1. Applicability

These general terms and conditions govern the use and provision of the Services provided by Alice to the Subscriber and form part of the Agreement between the Parties unless a separate written agreement has been concluded and signed by the Parties which specifically excludes the application of all or some of the provisions of these Terms and Conditions.

2. Definitions and interpretation

In addition to the terms defined elsewhere in the Terms and Conditions, capitalized words and expressions shall have the meaning set out below:

“Agreement” means these Terms and Conditions, its schedules and appendices, and all documents expressly referred to in it, such as the Order Form and the Data Processing Agreement, as may be varied in writing from time to time by Alice.

“Affiliate” means a Party’s ultimate parent company and any legal entity directly or indirectly through one or more intermediaries that is controlled by or under common control with the ultimate parent company. For this definition, the term “control” shall be understood as 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.

“Alice” means the limited liability company Alice BV, organized and existing under the laws of Belgium and having its seat at 8200 Brugge, Diksmuidse Heerweg 126 and registered with the enterprise court of Bruges, Ghent division under enterprise number BE 1019.819.101.

“Business Day” means any day other than a Saturday, Sunday, or official public holiday in Belgium.

“Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, (i) that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential, (ii) Input and Output, (iii) the Services, (iv) the Agreement, including pricing, and (iv) any business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each Party in connection with the Agreement. Confidential Information does not include information that: (i) is at the time of disclosure, or later becomes, generally known to the public through no fault of Receiving Party; (ii) was known to the Receiving Party with no obligation of confidentiality before disclosure by Disclosing Party, as proven by records of Receiving Party; (iii) is rightfully disclosed to Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligations, or (iv) is at any time independently developed by Receiving Party without the use of Disclosing Party’s Confidential Information as proven by records of Receiving Party.

“Data Processing Agreement” means the agreement as referred to in Clause 10.2 and attached as a schedule to these Terms and Conditions.

“End User” means any individual who accesses or uses the Services under the authorization of the Subscriber, whether directly or indirectly.

“End User Policy” means the End User Policy attached as a schedule to these Terms and Conditions.

“Effective Date” means the date when the Order Form is signed by duly authorized representatives of both Parties.

“Initial Service Term” means as defined in Clause 6.1.1.

“Input” means the data, software, documents, third-party services, and other content (including prompts) uploaded, accessed, stored, or submitted by any means for the use of the Services by or on behalf of the Subscriber, including without limitation client correspondence, contracts, orders, and legal doctrine.

“Intellectual Property Rights” means all intellectual or industrial property rights, including patents, trademarks, trade names, service marks, domain names, designs, utility models, copyrights, neighboring rights, database rights, confidential know-how, trade secrets, and similar rights valid against third parties, whether registered or not, and including applications and the right to apply for registration of any rights, which may be protected anywhere in the world.

“Intended Purpose” means the intended use of the Services as set forth in Clause 3.3.1.

“Order Form” means a form of quotation submitted by Alice to the Subscriber for the Services.

“Output” means the output generated and returned by the Services based on the Input.

“Parties” means Alice and the Subscriber.

“Services” means the usage and provision of the Alice AI platform (the “Alice Platform”), a web-based legal AI assistant, which comprises a cloud service accessible via a web interface through a browser and/or desktop app (the “Alice Webapp”) and the plugin for Microsoft Word (the “Alice Add-on”), which connects the Subscriber’s Microsoft Word software to Alice’s Webapp for case analysis and legal drafting on the basis of  Input filed on the Alice Webapp.

“Subscriber” means the contracting party entering the Agreement with Alice for the use of the Services as mentioned on the Order Form and/or invoices.

“Term” means the Initial Service Term and all Renewal Terms combined.

“Terms and Conditions” means the terms and conditions referenced in this document.

3. Services

3.1 General

1. Subject to the terms of the Agreement, the Subscriber hereby subscribes to, and Alice shall supply, the Services specified in the Order Form.
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2. The Services are generally available 24/7 except for interruptions due to support and maintenance. Alice shall use all commercially reasonable efforts to undertake maintenance to cause as little disruption of the Services as possible and, in so far as it is reasonable to do so in the circumstances, provide advance notice to the Subscriber of any suspension of the Services.

