Terms of Service

1. Definitions

In these Terms, the following words have the meanings below. Other capitalised words are defined where they are first used.

• AGByte, we, us and our: AGByte Labs B.V., a private limited company (besloten vennootschap) established in Amsterdam, the Netherlands.
• Agreement: these Terms, each Order and the data processing agreement in Schedule 1, together with any other document that expressly forms part of them.
• AI Features: the features of the Service that use artificial intelligence models, including large language models, to analyse Input and generate Output.
• AI Provider: a third party that provides AI models, or infrastructure for running them, that we use to deliver the AI Features.
• Authorised User: an individual whom you allow to use the Service under your subscription, such as your employees and contractors.
• Beta Feature: a feature or service that we label as beta, preview, early access, experimental or similar.
• Customer, you and your: the organisation that enters into the Agreement with us.
• Customer Content: all data and material that you or your Authorised Users submit to the Service ("Input"), such as documents, contracts, playbooks, templates, comments, questions and feedback, together with the Output generated for you.
• Documentation: the user guides, help pages and other descriptions of the Service that we make available to you, as updated from time to time.
• Fees: the fees for the Service set out in an Order.
• Order: an order form, quote, proposal, online sign-up or other ordering document agreed between you and us that refers to these Terms and sets out the subscription, its scope, term and Fees.
• Output: the content that the AI Features generate for you based on Input, such as summaries, findings, risk assessments, suggested wording and answers.
• Service: Gathersense, our hosted software platform for legal teams to review, manage and work with contracts and other legal documents, including the web application, the add-in for Microsoft Word, any mobile apps, the AI Features, APIs and the Documentation, as we update them from time to time.
• Subscription Term: the period for which you subscribe to the Service, as set out in an Order, including any renewals.
• Usage Data: technical and statistical data about how the Service is accessed, used and performs, such as feature usage, AI usage volumes, logs and error reports. Usage Data does not include Customer Content.
• Website: our public website at gathersense.com.

The words "including" and "for example" do not limit the words that come before them. A notice "in writing" or a "written" notice includes email.

2. The Agreement

2.1 Acceptance. You accept these Terms by signing or accepting an Order that refers to them, by accepting them online, or by accessing or using the Service. If you accept them on behalf of an organisation, you confirm that you are authorised to bind it. If you are not authorised, or you do not agree, you may not use the Service.

2.2 Business use only. You confirm that you use the Service in the course of your business, trade or profession, and not as a consumer.

2.3 Order of precedence. If documents in the Agreement conflict: Schedule 1 prevails in matters concerning the protection of personal data; otherwise, an Order prevails over these Terms only where it expressly states which clause of these Terms it changes, and only for that Order; and these Terms prevail over the Documentation and any other document.

2.4 Your own terms do not apply. Any general terms, purchasing conditions or other standard terms of yours, including terms in a purchase order, supplier portal or procurement system, do not apply and are expressly rejected, even if we do not object to them at the time.

2.5 Separate agreements. If you and we have signed a separate agreement for the Service, that agreement applies instead of these Terms to the extent that it covers the same subject.

2.6 Electronic contracting. If you enter into the Agreement electronically, articles 6:227b(1) and 6:227c of the Dutch Civil Code do not apply, to the extent that the law allows this.

3. The Service

3.1 Your right to use the Service. Subject to the Agreement and to payment of the Fees, we grant you, for the Subscription Term, a non-exclusive and non-transferable right, without the right to grant sublicences, to access and use the Service through your Authorised Users, within the limits of your subscription, for your internal business purposes, including your work for your own clients.

3.2 Changes to the Service. We develop the Service continuously. We may add, change or remove features, change its design, and change the AI models and AI Providers we use, for example to improve quality, security or availability. If a change materially reduces the core functionality of a paid subscription, you may end the affected Order by written notice within 30 days after the change, and we will refund the prepaid Fees for the remaining part of the Subscription Term.

3.3 Availability and support. We make reasonable efforts to keep the Service available at all times, except during maintenance and for reasons beyond our reasonable control. We try to carry out maintenance at quiet times and to announce in advance any planned maintenance that may cause noticeable disruption. Service levels apply only if an Order sets them out. We provide support by email at support@gathersense.com on business days in the Netherlands.

3.4 Reasonable efforts. All of our obligations under the Agreement are obligations to use reasonable efforts (inspanningsverbintenissen), not obligations to achieve a particular result (resultaatsverbintenissen), unless the Agreement expressly states otherwise.

3.5 Trials, demos and Beta Features. If we provide the Service free of charge, for a trial or demonstration, or provide Beta Features, we do so "as is", without any commitment as to availability, support or continuity, and we may change or end them at any time. Beta Features may be less reliable than the rest of the Service. If a trial ends without becoming a paid subscription, we may delete the Customer Content of the trial 30 days after it ends.

