Terms & Conditions

GENERAL TERMS AND CONDITIONS Uncle Louis AI B.V. Version 2.0 — March 2026 Governed by Dutch Law Aligned with Book 6 of the Dutch Civil Code (Burgerlijk Wetboek) 1. Introduction 1.1 These general terms and conditions ("GTCs"), as they may be amended from time to time in accordance with Clause 10.10, govern the use and provision of the Services provided by Uncle Louis AI B.V. ("Uncle Louis") or its Affiliates to the Subscriber and form part of the Agreement between the Parties. 1.2 Capitalized terms that are used but not defined in this document shall have the meaning set out in the Order Form or in Section 12 (Definitions). 1.3 In accordance with Article 6:234 of the Dutch Civil Code (Burgerlijk Wetboek, "BW"), Uncle Louis shall provide the Subscriber with a reasonable opportunity to take note of these GTCs before or at the time of entering into the Agreement. The GTCs are made available on Uncle Louis's website and, upon request, shall be provided to the Subscriber in electronic or written form free of charge. 1.4 These GTCs, the Order Form, and any Statement of Work together constitute the Agreement. In the event of any conflict between these documents, the following order of precedence shall apply (in descending order): (i) the Data Processing Agreement, (ii) the Statement of Work, (iii) the Order Form, and (iv) these GTCs. 1.5 The Agreement shall be interpreted and supplemented in accordance with the principles of reasonableness and fairness (redelijkheid en billijkheid) as set out in Article 6:248 BW. 2. The Services 2.1 General 2.1.1 Subject to the terms and conditions of the Agreement, the Subscriber hereby subscribes to, and Uncle Louis shall supply, the Services specified in the Order Form. 2.1.2 Uncle Louis shall use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for interruptions due to scheduled maintenance, emergency maintenance, or circumstances beyond Uncle Louis's reasonable control. Uncle Louis shall (i) undertake scheduled maintenance during off-peak hours where reasonably possible and with as little disruption as reasonably practicable, and (ii) provide the Subscriber with reasonable advance notice of any planned suspension of the Services. Specific uptime commitments, if any, shall be set out in the Order Form or a service level agreement annexed thereto. 2.1.3 The Subscriber is responsible for obtaining and maintaining, at its own expense, the hardware, software, and internet connectivity necessary to access and use the Services. 2.2 Account Administration and Access Credentials 2.2.1 Personnel specified by the Subscriber will be provided with administrative privileges ("administrators") to manage the Subscriber's account and its end users. Administrators may be able to access logging and information about end users' use of the Services. If an administrator or end user is no longer authorised to use the Services, the Subscriber shall promptly notify Uncle Louis. 2.2.2 The Subscriber is responsible for all administrators' and end users' use of the Services. The Subscriber is also responsible for safeguarding any access credentials related to the Services and for all acts and omissions under its account. In case of suspected or confirmed unauthorised access to or use of the Services or the access credentials, the Subscriber shall promptly inform Uncle Louis. 2.2.3 The Subscriber shall assign each of its end users an individual and specific licence, which may not be shared, transferred, or otherwise used by anyone other than the assigned end user, unless expressly specified otherwise in the Agreement. 2.3 Usage Restrictions 2.3.1 The Subscriber agrees not to: (i) use the Services in a way that infringes, misappropriates, or violates any person's rights; (ii) sub-license, sell, or otherwise transfer its right to access or use the Services; (iii) attempt to reverse engineer or derive the source code of the Services or any portion thereof, except as permitted by mandatory provisions of applicable law (including Article 6 of EU Directive 2009/24/EC); (iv) modify, customise, port, translate, localise, or create derivative works of the Services; (v) use any automated or programmatic method to extract data or Output from the Services, except as expressly permitted in the Agreement; (vi) use its access to the Services to build a product or service which competes with the Services; and/or (vii) use the Services in a manner that interferes or attempts to interfere with the proper working of the Services. 