Klauss Platform Terms
Version 1.0 Effective Date: 09.10.2026
Version 1.0 Effective Date: 09.10.2026
Version 1.0 Effective Date: 09.10.2026
These Klauss Platform Terms (the "Platform Terms") govern the Client's access to and use of the Klauss AI Assistant Service (the "Klauss Service" or "Service") provided by "Consvert" ("Consvert") under the Master Services Agreement between Consvert and the Client (the "MSA") and the applicable Order Form (the “Order Form”). These Platform Terms are incorporated into the MSA by reference. Capitalised terms not defined here have the meanings given in the MSA.
These Klauss Platform Terms (the "Platform Terms") govern the Client's access to and use of the Klauss AI Assistant Service (the "Klauss Service" or "Service") provided by "Consvert" ("Consvert") under the Master Services Agreement between Consvert and the Client (the "MSA") and the applicable Order Form (the “Order Form”). These Platform Terms are incorporated into the MSA by reference. Capitalised terms not defined here have the meanings given in the MSA.
These Klauss Platform Terms (the "Platform Terms") govern the Client's access to and use of the Klauss AI Assistant Service (the "Klauss Service" or "Service") provided by "Consvert" ("Consvert") under the Master Services Agreement between Consvert and the Client (the "MSA") and the applicable Order Form (the “Order Form”). These Platform Terms are incorporated into the MSA by reference. Capitalised terms not defined here have the meanings given in the MSA.
1. Definitions
For these Platform Terms:
"Authorised User" means a natural person within the Client's organisation designated by the Client and provided with credentials to access the Klauss Service, up to the maximum number set out in the Order Form (default: five (5) Authorised Users per Client).
"Client Document Corpus" means the set of documents ingested into the Client's Klauss Instance from which the Service retrieves information in response to queries, comprising (i) the Consvert-Curated Documents and (ii) any Client-Uploaded Documents approved by Consvert.
"Client Instance" means the dedicated Klauss instance provisioned for the Client, including the Client Document Corpus and access controls.
"Consvert-Curated Documents" means the compliance and operational documents prepared by or for the Client under the relevant Statement of Work or otherwise provided to the Client by Consvert and ingested into the Client Instance by Consvert.
"DPA" means the Data Processing Agreement, incorporated into the MSA by reference.
"Fair Usage Policy" or "FUP" means Consvert's Fair Usage Policy, as updated from time to time and incorporated by reference.
"Output" means any response, summary, or other content generated by the Klauss Service in reply to a query.
"Sub-Processors" means third-party processors engaged by Consvert in the provision of the Service, as listed in or by reference under the DPA.
"Upstream Provider" means a third-party platform on whose technology the Service depends, identified in Section 9.
For these Platform Terms:
"Authorised User" means a natural person within the Client's organisation designated by the Client and provided with credentials to access the Klauss Service, up to the maximum number set out in the Order Form (default: five (5) Authorised Users per Client).
"Client Document Corpus" means the set of documents ingested into the Client's Klauss Instance from which the Service retrieves information in response to queries, comprising (i) the Consvert-Curated Documents and (ii) any Client-Uploaded Documents approved by Consvert.
"Client Instance" means the dedicated Klauss instance provisioned for the Client, including the Client Document Corpus and access controls.
"Consvert-Curated Documents" means the compliance and operational documents prepared by or for the Client under the relevant Statement of Work or otherwise provided to the Client by Consvert and ingested into the Client Instance by Consvert.
"DPA" means the Data Processing Agreement, incorporated into the MSA by reference.
"Fair Usage Policy" or "FUP" means Consvert's Fair Usage Policy, as updated from time to time and incorporated by reference.
"Output" means any response, summary, or other content generated by the Klauss Service in reply to a query.
"Sub-Processors" means third-party processors engaged by Consvert in the provision of the Service, as listed in or by reference under the DPA.
"Upstream Provider" means a third-party platform on whose technology the Service depends, identified in Section 9.
For these Platform Terms:
"Authorised User" means a natural person within the Client's organisation designated by the Client and provided with credentials to access the Klauss Service, up to the maximum number set out in the Order Form (default: five (5) Authorised Users per Client).
"Client Document Corpus" means the set of documents ingested into the Client's Klauss Instance from which the Service retrieves information in response to queries, comprising (i) the Consvert-Curated Documents and (ii) any Client-Uploaded Documents approved by Consvert.
"Client Instance" means the dedicated Klauss instance provisioned for the Client, including the Client Document Corpus and access controls.
"Consvert-Curated Documents" means the compliance and operational documents prepared by or for the Client under the relevant Statement of Work or otherwise provided to the Client by Consvert and ingested into the Client Instance by Consvert.
"DPA" means the Data Processing Agreement, incorporated into the MSA by reference.
"Fair Usage Policy" or "FUP" means Consvert's Fair Usage Policy, as updated from time to time and incorporated by reference.
"Output" means any response, summary, or other content generated by the Klauss Service in reply to a query.
"Sub-Processors" means third-party processors engaged by Consvert in the provision of the Service, as listed in or by reference under the DPA.
"Upstream Provider" means a third-party platform on whose technology the Service depends, identified in Section 9.
2. Acceptance and Scope
These Platform Terms apply to each Order Form referencing them and to any subscription which the client has entered into via the self-served billing portal in the platform. The Client accepts these Platform Terms by executing an Order Form or by entering into a subscription via the self-served billing portal in the platform.