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3.2 Account administration and access credentials

1. Personnel specified by the Subscriber will be provided with administrative privileges (administrators) to manage the Subscriber’s account and the End Users’ licences, whereby the administrators may be able to (i) add, remove, and suspend End Users’ access to the Services, (ii) access, share, and remove stored Input, and (iii) access logging and information about End Users’ use of the Services.
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2. If an administrator or End User is no longer authorized to use the Services, the Subscriber shall promptly remove their access. The Subscriber is responsible for all administrators’ and End Users’ use of the Services.
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3. The Subscriber is responsible for safeguarding any access credentials related to the Services and for all acts and omissions under its account. Use of the assigned access credentials or login, whether or not authorized by the Subscriber, will be solely the responsibility of and the risk of the Subscriber. In case of suspected or confirmed unauthorized access to or use of the Services or the access credentials, the Subscriber shall promptly inform Alice. Alice is not liable for any damage due to unauthorized account use.
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4. The Subscriber shall assign each of its End Users with an individual and specific license, which may not be shared, transferred, or otherwise used by anyone else unless specified in the Agreement.

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3.3 Usage restrictions

1. The Services are intended to be used by legal practioners as a supportive tool in preparing litigation cases leaving the final judgment to the legal practitioner. The Services are not intended to be used (i) by a judicial authority or on their behalf to assist a judicial authority in researching and interpreting facts and the law and in applying the law to a concrete set of facts, or to be used in a similar way in alternative dispute resolution, nor (ii) by or on behalf of law enforcement authorities or by Union institutions, bodies, offices or agencies in support of law enforcement authorities for the profiling of natural persons as referred to in Article 3(4) of Directive (EU) 2016/680 in the course of the detection, investigation or prosecution of criminal offences.
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2. The Subscriber agrees not to, and not to assist, permit or enable any End User or third party to (i) use the Services for other purposed than the Intended Purpose, (ii) use the Services in a way that infringes, misappropriates or violates any person’s rights, (iii) use the Services in an excessive manner (as further clarified in Clause 3.3.2) or exceed the maximum number of authorised End Users set out in the Order Form, (iv) sub-licence, rent, sell, lease, distribute or otherwise transfer its right to access or use the Services or otherwise use or allow others to use the Services for the benefit of any third party, (v) attempt to reverse engineer, decompile, reverse compile, disassemble, decrypt, translate or derive the source code or algorithms or review data structures of the Services or any portion thereof, except as permitted by applicable law, (vi) modify, customise, port, translate, localise or create derivative works (including but not limited to creating new or extending existing tables or databases) of the Services, (vii) gain or attempt to gain non-permitted access by any means to any Alice computer system, network or database, (viii) access all or any part of the Services in order to build a product or service which competes with the Services, (ix) introduce or permit the introduction of, any virus, malware or other items of a destructive or deceptive nature into Alice’s network and information systems, (x) file copyright or patent applications that include the Services or any portion thereof, (xi) use the Services in a manner that interferes or attempts to interfere with the proper working of the Services, and/or (xii) use the Services to create, share or store clearly offensive or inappropriate material, or for any illegal, harmful or abusive activity.
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3. Should an End User generate (i) more than three (3) times the traffic of an average user of the Services (measured weekly), or (ii) an amount of traffic that is clearly outside of that End User’s normal use parameters, Alice retains the right to limit the individual End User’s access to the Services for the remainder of that specific month and notifying the Subscriber of the issue. For the avoidance of doubt, this shall not result in a permanent restriction and is simply intended to protect the Services from excessive usage.
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4. The Subscriber is responsible for its, and its Affiliates’ and their administrators’ and End Users’ use of the Services, and their adherence (or failure to adhere) to the usage restrictions.
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5. If Alice becomes aware that the Subscriber (or an individual administrator or End User) has violated this Clause 3.3, Alice will notify the Subscriber by email (a “service notice”) and request the Subscriber to take immediate and appropriate action, including ceasing problematic usage or removing applicable Input. If not capable of being remedied or if the Subscriber fails to comply with a service notice within the reasonable period outlined in the service notice, Alice may suspend the Subscriber’s (or the individual administrator’s or End User’s) access to the Services until the requested action is taken. If the Subscriber fails to take the required action within ten (10) Business Days after a suspension on two (2) or more occasions during any rolling twelve (12) month period, Alice may, without prejudice to its other rights and remedies, terminate the Agreement immediately for cause in accordance with Clause 6.2.

