Terms of Sale

Article 1 - Identification and Scope of Application

1.1. Identification

These general terms and conditions are published by the company "Pandectis S.à r.l.-S.", a société à responsabilité limitée simplifiée (simplified private limited liability company) under Luxembourg law, with a share capital of one hundred euros (EUR 100), registered with the Luxembourg Trade and Companies Register (RCS Luxembourg) under number B307680, whose registered office is located at 15 rue de l'industrie, L-8069 Bertrange (hereinafter "Pandectis", "the Service Provider" or "we").

Pandectis can be contacted at the following details:

• Postal address: 15 rue de l'industrie, L-8069 Bertrange, Luxembourg
• Commercial contact: [email protected]

1.2. Scope of Application

The Pandectis General Terms and Conditions apply to the contractual relationship between us and the Client, without prejudice to the Platform Terms of Use and to the exclusion of any statement or information appearing on any document, brochure or catalogue, including those published by us, or made during any demonstration relating to Pandectis, such materials being indicative only.

Any connection to, access to, consultation of or use of the Platform by the User implies full and unreserved adherence to the General Terms and Conditions in force, for the entire duration of the Agreement.

The User declares having read and unreservedly accepted our Terms of Use, our Privacy Policy and our Cookie Policy, available on the Platform.

Any derogation from these General Terms and Conditions and from the Terms of Use must be recorded in a document signed by the parties to the agreements.

1.3. Interpretation

Undefined terms are to be understood in their ordinary meaning. Unless otherwise specified, the plural includes the singular and vice versa, and the lists set out in the agreement are never exhaustive.

If any clause of the Agreement is or becomes illegal, invalid or unenforceable, in whole or in part, by virtue of a law or a court decision, such clause shall be deemed unwritten and shall not form part of the Agreement, without affecting the legality, validity or enforceability of the remainder of the Agreement.

Each Party undertakes to use its best efforts to agree in good faith on a valid replacement clause that will preserve, as far as possible, the economic balance and the intention of the parties as reflected in the clause deemed unwritten.

Article 2 – Definitions

For the purposes of these General Terms and Conditions, the following terms shall mean:

• Administrator(s): the individual(s) designated by the Client within its Organisation, in charge of the administrative, technical and financial management of the Accounts.
• Client(s): the purchaser(s), whether an individual or a legal entity, of the products and services provided on/by the Platform.
• Account: the personal interface made available to a Client or a User on the Platform, enabling them, among other things, to access content, knowledge bases, etc.
• Consumer: any Client who is an individual acting for purposes which are outside their trade, business, craft or profession.
• Agreement: all documents having binding effect between the parties, in particular these General Terms and Conditions, any special terms and the order form(s) (bon(s) de commande), the Terms of Use and the Privacy Policy.
• Quote: the detailed commercial proposal issued by Pandectis to the Client, specifying the Services subscribed to, the number of authorised Users, the price and the Subscription Period.
• Organisation: the professional organisational structure composed of any person working as a self-employed individual or employee for the Client or its subcontractors.
• Subscription Period: the period of twelve (12) months during which the Client has subscribed to the Subscription, renewable under the conditions set out in Article 4.
• Platform: the digital services, including software, applications and other software programs, search engines and databases enabling the User to access information resources online under the Pandectis name, available at www.pandectis.com
• Services: all features offered on the Platform, in particular the Semantic Search Engine, the AI Encyclopedia and the Legal Assistant.
• User(s): any individual authorised by the Client to use the Services under the Subscription taken out, by means of named Credentials.

Article 3 – Purpose

These GTC set out the terms under which Pandectis provides the Services to the Client, in consideration for payment by the Client of the agreed price and compliance with the limits on the use of the Services set out herein and in the Terms of Use. They apply to any subscription to an annual Subscription giving access to the Pandectis Database, the Semantic Search Engine and the additional features described in Article 5.

Article 4 – Term, Renewal and Termination

4.1. Term of the Annual Subscription

The Subscription is taken out for a fixed term of twelve (12) months from the effective date of the Agreement (the "Subscription Period"), unless otherwise expressly stated in the Quote. The effective date corresponds to the date on which the first payment is collected or, if later, the date on which User access is opened.

