1. Introduction and scope
These Terms and Conditions (the "Terms") form a binding agreement between Clarenza AI UG (haftungsbeschränkt), Kleiberweg 72A, 22547 Hamburg, Germany ("Clarenza", "we", "us") and the business or professional accessing the Clarenza platform (the "Customer", "you").

Clarenza provides an AI platform for private capital markets that supports due diligence workflows, including deal screening, document analysis, and investment memo generation (the "Platform", and together with related features and outputs, the "Services").

The Services are offered only to businesses and professional users acting in the course of their trade or profession. They are not intended for, or directed at, consumers within the meaning of § 13 BGB.

By accessing the Platform, you confirm that you have read and agree to these Terms and, where applicable, our Privacy Policy and Data Processing Agreement. If you accept on behalf of an organisation, you warrant that you are authorised to bind it.

2. Beta status
The Platform is currently provided as a beta for evaluation and feedback. You acknowledge that:
- The Services are under active development, may contain errors or interruptions, and may change, be limited, or be withdrawn at any time without notice;
- Features may be added or removed and are not guaranteed to remain available, and beta data may be reset or deleted on reasonable notice;
- The Services are provided "as is" and "as available", without any service-level or availability commitment; and
- Any commercial terms (fees, subscription scope, support, service levels) apply only where separately agreed in writing in an order form, pilot agreement, or similar document (an "Order Form"). In the absence of an Order Form, beta access is provided free of charge and may be ended by either party at any time.

3. Definitions
- "Customer Data" — any data, documents, or content uploaded to or processed through the Platform by or on behalf of the Customer.
- "Outputs" — any analysis, extraction, summary, score, memo, model, or other content generated by the Platform.
- "Authorised User" — an individual the Customer permits to access the Platform under its account.
- "Confidential Information" — non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, Outputs, deal information, and the non-public features of the Platform.

4. Accounts and acceptable use
‍4.1 Accounts. You are responsible for your account, your Authorised Users, and all activity under your credentials. Keep credentials secure and notify us promptly of any suspected unauthorised access. We may suspend access where we reasonably suspect a security risk, misuse, or breach of these Terms.
‍4.2 Permitted use. We grant you a non-exclusive, non-transferable, non-sublicensable right to use the Platform for your own internal business purposes during your access period.
‍4.3 Restrictions. You shall not, and shall ensure your Authorised Users do not:
- use the Platform unlawfully or in breach of applicable law, sanctions, or third-party rights;
- reverse engineer, decompile, or attempt to extract the source code, models, prompts, or underlying components of the Platform;
- circumvent or interfere with security features, access controls, or usage limits;
- resell, sublicense, or give third parties access to the Platform without our prior written consent;
- upload malicious code or content that infringes the rights of others;
- use the Platform, Outputs, or any insights from it to build, train, or benchmark a competing product or AI model; or
- use automated means to access the Platform other than through authorised interfaces.

‍4.4 Fair use. Your use is subject to reasonable processing, storage, and rate limits we may apply to protect Platform stability for all users.

5. AI Outputs, no advice, and human oversight
‍5.1 Decision-support only. The Platform uses AI to assist with document analysis, extraction, and drafting. Outputs are decision-support information, not investment, financial, legal, tax, or other professional advice, and must not be presented to third parties as advice or as a recommendation by Clarenza.
‍5.2 Probabilistic and may contain errors. AI Outputs are generated using probabilistic models that may produce inaccurate, incomplete, or non-original results. You are responsible for independently verifying Outputs before relying on them. All decisions made using the Platform remain solely your responsibility.
5.3 Human oversight. The Platform is designed to keep a human in the loop. Outputs are presented as recommendations for human review, correction, and override, not as final decisions.
‍5.4 EU AI Act. We design and operate the Platform with the EU AI Act (Regulation (EU) 2024/1689) in mind, including transparency and human-oversight principles. For these purposes you act as the deployer and we as a provider/downstream provider. The Platform is not designed or marketed for any use that would be prohibited or high-risk under the EU AI Act, and you shall not use it for any such purpose.