2.3.2 The Subscriber is responsible for its and its Affiliates', and its and its Affiliates' administrators' and end users', use of the Services and adherence (or failure to adhere) to the usage restrictions. If Uncle Louis has reasonable grounds to suspect that the Subscriber (or an individual administrator or end user) has violated Clause 2.3.1, Uncle Louis will notify the Subscriber by email (a "service notice") and request the Subscriber to take immediate and appropriate action. Uncle Louis may, after providing written notice, suspend the Subscriber's (or the individual administrator's or end user's) access to the Services if: (i) Uncle Louis has reasonable grounds to believe that such breach poses an immediate risk of material damage to Uncle Louis or the integrity of the Services; (ii) the Subscriber fails to comply with a service notice within the reasonable time period set forth in the service notice; or (iii) the breach is not capable of being remedied. If the Subscriber fails to take the required action stated in the service notice within 10 business days after a suspension, Uncle Louis may, without prejudice to its other rights and remedies, terminate the Agreement immediately for cause in accordance with Clause 4.2. 3. Fees and Payment 3.1 Fees 3.1.1 The Subscriber shall pay the fees for the Services (i) as set out in the Order Form, or, if not stated in the Order Form, (ii) in accordance with Uncle Louis's standard subscription plans as published from time to time. 3.1.2 The Subscriber's obligation to pay fees is neither (i) contingent on the delivery of any future functionality or features nor (ii) dependent on any statements or representations not expressly set forth in the Agreement. 3.1.3 Uncle Louis reserves the right to update the fees applicable to the coming Renewal Term by giving at least 60 days' written notice prior to the start of such Renewal Term. Fee increases shall be stated clearly in writing and shall take effect no earlier than the first day of the Renewal Term following the notice period. For the avoidance of doubt, any fee increase shall not apply retroactively to the then-current term. 3.1.4 If the Agreement is terminated, the Subscriber shall pay all fees owed for the period prior to the effective termination date. Unless explicitly stated herein, the Subscriber will not receive a refund of fees already paid, except for pre-paid fees covering the period after the effective termination date. If the Subscriber terminates the Agreement without cause before the end of the then-current term, the Subscriber shall pay the remaining fees for the remainder of the term, provided that Uncle Louis uses commercially reasonable efforts to mitigate its losses in accordance with Article 6:101 BW. 3.2 Payment Terms 3.2.1 Invoices are due and payable within 30 days from the invoice date (net 30). 3.2.2 If Uncle Louis does not receive any duly invoiced amount by the due date, Uncle Louis may, at its discretion and without limiting its other rights or remedies: (i) charge late payment interest at the statutory commercial interest rate (wettelijke handelsrente) as set out in Article 6:119a BW, calculated from the due date until the date of actual payment; and/or (ii) after giving at least 10 business days' prior written notice (ingebrekestelling within the meaning of Article 6:82 BW), suspend the Subscriber's access to the Services until the overdue amounts are paid in full, provided that Uncle Louis has not received payment of the defaulted amount within such notice period. In case of repeated payment delays, Uncle Louis may also condition future subscription renewals on shorter payment terms. 3.2.3 The fees do not include VAT (BTW) or any other taxes, levies, duties, or similar governmental charges of any nature (collectively "taxes"). The Subscriber is responsible for paying all taxes associated with the Agreement. If Uncle Louis is legally obligated to pay or collect taxes for which the Subscriber is responsible, Uncle Louis will invoice the Subscriber and the Subscriber will pay that amount. The Subscriber will provide Uncle Louis with any information Uncle Louis reasonably requests to determine whether Uncle Louis is obligated to collect taxes. 4. Term and Termination 4.1 Term 4.1.1 The Agreement is valid from the earlier of (i) the Effective Date and (ii) the date when the Subscriber first accesses or uses the Services, and shall remain in force during the initial period set out in the Order Form (the "Initial Service Term"). 4.1.2 Unless terminated by either Party with at least 60 days' written notice before the expiry of the then-current service period, the Agreement shall automatically renew for additional periods equal to the expiring service period (each a "Renewal Term"). The Subscriber may terminate with at least 30 days' written notice. For the avoidance of doubt, the auto-renewal applies equally to both Parties and the Subscriber may prevent renewal by providing timely notice in accordance with this Clause. This provision is intended to comply with the principles underlying Article 6:236 sub j BW and Article 6:237 sub k BW, as applicable through reflexwerking. 4.2 Termination for Cause 4.2.1 In addition to any termination rights stated elsewhere in the Agreement, a Party may terminate the Agreement for cause (ontbinding within the meaning of Article 6:265 BW): (i) upon 30 days' written notice to the other Party of a material breach (after a proper notice of default — ingebrekestelling — within the meaning of Article 6:82 BW), if the breach remains uncured at the expiration of the notice period; (ii) if the other Party becomes subject to a proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or (iii) if the other Party goes out of business or ceases its operations. 