General Terms & Conditions

Article 1: Definitions

In these general terms and conditions, the following definitions apply:

• Root & Logic: The user of these general terms and conditions, the contractor, developer, and supplier of software and services.
• Client: Every natural person or legal entity, acting in the exercise of a profession or business (B2B), who enters into or wishes to enter into an agreement with Root & Logic.
• Agreement: The commitment between Root & Logic and Client, including all appendices, amendments, and further agreements, including but not limited to license agreements, SaaS subscriptions, and Service Level Agreements (SLA).
• Software: The software, AI models, algorithms, applications, (source) code, API connections, and associated documentation developed by Root & Logic.
• Third-party Providers: External parties from whom Root & Logic obtains services, data, infrastructure, or models (e.g., hosting providers, OpenAI, Microsoft Azure, AWS).
• Defect: A substantial, reproducible deviation of the Software from the agreed technical specifications.

Article 2: Applicability

• These conditions apply to all offers, quotations, activities, and agreements between Root & Logic and Client.
• The applicability of any purchase or other conditions of Client is expressly rejected (pursuant to Article 6:225(3) of the Dutch Civil Code), unless explicitly agreed otherwise in writing.
• Deviations from these conditions are only valid if expressly confirmed in writing by the management of Root & Logic.
• If any provision of these conditions is null and void or is annulled, the remaining provisions remain in full force and effect. Root & Logic will replace the void provision with a provision that approximates the intent of the original provision as closely as possible.

Article 3: Offer and Conclusion

• All quotations and offers from Root & Logic are without obligation and can be revoked at any time, unless a fatal term for acceptance is stated in the quotation.
• Obvious clerical errors, pricing errors, or omissions in the offer do not bind Root & Logic.
• An Agreement is only concluded after written confirmation by Root & Logic or by the actual commencement of performance by Root & Logic.

Article 4: Execution of the Agreement

• All obligations of Root & Logic arising from the Agreement are to be qualified as best-efforts obligations and never as result obligations, unless expressly agreed otherwise in writing. Root & Logic does not guarantee that the Software will work without error or function without interruption.
• Stated delivery terms are never fatal terms. In the event of a term being exceeded, Client must declare Root & Logic in default in writing, offering a reasonable term for compliance of at least 30 days.
• Root & Logic is entitled to have the Agreement executed completely or partially by third parties without prior notice to Client.

Article 5: Modification and Evolution of Software (SaaS)

• Given the nature of "Software as a Service" (SaaS) and the rapid technological developments in the field of Artificial Intelligence, Root & Logic reserves the right to modify, expand, or limit the form, content, and functionality of the Software at its own discretion ("Updates").
• Root & Logic is not obliged to maintain functionalities present in earlier versions in later Updates. Changes in functionality do not entitle Client to dissolution of the Agreement nor to any form of compensation or restitution.

Article 6: Fair Use Policy and System Integrity

• The use of the Software and the associated server capacity, bandwidth, and API calls (tokens) is subject to a 'Fair Use Policy' (FUP). Root & Logic applies a usage standard based on the average use of comparable clients.
• If Client exceeds this usage standard structurally or incidentally excessively, at the sole discretion of Root & Logic, Root & Logic is entitled to, without prior notice:
  • Temporarily limit (throttling) or completely block access to the Software;
  • Charge Client retroactively for the additional costs for data traffic, server load, and token usage at the then-applicable commercial rates, increased by an administrative surcharge of 15%;
  • Dissolve the Agreement immediately due to breach of contract.
• Client is strictly prohibited from performing acts that may endanger the integrity, stability, or security of the infrastructure of Root & Logic or third parties (such as stress tests or scraping) without written permission.

Article 7: Dependence on Third Parties (Chain Liability)

• Client is aware that the Service Provision of Root & Logic is partly dependent on the availability and functionality of services, APIs, and models of Third-party Providers.
• Root & Logic is never liable for damage, delay, or reduced functionality which is the direct or indirect result of:
  • Malfunctions, interruptions ("downtime"), or termination of services by Third-party Providers;
  • Changes in the API specifications, algorithms, or policy rules (Content Policies) of Third-party Providers.
• If a Third-party Provider increases its rates (e.g., cost-per-token, server costs, or license costs), Root & Logic is entitled to pass on this cost increase immediately and fully to Client, even if the Agreement concerns a fixed price.