3.6 Dedicated environments. Where an Order provides for a dedicated environment or another specific hosting arrangement, the Order describes that arrangement.

3.7 Third-party products. The Service works with products of other companies, such as Microsoft Word for our add-in and sign-in services such as Google. Your use of those products is governed by their own terms. We are not responsible for them, and changes to them may affect how the Service works with them.

4. Accounts and Authorised Users

4.1 Administrators. You appoint one or more administrators, who manage the Authorised Users, roles and permissions in your workspace. You decide who has access to which content.

4.2 Individual accounts. Each Authorised User must have their own account. Login details are personal and may not be shared. Authorised Users must be at least 18 years old.

4.3 Your responsibility. You are responsible for all activity under your accounts and for your Authorised Users' compliance with the Agreement, and you are liable for their acts and omissions as if they were your own. You must keep the information in your accounts accurate and up to date, and remove access promptly when someone should no longer have it.

4.4 Account security. You must keep login details secure, use the security features that the Service offers where appropriate (such as two-factor authentication), and notify us without delay at support@gathersense.com if you suspect unauthorised access to your accounts or Customer Content.

5. Customer Content

5.1 Your content stays yours. As between you and us, you or your licensors own all rights in Customer Content. We obtain no rights in it other than those set out in this clause 5.

5.2 Permission to process. You grant us a non-exclusive, royalty-free right, for the duration of the Agreement and the deletion period after it, to host, store, copy, convert, index, analyse, transmit and display Customer Content, and to allow our sub-processors to do so, solely to provide, secure and support the Service for you, to comply with the law, and as you otherwise instruct.

5.3 What we never do. We do not sell Customer Content, and we do not use it for advertising. We do not use Customer Content to train, retrain or fine-tune any artificial intelligence model, whether our own or a third party's, and we do not allow AI Providers to do so.

5.4 Adaptations for your workspace. Clause 5.3 does not prevent features that adapt the Service to your own use, such as applying your playbooks and templates, or turning your Authorised Users' feedback on findings into directives for your future reviews. These adaptations are part of your Customer Content and are used only for you.

5.5 Access by our staff. Our staff access Customer Content only where this is necessary to provide or support the Service (for example, when you ask us to investigate a problem), to keep the Service secure, or to comply with the law, and always under a duty of confidentiality.

5.6 Your responsibilities. You are responsible for Customer Content, and for having all rights, licences, consents and legal bases needed to submit it to the Service and to have it processed as described in the Agreement, including by AI Providers. You must not submit Customer Content that infringes the rights of others, is unlawful, or contains malicious code.

5.7 Sensitive and privileged information. You decide which content to submit. You are responsible for deciding whether it is appropriate and lawful to submit special categories of personal data, personal data relating to criminal convictions and offences, information subject to professional secrecy or legal privilege, or information subject to sector-specific rules, and for ensuring that doing so is consistent with your professional and legal obligations. You must not submit classified information or technical data subject to export controls.

5.8 Keep your own copies. The Service is not an archive or backup service, and you remain responsible for keeping your own copies of the documents you submit. You can download your documents and export results using the features of the Service.

5.9 Removal of content. We may remove or disable access to Customer Content if we reasonably believe that it breaches the Agreement or the law, or if a competent authority orders us to. Unless the law prohibits it, we will tell you what we did and why.

6. AI Features

6.1 How the AI Features work. To generate Output, we send the Input needed for each task (for example, the text or file of a document, relevant parts of a playbook or template, and your question) to AI Providers. They process it and return the result to us.

6.2 Your instruction. The AI Features are an essential part of the Service: without them, the Service cannot analyse documents or generate Output. By using the Service, you instruct and authorise us to share Input with AI Providers as needed to provide the AI Features, on the terms of this clause 6 and Schedule 1.

6.3 How Input is protected. We engage AI Providers only on terms, or with settings, under which they may use Input and Output only to provide their services to us, may not use Input or Output to train or improve their models, and must keep them confidential and secure. AI Providers may keep Input and Output for a limited period where their terms allow this, solely to detect abuse or to comply with the law. Where an AI Provider keeps a copy of a document so that the AI can search it, that copy is kept only while the document is in your workspace and is deleted together with it.

6.4 AI Providers are sub-processors. AI Providers are sub-processors under Schedule 1. Some of them process data outside the European Economic Area, with the safeguards described in Schedule 1. We choose which AI models and AI Providers to use and may change them, subject to Schedule 1.

