1.  Scope

1.1.1 These General Terms and Conditions for Libra AI (“General Terms and Conditions Libra by Wolters Kluwer” or "GTC") of Wolters Kluwer Nederland BV, registered in the commercial register with registration number 30173996  and with the business address Staverenstraat 15, 7412 CJ  Deventer ("WKNL") apply to the use of the digital Legal-Tech Software as a Service application ("Libra AI") based on Artificial Intelligence, which supports legal work by means of a chatbot function, among other things, produced and owned by Libra Technology GmbH, that is the intellectual property rights holder.

1.1.2 For reasons of clarity it is explicitly confirmed that the General Terms and Conditions of WKNL do not apply to the Libra AI provisioning, but only to the other products or services purchased by Customer from WKNL. 

1.2 WKNL, acting as a licenseholder for Libra AI, that concludes agreements in its own name for the use of Libra AI with customers ("Customers") for provision to their employees (hereinafter uniformly referred to as "Users").

1.3 The language applicable to the conclusion of an agreement is Dutch or English. Translations of these GTC into other languages than Dutch or English are for information purposes only. In the event of contradictions, the Dutch version shall prevail.

1.4 Deviating terms and conditions of the Customer shall not apply unless WKNL expressly agrees to their validity in writing.

1.5 Without prejudice to the provisions of art. 1.1.2 of these GTC, these GTC are an integral part of all agreements that WKNL concludes with the customer for the Libra AI services offered by WKNL. They also apply to all future services or offers to the customer as far as they are Libra AI related, even if they are not separately agreed again.

2. Conclusion of the Agreement

2.1 Customers interested in using Libra AI can submit a binding offer  to conclude an agreement at the specified price by entering their contact and payment details and the start of use or by confirming a corresponding offer or order form sent by WKNL, e.g. by e-mail ("Offer").

2.2 Upon acceptance or confirmation by WKNL, but at the latest upon granting access to Libra AI, WKNL accepts the Offer and the agreement is concluded ("Agreement").

2.3 These GTC are an integral part of the Agreement. Should provisions of these GTC contradict the information provided in the offer confirmation, the provisions of the offer confirmation shall take precedence over these GTC.

2.4 WKNL has no influence on the proper provision, functioning and/or availability of products and services of third parties ("Third Party Products") that are used by the Customer in connection with Libra AI or through functionalities available in Libra AI and WKNL cannot provide any guarantee in this regard, even when they would be linked to or integrated in Libra AI. Third Party Products may be subject to additional terms and conditions of third party providers, for compliance with which the Customer is solely responsible. Customer shall indemnify WKNL for any third party claim related thereto.

2.5 The Customer can only use APIs (Application Programming Interfaces) and comparable services such as Add-ins provided by WKNL from time to time in addition to Libra AI and only in the manner intended, in particular to use Libra AI with Third Party Products. The APIs and comparable services such as Add-ins are considered part of Libra AI and are subject to the provisions of the Agreement, particularly these GTC and additional provisions that the Customer must accept, if any.

3 Subject matter of the agreement and use of Libra AI

3.1.1 The subject matter of the Agreement is the provision of Libra AI for use by the Customer. Libra AI is made available to the Customer online via an internet browser. The Customer must ensure that it has a sufficient internet connection and the system requirements necessary for use, in particular with regard to an up-to-date operating system and supported browsers (Chrome, Firefox). The delivery of operating system(s) and/or support of individual browsers is not WKNL’s obligation, nor the subject of the Agreement.

3.1.2 The Agreement will only cover that what is indicated in the Offer and WKNL is not obliged to provide any products or services not specified in the Offer.

3.2 Depending on its version specified in the Agreement, Libra AI offers various functionalities addressed to legal professionals, particularly law firms and corporate legal departments. By entering corresponding instructions in plain language ("Prompts") in Libra AI ("Customer Input"), the Customer can generate output in the form of text/files ("Libra Output"). This includes, for example, legal research or summaries and comparison versions of documents. The Customer can also upload documents to their user account and save and edit these documents using Libra AI ("Customer Documents"). Simultaneously, it is expressly stipulated that Libra AI is intended to serve as a repository or archive for documents, nor as a document circulation or workflow management system. The Customer is responsible for creating backups of the Customer Documents.

3.3. Libra AI integrates large language models ("LLMs") in the backend, among other things, which use generative artificial intelligence ("AI") to create content that is individually adapted to the Customer-Input. As part of the service provision, Libra AI uses LLMs to make plausible predictions or generate Libra Output. The functionality of these technologies is based on the analysis of data in order to recognize statistical patterns and calculate probabilities for suitable output. The accuracy or truth of the Libra Output is not checked, as the generated content is based on the Customer Input, learned data and probability models and merely represents predictions. When using Libra AI, the Customer is therefore aware and agrees that the content generated as Libra Output cannot claim to be complete, correct or error-free.