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4. Input and output

4.1 Input and it's use

1. The Subscriber is solely responsible for any obligations with respect for the accuracy, quality, and legality of the Input, as well as any third-party licenses, legal grounds, consents, and permissions needed to use the Input with the Services. As between the Parties, the Subscriber represents and warrants that it owns and/or has the relevant third-party licenses, legal grounds, consents, and permissions to all Input.
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2. Any third-party software, services, or other products (collectively “third-party services”) used by the Subscriber in connection with the Services (including but not limited to such that constitutes or generates Input) are subject to their own terms and conditions, and the Subscriber is solely responsible for complying with all terms and conditions governing such third-party services.
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3. Although Alice is not responsible for any Input, Alice may delete any Input if Alice can substantiate that it has reasonable grounds to believe that the Input violates this Agreement or any applicable law, or risks giving rise to an infringement claim from a third party. Before Alice deletes any Input under Clause 4.1.3, Alice shall provide the Subscriber with reasonable prior notice, unless it is necessary to delete the Input before such notice for Alice to avoid a third-party claim or other material liability or sanctions. In such case, Alice may, without prejudice to its other rights and remedies, suspend or terminate the Agreement immediately for cause in accordance with Clause 6.2.

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4.2 Output and its use

1. The Subscriber is permitted to use the Output. This means that, as between Alice and the Subscriber, the Subscriber can use the Output for any purpose not contrary to this Agreement. However, to avoid doubt, the Subscriber is solely responsible for verifying that Output does not infringe upon any third party’s rights.
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2. The Subscriber acknowledges that, due to the nature of the Services, Output may not be unique across customers/End Users, and that the Services may generate the same or similar Output for Alice or a third party. Responses that are requested by and generated for Alice’s other customers are not considered Output hereunder.
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3. Artificial intelligence and machine learning are rapidly evolving fields of study. Alice is constantly working to improve the Services to make them more accurate, reliable, safe, and beneficial. However, given the probabilistic nature of machine learning, use of the Services may in some situations result in incorrect Output. The Subscriber is responsible for evaluating the accuracy of any Output as appropriate for its use case, including by using human review of the Output. Any incomplete, incorrect or offensive Output shall not be deemed to be representative of any views of Alice.
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4. The Subscriber agrees and accepts that the Output generated through the Services is only for (i) informational purposes, (ii) the performance of a narrow procedural task, (iii) the improvement of the result of a previously completed human activity, or (iv) the detection of decision-making patterns or deviations from prior decision-making patterns and not to replace or influence the previously completed human assessment, without proper human review. The Subscriber understands that the quality, relevance, and reliability of the Output are inherently dependent on the completeness, clarity, and correctness of the Input provided by the Subscriber. The Output does not constitute legal advice nor does it establish an attorney-client relationship between the Subscriber and Alice. Alice does not (i) warrant the Output’s legal accuracy, sufficiency, or compliance and (ii) does not bear any legal responsibility for legal advice or information that is derived from the Output.

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4.3 Input and output indemnity

The Subscriber will indemnify and defend Alice against any third-party claims, demands, suits, or proceedings (each a ‘claim’) and all related judgments, liabilities, awards, damages, and costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with Input and/or the use of Output. For the avoidance of doubt, for this Clause 4.3, a claim against Alice shall be understood to include a claim against Alice and Alice’s officers, directors, and employees.

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5. Fees and payments

5.1 Fees

1. The Subscriber shall pay the fees for the Services (i) which follow from the Order Form, or, if not stated in the Order Form, (ii) charged by Alice’s offered standard subscription plans from time to time. The Subscriber’s payment of fees is not contingent on the delivery of any future functionality or features.
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2. Alice reserves the right to update the fees charged hereunder, applicable as of the coming Renewal Term, by giving at least thirty (30) days’ notice.
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3. In the Order Form a maximum number of End Users is mentioned. At any point in time, the Subscriber may request to increase the maximum number of End Users. After confirmation by Alice as soon as reasonably possible following such request, the Subscriber will receive an updated Order Form containing the new maximum number of End Users and corresponding fees entering into force immediately (unless specified otherwise in the Order Form). Further, the Subscriber may also request to decrease the maximum number of End Users concerning the next Renewal Term, ultimately one (1) month before the end of the Initial Service Term or the then current Renewal Term. After confirmation by Alice as soon as reasonably possible following such request, the Subscriber will receive an updated Order Form containing the new maximum number of End Users and corresponding fees entering into force upon the start of the next Renewal Term (unless specified otherwise in the Order Form).
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4. Termination of the Agreement will not relieve the Subscriber of its obligation to pay any fees payable for the period before the effective date of termination, or (unless and to the extent explicitly stated herein) give the Subscriber a right to a refund of already paid fees (other than pre-paid fees for the period after the effective date of termination). If the Subscriber terminates the Agreement without cause before the end of the then-current term, the balance of the fees for the remainder of the term shall immediately fall due.