4.2. Renewal by Tacit Renewal

Unless otherwise agreed in writing, the Subscription is automatically renewed by tacit renewal on its anniversary date, for successive periods of twelve (12) months, in the absence of written termination by either Party at least two (2) months before the anniversary date of the effective date of the Agreement.

The Subscription so renewed is billed at the rate in force at the time of renewal, under the conditions set out in Article 7.1.

4.3. Termination at the Client's Initiative

The Client may terminate the Subscription at any time, it being understood that termination will only take effect as from the expiry date of the current Subscription Period. No refund prorata temporis is due to the Client in the event of termination on its own initiative outside the cases provided for in Article 4.5. Any termination notified less than two (2) months before the expiry date shall take effect on the expiry date of the following period.

4.4. Termination at Pandectis' Initiative

Pandectis reserves the right to terminate the Subscription, subject to prior notice to the Client by e-mail with at least two (2) months' notice. In such case, the Client may claim reimbursement of the amounts paid for the periods covered after the effective date of termination, on a pro rata basis of the annual amount of the Subscription.

4.5. Termination for Breach

The Subscription may be automatically terminated by either Party in the event that the other Party fails to comply with its obligations, after formal notice remaining without effect for a period of fifteen (15) working days.

In the event of a serious and immediate breach (established intrusion, breach of the security of the Platform, manifest infringement of intellectual property rights), Pandectis reserves the right to suspend access without prior formal notice, as a precautionary measure, until the incident is remedied or the Agreement is terminated. In the event of early termination through the sole fault of the Client, all amounts remaining due for the current Subscription Period shall become immediately payable, without prejudice to any damages.

Article 5 – Content of the Services and Annual Subscription

5.1. Free Trial Period

Pandectis offers the Client a free trial period of seven (7) calendar days allowing it to test all the features of the Subscription, with the exception of the legal assistant, activation of which may be limited. The trial period is not renewable. Only one trial period is granted per person or legal entity. At the end of the trial period, in the absence of a paid subscription, access is automatically deactivated without billing.

5.2. Services Included in the Annual Subscription

Unless otherwise stated in the Quote, the annual Subscription includes, for each declared User, full access to the Semantic Search Engine and to the AI Encyclopedia, under normal and reasonable conditions of professional use, subject to the technical, security and usage limits set out herein and in the Terms of Use.

5.3. Legal Assistant

The legal assistant is an optional service, complementary to the annual Subscription. It is activated at the Client's request from its account administration interface and is billed on a usage basis under the terms set out in Article 7.3. The Client may deactivate the Legal Assistant option at any time; deactivation takes effect immediately, with the consumption of the current period remaining due.

5.4. Training and Support

Pandectis offers, free of charge, group onboarding sessions (webinars) at the Client's request, as well as online help resources. Personalised training services may be offered on a separate Quote.

5.5. Evolution of the Services

The Services are constantly being improved. Pandectis will inform the Client by e-mail and/or notification on the Platform of any significant new feature, with reasonable notice in the event of the removal or replacement of an existing feature.

Article 6 – Subscription and Access to the Services

6.1. Subscription

The Client subscribes to a Subscription by accepting these GTC through the signature of a Quote. The GTC constitute, together with the signed Quote, the subscription confirmation e-mail and the invoices, the contractual documents binding on the Client, to the exclusion of any other document.

6.2. Creation of Accounts

After receipt of payment of the first invoice or upon activation of the trial period, Pandectis sends the Client (or the Account Administrator designated for multi-user Subscriptions) the temporary access codes by e-mail. The Account Administrator is responsible for creating and managing the Users' accounts within the Organisation. For each User, the login must be their professional e-mail address. An Account corresponds to a single individual. Lending, sharing, transferring or assigning Credentials is strictly prohibited.

6.3. Number of Users

The Client determines the number of individual Users having access to the Platform and undertakes to inform Pandectis of any change. The addition of a User during the Subscription Period gives rise to billing of a supplement calculated on a pro rata basis. The removal of a User takes effect at the expiry of the current Period and does not give rise to any refund. Any breach of the Agreement by a User is deemed to have been committed by the Client itself.