3.4 The Customer acknowledges and accepts that optimal use of and/or access to certain functionalities or versions of Libra AI may depend on the purchase of a minimum amount of content or services (“MCR”), as specified in the offer or a separate agreement between the parties.

If the Customer does not meet this MCR, WKNL reserves the right to (i) restrict certain functionalities, or (ii) suspend the use of Libra AI in whole or in part, without this being considered a breach of contract or failure on the part of WKNL.

3.5 In addition, versions of Libra may differ in terms of whether they are eligible for ancillary services such as an onboarding, as well as the form in which this onboarding is provided. Therefore, unless otherwise specified in the Offer, onboarding is carried out as part of self-onboarding. If the Agreement does not specify the version of Libra AI covered by its subject matter, it is assumed that the Agreement covers the most basic, paid version of Libra AI.

3.6 Libra AI is set up in such a way that Customer Input that cannot be answered automatically by Libra AI (e.g. because they cannot access content and information provided by the Customer and therefore cannot process the corresponding information) are provided in Libra Output with a corresponding notice to the Customer. However, the Customer acknowledges that, due to the specific functioning of the technologies integrated in Libra AI, this measure cannot result in Libra Output containing only correct information.

3.7 WKNL does not offer any legal services with Libra AI and is not intended to replace a professional legal assessment or decision-making process. Libra AI is intended solely to support the Customer and User in their independent legal work. Libra AI does not carry out a legal review of the individual case, but provides the Customer and User with samples and results, the legal review of which is the sole responsibility of the Customer and User for the application in the individual case.

3.8 In order to use Libra AI, Users must register with their e-mail address, accept separate terms of use, if applicable, and set up an account (“User Account”).

Depending on the Agreement, a User of the Customer can manage the registration of users and manage it centrally in a registration and administration portal, providing all necessary information.

3.9 The Customer may use Libra AI only to the extent specified explicitly in the Agreement, including these GTC. WKNL may temporarily block or suspend access to Libra AI for the Customer if this is absolutely necessary required for technical reasons, if there are concrete reasonable indications that the Customer is in breach of legal regulations or obligations under the Agreement, is in default of payment of a fee or if this is necessary required for compelling legal, judicial or official reasons. When deciding to block or suspend the access, WKNL will take into account the legitimate interests of the Customer, in particular whether there are indications that the Customer is not responsible for the violation. WKNL will restore the access as soon as the compelling technical reasons, the breach of the Agreement, the compelling legal, judicial or official reasons cease to apply or the default in payment has stopped.

3.10 If contractually agreed upon or specified in the offer, the Customer may be entitled to the assistance of a Legal Engineer. The role of the Legal Engineer is to guide the Customer in the use of Libra AI and, considering the Customer’s practices and processes, to assess how the functionalities of Libra AI can be optimally utilized by the Customer. This support is provided solely for advisory and implementation purposes and does not constitute legal advice, nor does it guarantee service or quality levels to the Customer. The scope, duration, and any associated fees for such Legal Engineer assistance shall be as agreed in the relevant agreement or offer.

4 Rights of use to Libra AI and the Libra Output

4.1 For the duration of the Agreement, WKNL grants the Customer a simple, territorially unlimited, non-exclusive, non-transferable and non-sublicensable license under which the Customer has the right to use Libra AI for the Customer's internal business and operational purposes, according to Libra AI intended purpose and its documentation, within the number of Users specified in the Agreement. Within this license Customer has a right to make Libra AI available for use by Users in accordance with these GTC.

4.2 The Agreement entitles the Customer to grant the agreed number of Users access to Libra AI in accordance with section 4.1. If a User leaves the Customer, the Customer may grant the right of use of a User to another User.

4.3 Any use beyond the provisions of the Agreement is not permitted. The Customer is obliged to ensure use within the agreed scope. This means in particular that the Customer must prevent unauthorized used by Users and access to Libra AI by third parties by taking appropriate measures and precautions. To this end, the Customer shall require Users to comply with the conditions of use of Libra AI. If the Customer becomes aware of violations of the conditions for the use of Libra AI, he is obliged to immediately prevent further similar violations by taking appropriate measures and to inform WKNL immediately of the violations and the measures taken.