6.5 Nature of Output. Output is generated automatically, and AI models make mistakes. Output may be inaccurate, incomplete, out of date or inconsistent, may not reflect the law that applies to your situation, and may be different when the same Input is submitted again. Output generated for you may resemble output generated for others.

6.6 Not legal advice. We are not a law firm and we do not provide legal advice. Neither the Service nor any Output is legal advice, and using the Service does not create a lawyer–client relationship, or any similar relationship, between us and you or anyone else, regardless of the professional qualifications of anyone at AGByte.

6.7 Human review. You must ensure that Output is reviewed by appropriately qualified people before anyone relies on it. You remain solely responsible for the decisions you make, the advice you give and the documents you sign or send with the help of the Service. You must not use Output as the sole basis for decisions that produce legal effects, or similarly significant effects, for individuals.

6.8 Restrictions on AI use. You must not use the AI Features:

• for any practice that is prohibited under the EU AI Act (Regulation (EU) 2024/1689), or for a purpose that would make the Service, or your use of it, a high-risk AI system under the EU AI Act, unless we have agreed to this in writing;
• to develop, train or improve any AI model, including by using Output for that purpose;
• to extract or reverse-engineer our prompts, instructions, model configurations or other non-public parts of the AI Features; or
• to generate content that is unlawful, infringing, deceptive or harmful.

6.9 AI literacy and transparency. You are responsible for ensuring that your Authorised Users have sufficient knowledge to use the AI Features appropriately, and for meeting any transparency obligations that apply to your own use of Output towards others.

7. Acceptable use

You must not, and must ensure that your Authorised Users and anyone acting on your behalf do not:

• use the Service in breach of the law or of the rights of others;
• upload or transmit viruses, malware or other malicious code;
• gain or attempt to gain unauthorised access to the Service, to other accounts or to our systems, or probe, scan or test the vulnerability of the Service without our prior written consent;
• interfere with or disrupt the Service, place an unreasonable load on it, or circumvent usage limits, rate limits or security measures;
• reverse-engineer, decompile, disassemble or otherwise attempt to derive the source code, models, prompts or underlying structure of the Service, except where the law expressly permits this despite this restriction;
• copy, frame or mirror the Service, or scrape it or use bots, scripts or other automated means to access it or extract data from it, except through interfaces we provide for that purpose;
• use the Service to build, train or benchmark a competing product or service, or copy its features, design or user interface;
• resell, sublicense, rent, lease or otherwise make the Service available to anyone other than your Authorised Users;
• share login details or allow more than one person to use an account;
• use the Service to store or share content that is defamatory, discriminatory, harassing or otherwise unlawful; or
• remove or obscure any proprietary notices in the Service.

If you discover a security vulnerability in the Service, please report it to support@gathersense.com and do not exploit or disclose it.

8. Fees and payment

8.1 Fees. You pay the Fees set out in the Order. Unless the Order states otherwise, Fees are in euros and exclude VAT and other taxes, which you pay in addition. Where the reverse-charge mechanism applies, you account for the VAT.

8.2 Invoicing and payment. Unless the Order states otherwise, we invoice the Fees in advance for each billing period, and you pay each invoice within 14 days of its date.

8.3 Usage limits. Subscriptions may include limits, for example on the number of Authorised Users, documents or AI requests. If you reach a limit, we may restrict further use until the next period or, where the Order provides for it, charge for the additional use.

8.4 Late payment. If you do not pay on time, you are in default without any further notice being required. We may then charge statutory commercial interest (wettelijke handelsrente) under article 6:119a of the Dutch Civil Code and reasonable collection costs, and, after giving you at least 14 days' written notice, suspend the Service until you have paid.

8.5 Disputed invoices. If you dispute an invoice, you must tell us in writing within 14 days of its date and give your reasons. You must pay the undisputed part on time. You may not set off amounts against the Fees or suspend payment.

8.6 Price changes. We may change the Fees with effect from the start of a renewal term by notifying you at least 60 days before the end of the current term. If you do not accept the change, you may end the subscription with effect from the end of the current term.

8.7 No refunds. Fees are non-refundable, except where the Agreement expressly provides for a refund or the law requires one.

9. Term and termination

9.1 Term. The Agreement starts when you accept these Terms and continues for as long as an Order or subscription is in force.

9.2 Renewal. Unless the Order states otherwise, each subscription renews automatically for successive periods equal to its initial term, but not longer than 12 months each, unless either party gives written notice of non-renewal at least 30 days before the end of the current term.

9.3 Termination for breach or insolvency. Either party may terminate the Agreement, or an affected Order, by written notice with immediate effect if the other party materially breaches the Agreement and does not remedy the breach within 30 days after receiving written notice of it, or if the other party is declared bankrupt, is granted a suspension of payments, enters into a composition with its creditors, is dissolved or stops carrying on business.