These Platform Terms apply to each Order Form referencing them and to any subscription which the client has entered into via the self-served billing portal in the platform. The Client accepts these Platform Terms by executing an Order Form or by entering into a subscription via the self-served billing portal in the platform.
These Platform Terms apply to each Order Form referencing them and to any subscription which the client has entered into via the self-served billing portal in the platform. The Client accepts these Platform Terms by executing an Order Form or by entering into a subscription via the self-served billing portal in the platform.
3. Service Description
3.1 Description. The Klauss Service is a retrieval-based AI assistant. The Service answers natural-language queries posed by Authorised Users by retrieving and surfacing information from the Client Document Corpus on which the Ai Assistant has been trained on.
3.2 Scope Limit. The Service:
(a) retrieves information from the Client Document Corpus on which it has been trained;
(b) does not exercise legal, regulatory, tax, accounting, or professional judgment;
(c provides interpretation but does not apply law, regulation, or policy to the specific facts or circumstances of any individual, transaction, or situation;
(d) does not produce legal, regulatory, tax, accounting, or other professional advice; and
(e) does not, and is not intended to, substitute for the advice of a qualified professional but rather is intended to facilitate the digestion of documentation by natural persons.
3.3 No Attorney-Client Relationship. Use of the Klauss Service does not create, and shall not be construed as creating, an attorney-client relationship between the Client (or any Authorised User) and Consvert or any other person.
3.1 Description. The Klauss Service is a retrieval-based AI assistant. The Service answers natural-language queries posed by Authorised Users by retrieving and surfacing information from the Client Document Corpus on which the Ai Assistant has been trained on.
3.2 Scope Limit. The Service:
(a) retrieves information from the Client Document Corpus on which it has been trained;
(b) does not exercise legal, regulatory, tax, accounting, or professional judgment;
(c provides interpretation but does not apply law, regulation, or policy to the specific facts or circumstances of any individual, transaction, or situation;
(d) does not produce legal, regulatory, tax, accounting, or other professional advice; and
(e) does not, and is not intended to, substitute for the advice of a qualified professional but rather is intended to facilitate the digestion of documentation by natural persons.
3.3 No Attorney-Client Relationship. Use of the Klauss Service does not create, and shall not be construed as creating, an attorney-client relationship between the Client (or any Authorised User) and Consvert or any other person.
3.1 Description. The Klauss Service is a retrieval-based AI assistant. The Service answers natural-language queries posed by Authorised Users by retrieving and surfacing information from the Client Document Corpus on which the Ai Assistant has been trained on.
3.2 Scope Limit. The Service:
(a) retrieves information from the Client Document Corpus on which it has been trained;
(b) does not exercise legal, regulatory, tax, accounting, or professional judgment;
(c provides interpretation but does not apply law, regulation, or policy to the specific facts or circumstances of any individual, transaction, or situation;
(d) does not produce legal, regulatory, tax, accounting, or other professional advice; and
(e) does not, and is not intended to, substitute for the advice of a qualified professional but rather is intended to facilitate the digestion of documentation by natural persons.
3.3 No Attorney-Client Relationship. Use of the Klauss Service does not create, and shall not be construed as creating, an attorney-client relationship between the Client (or any Authorised User) and Consvert or any other person.
4. Authorised Users; Account Security
4.1 Designation. The Client may designate up to five (5) Authorised Users. The Client may invite, replace, or remove Authorised Users from time to time, in each case in accordance with the Service's user-management functionality.
4.2 Per-Organisation Access. The Klauss Service is provided on a per-organisation basis. The Client is responsible for the acts and omissions of each Authorised User as if they were the Client's own.
4.3 Credentials. The Client and each Authorised User shall keep credentials confidential, shall not share credentials with persons other than Authorised Users, and shall promptly notify Consvert of any suspected unauthorised use.
4.4 No Use Beyond the Client's Organisation. The Client shall not use, and shall not permit any Authorised User to use, the Service for the benefit of any third party (including for the provision of services to the Client's customers), except as expressly permitted in writing by Consvert.
4.1 Designation. The Client may designate up to five (5) Authorised Users. The Client may invite, replace, or remove Authorised Users from time to time, in each case in accordance with the Service's user-management functionality.
4.2 Per-Organisation Access. The Klauss Service is provided on a per-organisation basis. The Client is responsible for the acts and omissions of each Authorised User as if they were the Client's own.
4.3 Credentials. The Client and each Authorised User shall keep credentials confidential, shall not share credentials with persons other than Authorised Users, and shall promptly notify Consvert of any suspected unauthorised use.
4.4 No Use Beyond the Client's Organisation. The Client shall not use, and shall not permit any Authorised User to use, the Service for the benefit of any third party (including for the provision of services to the Client's customers), except as expressly permitted in writing by Consvert.
4.1 Designation. The Client may designate up to five (5) Authorised Users. The Client may invite, replace, or remove Authorised Users from time to time, in each case in accordance with the Service's user-management functionality.
4.2 Per-Organisation Access. The Klauss Service is provided on a per-organisation basis. The Client is responsible for the acts and omissions of each Authorised User as if they were the Client's own.
4.3 Credentials. The Client and each Authorised User shall keep credentials confidential, shall not share credentials with persons other than Authorised Users, and shall promptly notify Consvert of any suspected unauthorised use.
4.4 No Use Beyond the Client's Organisation. The Client shall not use, and shall not permit any Authorised User to use, the Service for the benefit of any third party (including for the provision of services to the Client's customers), except as expressly permitted in writing by Consvert.