Article 7 – Financial Terms

7.1. Price and Price Revision

The price of the annual Subscription is the price accepted at the time of subscription or set out in the Quote. Unless otherwise stated in the Quote, the Subscription is billed in advance and in full at the rate in force, per declared User, for the twelve (12) month Subscription Period. Prices are stated in euros, exclusive of tax. VAT applicable in the Grand Duchy of Luxembourg is added in accordance with applicable legislation.

Any price revision will be notified to the Client by e-mail at least thirty (30) days before the anniversary date of the Subscription. The new rates apply only as from the renewal date. In the event of express refusal by the Client before the revision takes effect, the Subscription will automatically terminate at its expiry date. In the absence of a response from the Client within the thirty (30) day period, the Client is deemed to have accepted the new rates for the following period.

7.2. Billing of the Annual Subscription

Invoices are sent exclusively in electronic format by e-mail. The annual invoice sets out the total amount of the Subscription (excluding VAT, VAT amount, including VAT), the number of authorised Users and the Subscription Period covered. The Client consents to all contractual communications being sent by e-mail.

7.3. Billing of the Legal Assistant on a Usage Basis

When the legal assistant is activated, its consumption is billed monthly in arrears, based on actual token consumption for the past month. The applicable unit rate is communicated upon activation and is accessible at any time from the Platform interface. A monthly summary is attached to each invoice.

7.4. Payment Terms

Unless otherwise agreed in writing, payments are due immediately and without discount, no later than thirty (30) days following the issuance of the invoice. Payments may be made by credit card, debit card, SEPA bank transfer, direct debit or any other electronic payment method supported by the Platform.

7.5. Late Payment and Payment Incidents

In the event of persistent late payment beyond fifteen (15) days after formal notice remaining without effect, Pandectis reserves the right to suspend access to the Services or automatically terminate the Subscription, without prejudice to any damages. Suspension does not give rise to any compensation or extension of the Subscription.

Article 8 – Right of Withdrawal

The Platform is intended for strictly professional use. The Client declares that it subscribes to the Subscription for purposes falling within the scope of its professional, commercial, liberal, craft or industrial activity, and acknowledges acting in a professional capacity.

Articles 8.2 to 8.6 apply only to Clients having the status of consumer within the meaning of Luxembourg law, i.e. any individual acting for purposes outside the scope of their professional activity. If the Client is a professional, the right of withdrawal does not apply.

8.2. Withdrawal Period

The consumer Client has a period of fourteen (14) calendar days from the date of subscription to the Subscription to exercise their right of withdrawal, without having to justify their decision or bear any costs other than those provided for by law, in accordance with the Luxembourg Consumer Code transposing Directive 2011/83/EU and Directive (EU) 2019/770 on contracts for the supply of digital content and digital services.

8.3. Loss of the Right of Withdrawal

By activating access to the Services (first access to the Platform or to the trial period), the consumer Client confirms having consented to the immediate performance of the service.

8.4. Statutory Guarantees for Digital Content

In accordance with Luxembourg law transposing Directive (EU) 2019/770, the consumer Client benefits from the guarantee of conformity of the digital content with the Agreement for the entire duration of the Subscription, and from the obligation on Pandectis to maintain such conformity through the necessary updates. In the event of non-conformity, the consumer Client may request that conformity be restored, a price reduction or termination of the Agreement under the conditions provided for by law.

8.5. Withdrawal Procedure

Withdrawal must be notified by a document unambiguously setting out the decision to withdraw, sent to Pandectis, 15 rue de l'industrie, L-8069 Bertrange, Luxembourg.

8.6. Refund

Reimbursement of the price paid, less the proportion relating to the Services already provided, where applicable, will be made by bank transfer within fourteen (14) days following receipt of the withdrawal notice.

Article 9 – Consequences of the End of the Subscription

At the end of the Subscription, whatever the cause, the Client and its Users must cease all use of the Services. Access to the Accounts and the Services is deactivated on the effective end date of the Subscription.

The Client is invited to export or retrieve all data it wishes to keep before that date. Upon written request made no later than fifteen (15) days before the effective termination date, Pandectis may make available to the Client, in a common and machine-readable format, the data necessary for the continuity of its business. Pandectis does not retain any Client data beyond the applicable statutory retention periods.