9.4 Our further right to terminate. We may also terminate the Agreement by written notice with immediate effect if you seriously breach clause 6.8, clause 7 or clause 16, or if continuing to provide the Service to you would be unlawful.

9.5 Effect of termination. When the Agreement or an Order ends, your right to use the affected Service ends, and all unpaid Fees become due immediately. We refund prepaid Fees for the remaining part of the Subscription Term only where you end the Agreement because of our material breach that we did not remedy, or where clause 3.2, 13.2, 14.5, 14.7 or 17, or clause 5.2 of Schedule 1, provides for a refund.

9.6 Your data at the end. During the Subscription Term, you can download your documents and export results using the features of the Service. If you ask us within 30 days after your subscription ends, we will give you a reasonable opportunity to retrieve your Customer Content; we may charge reasonable fees for exports beyond the standard features of the Service. Within 90 days after your subscription ends, we delete your Customer Content, including the copies held by our sub-processors, as described in Schedule 1.

9.7 Survival. Provisions that by their nature are intended to continue after the Agreement ends will continue to apply, including clauses 5.3, 6.5 to 6.7, 9.5 to 9.7, 10, 11, 13, 14 and 19, and Schedule 1 for as long as we hold Customer Content.

10. Confidentiality

10.1 Confidential Information. "Confidential Information" means all non-public information that one party (the "discloser") gives to the other party (the "recipient") in connection with the Agreement and that is marked as confidential or should reasonably be understood to be confidential. Customer Content is your Confidential Information. Non-public information about the Service, including our pricing, security measures, Documentation, prompts and product plans, is our Confidential Information.

10.2 Obligations. The recipient will use the discloser's Confidential Information only to perform the Agreement and exercise its rights under it; will disclose it only to its employees, contractors and professional advisers and, in our case, our sub-processors, who need to know it and are bound by confidentiality obligations at least as protective as this clause 10; and will protect it with at least reasonable care.

10.3 Exceptions. These obligations do not apply to information that is or becomes public without the recipient's fault, that the recipient already lawfully had, that it lawfully receives from a third party without a duty of confidentiality, or that it develops independently.

10.4 Disclosure required by law. The recipient may disclose Confidential Information where the law, a court or a competent authority requires it, provided that, where the law permits, it gives the discloser prompt notice and discloses only what is required.

10.5 Duration. These obligations continue for five years after the Agreement ends and, for Customer Content and trade secrets, for as long as they remain confidential.

11. Intellectual property

11.1 Our rights. We and our licensors own all intellectual property rights in the Service, the Website, the Documentation and all related software, models, prompts, workflows, designs, text, graphics, logos and other material that we provide ("AGByte Materials"), and in all improvements and derivatives of them. Except for the rights expressly granted in the Agreement, no rights are transferred or licensed to you, and all rights are reserved.

11.2 Output. As between you and us, the Output generated for you belongs to you. We keep our rights in AGByte Materials that appear in Output, such as standard wording, structures and labels, and we grant you a perpetual, non-exclusive, royalty-free right to use them as part of that Output. We do not guarantee that Output is unique or protected by intellectual property rights.

11.3 Suggestions. If you give us ideas, suggestions or other feedback about the Service ("Suggestions"), we may use them freely and without any obligation to you. Suggestions do not include Customer Content, such as the feedback on findings that you give within the Service.

11.4 Usage Data. We may collect and use Usage Data to operate, secure, support, bill for and improve the Service, and to compile aggregated statistics that do not identify you, your Authorised Users or any other individual and do not contain Customer Content. We process personal data in Usage Data as described in our Privacy Policy.

11.5 Names and logos. Gathersense, AGByte and their logos are trademarks of AGByte or its affiliates. You may not use them without our prior written consent, except to refer accurately to the Service. We will not name you or use your logo as a customer reference without your prior written consent.

11.6 Open-source software. The Service may include open-source components that are licensed under their own licences. Where those licences grant rights that differ from these Terms, those licences apply to the components concerned.

12. Data protection and security

12.1 Our data processing agreement. When we process personal data contained in Customer Content on your behalf, we act as your processor, and Schedule 1 applies. Schedule 1 forms part of the Agreement and sets out the terms required by Article 28 of the GDPR.

12.2 Data we control. We process the personal data of your Authorised Users and contacts for our own purposes, such as account administration, security, billing and Usage Data, as a controller. Our Privacy Policy describes this processing. You will make the Privacy Policy available to your Authorised Users where needed.

