Status: February 2, 2025
1.1 Prime Legal AI shall provide the contractual services, in particular access to the software, within its sphere of control (from the interface of the data center to the Internet). The scope of services, the quality, the intended use, and the conditions of use of the contractual services are determined by the respective service description and, additionally, by the user manual of the software.
1.2 Beyond this, any additional services, such as the development of customer-specific solutions or necessary adaptations, shall require a separate agreement.
1.3 Prime Legal AI may provide updated versions of the software. Prime Legal AI shall inform the customer about updated versions and corresponding usage instructions by electronic means and make them available accordingly.
2.1 The contractual services may only be used by the Customer and solely for the purposes agreed upon in the contract. During the term of the contract, the Customer is permitted to access the contractual services via telecommunications (over the Internet) and to use the functionalities associated with the software in accordance with the contract by means of an API, a browser, or another suitable application (e.g., “App”). No further rights, in particular to the software or to any infrastructure services provided in the respective data center, are granted to the Customer. Any use beyond this requires the prior written consent of Prime Legal AI.
2.2 Access to Prime Legal AI is personalized to the individual email address of each user. Access may not be shared with other persons, including those within the same law firm or organization. Each user requires a separate license. The disclosure of access credentials to third parties is prohibited.
2.3 The Customer shall, in particular, not use the Software beyond the agreed scope of use, nor allow third parties to use it, nor make it accessible to third parties. In particular, the Customer is not permitted to reproduce the Software or parts thereof, to sell it, to grant it for a limited period of time, to rent or to lend it.
2.4 Prime Legal AI is entitled to take appropriate technical measures to protect against any non-contractual use. The contractual use of the services must not be impaired thereby to any more than an insignificant extent.
2.5 In the event of a breach of contract due to excessive use by a user beyond the agreed scope of use, or in the event of unauthorized transfer of use, the Customer shall, upon request by Prime Legal AI, immediately provide all information available to it for the assertion of claims arising from the breach of contract, in particular, to disclose the name and address of the user.
2.6 Prime Legal AI may revoke the Customer’s access authorization and/or terminate the contract if the Customer significantly exceeds the permitted scope of use or violates provisions intended to protect against unauthorized use. In connection therewith, Prime Legal AI may interrupt or block access to the contractual services.
As a general rule, Prime Legal AI must grant the Customer a reasonable grace period to remedy the situation in advance. The mere revocation of access authorization does not at the same time constitute termination of the contract. Prime Legal AI may maintain the revocation of access authorization without termination only for a reasonable period, not exceeding 3 months.
2.7 The entitlement of Prime Legal AI to remuneration for usage exceeding the agreed scope of use shall remain unaffected.
2.8 The customer is entitled to the reinstatement of access authorization and the possibility of access after having demonstrated that he has ceased the non-contractual use and has prevented any future non-contractual use.
2.9 The Customer is obliged, in the event of a permissible transfer of rights of use to deliveries and services, to impose the contractually agreed restrictions on the recipient.
3.1 As far as no other agreement has been made, the remuneration shall be calculated on a time and material basis at the generally applicable prices of the provider valid at the time the contract is concluded. Remunerations are, as a rule, net prices plus the statutory value added tax applicable by law.
3.2 The provider may invoice in advance on a monthly or annual basis. If services are remunerated based on actual expenditure, the provider shall document the type and duration of the activities and submit this documentation together with the invoice.
3.3 All invoices shall, unless otherwise agreed, be paid in full without deduction to the designated payment office no later than 14 calendar days after receipt.
3.4 The customer may only offset or withhold payments due to defects to the extent that he is actually entitled to payment claims arising from material or legal defects of the performance. With respect to other claims for defects, the customer may only withhold payments to a proportionate extent, taking the defect into appropriate consideration. Section 6.1 shall apply accordingly. The customer shall not have a right of retention if his claim for defects is time-barred. In all other respects, the customer may only offset or exercise a right of retention with claims that are undisputed or have been finally determined by a court of law.
