Terms

1. DEFINITIONS

In these Terms and Conditions ("Terms"), the following capitalized terms shall have the meanings set forth below:

• "Agreement" means these Terms, together with any applicable Order Form and Data Processing Agreement (DPA).

• "AI Output" means any document, contract, summary, analysis, or recommendation generated by the Service's artificial intelligence tools.

• "Client User" means a business entity (Company) registered on the Platform seeking legal technology tools or the services of a Professional User.

• "Customer Content" means all text, documents, materials, and data uploaded or submitted by the User to the Service.

• "Platform Service Fee" means the commission or subscription fee paid by Professional Users to the Service Provider for lead generation and platform infrastructure.

• "Professional User" means a natural person of legal age acting in a professional capacity as a legal expert (Lakimies) offering services via the Marketplace.

• "Service" means the B2B SaaS and marketplace platform provided by GlobalLegalCheck Oy (the "Service Provider"), comprising the AI Suite and the Marketplace.

• "User" refers collectively to Client Users and Professional Users.

• "Usage Data" means platform interaction metadata only - clickstreams, feature usage frequency, session durations, and technical performance data - and explicitly excludes Customer Content, AI Output, and any analytical derivatives of contractual text.

2. SCOPE OF APPLICATION AND AGREEMENT FORMATION

2.1 B2B Applicability

These Terms govern the B2B relationship between the Service Provider and the User. Consumer protection laws do not apply to this commercial Agreement.

2.2 Acceptance

By registering an account, clicking "I Accept," or executing an Order Form, the User agrees to be bound by these Terms. If the User is registering on behalf of a company, the User warrants they have the legal authority to bind said company.

2.3 Precedence

In the event of a conflict between these Terms and a separately negotiated written service agreement or Order Form, the terms of the specific agreement shall prevail.

3. DESCRIPTION OF THE SERVICE

3.1 Dual Architecture

The Service operates as a hybrid platform providing:

• The AI Suite: Cloud-based software utilizing Large Language Models (LLMs) and Document Templates to assist Client Users in drafting and analyzing legal documents.

• The Marketplace: An automated, algorithmic matching directory connecting Client Users with Professional Users.

• Third-Party Integrations: Electronic signature capabilities integrating eIDAS-compliant Qualified Trust Service Providers (e.g., Signicat) and third-party AI processing (e.g., Anthropic).

3.2 Neutral Facilitator

The Service Provider is exclusively a technology provider and marketplace facilitator. The Service Provider is not a law firm, does not practice law, and does not provide legal advice. No attorney-client relationship is formed between the User and the Service Provider.

3.3 Electronic Signatures and eIDAS

The Service offers multiple tiers of electronic signing. For standard email-based signing, the Service provides a Simple Electronic Signature. For high-value contracts, the Service integrates third-party Qualified Trust Service Providers (QTSPs) (e.g., Signicat) to provide Advanced or Qualified Electronic Signatures. The Service Provider acts purely as an intermediary interface. Liability for the cryptographic validity, audit trails, and legal enforceability of QTSP-backed signatures rests solely with the respective QTSP pursuant to the EU eIDAS Regulation.

4. USER REGISTRATION, OBLIGATIONS, AND ACCOUNT SECURITY

4.1 Registration Verification

Users must provide accurate, current, and complete information. The Service Provider reserves the right to suspend accounts with fictitious or incomplete data.

4.2 Professional User Standing

Professional Users are strictly defined as Lakimies (lawyers/legal counsels). Attorneys-at-law (Asianajaja) belonging to the Finnish Bar Association may only use the Service if they independently ensure their compliance with the Bar's specific rules on fee-sharing and client acquisition. The Service Provider bears no liability for a Professional User's breach of their professional ethics.

4.3 Account Security

Users are strictly liable for all activities occurring under their credentials. Each User must keep its login credentials confidential and not share them with anyone else. Sharing login credentials among multiple natural persons to bypass per-seat licensing is a material breach of this Agreement.