12.3 Security. We maintain appropriate technical and organisational measures to protect Customer Content, as described in Schedule 1. You are responsible for the security of your own systems, devices and accounts, and for setting up access to your workspace appropriately.

13. Warranties and disclaimers

13.1 Authority. Each party confirms that it has the authority to enter into the Agreement.

13.2 Our warranty. During a paid Subscription Term, we warrant that the Service will perform materially as described in the Documentation. If it does not, and you notify us in writing with enough detail for us to reproduce the problem, we will make reasonable efforts to correct it. If we cannot do so within a reasonable period, either party may end the affected Order, and we will refund the prepaid Fees for the remaining part of the Subscription Term. This is your only remedy for a breach of this warranty. This warranty does not apply to Output, Beta Features, use free of charge or for a trial, problems caused by your systems or third-party products, or use contrary to the Agreement or the Documentation.

13.3 Disclaimer. Except as expressly set out in the Agreement, and to the fullest extent permitted by law, the Service, the Output and the Documentation are provided "as is" and "as available", and we make no warranties or representations, express or implied, including as to merchantability, fitness for a particular purpose, accuracy, completeness or non-infringement. In particular, we do not warrant that the Service will be uninterrupted or error-free, that all errors will be corrected, that Output will be accurate, complete or suitable for any purpose, or that the Service will meet your requirements.

13.4 Your warranties. You warrant that you have the rights and legal bases described in clause 5.6, that your use of the Service complies with the law, and that the information you give us is accurate.

14. Liability

14.1 Limit of liability. Our total liability arising out of or in connection with the Agreement, whether in contract, in tort (onrechtmatige daad) or otherwise, is limited to the Fees you paid us under the Agreement in the 12 months before the event that gave rise to the liability. For use of the Service free of charge, including trials, our total liability is limited to EUR 100.

14.2 Excluded loss. We are not liable for indirect or consequential loss; loss of profit, revenue, savings, business, contracts, goodwill or reputation; business interruption; loss or corruption of data, except for the reasonable cost of restoring it from the most recent copy available; loss resulting from reliance on Output; or claims made against you by third parties, including your clients.

14.3 Exceptions. Clauses 14.1 and 14.2 do not limit or exclude liability for loss caused by the intent or deliberate recklessness (opzet of bewuste roekeloosheid) of our management, liability for death or personal injury, or any other liability that cannot be limited or excluded by law.

14.4 Conditions for claims. A right to compensation arises only if you notify us of the claim in writing as soon as reasonably possible after you discover the loss and, where the breach can be remedied, first give us written notice of default with a reasonable period to remedy it. Any claim against us lapses if you have not started legal proceedings within 12 months after you became aware, or should reasonably have become aware, of the facts on which the claim is based.

14.5 Force majeure. We are not liable for any failure or delay caused by circumstances beyond our reasonable control (overmacht), including failures of AI Providers, hosting or network providers and other suppliers, power or internet outages, cyberattacks, epidemics, war, terrorism, government measures, strikes and natural disasters. If such circumstances prevent us from providing the Service for more than 60 days, either party may end the affected Order by written notice, and we will refund the prepaid Fees for the remaining part of the Subscription Term.

14.6 Your indemnity. You will indemnify us against all third-party claims, and the related losses and reasonable costs (including reasonable legal fees), arising from Customer Content, from a breach of the Agreement or the law by you or your Authorised Users, or from your use of Output, including the advice you give to your clients, except to the extent that the claim results from our breach of the Agreement.

14.7 Infringement claims about the Service. If a third party claims that the Service infringes its intellectual property rights, we may, at our option and expense, modify the Service so that it no longer infringes, obtain the right for you to continue using it, or end the affected subscription and refund the prepaid Fees for the remaining part of the Subscription Term. Subject to clauses 14.1 to 14.3, this clause 14.7 sets out our entire liability for such claims.

15. Suspension

We may suspend your access to the Service, in whole or in part, with notice where practicable, if the law or a competent authority requires it; if your use poses a security risk to the Service, to us, to our other customers or to third parties; if you or your Authorised Users seriously breach clause 6.8, clause 7 or clause 16; or if payment is overdue as described in clause 8.4. We will limit any suspension to what is reasonably necessary and restore access as soon as the reason for it has been resolved. Fees remain payable during a suspension that is caused by you.

16. Sanctions and export control

You confirm that neither you nor any of your Authorised Users is subject to sanctions imposed by the European Union, the United Nations, the United Kingdom or the United States, or is owned or controlled by a person who is. You will not use the Service, or make it available, in breach of applicable sanctions or export control laws, including from a country or territory that is subject to comprehensive sanctions.