4.2.2 Where the nature of the breach is such that cure is not possible or does not require a notice period (verzuim zonder ingebrekestelling as per Article 6:83 BW), the non-breaching Party may terminate the Agreement immediately upon written notice. 4.3 Effects of Termination and Survival 4.3.1 Upon termination of the Agreement, howsoever occasioned: (i) the licences under Clause 8.2 shall terminate (except to the extent and for the duration needed to allow Uncle Louis to assist the Subscriber with data retrieval under Clause 4.3.2); and (ii) all outstanding fees shall be due and payable. 4.3.2 In connection with termination of the Agreement, Uncle Louis shall, on the Subscriber's reasonable request and at the Subscriber's reasonable expense, assist the Subscriber in retrieving any Subscriber Content stored in the Services in a standard machine-readable format. Such request shall be made within 30 days following the effective termination date. In addition, both Parties shall promptly return or, if so instructed by the other Party, destroy any Confidential Information of the other Party. Upon the Subscriber's written request, Uncle Louis shall delete any Subscriber Content stored in the Services, subject to any mandatory data retention obligations under applicable law. 4.3.3 The provisions herein that by their nature are intended to survive the expiration or termination of this Agreement shall so survive to the extent necessary for the intended preservation of the Parties' rights and obligations, including without limitation Sections 3 (Fees and Payment), 5 (Indemnification), 6 (Warranties and Liability), 7 (Confidentiality), and 8 (Intellectual Property Rights). The confidentiality undertakings in Clause 7.2 shall survive for the longer of: (i) 5 years from the effective termination date; (ii) in relation to any Confidential Information which constitutes Intellectual Property Rights, the term of legal protection of such rights; and (iii) in relation to any Confidential Information which is subject to statutory and/or bar association rules on confidentiality (geheimhoudingsplicht), the time period required under applicable law or bar association rules (which, the Parties acknowledge, may be indefinite). 5. Indemnification 5.1 Indemnification by Uncle Louis 5.1.1 Uncle Louis will defend the Subscriber against any third-party claim alleging that the Subscriber's use of the Services, in accordance with this Agreement, infringes any Intellectual Property Rights of such third party, and will indemnify the Subscriber against any damages, costs, and reasonable attorney's fees actually awarded against the Subscriber resulting from such claim. 5.1.2 If the Subscriber's use of the Services results (or in Uncle Louis's reasonable opinion is likely to result) in an infringement claim, Uncle Louis may, at its option and expense: (i) procure for the Subscriber the right to continue using the Services; (ii) replace or modify the Services to make them non-infringing while maintaining materially equivalent functionality; or, if neither (i) nor (ii) is commercially reasonable, (iii) terminate this Agreement and refund the Subscriber any pre-paid unused fees. 5.1.3 Notwithstanding Clause 5.1.1, Uncle Louis shall not have an obligation to indemnify or defend the Subscriber to the extent the applicable claim is attributable to: (a) any materials, data, or technology not provided by Uncle Louis, whether used alone or in combination with the Services; (b) Input; (c) Output that results from Input that is in violation of the Agreement or that the Subscriber knew or reasonably should have known was likely to lead to infringing Output; or (d) any use of the Services in violation of the Agreement. 5.2 Indemnification by Subscriber 5.2.1 The Subscriber will defend Uncle Louis against any third-party claim arising from or relating to: (i) Input; or (ii) Output that results from Input that is in violation of the Agreement or that the Subscriber knew or reasonably should have known was likely to lead to infringing Output, and will indemnify Uncle Louis against any damages, costs, and reasonable attorney's fees actually awarded against Uncle Louis resulting from such claim. 5.3 Indemnification Procedures 5.3.1 The indemnity obligations under Clauses 5.1 and 5.2 are conditioned upon the Indemnified Party: (i) promptly giving the Indemnifying Party written notice of the claim; (ii) giving the Indemnifying Party sole control of the defence and settlement of the claim (provided that the Indemnifying Party may not settle any claim unless the settlement unconditionally releases the Indemnified Party of all liability, does not adversely affect the Indemnified Party's Intellectual Property Rights, and the Indemnifying Party pays any settlement amounts); and (iii) providing the Indemnifying Party with all reasonable assistance in connection with the defence or settlement of the claim, at the Indemnifying Party's expense. 