3.5 The provider reserves title and the rights to be granted in respect of the services until full payment of the remuneration owed has been made; legitimate rights of retention for defects pursuant to Clause 3.4, sentence 2 shall be taken into account. Furthermore, the provider reserves title until all of its claims arising from the business relationship with the customer have been fulfilled.
3.6 The provider is entitled to prohibit the customer from further use of the services for the duration of the customer's default in payment. The provider may exercise this right only for a reasonable period, generally not exceeding 3 months. This does not constitute a withdrawal from the contract.
3.7 If the customer fails to settle a due claim in whole or in part by the contractually agreed payment date, the provider may revoke agreed payment terms for all claims. Furthermore, the provider is entitled to render further services only against advance payment or against security by means of a performance bond issued by a credit institution or credit insurer licensed in the European Union. The advance payment must cover the respective billing period or – in the case of one-off services – their remuneration.
3.8 In the event of the Customer’s financial inability to fulfill its obligations towards the Provider, the Provider may terminate existing reciprocal contracts with the Customer by rescission and continuing obligations by immediate termination, including in the case of an insolvency application filed by the Customer. Section 321 of the German Civil Code (BGB) and Section 112 of the German Insolvency Code (InsO) remain unaffected. The Customer shall inform the Provider in writing at an early stage of any impending inability to pay.
4.1 Each party, the Customer and the Provider, shall appoint a responsible contact person. Unless otherwise agreed, communication between the Customer and the Provider shall take place via these contact persons. The contact persons shall promptly make all decisions related to the performance of the contract. The decisions shall be documented in a binding manner.
4.2 The Customer is obliged to support the Provider to the extent necessary and to create all conditions within its operational sphere that are required for the proper execution of the order. To this end, the Customer shall, in particular, provide the necessary information and, where possible, enable remote access to the Customer’s system. Insofar as remote access is not possible for security reasons or other reasons, any deadlines affected thereby shall be reasonably extended; for further consequences, the contractual partners shall agree on an appropriate arrangement. Furthermore, the Customer shall ensure that qualified personnel are available to support the Provider. If it is agreed in the contract that services may be performed on the Customer’s premises, the Customer shall, at the Provider’s request, provide sufficient workplaces and work equipment free of charge.
4.3 Unless otherwise agreed, the Customer shall ensure proper data backup and contingency planning for data and components (such as hardware, software) that is appropriate to their nature and significance.
4.4 The customer shall report defects without undue delay in a comprehensible and detailed manner, specifying all information useful for the identification and analysis of the defect, in writing. In particular, the work steps that led to the occurrence of the defect, the manifestation, as well as the effects of the defect, shall be indicated. Unless otherwise agreed, the corresponding forms and procedures of the provider shall be used for this purpose.
4.5 The Customer shall, upon request, provide reasonable assistance to the Provider in the examination and assertion of claims against other parties involved in connection with the provision of services. This applies in particular to the Provider’s rights of recourse against upstream suppliers.
4.6 The customer is obliged to protect the access authorizations as well as identification and authentication information assigned to him or to the users from access by third parties and not to disclose them to unauthorized persons.
4.7 The Customer is obliged to indemnify Prime Legal AI against all claims asserted by third parties on the grounds of legal infringements arising from an unlawful use of the subject matter of performance by the Customer or with the Customer’s approval. If the Customer becomes aware, or ought to become aware, that such an infringement is imminent, the Customer is under the obligation to notify Prime Legal AI without undue delay.
4.8 The customer shall utilize the options provided by Prime Legal AI to secure their data within their own area of original responsibility.
5.1 The contracting parties are obliged to maintain confidentiality regarding trade secrets as well as other information designated as confidential (e.g., in records, documents, data collections) that become known in connection with the performance of the contract, and neither to use such information beyond the purpose of the contract nor to disclose it without the prior written consent of the other contracting party.