17. Changes to these Terms

We may change these Terms. We will notify you of material changes by email or in the Service at least 30 days before they take effect. If you do not accept a material change, you may end the affected subscription by written notice before the change takes effect, and we will refund the prepaid Fees for the remaining part of the Subscription Term. If you continue to use the Service after the change has taken effect, you accept the changed Terms. Changes that the law requires, and changes that do not materially disadvantage you, may take effect immediately. The current version of these Terms is published at gathersense.com/terms.

18. Notices and reports of illegal content

18.1 Notices. We send notices to the email address of your account administrators or of the contact named in the Order. You send notices to support@gathersense.com.

18.2 Reporting illegal content. Anyone may report content in the Service that they consider to be illegal by writing to support@gathersense.com. A report should explain why the content is considered illegal, identify where it can be found, and include the reporter's name and email address and a statement that the report is made in good faith. We handle reports carefully and objectively, inform the reporter of our decision and, where the law requires it, explain our decision to the customer concerned.

18.3 Point of contact. support@gathersense.com is our single point of contact for authorities and for users of the Service under the EU Digital Services Act (Regulation (EU) 2022/2065). You can contact us in English or Dutch.

19. General

19.1 Governing law. The Agreement, and any non-contractual obligations arising from or in connection with it, are governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Courts. The competent court in Amsterdam, the Netherlands, has exclusive jurisdiction over any dispute arising from or in connection with the Agreement. We may also seek interim relief from any competent court.

19.3 Transfer. You may not transfer the Agreement, or any of your rights or obligations under it, without our prior written consent. We may transfer the Agreement to an affiliate or to a successor in a merger, acquisition, reorganisation or sale of all or part of our business, and you hereby consent in advance to such a transfer of contract (contractsoverneming) within the meaning of article 6:159 of the Dutch Civil Code.

19.4 Subcontractors. We may use subcontractors and sub-processors to perform the Agreement. We remain responsible for their performance.

19.5 Entire agreement. The Agreement is the entire agreement between you and us about its subject and replaces all earlier agreements, proposals and statements about it. You confirm that you have not relied on any statement that is not set out in the Agreement, including statements on the Website or in marketing materials. This clause does not limit liability for fraud.

19.6 Severability. If any provision of the Agreement is invalid or unenforceable, the remaining provisions stay in force, and the parties will replace the provision with a valid one that comes as close as possible to its purpose.

19.7 No waiver. A failure or delay in exercising a right is not a waiver of that right.

19.8 Relationship. The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency or employment relationship.

19.9 No third-party rights. The Agreement does not confer any rights on third parties.

19.10 Evidence. Our records, including system logs, are conclusive evidence of the use of the Service, unless you prove otherwise.

19.11 Language. The Agreement is written in English. If it is translated, the English version prevails.

20. Using our website

20.1 Scope. This clause 20 applies to everyone who visits the Website. Clauses 19.1, 19.2, 19.6 and 19.11 also apply to the use of the Website.

20.2 Information only. The Website gives general information about AGByte and Gathersense. It is not legal advice and not an offer. Descriptions of the Service on the Website may change, and they do not form part of the Agreement unless the Agreement expressly incorporates them. Not every feature is available in every subscription.

20.3 Our content is protected. All content of the Website, including its text, images, videos, graphics, designs, logos, layout and code, and the selection and arrangement of that content, is protected by copyright, database rights, trademark rights and other intellectual property rights of AGByte or its licensors. All rights are reserved. You may view the Website, and print or download pages for your own evaluation of Gathersense. Any other use, including copying, reproducing, publishing, distributing or modifying the content, or creating derivative works from it, requires our prior written consent.

20.4 No scraping, text and data mining or AI training. You may not scrape, crawl, harvest or systematically extract content from the Website, frame or mirror the Website, or use its content to develop or train any AI model, without our prior written consent. We expressly reserve all rights to text and data mining of the content of the Website within the meaning of Article 4(3) of Directive (EU) 2019/790 and the national laws that implement it. This does not prevent search engines from indexing the Website to show it in search results.

20.5 Acceptable use. You must not use the Website unlawfully, interfere with its operation or security, or attempt to gain unauthorised access to it.

20.6 Other companies' names and links. Microsoft and Word are trademarks of the Microsoft group of companies. Other names and logos shown on the Website may be trademarks of their owners and are used only to identify them. Links to other websites are provided for convenience only; we are not responsible for their content.

20.7 Liability. We make reasonable efforts to keep the Website accurate and available, but we do not guarantee that it is. To the extent permitted by law, we are not liable for any loss arising from the use of the Website or from reliance on its content.