5.3.2 For the purposes of this Section 5, a claim against the Indemnified Party shall be understood to include a claim against the Indemnified Party, its Affiliates, and its or its Affiliates' officers, directors, and employees. 5.4 Indemnification Cap 5.4.1 Each Party's aggregate liability under this Section 5 (Indemnification) shall not exceed two (2) times the total fees paid or payable by the Subscriber in the 12 months prior to the event giving rise to the claim. 6. Warranties and Liability 6.1 AI Limitations and Responsibilities 6.1.1 Artificial intelligence and machine learning are rapidly evolving fields of technology. Uncle Louis is continuously working to improve the accuracy, reliability, safety, and utility of the Services. However, given the probabilistic nature of machine learning, use of the Services may in some situations result in Output that is inaccurate, incomplete, or does not accurately reflect real people, places, or facts. The Subscriber is responsible for evaluating the accuracy and quality of Output as appropriate for its use case, including by using human review of the Output. The Subscriber is also responsible for the lawfulness of the Subscriber Content, including verifying that its use of Subscriber Content does not infringe upon any third party's rights. 6.1.2 For the avoidance of doubt, the Output generated through the Services does not constitute legal advice (juridisch advies). Uncle Louis is not a law firm (advocatenkantoor), does not practise law, and does not give legal advice. Uncle Louis shall not bear any legal responsibility for the Output or any information derived from the Services. The Subscriber acknowledges that it must exercise its own independent professional judgement in reliance on any Output. 6.2 Services Warranty 6.2.1 Uncle Louis warrants during the Term that: (i) the Services will conform materially with the specifications provided by Uncle Louis; and (ii) Uncle Louis will perform the Services in a professional manner, in accordance with generally accepted industry standards and with the standard of care (zorgvuldigheid) applicable to a reasonably competent provider of similar services (cf. Article 7:401 BW). 6.2.2 Uncle Louis further warrants that, to the best of its knowledge as at the Effective Date, the Services do not infringe any third-party Intellectual Property Rights. 6.2.3 Except in case of gross negligence (grove schuld) or wilful misconduct (opzet) by Uncle Louis, the Subscriber's sole and exclusive remedies for a breach of Clause 6.2.1 shall be to: (i) request remedy of the breach within a reasonable period; and (ii) if remedial action is not taken or is not possible and the breach is material, exercise its termination rights under Clause 4.2. 6.2.4 Except for the warranties expressly stated in this Section, the Services are provided on an "as-is" basis and Uncle Louis disclaims all warranties, whether express, implied (either in fact or by operation of law), or statutory, including without limitation all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, and title, to the maximum extent permitted by applicable mandatory Dutch law. Uncle Louis does not warrant that the use of the Services will be uninterrupted or error-free. Uncle Louis reserves the right, in its reasonable discretion, to make improvements, additions, and modifications (including, subject to Clause 6.2.1, removing features) and to correct errors or defects in the Services, provided that such measures do not materially diminish the core functionality of the Services during the then-current term. 6.3 Implementation Work Warranty 6.3.1 Uncle Louis warrants that any Implementation Work specified in the Agreement will be performed in a professional manner, in accordance with generally accepted industry standards and the duty of care set out in Article 7:401 BW. 6.3.2 Except in case of gross negligence or wilful misconduct by Uncle Louis, the Subscriber's sole and exclusive remedies for a breach of Clause 6.3.1 shall be to: (i) request remedy by way of re-performance; (ii) if re-performance is not possible or would cause material inconvenience, request a reasonable refund or reduction of fees proportionate to the breach; and (iii) if the breach is material and remedial action is not taken or possible, exercise its termination rights under Clause 4.2. 6.4 Liability and Limitations of Liability 6.4.1 Neither Party shall be liable under the Agreement for any indirect, special, incidental, exemplary, punitive, or consequential damages (gevolgschade), including lost profits (gederfde winst), lost opportunities, or cost of substitute services or other economic loss arising out of or in connection with this Agreement, even if advised of the possibility of such damages. This exclusion applies to the maximum extent permitted by applicable mandatory law. 6.4.2 Subject to Clause 6.4.5, and other than with respect to: (i) the Subscriber's payment obligations under this Agreement; (ii) the Parties' obligations under Section 5 (Indemnification), which are subject to the separate cap in Clause 5.4.1; and (iii) claims based on liability which, by mandatory Dutch law, cannot be limited (including claims arising from gross negligence (grove schuld) or wilful misconduct (opzet) pursuant to Articles 6:74 and 6:162 BW), each Party's aggregate liability under the Agreement shall not exceed the total fees paid or payable by the Subscriber in the 12 months prior to the event giving rise to the claim (the "General Cap"). 