5. Client Document Corpus
5.1 Consvert-Curated Documents. Consvert shall ingest into the Client Instance the Consvert-Curated Documents identified in the relevant Statement of Work. These typically include the deliverables prepared under the Client's engagement.
5.2 Removal and Update. The Client may request the removal or update of a document in the Client Document Corpus. Consvert shall implement such requests within a reasonable time. Removal of a document does not affect the validity of Outputs previously generated.
5.3 No Training of LLM Models. No part of the Client Document Corpus, nor any Authorised User query or Output, will be used to train any foundation models.
5.1 Consvert-Curated Documents. Consvert shall ingest into the Client Instance the Consvert-Curated Documents identified in the relevant Statement of Work. These typically include the deliverables prepared under the Client's engagement.
5.2 Removal and Update. The Client may request the removal or update of a document in the Client Document Corpus. Consvert shall implement such requests within a reasonable time. Removal of a document does not affect the validity of Outputs previously generated.
5.3 No Training of LLM Models. No part of the Client Document Corpus, nor any Authorised User query or Output, will be used to train any foundation models.
5.1 Consvert-Curated Documents. Consvert shall ingest into the Client Instance the Consvert-Curated Documents identified in the relevant Statement of Work. These typically include the deliverables prepared under the Client's engagement.
5.2 Removal and Update. The Client may request the removal or update of a document in the Client Document Corpus. Consvert shall implement such requests within a reasonable time. Removal of a document does not affect the validity of Outputs previously generated.
5.3 No Training of LLM Models. No part of the Client Document Corpus, nor any Authorised User query or Output, will be used to train any foundation models.
6. Critical Disclaimers (UPL, AI Output, Professional Use)
The provisions of this Section 6 are material terms. The Client expressly acknowledges and agrees to each of the following.
6.1 No Legal Advice. The Klauss Service does not provide legal advice. Outputs are not legal advice. Outputs do not constitute the practice of law in any jurisdiction. The parties acknowledge that the practice of law is regulated in many jurisdictions, including (without limitation) the State of New York (New York Judiciary Law §§ 478, 484, 485), the State of California (California Business and Professions Code §§ 6125-6126), the State of Texas (Texas Government Code § 81.101 et seq.), the State of Florida (Florida Statutes § 454.23), and the legal-profession laws of the European Union member states and the United Kingdom; the Klauss Service is a document-retrieval tool and is not intended to, and does not, constitute the practice of law within the meaning of these or any other applicable laws.
6.2 No Marketing, Commercial or Other Professional Advice. The Klauss Service does not provide marketing, commercial, tax, accounting, investment, medical, or other professional advice, and Outputs are not such advice.
6.3 AI-Generated Outputs. Although Consvert uses the industry standards, along with the necessary skills and care, the outputs are generated by an artificial intelligence system. Outputs may be incomplete, inaccurate, out-of-date, or otherwise unsuitable for any particular purpose. Outputs may be used as a starting point or reference and are based solely on the contents of the Client Document Corpus at the time of the query and on the configuration of the underlying language model; they reflect neither external sources nor independent legal or factual research.
6.4 Disclosure to Users (AI Act Article 50). In compliance with Article 50(1) of Regulation (EU) 2024/1689 (the EU AI Act), Consvert ensures that Authorised Users are clearly informed that the Klauss Service is an AI system.
6.5 Liability for Outputs. Without limiting the limitations and exclusions of liability in the MSA: CONSVERT IS NOT LIABLE FOR ANY DECISION, ACTION, OR OMISSION OF THE CLIENT OR ANY AUTHORISED USER THAT IS TAKEN IN RELIANCE ON AN OUTPUT. THE CLIENT ASSUMES THE RISK OF ANY RELIANCE ON OUTPUTS.
6.6 Indemnity for Misuse. The Client shall indemnify Consvert against any third-party claim arising from the Client's or any Authorised User's use of an Output (i) in a manner that holds Consvert or the Service out as providing legal or other professional advice, or (ii) in any manner that violates these Platform Terms or applicable law.
The provisions of this Section 6 are material terms. The Client expressly acknowledges and agrees to each of the following.
6.1 No Legal Advice. The Klauss Service does not provide legal advice. Outputs are not legal advice. Outputs do not constitute the practice of law in any jurisdiction. The parties acknowledge that the practice of law is regulated in many jurisdictions, including (without limitation) the State of New York (New York Judiciary Law §§ 478, 484, 485), the State of California (California Business and Professions Code §§ 6125-6126), the State of Texas (Texas Government Code § 81.101 et seq.), the State of Florida (Florida Statutes § 454.23), and the legal-profession laws of the European Union member states and the United Kingdom; the Klauss Service is a document-retrieval tool and is not intended to, and does not, constitute the practice of law within the meaning of these or any other applicable laws.
6.2 No Marketing, Commercial or Other Professional Advice. The Klauss Service does not provide marketing, commercial, tax, accounting, investment, medical, or other professional advice, and Outputs are not such advice.
6.3 AI-Generated Outputs. Although Consvert uses the industry standards, along with the necessary skills and care, the outputs are generated by an artificial intelligence system. Outputs may be incomplete, inaccurate, out-of-date, or otherwise unsuitable for any particular purpose. Outputs may be used as a starting point or reference and are based solely on the contents of the Client Document Corpus at the time of the query and on the configuration of the underlying language model; they reflect neither external sources nor independent legal or factual research.