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5.2 Payment terms

1. Unless otherwise stated in the Order Form, invoices are due net thirty (30) days from the invoice date.
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2. If any duly invoiced amount is not received by Alice by the due date, Alice may (at its discretion and without limiting Alice’s rights or remedies hereunder), (i) charge late interest in accordance with the Belgian Act of 2 August 2002, as amended by Belgian Act of 14 August 2021 with an additional 8 percent points and rounded up to the higher half-percent point, as well as a fee for administration costs of 10% of the overdue invoice amount with a minimum of 150 EUR and/or (ii) suspend the Subscriber’s access to the Services, until the overdue amounts are paid in full, provided that Alice has given at least ten (10) Business Days prior notice of such suspension and payment of the defaulted amount has not been received by Alice within such period.
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3. Unless explicitly stated in the Order Form, the fees do not include VAT 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.

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6. Term and termination

6.1 Term

1. The Agreement is valid from the earlier of (i) the Effective Date, and (ii) the date when the Subscriber starts using the Services, and shall remain in force during the initial period set out in the Order Form (the “Initial Service Term”).
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2. The Agreement shall be automatically prolonged for an additional subscription period (“Renewal Term”), equivalent to the length of the Initial Service Term (each renewal), unless either Party terminates the Agreement with no less than sixty (60) days written notice before the expiry of the current the Initial Service Term or Renewal Term, as applicable.

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6.2 Termination for cause

1. In addition to any termination rights stated elsewhere in the Agreement or under applicable law, a Party may terminate the Agreement for cause (i) upon thirty (30) days written notice to the other Party of a material breach if the breach remains uncured at the expiration of the notice period, (ii) if the other Party becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations, or (iii) if the other Party goes out of business, or ceases its operations.

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6.3 Effects of termination and survival

1. Upon termination of the Agreement, howsoever occasioned, (i) the licenses under Clause 9.2 shall immediately terminate (except to the extent for the duration needed to allow Alice to assist the Subscriber with data retrieval under Clause 6.3.2), and (ii) all outstanding fees shall be due and payable.
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2. In connection with the termination of the Agreement or otherwise during the Term, Alice undertakes to, on the Subscriber’s reasonable request and at the Subscriber’s reasonable expense (unless applicable law provides otherwise), assist the Subscriber in retrieving any Input stored in the Services (if any) in a standard machine-readable format. In addition, unless otherwise required under applicable law, 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, Alice shall delete any Input stored in the Services (if any) in a manner that renders it impossible to recreate.
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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 to the intended preservation of the Parties’ rights and obligations. It is noted that the confidentiality undertakings in Clause 8 shall survive for the longer of (i) five (5) years counting from the termination hereof, (ii), in relation to any Confidential Information which comprises Intellectual Property Rights, the term of protection for the Intellectual Property Right, and (iii) in relation to any Confidential Information which comprises information covered by statutory and/or bar association rules on confidentiality, the time period required under applicable law/bar association rules.

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7. Undertakings and liability

7.1 Services undertaking

1. Alice undertakes during the Term, (i) that the Services will perform materially in accordance with the Agreement, and be performed professionally, in accordance with generally accepted industry standards, (ii) that the information security measures which follow from Clause 8.3 will not be materially decreased, and (iii) that Alice will not materially decrease the overall functionality of Alice Platform. However, Alice does not warrant that the Services will be uninterrupted, accurate or error-free. The proper functioning of the Services ultimately depends on connectivity, internet connection, network, and other infrastructure which Alice is not responsible for.
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2. Notwithstanding Clause 3.1.3 and 7.1.1, Alice shall always be entitled to adjust the Services without notice so as to ensure compliance with applicable law address any security issue, or remove the risk of infringement of third-party Intellectual Property Rights. The Subscriber agrees that it will not be entitled to any refund or rebate for such suspensions.
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3. Except in case of gross negligence or wilful misconduct by Alice, the Subscriber’s sole and exclusive remedies for a breach of Clause 7.1.1 shall be to (i) request a remedy of the breach, and (ii) if remedial action is not taken or possible and the breach is material, exercise its termination rights in accordance with Clause 6.2.