6.4.3 The General Cap in Clause 6.4.2 shall not apply to a Party's breach of Section 7.2 (Confidentiality) or the Data Processing Agreement entered into between the Parties ("Enhanced Claims"). For all Enhanced Claims, each Party's aggregate liability shall not exceed two (2) times the total fees paid or payable by the Subscriber in the 12 months prior to the event giving rise to the claim (the "Enhanced Cap"). 6.4.4 To be valid, any claims for damages shall be notified to the other Party no later than 12 months from the time the claiming Party became or reasonably should have become aware of the event giving rise to the claim, and in any event no later than 6 months after the expiration or termination of the Agreement. This provision constitutes a contractual limitation period (vervaltermijn) and shall be without prejudice to any mandatory statutory limitation periods (verjaringstermijnen) under Dutch law that cannot be contractually shortened. 6.4.5 Uncle Louis acknowledges that the Services may be used by the Subscriber's Affiliates if this is set out in the Order Form, and Uncle Louis's liability under this Agreement shall include liability for damages caused to such Affiliates. The Subscriber is liable for its Affiliates' use of the Services as if they were "Subscriber" hereunder. Any claims arising under this Agreement may only be brought by the Subscriber and not by its Affiliates. 6.4.6 The Subscriber is solely responsible for ensuring that its use of the Services and Output complies with applicable export control legislation and trade sanctions. 6.4.7 The limitations of liability in this Section 6.4 have been agreed upon by the Parties with due consideration of the nature, scope, and risk profile of the Services, the fees payable under the Agreement, and the allocation of risk between the Parties, and are considered reasonable and proportionate within the meaning of Articles 6:233 and 6:248 BW. 7. Confidentiality and Information Security 7.1 Confidential Information 7.1.1 "Confidential Information" means all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that: (i) is designated as confidential or, given the nature of the information and the circumstances of disclosure, should reasonably be understood to be confidential; (ii) constitutes Subscriber Content; (iii) relates to the Services (including technical architecture, algorithms, and security measures); (iv) constitutes the terms and conditions of the Agreement; or (v) includes any business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by either Party in connection with the Agreement. 7.1.2 Notwithstanding Clause 7.1.1, Confidential Information does not include information that: (i) is, at the time of disclosure or subsequently becomes, generally known to the public through no fault of the Receiving Party; (ii) was known to the Receiving Party without any obligation of confidentiality prior to disclosure by the Disclosing Party, as demonstrated by the records of the Receiving Party; (iii) is rightfully disclosed to the Receiving Party by a third party who was not, directly or indirectly, subject to any confidentiality obligations in respect thereof; or (iv) is independently developed by the Receiving Party without the use of the Disclosing Party's Confidential Information, as demonstrated by the records of the Receiving Party. 7.2 Confidentiality Undertaking and Permitted Disclosure 7.2.1 The Receiving Party shall: (i) keep the Disclosing Party's Confidential Information confidential; (ii) safeguard all Confidential Information with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information; and (iii) not use Confidential Information for any purpose outside the scope of the Agreement. 7.2.2 The Receiving Party may disclose Confidential Information to those of its employees, directors, attorneys (advocaten), agents, subcontractors, and consultants who: (i) have a need to know the Confidential Information in connection with the purpose, execution, and management of the Agreement; and (ii) are bound by confidentiality obligations (either through agreement or under law, including professional privilege (verschoningsrecht)) no less stringent than those in the Agreement. 7.2.3 The Receiving Party may also disclose Confidential Information if compelled by applicable law or a binding decision or order by any authority, regulator, governmental body, or court of competent jurisdiction. If the Receiving Party becomes subject to such compelled disclosure, it shall, to the extent not prevented by law, provide the Disclosing Party with prompt notice of the proceeding and cooperate in any effort to obtain confidential treatment of the Confidential Information. 