4.4 Libra AI may only be used in the form provided by WKNL and with the functions provided by WKNL. Unless otherwise specified in the Agreement, Libra AI may not be reproduced, distributed or made available to third parties in any form, as a whole nor in fragments. In particular, the following is not permitted:

a. Any resale or transfer of Libra AI or parts thereof to third parties for commercial or non-commercial purposes (e.g. in the form of a proprietary platform or other service);

b. Any modification of Libra AI;

c. Any use of Libra AI that qualifies as a prohibited practice within the meaning of the Artificial Intelligence Act;

d. Any use of Libra AI that qualifies as a high-risk AI system within the meaning of the Artificial Intelligence Act; and

e. the other actions listed in sections 4.5 and 7.2.

4.5 In particular, the Customer shall

(a) not license, sublicense, sell, resell, lease, transfer, assign, distribute or otherwise use the Libra AI or make it available to third parties, e.g. grant unauthorized persons access to the Libra AI;

(b) not modify, "hack" or otherwise attempt to gain unauthorized access to the Libra AI;

(c) not use the Libra AI in any unlawful manner, including but not limited to violating the privacy rights of third parties;

(d) not use the Libra AI to infringe any intellectual property rights, privacy rights or other rights of any other person or party;

(e) not use Libra AI in any manner that interferes with or disrupts the integrity or performance of Libra AI and its components;

(f) except as permitted by law, not attempt to decipher, decompile, reproduce, reverse engineer or otherwise discover the source code on which Libra AI is based, including any source code, object code, algorithms, methods, processes or techniques used or contained therein;

(g) not use Libra AI to knowingly transmit, upload, link to, send or store viruses, malware, Trojan horses, time bombs or similar harmful software;

(h) not use or attempt to use Libra AI in breach of the Agreement;

(i) not alter or remove any logos or legal notices of copyright, trademark and similar rights;

(j) not use Libra AI with other automated computer programs such as "bots", crawlers or similar technologies.

4.6 WKNL (or its licensors) shall remain the sole owner of all rights in the Libra Output, regardless of whether they are copyrightable, unless the Libra Output is solely demonstrably based on Customer Content. Insofar as the Libra Output is subject to copyright or similar intellectual property protection that originates with the Customer or User, the Customer or User assigns to WKNL all its rights, titles and interests in copyrights or similar intellectual property rights in relation thereto or grants WKNL the exclusive rights of use that are unrestricted in terms of time, territory and content.

4.7 WKNL grants the Customer the permanent, non-exclusive, non-transferable and non-sublicensable right to use the Libra Output for the purpose of processing the Customer's case or mandate. For this purpose, the Customer may reproduce and edit the Libra Output. Any commercialization of the Libra Output beyond the use for case or mandate processing is not permitted. In particular, it is not permitted to make the Libra Output available to third parties or to commercialize it in any other way outside of case or mandate processing.

4.8 If the Customer or User claims that the Libra Output used by him is not protected by WKNL copyright, he must specifically state and prove this. In particular, it must be proven that the Libra Output was created exclusively through an autonomous production process without any creative human contribution and that the Output does not contain any works or protectable parts of works. The use of Libra AI as a supporting tool in the creation process does not preclude copyright protection.

4.9 WKNL reserves the right (“auteursrechtvoorbehoud”) to Customer and User to make copies  of the content provided by WKNL (including the Libra Output) and databases for the purpose of text and data mining, in accordance with art 15o Auteurswet or a successor provision, except for the Customer Documents and Customer Input. The Customer is not entitled to use any content and/or databases, including the Libra Output, for commercial text and data mining.

5. Rights of use to Customer Documents and Customer Input

5.1 WKNL warrants that Libra AI will not use Customer Documents and Customer Input for the training of AI and LLM. Exceptions to this are cases in which the Customer grants WKNL a corresponding authorization to train with the Customer data. The declaration of authorization must be in text form.

5.2 The Customer grants WKNL, insofar as this is appropriate and necessary for the intended use of Libra AI, the simple, spatially unrestricted rights of use, limited in time to the term of the Agreement, to the content, data and information provided by him within the scope of the use of Libra AI for the aforementioned purposes.

6. Remuneration

6.1 The Customer shall pay for the use of Libra AI the remuneration set out in the Agreement ("Usage Fee").

6.2 The Usage Fee is due in advance. In the case of monthly remuneration, the usage fee is payable by the 5th working day of each calendar month to the account notified to the Customer by WKNL. In the case of annual remuneration, the usage fee is payable 30 days after invoicing by WKNL to the account notified to the Customer by WKNL. The fees stated in the Agreement are net, plus the applicable value added tax stated in the Agreement.