6.4 Disclosure to Users (AI Act Article 50). In compliance with Article 50(1) of Regulation (EU) 2024/1689 (the EU AI Act), Consvert ensures that Authorised Users are clearly informed that the Klauss Service is an AI system.
6.5 Liability for Outputs. Without limiting the limitations and exclusions of liability in the MSA: CONSVERT IS NOT LIABLE FOR ANY DECISION, ACTION, OR OMISSION OF THE CLIENT OR ANY AUTHORISED USER THAT IS TAKEN IN RELIANCE ON AN OUTPUT. THE CLIENT ASSUMES THE RISK OF ANY RELIANCE ON OUTPUTS.
6.6 Indemnity for Misuse. The Client shall indemnify Consvert against any third-party claim arising from the Client's or any Authorised User's use of an Output (i) in a manner that holds Consvert or the Service out as providing legal or other professional advice, or (ii) in any manner that violates these Platform Terms or applicable law.
The provisions of this Section 6 are material terms. The Client expressly acknowledges and agrees to each of the following.
6.1 No Legal Advice. The Klauss Service does not provide legal advice. Outputs are not legal advice. Outputs do not constitute the practice of law in any jurisdiction. The parties acknowledge that the practice of law is regulated in many jurisdictions, including (without limitation) the State of New York (New York Judiciary Law §§ 478, 484, 485), the State of California (California Business and Professions Code §§ 6125-6126), the State of Texas (Texas Government Code § 81.101 et seq.), the State of Florida (Florida Statutes § 454.23), and the legal-profession laws of the European Union member states and the United Kingdom; the Klauss Service is a document-retrieval tool and is not intended to, and does not, constitute the practice of law within the meaning of these or any other applicable laws.
6.2 No Marketing, Commercial or Other Professional Advice. The Klauss Service does not provide marketing, commercial, tax, accounting, investment, medical, or other professional advice, and Outputs are not such advice.
6.3 AI-Generated Outputs. Although Consvert uses the industry standards, along with the necessary skills and care, the outputs are generated by an artificial intelligence system. Outputs may be incomplete, inaccurate, out-of-date, or otherwise unsuitable for any particular purpose. Outputs may be used as a starting point or reference and are based solely on the contents of the Client Document Corpus at the time of the query and on the configuration of the underlying language model; they reflect neither external sources nor independent legal or factual research.
6.4 Disclosure to Users (AI Act Article 50). In compliance with Article 50(1) of Regulation (EU) 2024/1689 (the EU AI Act), Consvert ensures that Authorised Users are clearly informed that the Klauss Service is an AI system.
6.5 Liability for Outputs. Without limiting the limitations and exclusions of liability in the MSA: CONSVERT IS NOT LIABLE FOR ANY DECISION, ACTION, OR OMISSION OF THE CLIENT OR ANY AUTHORISED USER THAT IS TAKEN IN RELIANCE ON AN OUTPUT. THE CLIENT ASSUMES THE RISK OF ANY RELIANCE ON OUTPUTS.
6.6 Indemnity for Misuse. The Client shall indemnify Consvert against any third-party claim arising from the Client's or any Authorised User's use of an Output (i) in a manner that holds Consvert or the Service out as providing legal or other professional advice, or (ii) in any manner that violates these Platform Terms or applicable law.
7. Acceptable Use
7.1 Compliance with Law. The Client and Authorised Users shall comply with all applicable laws and regulations in connection with use of the Service, including data protection law (GDPR, UK GDPR, the California Consumer Privacy Act, applicable national laws).
7.2 Specific Prohibitions. Without limiting Sections 7.1, the Client and Authorised Users shall not:
(a) submit to the Service queries containing sensitive personal data (including health information, financial-account information, government-issued identifiers, biometric data);
(b) submit content that infringes any third party's intellectual property rights;
(c) use the Service to create unauthorised derivative works of, or to circumvent the terms of, any third-party content;
(d) attempt to reverse-engineer, decompile, or otherwise probe the Service or the underlying model;
(e) scrape, harvest, or systematically extract Outputs at scale; or
(f) use the Service in any manner contrary to the Fair Usage Policy.
7.4 Indemnity. The Client shall indemnify Consvert against any losses, claims, damages, fines, and reasonable costs arising from breach of this Section 7, including any liability passed through to Consvert by an Upstream Provider arising from such breach.
7.1 Compliance with Law. The Client and Authorised Users shall comply with all applicable laws and regulations in connection with use of the Service, including data protection law (GDPR, UK GDPR, the California Consumer Privacy Act, applicable national laws).
7.2 Specific Prohibitions. Without limiting Sections 7.1, the Client and Authorised Users shall not:
(a) submit to the Service queries containing sensitive personal data (including health information, financial-account information, government-issued identifiers, biometric data);
(b) submit content that infringes any third party's intellectual property rights;
(c) use the Service to create unauthorised derivative works of, or to circumvent the terms of, any third-party content;
(d) attempt to reverse-engineer, decompile, or otherwise probe the Service or the underlying model;
(e) scrape, harvest, or systematically extract Outputs at scale; or
(f) use the Service in any manner contrary to the Fair Usage Policy.
7.4 Indemnity. The Client shall indemnify Consvert against any losses, claims, damages, fines, and reasonable costs arising from breach of this Section 7, including any liability passed through to Consvert by an Upstream Provider arising from such breach.
7.1 Compliance with Law. The Client and Authorised Users shall comply with all applicable laws and regulations in connection with use of the Service, including data protection law (GDPR, UK GDPR, the California Consumer Privacy Act, applicable national laws).