7.3 Information Security 7.3.1 Each Party shall implement reasonable and appropriate technical and organisational measures designed to secure access to and use of Confidential Information, in accordance with applicable law and industry standards. 8. Intellectual Property Rights 8.1 General 8.1.1 Uncle Louis and its Affiliates or licensors own all rights, title, and interest in and to the Services, including all Intellectual Property Rights therein, as well as all modifications, updates, and upgrades thereof. Nothing in this Agreement shall be construed as a transfer or licence of those rights, except as explicitly stated herein. 8.1.2 As between the Parties, the Subscriber, its Affiliates, and/or its or their licensors own all rights, title, and interest in and to the Subscriber Content. 8.1.3 The Subscriber acknowledges that: (i) Input provided to the Services may be identical or similar to input provided by other users; (ii) due to the nature of machine learning, Output may not be unique across customers or end users; and (iii) the Services may generate identical or similar output for Uncle Louis or third parties. Input, Output, and other Subscriber Content of Uncle Louis's other customers are not considered Subscriber Content under this Agreement. 8.2 Licences 8.2.1 Subject to the Subscriber's and its Affiliates' adherence to this Agreement, Uncle Louis grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), revocable licence for the Term, in the jurisdictions supported by Uncle Louis and for the number of individual users stated in the Order Form, to access and use the Services specified in the Order Form for the Subscriber's and its Affiliates' internal business operations. 8.2.2 Subject to the Subscriber's and its Affiliates' adherence to this Agreement, Uncle Louis grants the Subscriber a perpetual, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), royalty-free licence to use any Deliverables for the Subscriber's and its Affiliates' internal business operations. Unless otherwise specified in the applicable Statement of Work, and aside from any Subscriber Content or derivative works thereof included in the Deliverables, Uncle Louis shall retain all ownership rights to the Deliverables. 8.2.3 The Subscriber grants Uncle Louis a limited, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), revocable licence for the Term to use, store, copy, transmit, process, and display the Subscriber Content solely as necessary for the provision of the Services in accordance with the Agreement. For the avoidance of doubt, this licence does not grant Uncle Louis the right to create derivative works of the Subscriber Content, except to the extent that technical processing of the Subscriber Content by the Services inherently requires transformation (e.g., tokenisation, indexing, or summarisation) as part of service delivery. Except for the foregoing licence, the Subscriber reserves all right, title, and interest in and to the Subscriber Content. 8.3 Feedback, Usage Data, and No Training 8.3.1 Uncle Louis welcomes feedback, comments, ideas, proposals, and suggestions for improvements (collectively "feedback") from the Subscriber. Feedback is provided voluntarily and shall not be treated as Confidential Information. Uncle Louis may use feedback without restriction or compensation, and any Intellectual Property Rights arising therefrom shall vest exclusively in Uncle Louis. 8.3.2 Uncle Louis may collect Usage Data to develop, improve, support, and operate its Services. Uncle Louis shall not share Usage Data with any third party except: (i) in accordance with Section 7; or (ii) to the extent the Usage Data is aggregated and anonymised such that the Subscriber and its end users cannot reasonably be identified. 8.3.3 Uncle Louis will not use the Subscriber's Confidential Information (including Subscriber Content) to train generative or base AI models, nor will it permit its subcontractors to do so, unless expressly agreed upon in a separate written agreement (e.g., for fine-tuning purposes with the Subscriber's prior informed consent). 9. Personal Data 9.1 When providing the Services to the Subscriber, Uncle Louis will process any personal data (persoonsgegevens) contained within the Subscriber Content on behalf of the Subscriber in accordance with the Data Processing Agreement (Verwerkersovereenkomst) entered into between the Parties, which forms an integral part of the Agreement. 10. Miscellaneous 10.1 No Partnership 10.1.1 This Agreement does not create a partnership (maatschap), joint venture, or agency relationship between the Parties or their respective Affiliates. The Parties are independent from each other, and neither Party will have the power to bind the other or to incur obligations on the other's behalf without the other Party's prior written consent. 