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7.2 Liability and limitations of liability

1. Neither Party shall be liable under the Agreement for any lost profits, lost opportunities, indirect, special, incidental, or consequential damages, or any other indirect damage or loss, even if advised of the possibility of such damages. In no event will Alice, its licensors, or its suppliers have any liability to the Subscriber and/or its Affiliates for any use of data, any loss of data, any unauthorized access to, alteration, theft, or destruction of the Subscriber’s or its trading partners’ computers, computer systems, data files, programs or information, or costs of procurement of substitute goods or services, or for any indirect, special or consequential damages however caused and under any theory of liability and whether or not Alice has been advised of the possibility of such damage.
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2. Alice’s total aggregate liability under this Agreement shall not exceed the lesser of: (i) the total amount of fees paid or payable by the Subscriber in the twelve (12) months preceding the event giving rise to the claim; or (ii) two hundred fifty thousand euros (€250,000).
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3. In the event of a system failure, data breach, or any other incident giving rise to liability affecting multiple Subscribers simultaneously (a "Shared Liability Event"), the total aggregate liability of Alice, across all affected Subscribers, shall in no event exceed two hundred fifty thousand euros (€250,000).
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4. Where such liability arises in favour of more than one Subscriber, the maximum amount payable to each Subscriber shall be determined on a pro rata basis, proportionate to the value of the fees paid by each affected Subscriber to Alice in the twelve (12) months preceding the event. For the avoidance of doubt, no individual Subscriber shall be entitled to recover more than their respective pro rata share of this aggregate cap, regardless of the actual loss suffered. This Clause shall operate notwithstanding any individual liability cap set out elsewhere in this Agreement
5. The limitations set out in this Clause 7.2 shall not apply (i) in relation to the Subscriber’s obligation to pay fees hereunder, (iii) to claims under Clause 4.3 (Input and Output indemnity), (iv) in relation to claims due to a Party’s wilful misconduct or fraudulent behaviour, and (v) where the Subscriber has failed to implement or maintain appropriate insurance coverage for its End-Users, including insurance for loss of data, cybersecurity incidents, or professional liability.
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6. For the avoidance of doubt, it is the responsibility of the Subscriber to ensure that adequate insurance is in place to cover damages or losses that may be incurred by its Users in connection with the use of the Services.
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7. The limitations to a Party’s liability set out in this Clause 7.2 shall nevertheless apply where a breach occurs through (i) the acts of an external threat actor, despite a Party having fulfilled its obligations set out in Clause 8.2, or (ii) through the acts or omissions of a provider of a generative/base AI model used by the Alice Platform.
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8. To be valid, any claims for damages shall be notified to the other Party no later than six (6) months from the time the event giving rise to the claim occurred, however, never later than six (6) months from the expiration or termination of the Agreement.
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9. Alice acknowledges that the Services may be used by the Subscriber’s Affiliates, if this is set out in the applicable Order Form. The Subscriber is liable for its Affiliate's use of the Services as of its own. In addition, Alice’s liability under the Agreement will remain unaffected regardless of whether Subscriber’s Affiliates use the Services, and Alice shall have no obligation or liability in relation to any such Affiliate.
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10. The Services may contain links to websites or resources of third parties, and connect to databases, legal research platforms, information storages, and similar resources (collectively “third-party content”). Alice does not endorse and is not responsible or liable for the accuracy, availability, content, products, services, or anything else as it pertains to third-party content.
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11. The Subscriber is solely responsible for ensuring that any use of the Services (including Output) complies with applicable export control legislation and trade sanctions.
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12. The Subscriber agrees in relation to the Services provided by Alice, it will have a contractual relationship only with Alice (and not its directors, shareholders, members, employees or consultants, to whom Alice is authorized to communicate information relating to any Service) for the provision of the Services. To the fullest extent permitted by law and regulation, no individual who is a director, shareholder, member or employee of, or consultant to, Alice accepts or assumes responsibility to the Subscriber or to anyone else for Services provided to the Subscriber, including the End Users. The Subscriber agrees, and shall cause its End User to agree (to the extent such agreement is enforceable under applicable law and regulation) that it will not bring any claim in connection with the Agreement and/or Services provided to the Subscriber by Alice whether on the basis of contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise, against any member of Alice or against any shareholder, director in, employee of or consultant to, Alice, but this will not limit or exclude the liability of Alice itself for the acts or omissions of their members, directors, shareholders, partners, employees or consultants. Parties agree that only Alice shall be liable to the Subscriber in relation to this Agreement and the Services.