7.2 Specific Prohibitions. Without limiting Sections 7.1, the Client and Authorised Users shall not:
(a) submit to the Service queries containing sensitive personal data (including health information, financial-account information, government-issued identifiers, biometric data);
(b) submit content that infringes any third party's intellectual property rights;
(c) use the Service to create unauthorised derivative works of, or to circumvent the terms of, any third-party content;
(d) attempt to reverse-engineer, decompile, or otherwise probe the Service or the underlying model;
(e) scrape, harvest, or systematically extract Outputs at scale; or
(f) use the Service in any manner contrary to the Fair Usage Policy.
7.4 Indemnity. The Client shall indemnify Consvert against any losses, claims, damages, fines, and reasonable costs arising from breach of this Section 7, including any liability passed through to Consvert by an Upstream Provider arising from such breach.
8. Customer Data
8.1 Ownership. The Client retains all right, title, and interest in and to the Client Document Corpus and to all queries and Outputs that are specific to the Client's Authorised Users.
8.2 Limited Licence to Consvert and Sub-Processors. The Client grants Consvert and its Sub-Processors a non-exclusive, worldwide, royalty-free licence to host, transmit, copy, display, store, process, and otherwise use the Client Document Corpus, queries, and Outputs solely as necessary to provide the Service, support the Client, prevent fraud or abuse, and comply with applicable law.
8.3 Data Processing. Processing of personal data is governed by the DPA.
8.4 Output Ownership. Subject to compliance with these Platform Terms (including Section 7 the Client owns the Outputs.
8.1 Ownership. The Client retains all right, title, and interest in and to the Client Document Corpus and to all queries and Outputs that are specific to the Client's Authorised Users.
8.2 Limited Licence to Consvert and Sub-Processors. The Client grants Consvert and its Sub-Processors a non-exclusive, worldwide, royalty-free licence to host, transmit, copy, display, store, process, and otherwise use the Client Document Corpus, queries, and Outputs solely as necessary to provide the Service, support the Client, prevent fraud or abuse, and comply with applicable law.
8.3 Data Processing. Processing of personal data is governed by the DPA.
8.4 Output Ownership. Subject to compliance with these Platform Terms (including Section 7 the Client owns the Outputs.
8.1 Ownership. The Client retains all right, title, and interest in and to the Client Document Corpus and to all queries and Outputs that are specific to the Client's Authorised Users.
8.2 Limited Licence to Consvert and Sub-Processors. The Client grants Consvert and its Sub-Processors a non-exclusive, worldwide, royalty-free licence to host, transmit, copy, display, store, process, and otherwise use the Client Document Corpus, queries, and Outputs solely as necessary to provide the Service, support the Client, prevent fraud or abuse, and comply with applicable law.
8.3 Data Processing. Processing of personal data is governed by the DPA.
8.4 Output Ownership. Subject to compliance with these Platform Terms (including Section 7 the Client owns the Outputs.
9. Sub-Processors and Upstream Providers
9.1 Acknowledgments. The Client acknowledges that:
(a) the Service depends on the continued availability and policies of Upstream Providers, and Consvert does not control, and is not responsible for, Upstream Providers’s acts or omissions, except as expressly assumed under the MSA;
(b) Upstream Providers may change features, deprecate models, modify its terms, or impose new limits or controls on notice that may be shorter than the notice Consvert is otherwise required to give the Client;
(c Consvert may suspend or terminate the Client's access to the Service where required by Upstream Providers, without liability to the Client (subject to a pro-rata refund of pre-paid Fees attributable to periods after the effective date of suspension or termination, where the suspension or termination was not caused by the Client's breach);
9.2 Sub-Processor Changes. Sub-processor additions, replacements, and notice are governed by the DPA.
9.1 Acknowledgments. The Client acknowledges that:
(a) the Service depends on the continued availability and policies of Upstream Providers, and Consvert does not control, and is not responsible for, Upstream Providers’s acts or omissions, except as expressly assumed under the MSA;
(b) Upstream Providers may change features, deprecate models, modify its terms, or impose new limits or controls on notice that may be shorter than the notice Consvert is otherwise required to give the Client;
(c Consvert may suspend or terminate the Client's access to the Service where required by Upstream Providers, without liability to the Client (subject to a pro-rata refund of pre-paid Fees attributable to periods after the effective date of suspension or termination, where the suspension or termination was not caused by the Client's breach);
9.2 Sub-Processor Changes. Sub-processor additions, replacements, and notice are governed by the DPA.
9.1 Acknowledgments. The Client acknowledges that:
(a) the Service depends on the continued availability and policies of Upstream Providers, and Consvert does not control, and is not responsible for, Upstream Providers’s acts or omissions, except as expressly assumed under the MSA;
(b) Upstream Providers may change features, deprecate models, modify its terms, or impose new limits or controls on notice that may be shorter than the notice Consvert is otherwise required to give the Client;
(c Consvert may suspend or terminate the Client's access to the Service where required by Upstream Providers, without liability to the Client (subject to a pro-rata refund of pre-paid Fees attributable to periods after the effective date of suspension or termination, where the suspension or termination was not caused by the Client's breach);
9.2 Sub-Processor Changes. Sub-processor additions, replacements, and notice are governed by the DPA.
10. Fees, Term, Renewal, Termination
10.1 Fees and Query Caps. Fees, billing frequency, applicable subscription term, monthly query cap, and any rate-limit (e.g., maximum queries per hour) are set out in the self-serving subscription managing portal (as defined in clause 11 below). The tiers are Basic (i) or Pro (ii); billed monthly.