4.4 User Warranties

The User represents and warrants that they have all necessary rights, consents, and permissions to upload Customer Content to the Service without violating laws or third-party intellectual property rights.

5. ACCEPTABLE USE POLICY AND PROHIBITED CONDUCT

5.1 General Restrictions

The User agrees to use the Service exclusively for its intended business purposes. The User must not do, try to do, or encourage others to do any of the following.
Please note that this list is non-exhaustive and serves only as illustrative examples, and any act breaching the Service Provider's trade secrets is strictly prohibited:

• Provide access to, distribute, sell, or sublicense the Service to a third party.

• Use the Service to develop a similar or competing product.

• Reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code, object code, or underlying structure, ideas, algorithms, or models of the Service (including the AI Suite and Marketplace), except to the extent such restriction is expressly prohibited by applicable mandatory law.

• Scrape the Service without written consent, including by using any robot, spider, crawler, scraper, or other automatic device.

• Intentionally overburden, attack, or compromise the security systems of the Service.

• Use the Service for High-Risk Activities or to plan or commit any illegal act.

6. THE MARKETPLACE: MATCHING & NON-CIRCUMVENTION

6.1 Algorithmic Matching

The Marketplace algorithm ranks and suggests Professional Users based on objective inputs (specialization, availability, pricing, and historical platform ratings). The algorithm does not constitute an endorsement or a guarantee of the Professional User's competence.

6.2 Independent Contracting

Any engagement resulting from a match is a direct, bilateral contract between the Client User and the Professional User. The Service Provider is not a party to this engagement. Professional Users are solely responsible for conducting their own conflict-of-interest checks and KYC (Know Your Customer) verifications.

6.3 Non-Circumvention Clause

• Prohibition: To protect the Service Provider's investment in lead generation, Users agree that for a period of twelve (12) months following the initial introduction or match made through the Service, all engagements, billing, and communications between the matched Client User and Professional User shall be processed exclusively through the Service.

• Opt-Out / Conversion Right: Users may opt to take their engagement off-platform within this 12-month period by providing written notice to the Service Provider and paying a "Platform Conversion Fee" equal to EUR 3,500. Upon payment, the exclusivity obligation is released for that specific match.

• Enforcement and Suspension: The Service Provider fundamentally respects the strict professional secrecy and attorney-client privilege inherent in the legal profession and shall never monitor, access, or parse the content of User communications. To protect the integrity of the Marketplace, the Service Provider relies on automated, proportionate anomaly detection of platform usage metadata (e.g., login frequency and match engagement lifecycle). If the automated system detects severe anomalies reasonably indicating a bypass of the platform, the account may be temporarily flagged. No account shall be suspended or terminated without a prior human review and an opportunity for the User to provide a good-faith explanation.

• Audit and Reporting: The User agrees to act in good faith and to promptly report any off-platform engagements originating from a Service match. The Service Provider reserves the right, upon reasonable notice, to request an independent audit of relevant records to verify compliance with this non-circumvention clause.

7. THE AI SUITE: USAGE AND EU AI ACT COMPLIANCE

7.1 Mandatory Human-in-the-Loop

In strict compliance with the EU Artificial Intelligence Act and principles of legal risk management, all AI Output must be independently reviewed, verified, and approved by a qualified legal professional before execution or reliance. The AI Suite is a drafting assistant, not a substitute for human legal judgment.

7.2 AI Hallucinations and Disclaimers

The Service leverages probabilistic machine learning. The Service Provider explicitly disclaims any warranty that the AI Output will be error-free, legally binding, compliant with the most recent case law, or suitable for the User's specific purpose.

7.3 Transparency

The User acknowledges they are interacting with an AI system. The Service Provider commits to labeling AI-generated content within the platform interface as required by the EU AI Act.