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8. Confidentiality and information security

8.1 Confidential information

1. The Receiving Party shall keep the Disclosing Party’s Confidential Information confidential during the Term and the subsequent period which follows from Clause 6.1, and not use Confidential Information for any purpose outside the scope of the Agreement.
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2. In this context, the Subscriber acknowledges that, as an integral part of the Services, Input will be submitted to, and Output will be received from, the providers of generative/base AI models used by the Alice Platform from time to time (in accordance with their terms and conditions). Also, for the avoidance of doubt, the Receiving Party is permitted to disclose Confidential Information to those of its employees, directors, attorneys, agents, subcontractors, and consultants who (i) need to know the Confidential Information in connection with the purpose, execution and contract management of the Agreement, and (ii) are bound by confidentiality obligations (either through agreement or under law) no less stringent than those in the Agreement.
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3. The Receiving Party is also permitted to 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 a compelled disclosure proceeding that concerns Confidential Information, it shall, to the extent not prevented by law, (i) provide the Disclosing Party with notice of the proceeding and compelled disclosure, (ii) if the Disclosing Party is an entity subject to statutory and/or bar association rules on confidentiality in relation to client/ customer matters (e.g. a bank, financial institution, law firm, etc.), inform the relevant court/authority and intended recipient(s) of this, and (iii) if Disclosing Party wishes to contest the compelled disclosure, at the Disclosing Party’s cost, provide the Disclosing Party with reasonable assistance.

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8.2 Information security

1. Each Party shall safeguard all Confidential Information of the other Party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information. Each Party must implement reasonable and appropriate measures designed to help secure access to and use of the Confidential Information. However, Alice cannot warrant absolute security.
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2. If either Party discovers any vulnerabilities or breaches related to the use of the Services, the Party must promptly contact the other Party and provide reasonable details of the vulnerability or breach.
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3. Alice’s personnel will only access the Input subject to the confidentiality restrictions in Clause 8.3, and with the consent of Subscriber or to the extent reasonably required (i) to perform the Services on behalf of Subscriber; (ii) to investigate or correct a system error or otherwise improve the Services; (iii) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (iv) to comply with any applicable law, regulation, subpoena, discovery request or court order; (v) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; or (vi) to verify compliance with the provisions hereof; or (vii) to enforce/protect the rights and properties of Alice.

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9. Intellectual property rights

9.1 General

1. Alice or licensors own all rights, title, and interest in and to the Services, including but not limited to all Intellectual Property Rights included therein, as well as modifications, updates, and upgrades thereof. Nothing in this Agreement shall be considered a transfer or license to those rights, except as explicitly stated herein.
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2. However, for the avoidance of doubt, the Subscriber, its Affiliates and/or licensors, as the case may be, retains full ownership of its Input (and any Input which is included in Output), as well as any modifications or configurations of account settings made by or on behalf of the Subscriber.
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3. Alice reserves the right, in its sole discretion, at any time to make improvements, additions, and modifications (including, subject to Clause 7.1.1, removing features), and to correct any errors or defects in the Services, notwithstanding that such measures may temporarily impair the Subscriber’s access to or use of the Services.

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9.2 Licenses

1. Subject to the Subscriber’s and its Affiliates’ adherence to this Agreement, Alice grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), fully revocable license for the Term, in the jurisdictions supported by Alice 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.
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2. Subject to the Subscriber’s and its Affiliates’ adherence to this Agreement, Alice grants the Subscriber a perpetual, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), royalty-free license, in the jurisdictions supported by Alice, to use the Services for the Subscriber’s and its Affiliates’ internal business operations.
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3. The Subscriber grants Alice a limited, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), fully revocable license for the Term to use, store, copy, transmit, and display the Input for the provision of the Services in accordance with the Agreement. Except for the aforesaid license, the Subscriber reserves all right, title, and interest in and to the Input.