10.2 Initial Billing Cycle. The Initial Term is set out in the Order Form. Unless the Order Form provides otherwise, the default Initial Billing Cycle is one (1) month, starts on the Klauss Subscription Effective Start Date (as defined in clause 2 of the Order Form).
10.3 Future billing Cycle (Auto-renewal). Each Order Form auto-renews for successive periods of equal in duration to the Initial Billing Cycle, unless Client decides to cancel the subscription via the Self-serving mechanism (as defined in clause 11 below).
10.4 Termination before Activation. Termination by the Client before activation of the Initial Billing Cycle as set out and governed by clause 6.1 of the Order Form.
10.5 Termination after Activation. Termination by the Client after activation, therefore within the Future billing Cycles, done autonomously via the self-serving portal (accessible by going into the “Settings” section and to “Manage your Billing) within the platform, as set out and governed by clause 6.2 of the Order Form.
10.6 Termination for Cause. Termination for cause is governed by the MSA's termination provisions and by Section 11 below.
10.7 Effect of Termination. On the effective termination date: (a) Authorised User access to the Service ceases; (b) all Fees accrued through the termination date become immediately due.
10.1 Fees and Query Caps. Fees, billing frequency, applicable subscription term, monthly query cap, and any rate-limit (e.g., maximum queries per hour) are set out in the self-serving subscription managing portal (as defined in clause 11 below). The tiers are Basic (i) or Pro (ii); billed monthly.
10.2 Initial Billing Cycle. The Initial Term is set out in the Order Form. Unless the Order Form provides otherwise, the default Initial Billing Cycle is one (1) month, starts on the Klauss Subscription Effective Start Date (as defined in clause 2 of the Order Form).
10.3 Future billing Cycle (Auto-renewal). Each Order Form auto-renews for successive periods of equal in duration to the Initial Billing Cycle, unless Client decides to cancel the subscription via the Self-serving mechanism (as defined in clause 11 below).
10.4 Termination before Activation. Termination by the Client before activation of the Initial Billing Cycle as set out and governed by clause 6.1 of the Order Form.
10.5 Termination after Activation. Termination by the Client after activation, therefore within the Future billing Cycles, done autonomously via the self-serving portal (accessible by going into the “Settings” section and to “Manage your Billing) within the platform, as set out and governed by clause 6.2 of the Order Form.
10.6 Termination for Cause. Termination for cause is governed by the MSA's termination provisions and by Section 11 below.
10.7 Effect of Termination. On the effective termination date: (a) Authorised User access to the Service ceases; (b) all Fees accrued through the termination date become immediately due.
10.1 Fees and Query Caps. Fees, billing frequency, applicable subscription term, monthly query cap, and any rate-limit (e.g., maximum queries per hour) are set out in the self-serving subscription managing portal (as defined in clause 11 below). The tiers are Basic (i) or Pro (ii); billed monthly.
10.2 Initial Billing Cycle. The Initial Term is set out in the Order Form. Unless the Order Form provides otherwise, the default Initial Billing Cycle is one (1) month, starts on the Klauss Subscription Effective Start Date (as defined in clause 2 of the Order Form).
10.3 Future billing Cycle (Auto-renewal). Each Order Form auto-renews for successive periods of equal in duration to the Initial Billing Cycle, unless Client decides to cancel the subscription via the Self-serving mechanism (as defined in clause 11 below).
10.4 Termination before Activation. Termination by the Client before activation of the Initial Billing Cycle as set out and governed by clause 6.1 of the Order Form.
10.5 Termination after Activation. Termination by the Client after activation, therefore within the Future billing Cycles, done autonomously via the self-serving portal (accessible by going into the “Settings” section and to “Manage your Billing) within the platform, as set out and governed by clause 6.2 of the Order Form.
10.6 Termination for Cause. Termination for cause is governed by the MSA's termination provisions and by Section 11 below.
10.7 Effect of Termination. On the effective termination date: (a) Authorised User access to the Service ceases; (b) all Fees accrued through the termination date become immediately due.
11. Self-serving Subscription
After the payment (as defined in clause 4.3 of the Order Form) for the Initial Billing cycle (as defined in clause 3.2 and 3.3 of the Order form and in clause 10.2 of these Terms) the Client shall manage all of the future billing cycles through the Self-Served Subscription managing portal built into the platforms.
This portal is accessible by going into the “Settings” section and to “Manage your Billing”.
After the payment (as defined in clause 4.3 of the Order Form) for the Initial Billing cycle (as defined in clause 3.2 and 3.3 of the Order form and in clause 10.2 of these Terms) the Client shall manage all of the future billing cycles through the Self-Served Subscription managing portal built into the platforms.
This portal is accessible by going into the “Settings” section and to “Manage your Billing”.
After the payment (as defined in clause 4.3 of the Order Form) for the Initial Billing cycle (as defined in clause 3.2 and 3.3 of the Order form and in clause 10.2 of these Terms) the Client shall manage all of the future billing cycles through the Self-Served Subscription managing portal built into the platforms.
This portal is accessible by going into the “Settings” section and to “Manage your Billing”.