6.3 WKNL can at its reasonable discretion adjust the prices for Libra AI at the beginning of a new contract year or at any other moment it deems fit. Provider shall provide the Customer with appropriate notice hereof at least four (4) weeks prior to applying the price adjustment. In case the Customer is not an enterprise the Customer shall be entitled to terminate the Agreement within three (3) weeks of receiving the information about price adjustment

7. Obligations of the Customer and indemnification

7.1 The Customer shall use the Libra AI only to the extent contractually agreed.

7.2 The Customer and Users shall not pass on their login data and shall not allow persons who are not authorized users to access Libra AI. The Customer shall oblige Users to use Libra AI exclusively within the contractual scope and to protect and keep their access data safe from access by third parties. Access data may also not be passed on internally at the Customer. Unauthorized access must be reported to WKNL immediately.

7.3 The Customer is obliged to ensure that Users only use their own user accounts. The use of joint accounts, so-called shared accounts, and the sharing of access data to User Accounts is prohibited. If shared accounts are used or the access data of User Accounts are shared and several persons use Libra AI via the same access, Libra may demand the total remuneration incurred within the last 12 months prior to the discovery of the violation as compensation. The Customer is at liberty to prove that the damages incurred were lower. Further claims remain unaffected.

7.4 The Customer is responsible for ensuring that the technical requirements for access to and use of Libra AI are met by the Users. This applies in particular to suitable hardware, operating system, internet connection and web browser, taking into account any technical specifications published by WKNL.

7.5.1 The Customer is allowed to use Libra AI only in accordance with Agreement, including these GTC, and within the scope of Libra AI technical or technological capabilities, Libra AI’s intended purpose and type/character/intensity of use expected from a standard customer on the market of legal AI assistants/legal AI workspace providers; in particular, the Customer must refrain from any activity that is likely to impair and/or excessively burden the operation of Libra AI, the services offered and/or the underlying technical infrastructure and shall also oblige the Users accordingly (“Fair Use”).

7.5.2 In case WKNL introduces specific limits of use into its offer, such limits shall be specified in the Agreement and apply on top of the abovementioned Fair Use clause. 

7.6 The Customer is responsible for the selection, review, validation and verification of the admissibility, appropriateness and accuracy as well as the type and content of the Customer Documents and the Customer Input. This includes, in particular and amongst others, compliance with professional and ethical regulations as well as the general provisions of the Criminal Code, data protection law and regulations for the protection of personal rights and intellectual property rights. The same applies to the completeness, reliability and quality of the content, data and information provided and to interpretations or conclusions drawn from the use of the services and/or work results.

7.7 The Customer is aware that the quality of the Libra Output depends to a large extent on the Customer Input and the Customer Documents. In addition, the Customer is aware that the LLMs underlying Libra AI and operated by third-party providers can also produce incorrect results in terms of content (in particular "hallucinations" whereby the AI system fills in missing knowledge without indicating this in the results, resulting in a credible, but objectively incorrect statement without reservations). It is in the nature of the technology used and it is generally recognized that LLMs may also generate output that is incorrect, contrived or misleading. WKNL therefore does not warrant that the Libra Output is accurate or complete in content or can be used by the Customer for the Customer's intended purpose.

7.8.1 The Customer shall, to the extent necessary, adequately inform and instruct the Users of Libra AI about the proper use of Libra AI and provide the Users with all legally required information. This applies in particular to data protection requirements and requirements of the Artificial Intelligence Act.

7.8.2 The Customer’s obligations described above in this Section 7 of GTC exist independently of any statutory obligations of the Customer, in particular those arising from Article 4 of the Act on Artificial Intelligence (i.e., Regulation (EU) 2024/1689 of the European Parliament and of the Council of June 13, 2024, laying down harmonized rules on artificial intelligence), as an “operator” of an artificial intelligence system within the meaning of Article 3 (4.) of the Artificial Intelligence Act. 

7.9 The Customer shall indemnify WKNL and its respective managing directors, employees and other servants against all claims of third parties in this respect, which are attributable to the fact that the Customer has culpably breached the obligations in the Agreement. This includes, in particular, damages resulting from the fact that Customer Documents or Customer Input provided by the Customer are not correct or complete in terms of content, or violate the rights of third parties or applicable law.

7.10 The Customer must immediately report malfunctions or malfunctions of Libra AI to WKNL, stating the information known to him and useful for their detection.