5.2 The respective receiving contracting party is obliged to implement appropriate confidentiality measures for trade secrets and for information designated as confidential. The contracting parties are not entitled to obtain trade secrets of the other contracting party by observing, examining, reverse engineering, or testing the subject matter of the contract. The same applies to other information or items received in the course of performing the contract.
5.3 The disclosure of trade secrets as well as other information designated as confidential to persons who are not involved in the conclusion, performance, or execution of the contract shall only be permitted with the prior written consent of the respective other contracting party.
5.4 Unless otherwise agreed, the obligation to maintain confidentiality with respect to information designated as confidential, other than trade secrets, shall expire five years after the respective information becomes known, but in the case of continuing obligations, not before their termination. Trade secrets must be kept confidential for an unlimited period of time. The contracting parties shall also impose these obligations on their employees and any third parties engaged.
5.5 The contracting parties are aware that electronic and unencrypted communication (e.g., via email) is associated with security risks. In this type of communication, they shall therefore not assert any claims arising from the absence of encryption, except where encryption has previously been agreed upon.
6.1 The provider warrants the contractual quality of the services owed. No claims for material defects shall exist in the case of only insignificant deviations of the provider’s services from the contractual quality.
6.2 Claims based on defects shall also not exist in cases of excessive or improper use, natural wear and tear, or failure of components of the system environment. The same applies to software errors that are not reproducible or otherwise demonstrable by the customer. This also applies to damages resulting from special external influences that are not assumed under the contract. Claims based on defects shall likewise not exist in the event of subsequent modification or repair by the customer or third parties, unless such modification or repair does not impede the analysis and elimination of a material defect.
6.3 For claims for damages and reimbursement of expenses, Section 10 shall apply additionally.
6.4 The limitation period for claims based on material defects shall be one year from the commencement of the statutory limitation period. The statutory periods for recourse pursuant to Section 478 of the German Civil Code (BGB) shall remain unaffected.
6.5 The same shall apply insofar as the law prescribes longer limitation periods pursuant to § 438 (1) No. 2 or § 634a (1) No. 2 of the German Civil Code (BGB), in the event of an intentional or grossly negligent breach of duty by the provider, in the case of fraudulent concealment of a defect, as well as in cases of injury to life, body or health, and for claims under the Product Liability Act.
6.6 The processing of a notice of defect by the customer by the provider shall only result in the suspension of the limitation period to the extent that the statutory requirements for such suspension are met. This does not constitute a recommencement of the limitation period. Subsequent performance (replacement delivery or rectification) may only affect the limitation period with respect to the defect that triggered the subsequent performance.
6.7 Recourse claims in contracts concerning digital products pursuant to Section 327u of the German Civil Code (BGB) remain unaffected by Clauses 6.1 and 6.2. If a purchaser asserts a potential claim against the customer that may give rise to a recourse claim, the customer shall promptly inform the provider of the asserted claim and provide all information necessary and useful for its assessment. The customer shall grant the provider the opportunity to satisfy the claim asserted by the purchaser of the customer, except where this would be unreasonable for the customer. The customer and the provider shall coordinate and cooperate with the aim of satisfying a justified claim of the purchaser of the customer as efficiently and cost-effectively as possible.
6.8 The provider may demand compensation for its expenses insofar as
a) it acts on the basis of a notification without a defect being present, unless the customer could not reasonably have detected that no defect existed, or
b) a reported malfunction is not reproducible or otherwise verifiable by the customer as a defect, or
c) additional expenses are incurred due to improper fulfillment of the customer’s obligations (see also Clauses 4.2, 4.3, 4.4, and 8.2).
7.1 For infringements of third-party rights caused by its performance, the Provider shall be liable only to the extent that the performance is used in accordance with the contract and, in particular, in the contractually agreed or otherwise intended operating environment without modification. The Provider shall be liable for infringements of third-party rights only within the European Union and the European Economic Area as well as at the place of contractual use of the performance. Section 6.1 sentence 1 shall apply accordingly.