Article 10 – Pandectis' Obligations and Liability

10.1. Best-Efforts Obligation

Pandectis undertakes to provide the Services diligently and in accordance with good professional practice, on a best-efforts basis. Pandectis uses its best efforts to ensure the availability of the Platform and the quality of the content.

10.2. Availability and Service Levels

Pandectis sets itself the target of a monthly Platform availability rate of 99.5%, excluding duly notified scheduled maintenance and force majeure events. In the event of unavailability lasting more than seventy-two (72) consecutive hours (excluding force majeure and scheduled maintenance), the Client may request a free extension of its Subscription for a period equivalent to the period of unavailability, to the exclusion of any other compensation, unless it exercises its right of termination. Pandectis will inform the Client, as soon as possible, of any significant unavailability.

10.3. No Warranty on AI Content

Pandectis does not guarantee the accuracy, completeness or currency of the information accessible via the Platform, in particular AI Content. Such information is provided "as is", without any warranty of any kind. It does not constitute legal advice, tax advice or personalised professional advice. It is the User's responsibility to verify the sources and texts in force before any professional use.

10.4. Exclusion of Indirect Damages

Pandectis cannot under any circumstances be held liable for indirect or unforeseeable damages resulting from the use or the inability to use the Platform. The following are expressly agreed between the Parties to be considered indirect damages: any financial or commercial damage, loss of profit, loss of data, loss of clientele, harm to image or reputation, as well as any action brought by a third party against the Client as a result of the use of the Platform.

10.5. Limitation of Liability

Pandectis' total and cumulative liability towards the Client, for all causes and damages combined, is capped at the amount of the sums actually received by Pandectis under the Subscription during the twelve (12) months preceding the event giving rise to the damage. This limitation is an essential element of the economic balance of the Agreement taken into account in determining the price.

Article 11 – Intellectual Property

The provisions of Article 8 of the Terms of Use relating to intellectual property fully apply within the framework of these GTC. The Platform, its architecture, its source code, its Semantic Search Engine, its algorithms, its artificial intelligence models, its enriched Database and all content generated by Pandectis (in particular the AI Encyclopedia, the summaries and the synthesis pages) are protected by intellectual property law, in particular by the amended Luxembourg law of 18 April 2001 on copyright, related rights and databases (loi luxembourgeoise modifiée du 18 avril 2001 sur le droit d'auteur, les droits voisins et les bases de données), and remain the exclusive property of Pandectis.

The Subscription confers on the Client and its Users a personal, non-exclusive, non-transferable and non-assignable right of access and use, limited to the duration of the Subscription and to internal professional use. The Client is authorised to quote or incorporate content from the Platform into its legal instruments, opinions and professional work, with mention of the source for AI Content.

Use of the Client's name, logo or trademark by Pandectis for promotional purposes is subject to the Client's prior agreement and to strict compliance with its graphic charter. The Client may withdraw its authorisation at any time by e-mail to [email protected], such withdrawal having effect only for the future. The obligations relating to intellectual property apply for the entire duration of Pandectis' rights, including after termination of the Subscription.

Article 12 – Protection of Personal Data

12.1. GDPR Compliance

Pandectis undertakes to comply with the applicable regulations on the protection of personal data, in particular Regulation (EU) 2016/679 ("GDPR") and the amended Luxembourg law of 1 August 2018 on the organisation of the National Commission for Data Protection (loi luxembourgeoise modifiée du 1er août 2018 portant organisation de la Commission nationale pour la protection des données — CNPD).

12.2. Pandectis as Data Controller

Personal data collected in connection with the subscription and management of the Subscription (identity, contact details, billing data, connection data) is processed by Pandectis as data controller, in accordance with its Privacy Policy accessible on the Site, on the basis of the performance of the Agreement (Article 6(1)(b) GDPR) and applicable legal obligations (Article 6(1)(c) GDPR).

12.3. Pandectis as Data Processor — Mandatory Data Processing Agreement

Where the Client, acting as data controller, enters personal data relating to third parties via the Platform (in particular in connection with the Legal Assistant or the upload of documents), Pandectis acts as data processor within the meaning of Article 28 GDPR.