7.11 The Customer acknowledges that it is the Customer's responsibility to evaluate the correctness, adequacy, accuracy or completeness of the Libra Output, in particular by human review and correction of the Libra Output. The Customer acknowledges and agrees that it uses the results obtained through the use of Libra AI at its own risk. In particular, the Customer shall verify and ensure that it:

- does not use the Libra Output to develop, train or improve artificial intelligence or machine learning models;

- does not present the Libra Output as if it had been approved or reviewed by WKNL;

- represents the Libra Output as a wholly man-made work;

- uses Libra AI for automated decision-making that has legal or similarly significant effects on individuals, unless it is done with appropriate human review and in accordance with applicable laws;

- Use Libra AI for any purpose or with any effect that is discriminatory, harassing, harmful or unethical.

8 Warranty

8.1 Reproducible deviations from the service description are deemed to be defects if they impair the value or suitability for the usual use described therein to a more than insignificant extent or if WKNL was unable to effectively grant the Customer the rights required for the contractually agreed use. An insignificant defect shall not give rise to claims for defects.

8.2 Service descriptions are not to be understood as a guarantee or warranted quality without a separate written agreement.

8.3 If the Customer demands subsequent performance due to a defect, WKNL has the right to choose between rectification, replacement delivery or replacement service. Subsequent performance shall take place within a reasonable period of at least two weeks. If the Customer has set a further reasonable period of grace after the first period has expired without result and this has also expired without result, or if a reasonable number of attempts at rectification, replacement delivery or replacement performance have been unsuccessful, the Customer may, subject to the statutory requirements, choose to terminate the Agreement extraordinarily or reduce the remuneration agreed in the respective Agreement and claim damages.

8.4 The Customer shall be entitled to claims for damages due to defects in accordance with Section 9.

8.5 Claims for defects shall become time-barred within 12 months if they are subject to the statute of limitations. This does not apply in case of clause 9.4.

9. Liability

9.1 The total liability of WKNL on account of an attributable shortcoming in the performance of the

Agreement, in tort or otherwise, expressly including any shortcoming in the performance of a data processing agreement and guarantee obligation agreed with Customer,  is limited to compensation of the direct damage up to a maximum of the amount that has been paid or should have been paid to WKNL, whereby in the case of a continuing performance agreement, it is assumed to be for one (1) year. The above exclusions and limitations of liability for WKNL also apply with regard to any warranties and indemnity obligations of WKNL.

9.2  Direct damage exclusively means:

(i)             reasonable costs incurred by Customer in order to ensure that WKNL’s performance meets the requirements of the Agreement;

(ii)          reasonable costs incurred to prevent or limit direct damage, which could be expected because of the event underlying the liability; and

(iii)       reasonable costs incurred to establish the cause of the damage, liability, direct damage, and manner in which it is remedied.

9.3 Any liability of  WKNL for damage other than direct damage, such as consequential damage, derivative loss, and intangible damage is fully excluded. For this purpose, consequential damage at least includes lost profits, lost savings, reduced goodwill, damage due to business interruptions, losses, costs incurred to prevent or establish consequential damage, the loss or exchange of, or damage to, electronic data, damage due to delays in the transport of data traffic, and all damage other than as referred to in Article 9.2.

9.4 This Article 9 does not limits WKNL’s liability for damage resulting from its intent or willful recklessness.

9.5 Before the right to any compensation of damage arises, Customer must always have given written and substantiated notice of the damage as soon as possible after it occurred, WKNL must have been given a reasonable period in which to remedy the situation. Any right to compensation of damage under this article lapses if Customer fails to give WKNL written and substantiated notice of the damage within three (3) months of when the damage first manifested itself.

10. Term, extension and termination

10.1 The Agreement term begins with the agreed commencement of use or, if no such commencement has been agreed, with the conclusion of the Agreement. The term of the first subscription period is determined by the license model agreed upon in the Agreement and can be 12, 24 or 36 months, unless explicitly otherwise agreed. If the Agreement does not specify the term of the first subscription period, it is assumed that the first subscription period is 12 months.

10.2.1 At the end of each subscription period, the term of the Agreement will be automatically extended by 12 months if the Customer or WKNL does not terminate the Agreement with a notice period of 60 days before the end of the respective Agreement period.

10.2.2 If the Agreement explicitly defines a monthly autorenewal subscription period, then each Party may terminate the Agreement with 14 days' notice to the end of the respective subscription period. This provision does not stipulate a sole legal basis for conclusion a monthly autorenewal Agreement – such monthly autorenewal Agreement must be regarded as an exception and is allowed only in case of mutual explicit statements of both Parties. 

10.3 The right to extraordinary termination for good cause by WKNL remains unaffected. Good cause for termination by WKNL exists in particular if (1) insolvency proceedings are opened against the customer's assets or rejected due to lack of assets or (2) the Customer enables a higher number of users to use Libra AI than contractually agreed.

10.4 Terminations must be made in text form. Partial terminations of User licenses are possible subject to the notice periods and terms for the agreed license.