7.2 If a third party asserts against the Customer that a service provided by the Provider infringes its rights, the Customer shall notify the Provider without undue delay. The Provider and, where applicable, its upstream suppliers shall be entitled, but not obliged, to defend against the asserted claims at their own expense, to the extent permitted by law. The Customer is not entitled to acknowledge third-party claims before having given the Provider a reasonable opportunity to defend against the third-party rights in another manner.
7.3 If the provider’s performance infringes upon the rights of third parties, the provider shall, at its own discretion and at its own expense,
a) procure for the customer the right to use the performance, or
b) render the performance free of legal defects, or
c) take back the performance, reimbursing the remuneration paid by the customer for it (less a reasonable compensation for use), if the provider cannot achieve any other remedy with reasonable effort. The interests of the customer shall be duly taken into account in this context.
7.4 Claims of the Customer arising from defects in title shall become time-barred in accordance with Section 6.4.
Section 10 shall apply additionally to claims of the Customer for damages and reimbursement of expenses, and Section 6.8 shall apply accordingly to any additional expenditure incurred by the Provider.
8.1 The availability of the services provided is determined by the service description, which can be accessed on the website www.primelegal.ai.
8.2 In the case of only an insignificant reduction in the suitability of the services for their contractual use, the customer shall have no claims for defects. The strict liability of Prime Legal AI for defects that already existed at the time of the conclusion of the contract is excluded.
8.3 Prime Legal AI shall receive incident reports from the Customer, assign them to the agreed incident categories (Section 8.4), and, based on this classification, carry out the agreed measures for the analysis and resolution of incidents. Prime Legal AI shall receive proper incident reports from the Customer during its regular business hours and assign each report an identification number. Upon the Customer’s request, Prime Legal AI shall confirm receipt of an incident report by notifying the Customer of the assigned identification number.
8.4 Unless otherwise agreed, Prime Legal AI shall, after an initial review, assign received incident reports to one of the following categories:
a) Critical Incident: The incident is based on a defect in the contractual services that renders the use of the contractual services, in particular the software, impossible or only possible with severe restrictions. The customer cannot reasonably circumvent this problem and is therefore unable to perform urgent tasks.
b) Other Incident: The incident is based on a defect in the contractual services that restricts the use of the contractual services, in particular the software, by the customer more than insignificantly, without constituting a critical incident.
c) Other Notification: Incident reports that do not fall into categories a) and b) shall be assigned to other notifications. Prime Legal AI shall respond to other notifications within 24 hours on business days.
8.5 In the event of reports concerning serious disruptions and other disturbances, Prime Legal AI shall immediately initiate appropriate measures, based on the circumstances communicated by the Customer, in order to first localize the cause of the disruption. Prime Legal AI shall promptly commence measures with due diligence to minimize the disruption, at least by means of a workaround solution reasonable for the Customer, and shall continue the activity of complete elimination of the disruption with all reasonable efforts without delay. If, after an initial analysis, the reported disruption does not prove to be an error in the contractual services, in particular the provided software, Prime Legal AI shall inform the Customer of this without undue delay. Otherwise, Prime Legal AI shall initiate appropriate measures for further analysis and rectification of the reported disruption or – in the case of third-party software – shall forward the disruption report together with its analysis results to the distributor or manufacturer of the third-party software, requesting remedial action. Prime Legal AI shall make available to the Customer without undue delay any measures for circumventing or rectifying an error in the contractual services, in particular the provided software, such as instructions for action or corrections to the provided software. The Customer shall promptly implement such measures for circumventing or rectifying disruptions and shall immediately report to Prime Legal AI any remaining disruptions that may occur during their use.
9.1 Prime Legal AI shall establish a point of contact for the Customer (Helpdesk). This point of contact shall process the Customer’s inquiries relating to the technical requirements and conditions for the use of the provided software, as well as regarding individual functional aspects.