7.4 Automated Alerts and Data Extraction

The Service may offer features that automatically extract key dates, values, or clauses for alerting purposes. The User acknowledges that this extraction is probabilistic and may result in false positives (incorrect alerts) or false negatives (missed deadlines). The User is strictly required to independently verify all contractual deadlines. The Service Provider explicitly disclaims any liability for financial losses, missed deadlines, or lapsed options resulting from reliance on the platform's automated alerts.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Rights in Customer Content

The User retains all rights, title, and interest (including any Intellectual Property Rights) in and to the Customer Content (excluding any Service Provider Technology). The User hereby grants the Service Provider and its authorized sub-processors a non-exclusive, worldwide, sub-licensable, royalty-free right and license to host, use, copy, store, transmit, modify, display, and create derivative works of the Customer Content strictly as reasonably necessary to provide and facilitate the Service.

8.2 Rights to Service Provider Technology and Usage Data

The Service Provider (or its licensors) retains all rights, title, and interest (including all Intellectual Property Rights) in and to the Service, the AI Suite, the Marketplace matching algorithms, template structures, and all related underlying software ("Service Provider Technology"). The Service Provider reserves all rights to the Service Provider Technology not specifically granted in this Agreement. Furthermore, the Service Provider may collect and utilize operational and performance data related to the Users' interaction with the Service ("Usage Data"). Usage Data includes metadata, feature utilization metrics, length of visits, and derived findings, provided it has been aggregated or pseudonymized in strict compliance with the GDPR so that it cannot be attributed to a specific natural person or company. The Service Provider may use Usage Data to develop and improve the Service (strictly excluding the training of AI models on Customer Content or AI Output, if not explicitly allowed by the User Opt-In).

8.3 Intellectual Property of AI Output

Upon generation, and subject to the payment of all applicable fees, the User shall own all right, title, and interest in and to the specific AI Output generated during their session. The Service Provider hereby assigns any rights it may have in the specific AI Output to the User, allowing the User to use, modify, and commercialize the output for their internal business purposes.

8.4 No Transfer of Intellectual Property Rights

Except as expressly set forth in these Terms, the Agreement does not grant either Party any rights, implied or otherwise, to the other's Intellectual Property Rights.

8.5 Feedback

If a User chooses to provide any suggestions, comments, improvements, information, ideas, or other feedback related to the Service ("Feedback"), the User acknowledges and agrees that the Service Provider has no responsibility to evaluate, use, or compensate the User for any Feedback they may choose to submit. Such Feedback will not be deemed Confidential Information of the User. Nothing in this Agreement limits the Service Provider's right to independently use, develop, evaluate, market, or sell products, whether incorporating the Feedback or otherwise.

9. FEES, INVOICING, AND PAYMENT TERMS

9.1 Client User Fees

Client Users shall pay the subscription fees or token-based charges as displayed in the current Price List or Order Form.

9.2 Professional User Fees

Professional Users shall pay a fixed Platform Service Fee per introduced engagement, or a mutually agreed fixed subscription fee, as detailed in the Price List. This fee compensates the Service Provider strictly for the provision of commercial infrastructure, software usage, and algorithmic marketplace matching. Under no circumstances is this fee calculated as a percentage of, or otherwise linked to, the legal fees charged by the Professional User to the Client User, nor the financial value of the underlying legal mandate. The fee is expressly structured as a flat administrative charge to strictly adhere to the prohibition of fee-splitting under the professional and ethical rules of the Finnish Bar Association (Suomen Asianajajaliitto).

9.3 Value Added Tax (VAT)

All prices are exclusive of applicable VAT, which will be added to the invoice in accordance with Finnish tax law.

9.4 Payment Processing

Payments are securely processed via third-party providers (e.g., Stripe). The Service Provider does not store raw credit card data.

9.5 Late Payments

Invoices are due 14 days net. Late payments accrue interest at the statutory rate defined by the Finnish Interest Act (633/1982). The Service Provider reserves the right to suspend Service access if an invoice is more than 14 days overdue.