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9.3 Feedback

1. Feedback, comments, ideas, proposals, and suggestions for improvements (collectively “feedback”) from the Subscriber (including its administrators and End Users) is encouraged by Alice. It is noted that Alice may use feedback without restriction or paying compensation and that any Intellectual Property Rights resulting therefrom shall vest exclusively in Alice.
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2. Furthermore, Alice may collect and analyse aggregated and anonymized usage data derived from the Subscriber’s use of the Services to improve the performance, functionality, and overall user experience of the Services, provided that such data cannot be linked back to the Subscriber or identify any Confidential Information. However, for the avoidance of doubt, Alice does not access or analyze Input or Output and will not use Input or Output to train generative/base AI models, unless agreed upon separately in writing (e.g. for finetuning).

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10. Personal data

1. When providing the Services to the Subscriber, Alice may, in the capacity of data processor and depending on the Input provided by the Subscriber, process personal data on behalf of the Subscriber in accordance with the Data Processing Agreement entered into between the Parties.
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2. Alice will also process personal data for its own purposes, in the capacity of data controller, as described in Alice’s Privacy Notice.
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3. The Parties are of the joint opinion that any personal data that may be processed as a result of the access to or utilization of a generative/base AI model is processed by the provider of that generative/base AI model in its capacity as a controller (similar to an internet search engine operator being the controller of its processing).

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11. Miscellaneous

11.1 No partnership

This Agreement does not create a partnership, 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.

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11.2 Notices

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; or (iii) the day of sending by email. Notices of termination of the Agreement shall be addressed to hello@alice.law and Alice’s account manager. All other notices under the Agreement shall be provided to the Parties’ respective contact person as specified in the Order Form.

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11.3 Waiver

No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement.

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11.4 Severability

In the event any provision of this Agreement is wholly or partly invalid, the validity of this Agreement as a whole shall not be affected and the remaining provisions of this Agreement shall remain valid. To the extent that such invalidity materially affects a Party’s benefit from, or performance under, this Agreement, it shall be reasonably amended.

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11.5 Assignment

Neither Party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld) provided, however, either Party may assign the Agreement in its entirety, without the other party’s consent (i) to its Affiliate or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the im- mediately preceding sentence, if a Party is acquired by, sells all or substantially all assets to, or undergoes a change of control in favour of, a direct competitor of the other Party, then such other Party may, but is not required to, terminate the Agreement upon written notice.

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11.6 Subcontractors

Alice may, subject to Clause 8 and, in relation to the processing of personal data, the Data Processing Agreement entered into between the Parties, use subcontractors for the provision of the Services. Alice shall be liable for its subcontractor's actions and omissions as for its own, and remain the Subscriber's sole point of contact in relation to the Services. Upon request, Alice shall provide the Subscriber of a list of all subcontractors in possession of or which have access to the Subscriber’s Confidential Information.

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11.7 Marketing

The Subscriber grants Alice the right to use the Subscriber’s company logos, company name(s), trademarks, and user quotes as reference material for marketing and public relations material, thereby identifying the Subscriber as an Alice's customer. Upon the Subscriber’s written request, Alice shall immediately cease any such use as instructed by the Subscriber.

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11.8 Force majeure

1. Except for payment obligations under the Agreement, neither Party will be liable for failure to perform or inadequate performance under the Agreement to the extent caused by a condition that was beyond the Party’s reasonable control and which substantially affects the Party’s or its sub-contractors performance, including, for example, a natural disaster, epidemic or pandemic, act of war or terrorism, riot or civil unrest, labour conditions such as boycott, strike, lock-out, governmental action, disruption of telecommunications, failure or delay of internet services providers or widespread internet disturbance, disruption of power or other essential services.
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2. A Party claiming that circumstances described in Clause 11.8.1 prevent it from performing in accordance with the Agreement shall use commercially reasonable efforts to overcome and mitigate the effects of such circumstances.
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3. If the performance of the Services in substantial respects is prevented for a period exceeding one (1) month due to a circumstance stated in Clause 11.8.1, either Party shall have the right to terminate the Agreement in writing, without incurring any liability for compensation.