Schedule 1: Data Processing Agreement

This data processing agreement ("DPA") forms part of the Agreement between you and us. It applies when we process personal data on your behalf in providing the Service. Terms defined in the GDPR, such as "controller", "processor", "personal data", "processing", "data subject" and "personal data breach", have the same meaning in this DPA. "Data Protection Law" means Regulation (EU) 2016/679 (the GDPR), the Dutch GDPR Implementation Act (Uitvoeringswet AVG) and any other data protection law that applies to the processing under the Agreement, including, where applicable, the UK GDPR.

1. Roles. You are the controller, and we are your processor, for the personal data in Customer Content ("Customer Personal Data"). If you act as a processor for another controller, for example a client of yours, you confirm that your instructions to us have been authorised by that controller, and we act as your sub-processor. Annex 1 describes the processing.

2. Your instructions. We process Customer Personal Data only on your documented instructions, including with regard to transfers to third countries, unless EU or Member State law requires us to do otherwise; in that case, we will inform you of that legal requirement before processing, unless that law prohibits this. Your instructions are the Agreement, your use and configuration of the Service, including the AI Features as described in clause 6 of the Terms, and any other written instructions that we agree are consistent with the Agreement. We will inform you immediately if, in our opinion, an instruction infringes Data Protection Law.

3. Confidentiality. We ensure that everyone we authorise to process Customer Personal Data is bound by a duty of confidentiality.

4. Security. We implement and maintain the technical and organisational measures described in Annex 2, which are designed to ensure a level of security appropriate to the risk, as required by Article 32 of the GDPR. We may update these measures, provided that the overall level of protection is not reduced.

5. Sub-processors.

5.1 You give us general authorisation to engage sub-processors. Our sub-processors fall within the categories listed in Annex 1. On request, we will give you our current list of sub-processors, with their functions and the locations where they process data.

5.2 We will inform you of any intended addition or replacement of a sub-processor at least 14 days in advance, by email or in the Service. You may object on reasonable data protection grounds within that period, and we will then discuss your concerns in good faith. If we cannot resolve them, you may end the affected part of the Service by written notice, and we will refund the prepaid Fees for the remaining part of the Subscription Term. This is your only remedy for the objection.

5.3 If a sub-processor has to be replaced urgently to keep the Service secure or available, we may do so with shorter notice, and we will inform you as soon as possible. Clause 5.2 then applies from the date of our notice.

5.4 We impose on each sub-processor, by written contract, data protection obligations that offer at least the same level of protection as this DPA, to the extent relevant to the services it provides. We remain fully liable to you for the performance of our sub-processors' obligations.

6. Transfers outside the EEA. We host the Service in the European Union. You authorise us to transfer Customer Personal Data to sub-processors outside the European Economic Area where this is necessary to provide the Service, in particular for the AI Features. We will only do so if the transfer complies with Chapter V of the GDPR, for example on the basis of an adequacy decision (such as the EU-U.S. Data Privacy Framework for certified recipients) or the Standard Contractual Clauses approved by the European Commission, together with any additional measures that are needed. Where the UK GDPR applies, we will use the corresponding UK transfer mechanisms.

7. Requests from data subjects. Taking into account the nature of the processing, we assist you by appropriate technical and organisational measures, insofar as this is possible, in responding to requests from data subjects to exercise their rights. Many requests can be handled directly in the Service. If we receive a request directly that relates to Customer Personal Data, we will forward it to you without undue delay and will not respond to it ourselves, except to refer the data subject to you, unless the law requires otherwise.

8. Other assistance. Taking into account the nature of the processing and the information available to us, we assist you in meeting your obligations under Articles 32 to 36 of the GDPR, which concern security, notification of personal data breaches, data protection impact assessments and prior consultation. We may charge reasonable fees for assistance that goes beyond the standard features of the Service and our existing documentation, unless the assistance is needed because of our breach of this DPA.

9. Personal data breaches. We will notify you without undue delay after becoming aware of a personal data breach affecting Customer Personal Data. Our notification will include, as far as it is then available, the information you need to meet your own obligations, such as the nature of the breach, the categories and approximate number of data subjects and records concerned, its likely consequences, and the measures taken or proposed. We will provide further information as it becomes available, and we will take reasonable steps to contain the breach and limit its consequences. Notifying you of a breach is not an admission of fault or liability.

10. Deletion and return. When the Service ends, we delete Customer Personal Data as described in clause 9.6 of the Terms, unless EU or Member State law requires us to keep it. Before that, you can retrieve your data as described in clause 9.6 of the Terms. Residual copies in backup systems are deleted in the normal backup cycle and remain protected under this DPA until then. On request, we will confirm the deletion in writing.