10.2 Notices 10.2.1 Except as otherwise specified in the Agreement, all notices, permissions, and approvals shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing by registered post (aangetekende post); or (iii) the day of sending by email, provided that the sending party can demonstrate successful transmission. Notices of termination shall be addressed to legal@unclelouis.ai and Uncle Louis's account manager. All other notices shall be provided to the Parties' respective contact persons as specified in the Order Form. A notice of default (ingebrekestelling) within the meaning of Article 6:82 BW shall be given in writing by registered post or email with confirmed receipt. 10.3 Waiver 10.3.1 No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver (afstand van recht) of that right. Any waiver of a term or condition of this Agreement shall be effective only if set forth in a written instrument duly executed by the waiving Party, and shall not be construed as a waiver of the same or any other term or condition in any other instance. 10.4 Severability 10.4.1 If any provision of this Agreement is held to be wholly or partly invalid, void, or unenforceable (nietig of vernietigbaar), the validity and enforceability of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent and purpose of the invalid provision, in accordance with Article 3:41 BW. 10.5 Assignment 10.5.1 Neither Party may assign (overdragen or cederen) any of its rights or obligations under the Agreement without the other Party's prior written consent (not to be unreasonably withheld), provided that either Party may assign the Agreement in its entirety without consent: (i) to an Affiliate; or (ii) in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Any purported assignment in violation of this Clause shall be void. 10.6 Subcontractors 10.6.1 Uncle Louis may, subject to Section 7 and the Data Processing Agreement, use subcontractors for the provision of the Services. Uncle Louis shall be liable for its subcontractors' acts and omissions as for its own (cf. Article 6:76 BW) and shall remain the Subscriber's sole point of contact in relation to the Services. 10.7 Marketing 10.7.1 Subject to the Subscriber's prior written consent (which may be given in the Order Form), Uncle Louis may use the Subscriber's company logo(s), company name(s), and trademark(s) as reference material for marketing and public relations purposes, identifying the Subscriber as an Uncle Louis customer. The Subscriber may withdraw such consent at any time by written notice, and Uncle Louis shall promptly cease any further use of such materials as instructed. 10.8 Force Majeure (Overmacht) 10.8.1 Except for payment obligations, neither Party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent caused by a circumstance beyond the Party's reasonable control (overmacht within the meaning of Article 6:75 BW) which substantially prevents the Party's or its subcontractors' performance, including but not limited to: natural disaster, epidemic or pandemic, act of war or terrorism, riot or civil unrest, labour conditions (including boycott, strike, or lock-out), governmental action, disruption of telecommunications, failure or material delay of internet service providers, widespread internet disturbance, or disruption of power or other essential services. 10.8.2 A Party claiming force majeure shall use commercially reasonable efforts to overcome and mitigate the effects of such circumstances and shall promptly notify the other Party of the occurrence and expected duration of the force majeure event. If the performance of the Services is prevented in substantial respects for a period exceeding 60 days due to a force majeure event, either Party may terminate the Agreement upon written notice, without incurring any liability for compensation. 10.9 Entire Agreement 10.9.1 The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, promises, and representations, whether written or oral, relating thereto. 10.10 Changes to These GTCs 10.10.1 Uncle Louis may amend these GTCs by posting updated GTCs on its website. All updates become effective 30 days after posting, unless a longer notice period is required by applicable law. Uncle Louis shall notify the Subscriber of material amendments by email. Notwithstanding the above, Uncle Louis may not alter the GTCs in a way that: (i) detracts from its obligations with respect to Confidential Information as agreed in this Agreement; (ii) materially increases the Subscriber's obligations or liability; or (iii) materially reduces the scope or quality of the Services during the then-current term, in each case without the Subscriber's prior written consent. 