10.5 Upon termination of the Agreement, for whatever reason, the right of use and the Customer's access to Libra AI shall expire immediately.

10.6 Additionally WKNL has the right, at its sole discretion, to terminate a Pilot as meant in clause 14 at any time with immediate effect, without any obligation to provide reasons, unless otherwise contractually agreed.

In the event of such termination of a Pilot by WKNL, WKNL shall only be liable to refund on a pro rata basis any fees paid by the Customer for the remaining unused portion of the Pilot Phase as of the effective date of termination. No other compensation, damages, or remedies shall be due to the Customer, unless otherwise contractually agreed.

11. Data protection; confidentiality; obligation to professional secrecy

11.1 For the processing of personal data of the Customer by WKNL on behalf of the Customer, WKNL and the Customer,  are concluding  the data processing agreement (“DPA”) which is attached to these GTC and is accessible via this link and forms an integral part of the Agreement.

11.2 The Parties shall treat as confidential, keep confidential and not disclose to third parties all information (including trade secrets) relating to the Agreement which is marked as confidential or the confidentiality of which is apparent from the circumstances, whether communicated in written, electronic, otherwise embodied or oral form, including but not limited to the Customer Documents and information relating to the technologies used, business operations and strategies, customers, pricing and marketing ("Confidential Information"). Excluded from this are consultants of the Parties who are subject to a professional duty of confidentiality and the employees who have a "need to know" this information, whereby the confidentiality obligations for consultants of the Parties and employees may not be less strict than agreed here. Notwithstanding the foregoing, Confidential Information shall not include information that the receiving party can prove: (a) was known to it prior to entering into the Agreement; (b) was disclosed to it by a third party without breach of a legal or contractual duty of confidentiality; (c) was or becomes publicly known through no fault of the receiving party; or (d) is required to be disclosed by a court or governmental order. The provisions of the law on the protection of business secrets shall remain unaffected.

11.3 The Parties shall maintain appropriate confidentiality measures in order to store Confidential Information in an appropriate manner in accordance with recognized security standards in line with the current state of the art. The level of security may not be lower than for the Customer's or WKNL's own Confidential Information.

11.4 WKNL is entitled to use other natural or legal persons ("subcontractors") to fulfill its contractual obligations towards the Customer. If subcontractors are commissioned, WKNL shall oblige the subcontractors who may come into direct or indirect contact with information of the Customer in the course of WKNL's performance of the Agreement to maintain confidentiality in text form in accordance with this clause 11.

11.5 The duty of confidentiality shall continue for 5 years after termination of the contractual relationship.

11.6 Since WKNL is a legal entity, the duty of confidentiality applies to the managing directors and employees of WKNL who become aware of the third-party secrets in order to fulfill the contractual obligation to the Customer.

11.7 In addition, in order to fulfill the Agreement and/or to comply with legal and regulatory obligations and/or on the basis of its legitimate interest, WKNL as controller may process the personal data of employees or managing directors ("contact persons") of the Customer (including, for example, first and last name, business address and telephone number) provided to it by the Customer, in particular for the administration and monitoring of the business relationship with the Customer (creation of user accounts, administration of contracts, orders, subscriptions, invoicing, etc.). The Customer is obliged to inform the contact persons who are involved in the implementation of the contractual relationship that WKNL processes their data and to what extent,.

11.8 If WKNL has received the Customer's e-mail address in connection with the conclusion of the Agreement and the Customer has not objected to this, WKNL reserves the right to use the Customer's e-mail address for the purpose of direct advertising for its own similar or related goods and services.

12. Offer of Libra AI, availability and updates

12.1 WKNL endeavors to ensure trouble-free operation of Libra AI. This is naturally limited to services over which WKNL has an influence and therefore Libra AI may not be available due to its maintenance, upgrades, updates, testing, bug fixing, or other technical activities. WKNL will make proper effort to ensure that these activities are carried out outside standard working hours. WKNL therefore draws the Customer's attention to the fact that there may be restrictions or impairments in the use of Libra AI that are beyond WKNL's control. These include, in particular, actions by third parties not acting on behalf of WKNL, technical failures beyond WKNL's control and force majeure.

12.2 WKNL will generally carry out planned maintenance work that may lead to an interruption in availability outside normal business hours between 19:00 and 05:00. If maintenance work is scheduled to take place during normal business hours, WKNL shall inform the Customer in good time in advance by e-mail.

Unscheduled maintenance work that is necessary for security reasons or to rectify critical errors may be carried out without prior notice. WKNL will inform the Customer of such measures as soon as possible.