In such case, the Parties shall enter into a Data Processing Agreement (DPA) meeting the requirements of Article 28 GDPR, specifying the subject matter and duration of the processing, its nature and purpose, the types of data processed, the categories of data subjects, as well as the obligations and rights of the data controller. This DPA is available as an annex to these GTC or upon request to [email protected]. The provision of Services involving the processing of third-party personal data is subject to the prior execution of this DPA.

12.4. Transfers to Third-Party AI Providers

Where the User makes use of the Legal Assistant, certain queries may be transmitted to third-party artificial intelligence providers (in particular Mistral and Anthropic). Such transfers are carried out in compliance with the GDPR, on the basis of standard contractual clauses adopted by the European Commission and appropriate additional technical and organisational measures. The Client undertakes to inform its Users of the prohibition on entering into the Legal Assistant any data covered by professional privilege, sensitive personal data or strictly confidential information relating to a specific matter.

12.5. Exercise of Rights

For any request relating to personal data (access, rectification, erasure, objection, portability, restriction of processing), the Client may contact Pandectis by e-mail at [email protected]. The User has the right to lodge a complaint with the CNPD of the Grand Duchy of Luxembourg (https://cnpd.public.lu).

Article 13 – Security and Confidentiality

13.1. Security Measures

Pandectis implements technical and organisational measures appropriate to the state of the art to ensure the security, confidentiality, integrity and availability of the Platform, in accordance with Article 7 of the Terms of Use and Article 32 GDPR.

13.2. Confidentiality Obligation

Each Party undertakes to keep strictly confidential all non-public information and documents of which it becomes aware in connection with the performance of the Agreement (commercial, financial, technical and operational information, case data, know-how, trade secrets).

This confidentiality obligation remains in force for the entire duration of the Agreement and for five (5) years after its termination, whatever the cause. It does not apply to information which was already known to the receiving Party before its disclosure, which is or becomes publicly available through no fault of the receiving Party, which is lawfully obtained from a third party without restriction on disclosure, or which must be disclosed pursuant to a legal or regulatory obligation, subject to prior notice, as far as possible, to the disclosing Party.

Article 14 – Force Majeure

Neither Party may be held liable for failure to perform its obligations if such failure results from a force majeure event within the meaning of Luxembourg case law, i.e. an unforeseeable, irresistible event external to the Parties rendering performance of the obligation concerned impossible. Force majeure events include in particular: natural disasters, declared pandemics and epidemics, generalised failures of telecommunications networks beyond Pandectis' control, massive cyberattacks affecting third-party infrastructure despite security measures consistent with the state of the art, government or legislative decisions, wars and civil unrest.

The affected Party shall endeavour to inform the other Party as soon as possible and to implement any reasonably possible continuity measures. If the event continues for more than thirty (30) consecutive days, either Party may terminate the Agreement by registered letter with acknowledgement of receipt, without compensation on either side, with the Client benefiting from a refund of the amounts paid for the unused period.

Article 15 – Evidence Agreement

The data and information collected by Pandectis when entering into and performing the Agreement (acceptance of the GTC, activation of access, connection and usage data, invoices and payment notices) are retained as evidence on a reliable and durable medium guaranteeing their integrity. Such information shall be conclusive between the Parties unless proven otherwise and may validly be produced in connection with any claim or legal proceedings. Pandectis collects the IP addresses and connection data of the devices accessing the Services, in particular for the purposes of access control and evidence of the performance of the Agreement.

Article 16 – Contact and Customer Support

For any technical assistance, billing question or complaint, the Client may contact Pandectis during business days and hours (Monday to Friday, 9 a.m. to 6 p.m., Luxembourg time, excluding public holidays).

Any issue relating to Internet access, the Client's hardware or software configuration, or the use of a browser incompatible with the Platform is not covered by Pandectis' customer support.

Article 17 – Amendment of the GTC

Pandectis reserves the right to amend these GTC at any time, in particular in order to comply with applicable legislation or to take account of developments in its Services. Except for amendments resulting solely from the adaptation of the GTC to applicable regulations, the Client is informed of any amendment by e-mail with at least thirty (30) days' notice before the new GTC take effect.