9.2 The prerequisite for the acceptance and processing of inquiries is that the Customer designates to Prime Legal AI professionally and technically qualified personnel who are internally assigned by the Customer to handle inquiries from users of the provided software. The Customer is obliged to direct inquiries to the Helpdesk only through the personnel designated to Prime Legal AI. The Helpdesk accepts inquiries around the clock; processing is carried out during Prime Legal AI’s regular business hours. The Helpdesk will process proper inquiries in the ordinary course of business and respond to them as far as possible.The Helpdesk may refer to documentation and other training materials accessible to the Customer for the provided software in order to answer inquiries. Insofar as an answer by the Helpdesk is not possible or not possible in a timely manner, Prime Legal AI will – if and to the extent this has been expressly agreed – forward the inquiry for further processing, in particular inquiries regarding software not manufactured by Prime Legal AI. Further services of the Helpdesk, such as different response times and deadlines, on-call services, or on-site assignments by Prime Legal AI at the Customer’s premises, must be expressly agreed in advance.
10.1 The provider shall be liable to the customer at all times
a) for damages caused intentionally or by gross negligence by the provider, its legal representatives, or vicarious agents,
b) pursuant to the Product Liability Act, and
c) for damages resulting from injury to life, body, or health for which the provider, its legal representatives, or vicarious agents are responsible.
10.2 The provider shall not be liable for slight negligence, except where the provider has breached a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract or the breach of which endangers the achievement of the purpose of the contract and on the compliance with which the customer may regularly rely. This liability is limited, in the case of damage to property and financial losses, to the typical and foreseeable damage under the contract. This also applies to loss of profit and failure to realize savings. Liability for any other remote consequential damages is excluded.
10.3 From a declaration of guarantee, the provider shall only be liable for damages if such liability has been expressly assumed in the guarantee. In the event of slight negligence, this liability is subject to the limitations set forth in Clause 10.2.
10.4 In the event that data or components (such as hardware or software) need to be restored, the provider shall only be liable for the effort required to restore them, provided that the customer has duly performed data backups and taken precautions against system failures. In cases of slight negligence on the part of the provider, such liability shall only arise if the customer has, prior to the incident, carried out data backups and failure precautions appropriate to the nature of the data and components. This shall not apply insofar as such measures have been contractually agreed as a service to be provided by the provider.
10.5 For claims for reimbursement of expenses and other liability claims of the Customer against the Provider, Sections 10.1 to 10.4 shall apply accordingly. Section 11.3 shall remain unaffected.
10.6 The provider maintains a business liability insurance policy, limited to an annual coverage amount of a total of two (2) million EUR. The provider shall maintain insurance coverage for the duration of the contract term and, upon the customer's request, provide evidence of such insurance coverage.
10.7 For each case in which a contractual service is used without authorization within the customer's sphere of responsibility, the customer shall be liable to pay damages in the amount of the remuneration that would have been incurred for the contractual use during the minimum contract period applicable to this service. The customer reserves the right to prove that the unauthorized use is not attributable to the customer or that no damage or only significantly lower damage has occurred. Prime Legal AI remains entitled to assert a claim for further damages.
11.1 If a cause for which the provider is not responsible, including strike or lockout, affects the adherence to deadlines ("disruption"), the deadlines shall be postponed by the duration of the disruption, including, if necessary, a reasonable restart period. Each contracting party shall immediately inform the other contracting party of the cause of a disruption that has occurred within its area and the duration of the postponement.
11.2 If the expenditure increases due to a disruption, the provider may also demand compensation for the additional expenditure, unless the customer is not responsible for the disruption and its cause lies outside the customer's area of responsibility.
11.3 If the Customer is entitled to withdraw from the contract and/or claim damages in lieu of performance due to improper performance by the Provider, or asserts such rights, the Customer shall, upon the Provider’s request, declare in writing within a reasonably set period whether he is exercising these rights or wishes to continue to receive performance. In the event of withdrawal, the Customer shall reimburse the Provider for the value of any prior usage possibilities; the same applies to deterioration resulting from use in accordance with the contract.