12.3 WKNL is entitled, but not obliged, to change Libra AI during the term of the Agreement, in particular to adapt the service to technological progress. WKNL reserves the right to update Libra AI without prior notice in order to offer the Customer a correspondingly optimized range of services, provided that the suitability of Libra AI for the agreed purpose is fundamentally maintained and the optimized offer is reasonable for the Customer, taking into account the interests of both Parties. This also includes the addition of new functionalities, changes to the user interface and adjustments to the backend. The Customer is not entitled to the maintenance of functionalities not explicitly agreed in the Agreement that are not essential for the basic functionality of Libra AI.

12.4 WKNL may also introduce new versions of Libra AI with extended and/or improved functions and offer them to the Customer free of charge or for an additional fee (hereinafter "Premium Functions"). Premium Functions may include, but are not limited to, the integration of third-party services. If WKNL makes use of this right, the Customer can book the Premium Functions via his Customer account for a fee. The prices and conditions for the respective Premium Functions shall be displayed to the Customer before the booking is concluded and shall be deemed to have been agreed as soon as the Customer confirms the booking. If individual Users activate Premium Functions, this applies for and against the Customer. WKNL is entitled to offer Premium Functions in a free trial version.

12.5 Updates shall not result in the originally agreed functionalities no longer being available to the Customer or in originally agreed requirements only being fulfilled to a significantly limited extent.

12.6 In the event of updates, the Customer is not entitled to a rollback to a previous version of Libra AI.

13. Support and Service Level

13.1 WKNL offers the Customer support at its own discretion and in accordance with the following provisions. This support is provided via the channels and contact details provided by WKNL only during business hours from Monday to Friday from 09:00 to 18:00 (hereinafter referred to as "Service Hours"). As part of the support, reports of any technical errors are received and processed.

13.2 After receipt of an error report, WKNL will begin to rectify the fault within the times specified below. The period between the receipt of an error report by WKNL and the notification of the further procedure by WKNL to the Customer is the "Response Time". WKNL shall rectify the error within a reasonable period of time, taking into account the respective Response Time (hereinafter "Rectification Time").

13.3 The Rectification Time depends on the degree of error and are determined as follows:

Error class Response/ Rectification Time

1: Disruption preventing operation. This exists if the use of the contractual services is impossible or severely restricted.       

Response Time: 5 hours

Rectification Time: 15 hours

2: Disruption hindering operations. This exists if the use of the contractual services is significantly restricted.          

Response Time: 6 hours

Rectification Time: 20 hours

3: Minor disruption. This is the case if the use of the contractual services is possible without or with insignificant restrictions.            

Response Time: 8 hours

Rectification Time: 3 working days

13.4 The assignment of an error to an error class shall be made by WKNL and should be reasonable. Response Times are calculated from receipt of a fault report exclusively within the service time.

13.5 Where possible, necessary and reasonable, the Customer shall assist in the rectification of faults.

14. Free trial version and Pilot (paid trial phase)

14.1 Insofar as WKNL grants the Customer access to Libra AI or a Premium Function for a specific period of time (hereinafter "Test Phase") as a free trial version, the following provisions shall apply:

a.             For the Test Phase, the free trial version of Libra AI is provided to the Customer for use free of charge unless agreed otherwise.

b.             For the Test Phase and in deviation from Section 9 of these GTC, WKNL cannot be held liable for any damages whatsoever incurred by Customer, except for damages resulting  from gross negligence or willful misconduct by WKNL, in which case no limitation applies.

c.             During the Test Phase, the functional scope of Libra AI may deviate from the contractually guaranteed functions.

d.             During the Test Phase the scope of the content available in Libra AI may deviate from the contractually agreed scope, in particular Customer may have access to broader content scope. during test phase than during the term of the Agreement for paid version of Libra AI.

e.            During the Test Phase, either Party may terminate the contractual relationship at any time without giving reasons.

14.2 The Test Phase begins with the conclusion of the Agreement, but at the latest when access to Libra AI is granted to the Customer. Unless otherwise agreed for the duration of the Test Phase, it ends at the end of fourteen days from the start of the Test Phase.

14.3 After expiry of the Test Phase, the contractual relationship regarding the free use of Libra AI and the access thereto ends. WKNL may grant the Customer the option of seamlessly transitioning from the Test Phase to paid use of Libra AI. For this purpose, the Customer must make a corresponding booking. WKNL can support the Customer in migrating further trial accesses of other Users to the Customer's account. In case the Customer does not transition to paid use of Libra AI, the access to Libra AI will expire.

14.4 The Customer is prohibited from obtaining further trial versions after the free trial version has expired and from creating new accounts in order to circumvent this restriction.