During this period, the Client may notify Pandectis in writing (at [email protected]) of its intention to terminate the Agreement at the expiry of the current Subscription Period, without penalty and with a refund prorata temporis of the amounts paid for the period after the effective termination date. After the thirty (30) day period has elapsed without a response from the Client, the Client is deemed to have accepted the amended GTC. The applicable GTC are those in force on the date of subscription or renewal.

Article 18 – General Provisions

18.1. Assignment

The Client shall not assign or delegate all or part of its rights or obligations under these GTC without the prior written consent of Pandectis.

Pandectis may assign the Agreement to any company within its group or to any assignee in connection with a restructuring, merger, acquisition or business transfer, subject to the maintenance of the essential terms of the Agreement and prior notice to the Client by e-mail with at least thirty (30) days' notice. In the event of assignment to a third party outside the group without maintenance of all the essential terms, the Client shall have a right of termination without penalty or cost, exercised by e-mail to [email protected] within thirty (30) days of the notification, with a refund prorata temporis of the amounts paid for the period after termination.

18.2. Severability

If any provision of the GTC is declared void or unenforceable, it shall be deemed unwritten and all other provisions shall remain in force. The Parties undertake to agree in good faith on a valid replacement clause preserving the economic balance and the intention of the Parties.

18.3. Tolerance

The fact that either Party waives reliance on a provision of the GTC, whether permanently or temporarily, may in no event be considered a definitive waiver of its right to rely on it thereafter.

18.4. Independence of the Parties

The Parties act as independent contracting parties. No provision of the GTC may be interpreted as creating between the Parties a company, an association, an employer-employee relationship, a principal-agent relationship or a franchise.

18.5. Entire Agreement

These GTC, together with the Terms of Use, the Quote and the Privacy Policy, constitute the entire agreement between the Parties and supersede all prior agreements, whether written or oral, relating to the same subject matter.

18.6. Notices

Unless otherwise stated, any notice validly given between the Parties shall be sent by e-mail with read receipt requested or by registered letter with acknowledgement of receipt, to the respective addresses stated in the Quote or notified in writing during the course of performance.

Article 19 – Governing Law and Dispute Resolution

19.1. Governing Law

These GTC are exclusively governed by and construed in accordance with Luxembourg law, to the exclusion of any other system of law.

19.2. Attempt at Amicable Resolution

In the event of a dispute relating to the formation, interpretation, performance or termination of these GTC, the Parties agree to seek an amicable solution as a priority. To this end, the Party considering itself entitled to assert a right shall send a registered letter with acknowledgement of receipt or an e-mail with read receipt to the other Party, setting out the dispute and the proposed solution. If, within thirty (30) days of receipt of such notification, the dispute remains unresolved, the Parties may resort to conventional mediation.

19.3. Mediation

The Parties may, by mutual agreement, resort to conventional mediation in accordance with the Luxembourg law of 24 February 2012 introducing mediation in civil and commercial matters (loi luxembourgeoise du 24 février 2012 portant introduction de la médiation en matière civile et commerciale) and the procedural rules of the Centre de Médiation Civile et Commerciale du Luxembourg (Luxembourg Civil and Commercial Mediation Centre — CMCC). Mediation costs shall be shared equally between the Parties, unless otherwise agreed. The duration of the mediation may not exceed sixty (60) days from the appointment of the mediator, unless otherwise agreed in writing by the Parties.

19.4. Competent Jurisdiction

Failing amicable resolution or mediation within the aforementioned time limits, express and exclusive jurisdiction is given to the courts of Luxembourg-Ville (the courts of the judicial district of Luxembourg), notwithstanding a plurality of defendants or third-party proceedings, including for urgent or protective proceedings, whether by way of summary proceedings (référé) or by petition.

19.5. Consumer Protection

If the Client is a consumer within the meaning of the Luxembourg Consumer Code, the Client has the remedies and protections granted by law, in particular the right to refer the matter free of charge to the Service National du Médiateur de la Consommation (National Consumer Mediation Service) in Luxembourg (www.mediateurconsommation.lu) or to use the European online dispute resolution platform (https://ec.europa.eu/consumers/odr/).

Article 20 – Entry into Force

These General Terms and Conditions of Sale enter into force on 29 June 2026 and replace all previous versions.