10. DATA PROTECTION AND CONFIDENTIALITY

10.1 Governing Laws

The processing of personal data is governed by the EU General Data Protection Regulation (GDPR) and the Finnish Data Protection Act (Tietosuojalaki).

10.2 Roles of the Parties and Data Processing Agreement (DPA)

For personal data uploaded within contracts or documents, the User is the Data Controller, and the Service Provider is the Data Processor. To the extent that the Service Provider processes any Personal Data (as defined by the GDPR) on behalf of the User in the course of providing the Service, the parties agree to comply with the terms of the GlobalLegalCheck Data Processing Agreement (DPA). The DPA is hereby incorporated by reference and forms a legally binding part of these Terms and Conditions.

10.3 Strict Confidentiality

Both parties agree to hold all proprietary and sensitive information (including uploaded contracts and client details) in strict confidence, applying enterprise-grade security measures. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy; either party may seek equitable relief for such breaches.

10.4 AI Training and Data Anonymization

• Opt-In Consent: The Service Provider will not use the User's highly sensitive, unredacted contractual data to train foundational AI models without explicit, opt-in consent.

• Anonymization: If the User opts in to improve the Service, the Service Provider will apply rigorous data-masking and anonymization protocols to strip personally identifiable information (PII) and sensitive financial data before the text is used for model fine-tuning.

10.5 Sub-Processors

The User consents to the use of highly secure third-party sub-processors (e.g., AWS, EU-hosted LLMs) provided they are bound by equivalent data protection obligations.

11. WARRANTIES AND DISCLAIMERS

11.1 "As Is" Provision

The Service is provided on an "as is" and "as available" basis. The Service Provider expressly derogates from statutory default rules regarding defect liability and does not guarantee that the Service will be uninterrupted, error-free, or completely secure.

12. LIMITATION OF LIABILITY AND INDEMNIFICATION

12.1 Cap on Liability

To the maximum extent permitted by Finnish law, the Service Provider's total aggregate liability arising out of or relating to this Agreement shall be strictly limited to the total amount of fees paid by the User to the Service Provider in the twelve (12) months immediately preceding the event giving rise to the claim, or EUR 10,000, whichever is lower. This limitation does not apply to damages caused by gross negligence or willful misconduct.

12.2 Exclusion of Indirect Damages

The Service Provider shall not be liable for any indirect or consequential damages (valilliset vahingot), including but not limited to loss of profit, loss of data, loss of business opportunity, or damages resulting from the execution of legally flawed AI-generated contracts.

12.3 Indemnification by User

The User agrees to indemnify the Service Provider from claims arising from the User's breach of these Terms, disputes between Users, or third-party claims alleging that Customer Content infringes upon intellectual property or privacy rights.

12.4 Indemnification by Service Provider

The Service Provider agrees to indemnify, defend, and hold harmless the User from any third-party claims alleging that the core Service platform or the underlying AI Suite technology (excluding any Customer Content or specific AI Output) infringes upon a third party's intellectual property right.

13. TERM, SUSPENSION, AND TERMINATION

13.1 Term

This Agreement remains in effect for the duration of the User's subscription or as long as the User maintains an active Account.

13.2 Termination for Convenience

Subscriptions renew automatically. The Service Provider shall send a subscription renewal reminder to the User 45 to 60 days prior to the auto-renewal date. A User may terminate their subscription by providing written notice at least thirty (30) days prior to the renewal date.

13.3 Termination for Cause

The Service Provider may terminate or suspend the Agreement immediately and without refund if the User commits a material breach (e.g., violation of the Non-Circumvention clause, unlawful use of AI, non-payment).

13.4 Effect of Termination

Upon termination, and subject to Section 13.5, the User's right to access the Service ceases immediately. The Service Provider will retain Customer Content in a secure state for a grace period of ninety (90) days to allow the User to export their data in a structured format. Following this grace period, the Service Provider will delete or return the User's data in accordance with the DPA and GDPR data retention minimization principles, retaining only what is legally required for tax and audit purposes.