14.5 The above provisions (except for 14.1 a. and b.) regarding free trials also apply to paid trials (Pilots), with the following exceptions: 

a. Unless otherwise specified in the Agreement, pilots last 5-6 weeks. 

b. Pilot is subject to a fee (in accordance with the Agreement). 

c. Pilot may include additional onboarding services, as determined by Libra's current offer and the Agreement. 

15. Miscellaneous

15.1 Libra AI is subject to continuous further development. In particular, WKNL may further develop and change the usage options. Further development or modification of Libra AI and/or the usage options may require changes to these GTC. WKNL is therefore entitled to amend these GTC insofar as this is necessary to take into account further developments or changes to Libra AI or the usage options, to close any loopholes that may cause significant difficulties in the execution of the Agreement, or to comply with legal requirements. Such changes to the GTC should not put the Customer in a worse position than when the Agreement was concluded. The Customer shall be notified of such amendments to the GTC in text form at least six weeks before they are scheduled to take effect.

15.2 WKNL is entitled to unilaterally amend or supplement these GTC. Customer will be notified of the changes in writing. If Customer does not object to the change within 30 days of notification, it shall be deemed accepted. Customer may terminate the Agreement only if it is not practicing a profession or running a business and the change is significant.

15.3 Other amendments or additions to the Agreement must be made in text form in order to be effective, whereby express reference must be made to the Agreement. This also applies to an agreement that deviates from this text form requirement. Section 15.4 remains unaffected.

15.4 The Customer is not entitled to transfer or assign the Agreement or rights arising from it without the prior written consent of WKNL .

15.5 Should any provision of the Agreement be or become invalid, illegal or unenforceable, this shall not affect the validity, legality and enforceability of the remainder of the Agreement.

15.6 The Agreement shall be governed exclusively by the laws of the Netherlands to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.7 The exclusive place of jurisdiction for all disputes arising from or in connection with the Agreement is The Hague WKNLis also entitled to sue at the customer's place of business.

15.8 Customer agrees to use Libra AI in compliance with all export controls and economic sanctions laws applicable to the Parties, including without limitation by not exporting or transferring Libra AI to, using Libra AI for the benefit of, or making Libra AI available for use by any person, entity or organization with whom E.U. or U.K. persons are otherwise prohibited from engaging in such transaction. WKNL shall have no obligation to make Libra AI available to any user or in any jurisdiction if doing so, in its reasonable discretion, would violate applicable law, and WKNL shall have no liability upon written notice to the Customer for withdrawing Libra AI from such user or jurisdiction in such event. This clause applies only to the extent that it is enforceable under the currently applicable laws, in particular Council Regulation (EC) No. 2271/96 ("European Blocking Regulation"). and its successor regulations and laws.

15.8 WKNL is entitled to transfer the Agreement concluded with the Customer to an affiliated company, meaning a company belonging to the same group of companies as meant in art.2:24b Dutch Civil Code to which WKNL belongs and to have any rights and obligations under the Agreement performed in whole or in part by third parties, in particular affiliated companies, or to assign them to third parties, in particular for financing purposes, without the consent of the Customer being required.

16. Notification of unlawful content, content moderation

WKNL as a hosting service provider within the meaning of the Digital Services Act (i.e., Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on a Single Market for Digital Services and amending Directive 2000/31/EC), enables any person or entity to report the presence of specific information in the aforementioned service which such person or entity considers to be illegal content, in accordance with the provisions of the Digital Services Act, including Article 16 thereof. 

Any person or entity, in particular the Customer and Users, can report content that they consider to be unlawful by e-mail using the current contact information on our website, particularly in our imprint. 

The report should contain at least the following information: 

• a sufficiently reasoned explanation of why you consider the information in question to be illegal content, 

• a clear indication of the exact electronic storage location of this information, such as the precise URL address or URL addresses, or, if necessary, further information relevant to the type of content and the specific type of hosting service to identify the illegal content, 

• your name and email address or your organization, unless the information is deemed to relate to a criminal offence referred to in Articles 3 to 7 of Directive 2011/93/EU 

• a statement that you or the entity has a good faith belief that the information and statements contained in the report are accurate and complete.  

Each incoming report will be examined promptly, objectively and comprehensibly. If a violation is identified, the content in question will be removed or otherwise restricted. The reporting person will be informed of the decision taken and of any legal remedies. 

All content moderation and usage restriction measures are carried out objectively, carefully and proportionately. In particular, the fundamental rights of users in accordance with the Charter of Fundamental Rights of the European Union are taken into account, especially the right to freedom of expression, freedom and pluralism of the media.