12. Suspension
12.1 Immediate Suspension. Consvert may suspend the Client's or any Authorised User's access to the Service immediately and without prior notice where:
(a) the Client breaches Section 6 (Disclaimers and Mandatory Use), Section 7 (Acceptable Use), or the Fair Usage Policy in a manner that, in Consvert's reasonable judgment, threatens the integrity of the Service or the rights of any third party;
(b) Upstream Providers require or direct Consvert to suspend the Client's access;
(c) Consvert reasonably believes the Client or an Authorised User is using the Service to provide legal or other professional advice to third parties or in any manner inconsistent with Section 6;
(d) the Service is being used to make consequential decisions of the kind described in Section 7.2;
(e) suspension is required to comply with applicable law, court order, or a binding direction of a regulator; or
(f) Fees remain unpaid for more than ten (10) days after the due date and Consvert has given written notice of the overdue amount.
12.2 Notice and Cure. For other material breaches, Consvert shall give the Client written notice and a thirty (30) day cure period before suspension.
12.3 No Fee Abatement. A suspension caused by the Client's breach does not abate the Client's payment obligations.
12.1 Immediate Suspension. Consvert may suspend the Client's or any Authorised User's access to the Service immediately and without prior notice where:
(a) the Client breaches Section 6 (Disclaimers and Mandatory Use), Section 7 (Acceptable Use), or the Fair Usage Policy in a manner that, in Consvert's reasonable judgment, threatens the integrity of the Service or the rights of any third party;
(b) Upstream Providers require or direct Consvert to suspend the Client's access;
(c) Consvert reasonably believes the Client or an Authorised User is using the Service to provide legal or other professional advice to third parties or in any manner inconsistent with Section 6;
(d) the Service is being used to make consequential decisions of the kind described in Section 7.2;
(e) suspension is required to comply with applicable law, court order, or a binding direction of a regulator; or
(f) Fees remain unpaid for more than ten (10) days after the due date and Consvert has given written notice of the overdue amount.
12.2 Notice and Cure. For other material breaches, Consvert shall give the Client written notice and a thirty (30) day cure period before suspension.
12.3 No Fee Abatement. A suspension caused by the Client's breach does not abate the Client's payment obligations.
12.1 Immediate Suspension. Consvert may suspend the Client's or any Authorised User's access to the Service immediately and without prior notice where:
(a) the Client breaches Section 6 (Disclaimers and Mandatory Use), Section 7 (Acceptable Use), or the Fair Usage Policy in a manner that, in Consvert's reasonable judgment, threatens the integrity of the Service or the rights of any third party;
(b) Upstream Providers require or direct Consvert to suspend the Client's access;
(c) Consvert reasonably believes the Client or an Authorised User is using the Service to provide legal or other professional advice to third parties or in any manner inconsistent with Section 6;
(d) the Service is being used to make consequential decisions of the kind described in Section 7.2;
(e) suspension is required to comply with applicable law, court order, or a binding direction of a regulator; or
(f) Fees remain unpaid for more than ten (10) days after the due date and Consvert has given written notice of the overdue amount.
12.2 Notice and Cure. For other material breaches, Consvert shall give the Client written notice and a thirty (30) day cure period before suspension.
12.3 No Fee Abatement. A suspension caused by the Client's breach does not abate the Client's payment obligations.
13. Modifications
13.1 Modifications to the Service. Consvert may modify, add, deprecate, or discontinue features of the Service. Consvert shall give thirty (30) days' prior written notice of any change reasonably expected to materially adversely affect the Client's use, except where the change is required by Upstream Providers, applicable law, or in response to a security incident, in which case notice shall be as reasonably practicable. Where a material adverse change cannot be avoided, the Client may terminate the Order Form without penalty by notice within thirty (30) days of receipt of Consvert's change notice.
13.2 Modifications to these Platform Terms. Consvert may revise these Platform Terms by notice to the Client. Material adverse revisions take effect sixty (60) days after notice; the Client may terminate the affected Order Form without penalty before the effective date.
13.1 Modifications to the Service. Consvert may modify, add, deprecate, or discontinue features of the Service. Consvert shall give thirty (30) days' prior written notice of any change reasonably expected to materially adversely affect the Client's use, except where the change is required by Upstream Providers, applicable law, or in response to a security incident, in which case notice shall be as reasonably practicable. Where a material adverse change cannot be avoided, the Client may terminate the Order Form without penalty by notice within thirty (30) days of receipt of Consvert's change notice.
13.2 Modifications to these Platform Terms. Consvert may revise these Platform Terms by notice to the Client. Material adverse revisions take effect sixty (60) days after notice; the Client may terminate the affected Order Form without penalty before the effective date.
13.1 Modifications to the Service. Consvert may modify, add, deprecate, or discontinue features of the Service. Consvert shall give thirty (30) days' prior written notice of any change reasonably expected to materially adversely affect the Client's use, except where the change is required by Upstream Providers, applicable law, or in response to a security incident, in which case notice shall be as reasonably practicable. Where a material adverse change cannot be avoided, the Client may terminate the Order Form without penalty by notice within thirty (30) days of receipt of Consvert's change notice.
13.2 Modifications to these Platform Terms. Consvert may revise these Platform Terms by notice to the Client. Material adverse revisions take effect sixty (60) days after notice; the Client may terminate the affected Order Form without penalty before the effective date.
14. Warranties; Disclaimers
14.1 Mutual. Each party warrants that it has the authority to enter into and perform the MSA and these Platform Terms.
14.2 Service Disclaimer. Subject to the warranties expressly given in the MSA, the Service is provided on an "as is" and "as available" basis. Consvert does not warrant that the Service will be uninterrupted, error-free, or free from harmful components.
