uses AI models that give probabilistic results. It can miss events, raise alerts for things that did not happen, and classify events wrongly. Machine-generated descriptions can be inaccurate.
  • Results depend on factors outside our control, including camera position, image quality, lighting, weather, obstructions, network quality and the Customer's configuration.
  • Number-plate reading can misread plates, so an authorised vehicle can be reported as unknown and an unknown vehicle can be missed.
  • AI analysis needs a working connection between the edge computer and our AI analysis servers. During an outage, the edge software may send "unverified activity" alerts when it sees a person or a vehicle, without classifying what is happening. Other events, such as fire or smoke, may not be detected at all during an outage.
  • Notifications depend on third parties, including Google's push notification service, email providers, mobile networks and the settings of each phone, and can be delayed or not delivered.

The Service is an aid to the Customer's security staff. It is not a substitute for human security, intruder alarms, certified fire detection or suppression systems, or emergency services, and must not be relied on as a life-safety system.

9. Availability and support

The Service does not include a service level agreement or guaranteed availability unless the order form expressly provides one. We use reasonable efforts to keep the Service available, and we may carry out maintenance, giving notice where practicable.

The Customer can contact support at [[SUPPORT_EMAIL]].

To provide support, investigate problems or protect the Service, authorised Shinrai platform administrators may access the Customer's account. The start and end of that access, and every change made during it, are recorded in our audit log, and we will share the relevant records with the Customer on request.

The Customer must keep the edge software reasonably up to date. We may set a minimum supported version, and older versions may stop working with the cloud service.

10. Customer Data and data protection

The Customer keeps all rights in Customer Data. The Customer gives Shinrai the rights it needs to process Customer Data in order to provide, secure and support the Service under the Agreement.

For Customer Data that is personal data, Shinrai acts as the Customer's Data Processor and will:

  • process it only to provide the Service, in line with the Customer's documented instructions (the Agreement and the Customer's configuration of the Service), unless the law requires otherwise;
  • make sure that people authorised to access it are bound by confidentiality;
  • protect it with reasonable security safeguards, as described in the Privacy Policy;
  • use only the sub-processors listed in the Privacy Policy, and tell the Customer before adding or replacing one, so that the Customer can object;
  • tell the Customer without undue delay after becoming aware of a personal data breach affecting its Customer Data;
  • give the Customer reasonable help to respond to requests from individuals and to meet its obligations as Data Fiduciary;
  • delete Customer Data when the Agreement ends, as described in section 15;
  • make available the information reasonably needed to show that it meets these commitments.

We do not use Customer Data to train AI models without the Customer's written agreement. We may use technical and usage information that does not identify any individual, such as counts of analysis checks and system performance data, to operate and improve the Service.

For account data about Authorised Users, and for the security data we need to run the Service, Shinrai is the Data Fiduciary, as described in the Privacy Policy.

11. Edge software and apps

The edge software, Shinrai Guard and the Shinrai Agent Admin app are licensed, not sold, and may be used only with the Service. The edge software receives its camera list and operating settings from the cloud service and applies them automatically. Updates may be needed to keep using the Service. Open-source components included in the software are licensed under their own terms, which prevail for those components.

12. Intellectual property and feedback

Shinrai and its licensors own all rights in the Service, the software, the AI models we use and our documentation. Nothing in the Agreement transfers those rights to the Customer. If the Customer gives us feedback or suggestions, we may use them without any obligation to the Customer.

13. Confidentiality

Each party will keep the other party's confidential information confidential, use it only for the purposes of the Agreement, and protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already had or developed independently, or that must be disclosed by law, in which case the receiving party will, where lawful, give the other party notice.

14. Suspension

We may suspend all or part of the Service if:

  • undisputed fees remain unpaid after written notice;
  • the Customer breaches section 7, or its use of the Service creates a security risk to the Service or to others;
  • the law requires us to.

We will give notice where reasonably possible and restore the Service promptly once the reason for the suspension has been resolved. While the Customer's account is suspended, its users cannot sign in and the edge software stops analysing camera video. The Customer must make other security arrangements during any suspension.

15. Term and termination

The Agreement starts on the date in the order form and continues until the Licence ends, unless it is renewed or ended earlier under this section.

Either party may end the Agreement by written notice if the other party materially breaches it and does not fix the breach within 30 days of being asked to, or if the other party becomes insolvent.

When the Agreement ends:

  • the Customer's right to use the Service ends and the edge software stops analysing camera video;
  • the Customer must uninstall the edge software, and we will provide instructions on request;
  • we will delete Customer Data in line with this statement: [[RETENTION_STATEMENT]]. Data may remain in our backups until they are replaced, and we may keep data where the law requires us to;
  • if the Customer wants a copy of Customer Data, it must ask before the Agreement ends, and we will provide reasonable help on terms agreed in writing.

Sections 10, 12, 13, 16, 17, 18, 20 and 21, and any fees already due, survive the end of the Agreement.

16. Warranties and disclaimers

Each party confirms that it has the authority to enter into the Agreement. We will provide the Service with reasonable skill and care. Except as expressly stated in the Agreement, and to the extent the law allows, the Service is provided "as is", and we do not promise that it will be uninterrupted or error-free or that it will detect every event.

17. Limitation of liability

Neither party is liable for indirect, special or consequential loss, or for loss of profits, revenue, business or goodwill. Shinrai is not liable for loss or damage arising from an event that the Service did not detect or report, or from a delayed or undelivered notification.

Shinrai's total liability arising out of or in connection with the Agreement is limited to [[LIABILITY_CAP]].

Nothing in the Agreement limits liability that cannot be limited by law, including liability for fraud. These limits do not apply to the Customer's obligation to pay fees or to its obligations under section 18.

18. Indemnity

The Customer will defend and indemnify Shinrai against third-party claims, and against fines and penalties imposed by authorities, to the extent they arise from the Customer's use of its cameras or of the Service in breach of the law or of section 7, including any failure to give the notices the law requires. Shinrai will notify the Customer promptly of any such claim, let the Customer control its defence, and cooperate reasonably at the Customer's cost.

19. Changes to these Terms

We may update these Terms. We will give the Customer at least 30 days' notice of material changes by email or in the portal. A change takes effect on the date stated in the notice, unless the law requires it sooner. If the Customer does not agree to a change, it may end the Agreement by notice to us before that date.

20. Governing law and disputes

The Agreement is governed by the laws of India. The parties will first try in good faith to resolve any dispute within 30 days of one party notifying the other. Subject to that, the courts at [[JURISDICTION_CITY]] have exclusive jurisdiction.

21. General

  • Events beyond control: neither party is liable for a delay or failure caused by events beyond its reasonable control, such as power cuts, failures of internet or telecommunications services, failures of third-party cloud or notification services, natural disasters, epidemics or government action. This does not excuse payment obligations.
  • Assignment: neither party may transfer the Agreement without the other's written consent, except that either party may transfer it as part of a merger or the sale of the business it relates to.
  • Notices: notices to Shinrai go to [[SUPPORT_EMAIL]] and to our registered office. Notices to the Customer go to the contact named in the order form.
  • Entire agreement: the Agreement is the entire agreement between the parties about the Service and replaces earlier discussions about it.
  • Severability and waiver: if part of the Agreement is found unenforceable, the rest continues to apply. Not enforcing a right is not a waiver of it.
  • Relationship: the parties are independent contractors, and nothing in the Agreement creates a partnership or agency. No one other than the parties has rights under the Agreement.

22. Contact

Questions about these Terms: [[SUPPORT_EMAIL]]. Postal address: [[REGISTERED_ADDRESS]].