Article 8: License and Intellectual Property

• All intellectual property rights regarding the made available Software, databases, AI training models, analyses, designs, and preparatory material rest exclusively with Root & Logic or its licensors.
• Client solely obtains a non-exclusive, non-transferable, non-pledgeable, and non-sublicensable right of use for the duration of the Agreement and solely for the agreed purpose within its own organization.
• Client is expressly prohibited from:
  • Reverse-engineering, decompiling the Software, or otherwise attempting to discover the source code or underlying logic;
  • Removing or modifying indications regarding copyrights, trademarks, or other intellectual property rights.
• If the Software generates output by means of AI, Root & Logic retains the ownership right to the underlying models, parameters, and neural networks at all times.
• In case of violation of this article, Client forfeits an immediately due and payable penalty of € 25,000 per violation and € 1,000 per day that the violation continues, without prejudice to the right of Root & Logic to full compensation.

Article 9: Data, Privacy and Use for Training

• Client bears full risk for the selection and correctness of the data entered into the Software. Client indemnifies Root & Logic against claims from third parties related to this data, including claims under the General Data Protection Regulation (GDPR).
• If Root & Logic processes personal data, this counts as processing by a 'Processor'. Parties shall conclude a Data Processing Agreement for this purpose. In the absence thereof, these conditions apply.
• Client grants Root & Logic an irrevocable, worldwide, and royalty-free license right to use anonymized data, input patterns, and usage statistics (not being directly traceable personal data) for:
  • Analyzing and improving the services;
  • Training, retraining ("fine-tuning"), and optimizing the AI models and algorithms of Root & Logic.

Article 10: Fees and Payment

• All prices are exclusive of VAT and other government levies.
• Payment must be made within 14 days after invoice date. Objections to the amount of the invoice do not suspend the payment obligation.
• Client is not entitled to set-off (pursuant to Article 6:127 of the Dutch Civil Code) of amounts owed against any counterclaims.
• Root & Logic is entitled to index prices annually based on the consumer price index (CPI) and/or market developments.
• In the event of the payment term being exceeded, Client is in default by operation of law. Client then owes contractual interest of 2% per month, as well as all extrajudicial collection costs with a minimum of 15% of the principal sum. Root & Logic is also entitled to suspend access to the software immediately.

Article 11: Liability and Limitations

• Limitation to direct damage: The total, cumulative liability of Root & Logic due to an attributable shortcoming in the fulfillment of the Agreement, tort, or any other legal ground, is at all times limited to compensation of direct damage. Direct damage is exclusively understood to mean:
  • Reasonable costs Client has had to incur to have Root & Logic's performance comply with the Agreement (substitute compensation);
  • Reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these conditions;
  • Reasonable costs incurred to prevent or limit damage, insofar as Client demonstrates that these costs have led to limitation of direct damage.
• Financial cap: The liability referred to in paragraph 1 is in all cases limited to a maximum of the amount of the price stipulated for that specific partial delivery or assignment (excluding VAT). If the Agreement concerns a continuing performance contract with a term of more than six (6) months, liability is limited to the total of fees (excluding VAT) paid by Client to Root & Logic in the three (3) months prior to the event causing the damage, with an absolute maximum of € 10,000 (say: ten thousand euros) per event or series of connected events.
• Exclusion of indirect damage: Liability of Root & Logic for indirect damage is expressly and fully excluded. Indirect damage includes in these conditions in any case, but not exclusively: consequential damage, lost profits, missed savings, reduced goodwill, reputational damage, damage due to business stagnation, mutilation, destruction or loss of data, and damage resulting from claims by customers of Client.
• AI & Algorithmic exclusions: Given the probabilistic nature of Artificial Intelligence and Machine Learning, Root & Logic never guarantees the actual correctness, completeness, or ethical correctness of output generated by the Software. Root & Logic is therefore never liable for damage resulting from so-called "hallucinations", "bias" (prejudices in data), or factual inaccuracies in the output. The verification, validation, and application of the generated results takes place at all times at the full risk and under the exclusive responsibility of Client.
• Limitation period: Contrary to statutory limitation periods, any right of claim of Client against Root & Logic on whatever ground lapses after six (6) months after the moment Client became aware or reasonably could have been aware of the existence of the claim, and in any case after twelve (12) months after the event causing the damage.

Article 12: Indemnifications

• Client indemnifies Root & Logic fully against all claims from third parties – including regulators and government bodies – related to the use of the Software by Client, or with data provided or processed by Client.
• If Root & Logic is held liable by a third party, Client is obliged to assist Root & Logic both in and out of court and to immediately do everything that may be expected of him in that case. All costs and damage on the part of Root & Logic and third parties arising therefrom are fully for the account and risk of Client.

