Runly AI · 合創股份有限公司

服務條款 · Terms of Service

最後更新 / Last updated: 2026-04-21
生效日 / Effective: 2026-04-21

1. 當事人 · Parties

These Terms of Service form a binding agreement between:

  • Service provider / 服務提供者: 合創股份有限公司 (Hé-Chuàng Co., Ltd.), a company registered in Taiwan ("Runly AI", "we", "us")
  • Customer / 客戶: the food factory ("customer", "you"), acting via its authorized administrator

Individual food factory staff members use the service under their employer's account and are bound by these Terms via their employer.

2. 服務說明 · Service description

Runly AI provides a software-as-a-service platform that:

  1. Reads customer-owned Google Sheets (via OAuth) containing food safety QC records
  2. Detects missing / anomalous records
  3. Generates HACCP-aligned audit reports
  4. Provides an admin interface for staff management, module configuration, and provisioning

Service modes (chosen at contract signing):

  • Trial — time-limited evaluation, no fee
  • Subscription — monthly / annual recurring fee
  • Outright purchase — one-time licence fee + ongoing maintenance retainer

Specific pricing and module allocation are covered by the Order Form or Statement of Work signed separately.

3. 客戶義務 · Customer obligations

  • Provide accurate registration information (food factory legal name, address, primary contact)
  • Ensure that staff members using the service are authorized employees
  • Maintain ownership of your Google Sheets (Runly AI never claims ownership)
  • Comply with Taiwan food safety law in your use of our reports (the report is an aid; legal responsibility stays with the factory)
  • Not reverse-engineer, redistribute, or resell the service
  • Not use the service to process data unrelated to food safety QC
  • Notify us within 72 hours if you suspect an account credential is compromised

4. 我們的義務 · Our obligations

  • Provide the service on a 99.5% monthly uptime best-effort basis (planned maintenance windows communicated 48 hours in advance excluded)
  • Apply security updates promptly on disclosure
  • Notify you of any data breach affecting your tenant within 72 hours of confirmation
  • Retain your HACCP records for the legal minimum (5 years per Taiwan law) even after service cancellation, and provide a one-time export on cancellation
  • Not access your Sheet data except as necessary to provide the service or with your explicit permission (see Privacy Policy §12)

5. 費用 · Fees

5.1 Trial

No fee. Trial period is 30 days unless extended in writing. At trial end, if no subscription or outright purchase is signed, data export is provided and account is disabled.

5.2 Subscription

Fees per the Order Form. Billed monthly or annually in advance. Non-payment beyond 30 days past due: service suspension (read-only access preserved for data export for further 30 days, then deletion).

5.3 Outright purchase

One-time fee per the Order Form plus an 18-month initial maintenance window. Post-maintenance renewal is optional.

5.4 Taxes

Fees exclusive of VAT / 營業稅 / withholding. Customer responsible for local tax compliance.

6. 智慧財產 · Intellectual property

  • Our IP — all software, algorithms, UI, reports templates, documentation are owned by Runly AI / 合創股份有限公司. Customer receives a non-exclusive, non-transferable license to use the service for its internal food QC operations only.
  • Your IP — your Sheet data remains 100% yours. We claim no ownership. We have only the read-only licence necessary to provide the service.
  • Feedback — suggestions you give us for product improvement may be used by Runly AI royalty-free.

7. 保密 · Confidentiality

Both parties maintain confidentiality of non-public information exchanged. Surviving for 3 years after service end. Standard carve-outs (public domain, independently developed, court-ordered disclosure).

8. 責任 · Liability

8.1 Our liability cap

Maximum liability under these Terms, regardless of cause of action, is the fees paid by customer in the 12 months preceding the claim.

8.2 Exclusions

Neither party is liable for indirect, consequential, lost profits, or punitive damages.

8.3 Food safety carve-out

Runly AI's reports are decision support tools, not compliance certifications. Legal responsibility for food safety compliance, HACCP plan accuracy, and audit passage remains with the customer (food factory) per Taiwan food safety law. We are not liable for regulatory penalties imposed on the customer, missed audits, or withdrawn certifications except to the extent directly caused by our gross negligence or wilful misconduct.

9. 期間與終止 · Term and termination

  • Term: starts on Order Form effective date; continues per the pricing mode
  • Termination for convenience: either party may terminate with 30 days written notice. Customer loses access at termination; data export provided within 30 days.
  • Termination for cause: material breach uncured after 14 days written notice → immediate termination
  • Post-termination:
    • Customer data exported within 30 days
    • Live database copy deleted within 30 days
    • HACCP records retained per Taiwan law (5 years), offline and encrypted
    • OAuth refresh_token destroyed immediately on customer disconnect or cancellation

10. 準據法與爭議處理 · Governing law and dispute resolution

  • Governing law: Laws of the Republic of China (Taiwan)
  • Forum: Taipei District Court, first instance, as agreed exclusive jurisdiction
  • Language of proceedings: Traditional Chinese (Mandarin)

11. 條款變更 · Changes to these terms

Material changes notified 30 days in advance. Continued use after effective date = acceptance. If you disagree, cancel within the notice period and receive pro-rata refund of pre-paid fees.

12. 整合特定條款 · Integration-specific terms

12.1 Google Drive integration

If you use the /admin/integrations/google-drive feature:

  • You authorize Runly AI to read only the Google Sheets you explicitly select via the Google Picker. We do not browse your Drive.
  • You can disconnect at any time via the "Disconnect" button. This is immediate and unilateral on your side.
  • On disconnect: we call Google's revocation endpoint to invalidate the token, destroy our stored copy, and halt all future syncs. Data already sync'd stays in our database subject to retention rules (§9).

12.2 Google API Services User Data Policy

Our use of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. See Privacy Policy §12 for details.

13. 聯絡 · Contact

14. 完整協議 · Entire agreement

These Terms, together with the Order Form and Privacy Policy, constitute the entire agreement. Supersedes all prior oral or written communications on the subject. If any provision is held invalid, the remainder continues in force.