10.10.2 If the Subscriber reasonably considers a GTC update to materially adversely affect it, it shall notify Uncle Louis within 30 days after posting of such update. Uncle Louis shall in good faith discuss the Subscriber's concerns and use reasonable efforts to resolve the issue, which may include reverting to the prior language for the remainder of the applicable subscription period. If the Parties cannot reach a resolution within 30 days of the Subscriber's notification, the Subscriber may terminate the Agreement without penalty upon 15 days' notice, and Uncle Louis will refund the Subscriber any pre-paid unused fees. This termination right is intended to ensure compliance with the principles underlying Article 6:236 sub c BW, as applicable through reflexwerking pursuant to Article 6:233 BW. 11. Governing Law and Disputes 11.1 This Agreement, and any dispute or claim arising out of or in connection with it (including any dispute or claim relating to non-contractual obligations (onrechtmatige daad)), shall be governed by and construed in accordance with Dutch law, without regard to conflict-of-law or choice-of-law rules that would lead to the application of the laws of any other jurisdiction. 11.2 Any dispute, controversy, or claim arising out of or in connection with the Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut, the "NAI"). 11.3 The Rules for Expedited Arbitrations of the NAI shall apply, unless the NAI in its discretion determines, taking into account the complexity of the case, the amount in dispute, and other relevant circumstances, that the Arbitration Rules of the NAI shall apply instead. In the latter case, the NAI shall also determine whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Amsterdam, the Netherlands. The language of the arbitral proceedings shall be English. 11.4 Notwithstanding the foregoing, either Party may seek interim or conservatory measures (voorlopige voorzieningen) from the competent court in Amsterdam without waiving the right to arbitration. 12. Definitions "Acceptable Use Policy" means Uncle Louis's Acceptable Use Policy available on Uncle Louis's website. "Affiliate" means a Party's ultimate parent company (moedermaatschappij) and any legal entity that directly or indirectly through one or more intermediaries is controlled by or under common control with the ultimate parent company. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legal entity, whether through the ownership of voting stock, by contract, or otherwise. "Confidential Information" has the meaning set out in Clause 7.1.1. "Deliverables" means deliverables (including software, if applicable) developed and/or provided by Uncle Louis to the Subscriber in connection with Implementation Work. "Effective Date" means the date when the Order Form is signed by duly authorised representatives of both Parties. "Enhanced Cap" has the meaning set out in Clause 6.4.3. "Enhanced Claims" has the meaning set out in Clause 6.4.3. "General Cap" has the meaning set out in Clause 6.4.2. "GTCs" has the meaning set out in Clause 1.1. "Implementation Work" means the work carried out by or on behalf of Uncle Louis pursuant to a Statement of Work. "Initial Service Term" has the meaning set out in Clause 4.1.1. "Input" means the data, software, documents, third-party services, and other content (including prompts) uploaded, accessed, stored, or submitted by any means for use in the Services by or on behalf of the Subscriber. "Intellectual Property Rights" means all intellectual or industrial property rights (intellectuele eigendomsrechten), including patents, trademarks, trade names, service marks, domain names, designs, utility models, copyrights (auteursrechten), neighbouring rights, database rights (databankrechten), confidential know-how, trade secrets, and similar rights, whether registered or not, and including applications and the right to apply for registration, which may be protected anywhere in the world. "NAI" has the meaning set out in Clause 11.2. "Output" means the output generated and returned by the Services, by or on behalf of the Subscriber, based on the Input. "Renewal Term" has the meaning set out in Clause 4.1.2. "Services" means the Uncle Louis AI platform, a legal AI workspace, comprising a cloud service accessible via a web interface through a browser and/or desktop application (or, if specifically agreed in the Order Form, APIs offered by Uncle Louis), plug-ins and add-ins to other software, and any ancillary documentation and modules provided by Uncle Louis and its Affiliates to the Subscriber hereunder. The term "Services" explicitly excludes Subscriber Content and Implementation Work. "Statement of Work" means, if executed between the Parties, one or more documents appended to the Order Form, describing the setup and integration work to be carried out by or on behalf of Uncle Louis to onboard the Subscriber. "Subscriber Content" means Input and Output collectively. "Term" means the Initial Service Term and all Renewal Terms combined. "Usage Data" means information reflecting the access, interaction, or use of the Services by or on behalf of the Subscriber and individual end users, including frequency, duration, volume, features, functions, visit, session, click-through or clickstream data, and statistical or other analysis, information, or data based on or derived from the foregoing. Usage Data does not include Subscriber Content. End of General Terms and Conditions — Uncle Louis B.V.