1. General Provisions

Art. 1 Applicability

1.1 These terms and conditions apply to all offers and agreements whereby Outpacr supplies AI software and services.

1.2 Deviations are only valid if agreed upon in writing.

1.3 Client's terms and conditions are expressly rejected.

Art. 2 Price and Payment

2.1 All prices exclude VAT and other levies.

2.2 Client must make all payments according to the agreed payment conditions, without suspension or set-off.

2.3 In case of late payment, client owes statutory commercial interest without prior notice of default.

Art. 3 Duration and Termination

3.1 Agreements are entered into for the agreed duration or otherwise for one year.

3.2 Agreements are tacitly renewed for the original duration, unless terminated in writing with a notice period of three months.

Art. 4 Confidentiality and Privacy

4.1 Parties shall ensure confidentiality of confidential information.

4.2 Outpacr is not a processor of personal data within the meaning of the GDPR. All data processing activities take place under the exclusive responsibility of the client (on-premise).

4.3 Client is fully responsible for data processed using Outpacr's services.

4.4 Client indemnifies Outpacr against all claims by third parties with respect to data processing.

Art. 5 Security

5.1 Outpacr provides appropriate security measures for AI systems in accordance with the specifications agreed upon in writing.

5.2 Client shall adequately secure its own systems and infrastructure.

2. AI Model Software Services

Art. 6 Execution of Services

6.1 Outpacr shall perform AI services with care according to agreed specifications on a best-efforts basis.

6.2 Outpacr may make changes to the content or scope of AI services if necessary.

Art. 7 Warranty

7.1 Outpacr does not guarantee that AI software functions without errors or that all errors will be fixed.

7.2 Outpacr will make best efforts to correct errors in the AI software within a reasonable time.

7.3 Warranty expires if client makes changes to the software without written permission.

Art. 8 Software and Intellectual Property

8.1 The AI software is, where possible, provided under an open source license with the intention of perpetual usage rights, allowing the client to experience ownership of the software.

8.2 Client obtains the right to use, adapt, improve, and distribute the software in accordance with the specific terms of the agreed open source license.

8.3 If applicable, client is obliged to provide attribution according to the provisions of the open source license.

8.4 Client is free to use the AI software within and outside its own organization, without restrictions on intended purpose or number of users, unless specifically agreed otherwise.

8.5 If components are not open source, the license terms of the respective software apply to these components.

Art. 9 Maintenance and Support

9.1 Outpacr provides maintenance regarding the AI software only if agreed.

9.2 Maintenance includes error correction and, if agreed, making new versions available.

9.3 Support services are provided on working days.

Art. 10 Ethical Use of AI

10.1 Client commits to using the AI software in an ethically responsible manner, with respect for human rights, privacy, and non-discrimination.

10.2 Client shall not use the AI software for purposes that:

a) are illegal or contrary to social due diligence;

b) are misleading, manipulative, or harmful to individuals or groups;

c) lead to unjustified discrimination based on protected characteristics;

d) infringe intellectual property rights or privacy of third parties.

10.3 Client is responsible for implementing appropriate safeguards and supervision when using the AI software.

10.4 Outpacr reserves the right to refuse support for applications that violate these ethical principles.

3. Liability

Art. 11 Limitation of Liability

11.1 The total liability of Outpacr is limited to compensation for direct damage up to a maximum of the amount stipulated for the agreement (excl. VAT).

11.2 Liability for indirect damage, consequential damage, lost profits, missed savings, and damage due to business interruption is excluded.

11.3 A condition for liability is that the client reports the damage in writing as soon as possible.

11.4 Outpacr is not liable for decisions or actions taken by the client or third parties based on outcomes, predictions, or suggestions generated by the AI software. Client acknowledges that the AI software is merely a tool and that all decisions based on the output of the AI software fall under the full responsibility of the client.

11.5 Client is responsible for implementing appropriate procedures for human oversight and control over decisions made using the AI software, particularly when these decisions could have significant consequences for individuals or organizations.

Art. 12 Force Majeure

12.1 Neither party is obliged to fulfill any obligation if prevented as a result of force majeure.

12.2 Force majeure includes: cybersecurity incidents, including but not limited to denial-of-service attacks, ransomware, malware infections, data theft by hackers, and other forms of unauthorized access to systems, networks, or data, whether these occur at the party itself or at suppliers, unless these are the result of serious negligence in taking reasonable security measures.

12.3 If force majeure lasts longer than sixty days, each party has the right to terminate the agreement.

4. Final Provisions

Art. 13 Applicable Law and Disputes

13.1 The agreements are governed by Dutch law.

Between Dutch parties:

13.2 In case of disputes, parties will first attempt to resolve them through mediation in accordance with the NMI regulations. If the dispute is not resolved within 60 days after the start of mediation, the dispute will be submitted to the competent court in the district where Outpacr is located.

International:

13.3 All disputes of an international nature arising from or in connection with this agreement shall be finally settled in accordance with the Arbitration Rules of the International Chamber of Commerce by one or more arbitrators appointed in accordance with these Rules.