12.1 As far as Prime Legal AI is able to access personal data of the Customer or from the Customer’s domain, it shall act exclusively as a data processor and shall process and use such data solely for the purpose of performing the contract. Prime Legal AI shall comply with the Customer’s instructions regarding the handling of such data. The Customer shall bear any adverse consequences of such instructions for the performance of the contract. The Customer shall agree with Prime Legal AI on the details regarding the handling of the Customer’s data by Prime Legal AI in accordance with the requirements of data protection law.
12.2 The customer remains the controller both in general with regard to the contractual relationship and within the meaning of data protection law. If the customer processes personal data (including collection and use) in connection with the contract, the customer warrants that they are authorized to do so in accordance with the applicable, in particular data protection, provisions and shall indemnify Prime Legal AI against any claims by third parties in the event of a violation.
12.3 For the relationship between Prime Legal AI and the Customer, the following applies: With respect to the data subject, the Customer bears responsibility for the processing (including collection and use) of personal data, except insofar as Prime Legal AI is liable for any claims of the data subject due to breaches of its obligations as a processor attributable to it, or due to its failure to comply with the instructions of the controller. The Customer shall review, process, and respond to any inquiries, requests, and claims of the data subject under its own responsibility. This also applies in the event that Prime Legal AI is approached by the data subject. Prime Legal AI shall support the Customer within the scope of its obligations.
12.4 Prime Legal AI ensures that the Customer’s data is stored exclusively within the territory of the Federal Republic of Germany, in a Member State of the European Union, or in another contracting state of the Agreement on the European Economic Area, unless otherwise agreed.
13.1 The provision of the contractually agreed services shall commence on the date specified in the contract, after the expiration of any agreed trial period, initially for a period of 12 months. During this minimum term, ordinary termination by either party is excluded.
13.2 The contract may be terminated with one month's notice, at the earliest upon expiry of the minimum term. If this does not occur, the contract shall be extended by one additional year in each case, unless it has been duly terminated with one month's notice to the end of the respective renewal period.
13.3 The right of each contracting party to terminate the contract for good cause without notice shall remain unaffected.
13.4 Any notice of termination must be made in text form in order to be effective. It may be declared via the user interface.
13.5 The customer shall independently secure his data records (for example, by downloading them) in good time prior to the termination of the contract. Upon request, Prime Legal AI will assist the customer in this regard; Clause 12.4 shall apply. After termination of the contract, the customer will, as a rule, no longer have access to these data records, in particular for reasons of data protection law.
14.1 Fixed performance dates shall be agreed upon exclusively in an expressly documented form. The agreement of a fixed performance date is subject to the condition that the provider receives the services from its respective upstream suppliers in a timely and contractually compliant manner.
15.1 The customer shall independently comply with the import and export regulations applicable to the deliveries or services, in particular those of the USA. In the case of cross-border deliveries or services, the customer shall bear any customs duties, fees, and other charges incurred. The customer shall independently handle statutory or official procedures in connection with cross-border deliveries or services, unless otherwise expressly agreed.
15.2 German law shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
15.3 The provider renders its services on the basis of its General Terms and Conditions (GTC) and, where applicable, additional contractual terms. The customer's general terms and conditions shall not apply, even if the provider has not expressly objected to them. The acceptance of the services by the customer shall be deemed to constitute recognition of the provider's GTC and a waiver of the customer's own GTC. Other terms and conditions shall only be binding if the provider has acknowledged them in writing; in such cases, the provider's GTC shall apply additionally.
15.4 Amendments and additions to this contract require text form.
15.5 Jurisdiction in relation to a merchant, a freelancer, a legal entity under private law, a legal entity under public law, or a special fund under public law shall be the registered office of the provider. The provider may also bring an action against the customer at the customer’s registered office.
Status: February 2, 2025