Article 13: Force Majeure

• Root & Logic is not obliged to fulfill any obligation towards Client if it is hindered from doing so as a result of a circumstance not due to fault, and which is not for its account under the law, a legal act, or generally accepted views (non-attributable shortcoming).
• In these general terms and conditions, force majeure includes, in addition to what is understood in law and jurisprudence:
  • Malfunctions, performance problems, or failure of the internet, telecommunication infrastructure, network attacks (including (D)DoS attacks), and power failures;
  • Malfunctions, downtime, or termination of services by Third-party Providers on whom Root & Logic depends (including but not limited to: cloud providers such as Azure/AWS, and AI suppliers such as OpenAI/Anthropic/Google);
  • Riots, terror, cyber warfare, strikes, government measures (including new legislation concerning AI making service provision impossible or limited), fire, and water damage.
• If the force majeure situation continues for longer than thirty (30) days, both parties have the right to dissolve the Agreement in writing. What has already been performed pursuant to the Agreement will in that case be settled proportionately, without parties owing each other anything else.

Article 14: Duration, Termination and Dissolution

• Duration: Unless agreed otherwise in writing, the Agreement is entered into for a period of one (1) year. After this period, the Agreement is tacitly renewed for periods of one (1) year, unless one of the parties terminates the Agreement in writing observing a notice period of three (3) months towards the end of the relevant period.
• Suspension and Dissolution: Root & Logic is authorized to suspend fulfillment of obligations or to dissolve the Agreement immediately and with direct effect, without any notice of default or judicial intervention being required, if:
  • Client does not, not fully, or not timely fulfill his obligations under the Agreement;
  • Circumstances coming to the knowledge of Root & Logic after concluding the Agreement give good ground to fear that Client will not fulfill the obligations;
  • There is (application for) bankruptcy, suspension of payment, debt rescheduling, or liquidation of Client's company.
• Consequences of termination: Upon termination of the Agreement, for whatever reason, all licenses and rights of use granted to Client end immediately. Client shall stop and keep stopped the use of the Software immediately.
• Exit regulation: If Client wishes assistance with the migration of data to another system ("Exit services") upon termination of the Agreement, Root & Logic will only perform these activities based on an hourly rate to be further agreed upon and on a "best effort" basis. Root & Logic is never obliged to convert data to file formats not supported by it.

Article 15: Non-Solicitation Clause

• Client is prohibited, during the term of the Agreement as well as one (1) year after termination thereof, from employing employees of Root & Logic or third parties engaged by Root & Logic who have been involved in the execution of the Agreement, or otherwise having them work for him, directly or indirectly, except with prior written permission from Root & Logic.
• In case of violation of this prohibition, Client forfeits to Root & Logic an immediately due and payable penalty of € 25,000 per violation, increased by € 2,500 for each day that the violation continues.

Article 16: Confidentiality

• Parties are obliged to strict confidentiality of all confidential information obtained from each other or from other sources in the context of the Agreement ("Confidential Information"). Information is considered confidential if communicated by the other party or if this results from the nature of the information.
• specifically regarding Root & Logic, Confidential Information is in any case understood to mean: the source code, the design of the databases, the used 'prompts' and 'system instructions' for AI models, the technical documentation, and the commercial fee structures.
• Client will not use Confidential Information for any other purpose than for which it was provided and will not share it with third parties, unless a statutory obligation exists.

Article 17: Amendment Clause

• Root & Logic is entitled to unilaterally amend or supplement these general terms and conditions. Amendments also apply to already concluded agreements, observing a period of thirty (30) days after written announcement of the amendment.
• If Client does not wish to accept an amendment that involves a substantial increase of his obligations, he has the right to terminate the Agreement as of the date on which the new conditions enter into force, unless Root & Logic indicates it wishes to continue the Agreement under the old conditions.

Article 18: Applicable Law and Dispute Resolution

• Dutch law is exclusively applicable to all legal relationships to which Root & Logic is a party, even if an obligation is wholly or partially implemented abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
• All disputes that may arise pending the Agreement or further agreements resulting therefrom will be settled in the first instance exclusively by the competent court of the Court in the district where Root & Logic has its registered office, without prejudice to the right of Root & Logic to submit the dispute to the court competent according to the law.