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11.9 Entire agreement

The Agreement set forth and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and all prior agreements, understanding, promises, and representations, whether written or oral, with respect thereto are superseded hereby. For the avoidance of doubt, any term or condition stated in a Subscriber purchase order or other Subscriber order documents (excluding the Order Form) is void.

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11.10 Changes to the Agreement

Alice may amend the Agreement from time to time. Any amendments to the Agreement will be posted at www.alice.law/legal and indicate the date they were last updated. Amendments will become effective thirty (30) days after posting, or such later date stated by Alice. If an amendment materially adversely affects the Subscriber’s rights or obligations then the Subscriber may terminate the Agreement without penalty upon notice to Alice no later than five (5) days prior to the effective date of the revised Agreement. The Subscriber shall be deemed to have accepted and agreed to be bound by any amendments to the Agreement if the Subscriber uses the Service after the effective date of those amendments.

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11.11 Governing law and disputes

1. The Agreement shall be governed by the substantive law of Belgium.
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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 courts of Ghent (Belgium).

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End user policy

This End User Policy is part of the Agreement with Alice and applies when you use Alice’s Services. As a Subscriber, you shall ensure that your End Users comply with the following policy. As End User, you understand and accept that Alice does not (i) warrant the Output’s legal accuracy, sufficiency, or compliance and (ii) does not bear any legal responsibility for legal advice or information that is derived from the Output.

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Responsibilities of you and your End Users

1. Access Credentials: Keep your access credentials (e.g., username and password) safe and private.
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2. Unauthorized Access: Notify Alice immediately via email at hello@alice.law if you suspect or discover unauthorized access to or use of Alice’s Services and/or any access credentials.
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3. Third-Party Content: Ensure that you have the necessary rights to use any third-party content included in your Input.
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4. Output Verification: Evaluate the accuracy of the Output and verify that its use does not violate third-party rights.
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5. Professional Use Only: You may use the Services solely for professional purposes in the context of your legal practice or business. Personal, non-commercial, or consumer use of the Services is strictly prohibited.

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Prohibited Activities

You and your End Users agree not to:

1. Infringement & misuse: use Alice’s Services in a way that infringes, misappropriates, or violates any person’s rights, including creating, sharing, or storing offensive or inappropriate material.
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2. Unauthorized access transfer: transfer your right to access or use Alice’s Services to any third party or share accounts.
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3. Reverse engineering: attempt to reverse engineer or derive the source code of Alice’s software or any portion thereof, except as permitted by applicable law.
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4. Modification & derivative works: modify, customize, port, translate, localize, or create derivative works of Alice’s software.
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5. Automated data extraction: use any automated or programmatic method to extract data or Output from Alice’s Services, including but not limited to scraping, web harvesting, or web data extraction.
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6. Competitive use: use your access to Alice’s Services to build a product or service that competes with Alice’s Services or its subcontractors,or engage in any activities that may be detrimental or disadvantageous to Alice.
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7. Interference & security threats: use Alice’s services in a manner that interferes with or attempts to interfere with the proper functioning of Alice’s services, including but not limited to introducing or permitting the introduction of any virus or malware into Alice’s network and information systems.

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Transparency Obligation

In accordance with Article 50 of Regulation (EU) 2024/1689 on Artificial Intelligence (the “AI Act”), Alice shall ensure that Users are informed in a clear and comprehensible manner that they are interacting with an AI system. The Subscriber acknowledges and agrees that:

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1. AI-Generated Output Disclosure‍

All content and Output generated through the Services is produced, in whole or in part, by an artificial intelligence system. Alice makes this transparent at the point of interaction and/or output delivery, in compliance with Article 50 of the AI Act.

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2. Responsibility for Human Oversight:

‍The Subscriber remains responsible for ensuring adequate human oversight of the Output and for informing its End Users, clients, or third parties, where relevant — that such Output is AI-generated.

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3. No Misleading Presentation

The Subscriber shall not present the Output in a manner that misleads recipients into believing it is exclusively human-generated or that it constitutes legally binding advice without human validation.

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By using Alice’s Services, you acknowledge and agree to abide by this User Policy. Violation of this policy or applicable laws may result in the suspension or termination of access to Alice’s Services.