13.5 Data Portability and Cloud Switching (EU Data Act Compliance)

In accordance with the EU Data Act (Regulation (EU) 2023/2854), the Service Provider commits to facilitating seamless data portability and switching for its data processing services.

• Right to Switch: The User has the right to switch to a different cloud service provider or port exportable data and digital assets to an on-premises IT infrastructure. The Service Provider must not impose, and shall remove, any pre-commercial, commercial, technical, contractual, and organisational obstacles inhibiting customers from porting exportable data.

• Notice and Transitional Period: The User may initiate the switching process following a notice period of a maximum of two months. Upon initiation, a maximum transitional period of 30 days shall commence. During this time, the Service Provider assumes an obligation to support the customer's exit strategy and provide reasonable assistance.

• Data Formats and Export: To facilitate the switch, the Service Provider will ensure that data is provided in a structured, commonly used, and machine-readable format.

• Switching Charges: From January 12, 2027, the Service Provider can generally no longer impose switching charges on the customer. Until January 12, 2027, switching charges are permitted, but they cannot exceed the costs directly incurred by the cloud service provider for the switching. This prohibition on switching charges does not preclude the Service Provider's right to impose proportionate early termination penalties or the explicitly agreed Platform Conversion Fee detailed in Section 6.3 for off-platform engagements.

14. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable) due to causes beyond its reasonable control, including, but not limited to, acts of nature, acts of government, war, terrorism, catastrophic cyber-attacks (excluding cyber-attacks resulting directly from the Service Provider's failure to maintain industry-standard security measures), or prolonged telecommunications outages.

15. DIGITAL SERVICES ACT (DSA) COMPLIANCE

15.1 Single Point of Contact

In accordance with Articles 11 and 12 of the EU Digital Services Act (Regulation (EU) 2022/2065), the Service Provider designates info@globallegalcheck.com as the single point of contact for direct communication with Member State authorities, the European Commission, the European Board for Digital Services, and the recipients of the Service. Communications must be in English or Finnish.

15.2 Notice and Action Mechanism (Reporting Illegal Content)

Any individual or entity may notify the Service Provider of the presence of specific items of information on the Service that the individual or entity considers to be illegal content. Notices should be sent to the Single Point of Contact and must include:

1. a substantiated explanation of why the content is illegal;
2. the exact electronic location (URL) of the content;
3. the name and email of the person submitting the notice;
4. a statement of good faith.

15.3 Content Moderation and Statement of Reasons

The Service Provider does not engage in proactive, general monitoring of Customer Content. However, if the Service Provider receives a valid notice or becomes aware of illegal content or a violation of the Acceptable Use Policy (Section 5), it reserves the right to remove the content or suspend the User's account. In such events, the Service Provider will provide the affected User with a clear and specific Statement of Reasons for the restriction, detailing the facts, the legal or contractual basis for the decision, and the available avenues for redress.

16. MISCELLANEOUS

16.1 Amendments

The Service Provider reserves the right to amend these Terms. Material changes will be communicated via email or platform notification at least 30 days before taking effect and will require the User to actively accept the amended Terms via a click-through confirmation upon their next login.

16.2 Assignment

The User may not assign this Agreement without the prior written consent of the Service Provider. The Service Provider may freely assign this Agreement in connection with a merger, acquisition, or sale of assets.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

This Agreement and any disputes arising out of it shall be governed by and construed in accordance with the substantive laws of Finland, excluding its conflict of law provisions.

17.2 Jurisdiction

Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce.

1. The number of arbitrators shall be one.
2. The seat of arbitration shall be Helsinki, Finland.
3. The language of arbitration shall be English.
4. Confidentiality: The arbitration proceedings, all information disclosed therein, and any award shall be kept strictly confidential by the parties, the arbitrator, and the Finland Chamber of Commerce.