11. Information and audits. We make available to you the information necessary to demonstrate compliance with Article 28 of the GDPR, and allow for and contribute to audits, as follows:

• We answer your reasonable written questions about our data protection and security practices, including security questionnaires, once a year, or more often where a supervisory authority requires it or after a personal data breach.
• If that information is not sufficient to demonstrate compliance, you may have an audit carried out by yourself or by an independent auditor who is bound by confidentiality and is not our competitor. You must give us at least 30 days' written notice. The audit must take place during business hours, no more than once every 12 months (except where a supervisory authority requires it or after a personal data breach), without unreasonable disruption to our business, and without access to other customers' data or to information that would compromise the security of the Service. You bear the costs of the audit, and we may charge reasonable fees for our time.

12. Your obligations. You are responsible for the lawfulness of the processing you instruct, including having a legal basis for it; for informing data subjects, including your Authorised Users, about the processing; for the accuracy of Customer Personal Data; and for not instructing us to process personal data in a way that would breach Data Protection Law.

13. Liability. The limitations of liability in clause 14 of the Terms apply to this DPA, except where Data Protection Law does not allow this.

14. Duration and precedence. This DPA applies for as long as we process Customer Personal Data. If this DPA conflicts with any other part of the Agreement, this DPA prevails with regard to the protection of personal data. If you and we enter into Standard Contractual Clauses with each other, those clauses prevail over this DPA.

Annex 1: Description of the processing

Item	Description
Subject matter and duration	Provision of the Service under the Agreement, for the Subscription Term and the deletion period after it.
Nature of the processing	Hosting and storage; conversion, text extraction and indexing of documents; analysis by automated means, including AI models; transmission to AI Providers; generating, displaying and exporting Output; support; security monitoring; deletion.
Purpose	Providing the Service to you, including the AI Features, support and security, as set out in the Agreement.
Categories of data subjects	Your Authorised Users, and individuals whose personal data appears in Customer Content, such as your employees and clients, counterparties and their representatives, signatories, contact persons and other people named in documents or case files.
Categories of personal data	For Authorised Users: account details and activity in the workspace, such as comments, feedback, questions and audit trail entries. In Customer Content: the personal data you choose to include, typically names, job titles, contact details, signatures, and contractual, financial or case information relating to individuals.
Special categories of personal data	Not intended. If you choose to include special categories of personal data or personal data relating to criminal convictions and offences, clause 5.7 of the Terms applies, and the measures in Annex 2 protect that data.
Categories of sub-processors	Hosting and infrastructure in the European Union; content delivery and network security; document storage; background processing; AI model providers; email delivery.
Retention	As set out in clause 9.6 of the Terms. A document deleted in the Service is permanently deleted after a recovery period of up to 30 days, together with its related reviews, findings and conversations and any copies held by AI Providers for search.

Annex 2: Technical and organisational measures

We maintain at least the following measures. We review them regularly and may update them, provided that the overall level of protection is not reduced.

• Hosting. The Service is hosted in data centres in the European Union, operated by established providers with physical access controls and recognised security certifications.
• Encryption. Data is encrypted in transit over public networks. Stored documents are encrypted at rest. Passwords and other authentication secrets are stored only in hashed form.
• Separation of customers. Each customer's data is logically separated, and every request is checked against the user's workspace membership, role and permissions.
• User access. Role-based permissions per workspace; optional two-factor authentication; protection against password guessing, including temporary account lockout; secure session management; and the ability for users to review and end their active sessions.
• Staff access. Access to production systems is limited to authorised personnel who need it for their work. Administrative tools are read-only by default, and administrative changes are logged.
• Document storage. Documents are stored privately and made available only through short-lived, signed links.
• Application security. Input validation, file type checks on upload, rate limiting, safe display of AI-generated content, and secure development practices, including code review and keeping software dependencies up to date.
• Logging and monitoring. Security-relevant events are logged. Logs are protected against unauthorised access and kept for a limited period, and passwords, tokens and similar secrets are kept out of them.
• Secrets management. Keys and credentials are kept out of source code, and access to them is restricted.
• AI processing. AI Providers are bound not to use Customer Content for training; requests to AI Providers contain only the content needed for the task; and copies kept for AI search are deleted together with the document.
• Resilience. Professionally managed infrastructure, and procedures to restore the availability of and access to data after an incident.
• Incidents. Procedures to detect, investigate, contain and report security incidents and personal data breaches.
• Personnel. Confidentiality obligations for everyone with access to personal data, and security awareness.
• Sub-processors. Due diligence before a sub-processor is engaged, and written data processing agreements.
• Data minimisation and deletion. Limited retention periods, and permanent deletion of data that is no longer needed, including copies held by AI Providers.