14.3 No Output Warranty. Without limiting Section 6, Consvert does not warrant the accuracy, completeness, currency, or fitness for any particular purpose of any Output.
14.4 No Outcome Warranty. Consvert does not warrant any specific compliance outcome, regulatory result, audit result, or marketing or commercial result arising from use of the Service.
14.1 Mutual. Each party warrants that it has the authority to enter into and perform the MSA and these Platform Terms.
14.2 Service Disclaimer. Subject to the warranties expressly given in the MSA, the Service is provided on an "as is" and "as available" basis. Consvert does not warrant that the Service will be uninterrupted, error-free, or free from harmful components.
14.3 No Output Warranty. Without limiting Section 6, Consvert does not warrant the accuracy, completeness, currency, or fitness for any particular purpose of any Output.
14.4 No Outcome Warranty. Consvert does not warrant any specific compliance outcome, regulatory result, audit result, or marketing or commercial result arising from use of the Service.
14.1 Mutual. Each party warrants that it has the authority to enter into and perform the MSA and these Platform Terms.
14.2 Service Disclaimer. Subject to the warranties expressly given in the MSA, the Service is provided on an "as is" and "as available" basis. Consvert does not warrant that the Service will be uninterrupted, error-free, or free from harmful components.
14.3 No Output Warranty. Without limiting Section 6, Consvert does not warrant the accuracy, completeness, currency, or fitness for any particular purpose of any Output.
14.4 No Outcome Warranty. Consvert does not warrant any specific compliance outcome, regulatory result, audit result, or marketing or commercial result arising from use of the Service.
15. Limitation of Liability
15.1 Cross-Reference. The limitations and exclusions of liability in the MSA apply to these Platform Terms and to all Order Forms incorporating them.
15.2 Upstream Cap Pass-Through. The Client acknowledges that Upstream Providers’ liability to Consvert is subject to the limits set forth by the former. In respect of any claim arising from an act, omission, or failure attributable to any Upstream Provider, Consvert's liability to the Client is in any event limited to the amount actually recovered by Consvert from the Upstream Provider in respect of that matter, up to the cap set in the MSA.
15.1 Cross-Reference. The limitations and exclusions of liability in the MSA apply to these Platform Terms and to all Order Forms incorporating them.
15.2 Upstream Cap Pass-Through. The Client acknowledges that Upstream Providers’ liability to Consvert is subject to the limits set forth by the former. In respect of any claim arising from an act, omission, or failure attributable to any Upstream Provider, Consvert's liability to the Client is in any event limited to the amount actually recovered by Consvert from the Upstream Provider in respect of that matter, up to the cap set in the MSA.
15.1 Cross-Reference. The limitations and exclusions of liability in the MSA apply to these Platform Terms and to all Order Forms incorporating them.
15.2 Upstream Cap Pass-Through. The Client acknowledges that Upstream Providers’ liability to Consvert is subject to the limits set forth by the former. In respect of any claim arising from an act, omission, or failure attributable to any Upstream Provider, Consvert's liability to the Client is in any event limited to the amount actually recovered by Consvert from the Upstream Provider in respect of that matter, up to the cap set in the MSA.
16. Intellectual Property
16.1 Cross-Reference. The intellectual property provisions of the MSA apply.
16.2 Licence to Use the Service. Subject to payment of Fees, Consvert grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for its internal business purposes during the subscription term.
16.3 Restrictions. The Client shall not, and shall not permit any third party to: (a) reverse-engineer, decompile, or disassemble the Service or attempt to derive source code; (b) resell, sublicense, lease, or assign access to the Service; (c) remove or alter proprietary notices or branding; (d) use the Service or Outputs to develop a competing product or service; or (e) use Outputs to train any artificial intelligence model.
16.1 Cross-Reference. The intellectual property provisions of the MSA apply.
16.2 Licence to Use the Service. Subject to payment of Fees, Consvert grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for its internal business purposes during the subscription term.
16.3 Restrictions. The Client shall not, and shall not permit any third party to: (a) reverse-engineer, decompile, or disassemble the Service or attempt to derive source code; (b) resell, sublicense, lease, or assign access to the Service; (c) remove or alter proprietary notices or branding; (d) use the Service or Outputs to develop a competing product or service; or (e) use Outputs to train any artificial intelligence model.
16.1 Cross-Reference. The intellectual property provisions of the MSA apply.
16.2 Licence to Use the Service. Subject to payment of Fees, Consvert grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for its internal business purposes during the subscription term.
16.3 Restrictions. The Client shall not, and shall not permit any third party to: (a) reverse-engineer, decompile, or disassemble the Service or attempt to derive source code; (b) resell, sublicense, lease, or assign access to the Service; (c) remove or alter proprietary notices or branding; (d) use the Service or Outputs to develop a competing product or service; or (e) use Outputs to train any artificial intelligence model.
17. Cross-References to the MSA
The provisions of the MSA on confidentiality, force majeure, governing law, dispute resolution, notices, and assignment apply to these Platform Terms.
The provisions of the MSA on confidentiality, force majeure, governing law, dispute resolution, notices, and assignment apply to these Platform Terms.
The provisions of the MSA on confidentiality, force majeure, governing law, dispute resolution, notices, and assignment apply to these Platform Terms.
End of Klauss Platform Terms.
End of Klauss Platform Terms.
End of Klauss Platform Terms.