6. Customer Data, intellectual property, and feedback
‍6.1 Your data. You retain all rights in Customer Data. You grant us a limited licence to host and process Customer Data solely to provide and support the Services.
‍6.2 Your responsibility. You are responsible for the accuracy and legality of Customer Data and warrant that you have the right to upload it and that it does not infringe third-party rights or contain harmful code.
‍6.3 Outputs. As between the parties, you own the Outputs generated from your Customer Data, subject to our underlying rights in the Platform and our methodologies.
‍6.4 Our IP. We and our licensors retain all rights in the Platform, including its software, models, and interfaces. Nothing in these Terms transfers any of our intellectual property to you.
‍6.5 Improving the Services. We may use Customer Data in de-identified or aggregated form to operate, secure, and improve the Services. We do not train AI models on identifiable Customer Data unless you have expressly agreed to it in writing.
‍6.6 Feedback. If you give us feedback or suggestions, we may use them freely and without obligation to you, provided we do not disclose your Confidential Information.

7. Data protection
We process personal data in accordance with the GDPR (Regulation (EU) 2016/679) and our Privacy Policy. Where we process personal data on your behalf, a Data Processing Agreement (DPA) under Article 28 GDPR applies and is available on request. Our default data hosting is within the EU; any transfer outside the EEA is made under appropriate safeguards such as the EU Standard Contractual Clauses. You shall not upload special-category personal data unless separately agreed in writing.

8. Confidentiality
Each party shall keep the other's Confidential Information confidential, use it only to perform under these Terms, and disclose it only to personnel and advisers bound by equivalent confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully held before disclosure, is independently developed, or must be disclosed by law (with prior notice where permitted). Confidentiality obligations survive for three (3) years after the end of these Terms, and indefinitely for trade secrets and Customer Data.

9. Security
We apply appropriate technical and organisational measures to protect Customer Data, including encryption in transit and at rest, access controls, and logical tenant separation. Our current security and compliance posture — including our progress toward recognised standards such as ISO 27001 and SOC 2 — is described separately and available on request at security@clarenza.ai. We will notify you without undue delay of any personal-data breach affecting your data, in line with our DPA and Article 33 GDPR. Specific security descriptions are informational and do not form binding warranties beyond the standard in this Section.

10. Disclaimer of warranties
To the maximum extent permitted by law, the Services are provided "as is" and "as available" and we give no warranties, express or implied, including as to availability, uninterrupted or error-free operation, accuracy or completeness of Outputs, fitness for a particular purpose, or non-infringement. This Section does not limit any liability that cannot be excluded under Section 11.

11. Limitation of liability
‍11.1 We are liable without limitation for damage caused by intent or gross negligence, for injury to life, body, or health, under the German Product Liability Act (Produkthaftungsgesetz), and to the extent we have given a guarantee.
‍11.2 For slight negligence, we are liable only for the breach of a material contractual obligation (an obligation whose fulfilment is essential to the proper performance of the contract and on which the Customer may reasonably rely). In that case our liability is limited to the foreseeable damage typical for this type of contract.
‍11.3 Any other liability is excluded. Subject to Sections 11.1 and 11.2, our aggregate liability shall not exceed the total fees you paid to us in the twelve (12) months before the event giving rise to the claim or, where the Services were provided free of charge, EUR 1,000.
‍11.4 Neither party is liable for indirect or consequential loss, lost profits, lost revenue, or lost business opportunity, except where Section 11.1 applies.

12. Customer indemnity
You shall indemnify and hold us harmless against third-party claims, damages, and costs arising from (a) your breach of these Terms, (b) your use of the Platform or Outputs in breach of these Terms or applicable law, or (c) Customer Data that infringes third-party rights or applicable law.

13. Term and termination
These Terms apply from your first access and continue while you have access to the Platform. Either party may end beta access at any time on notice. We may suspend or terminate access immediately if you materially breach these Terms or if continued provision would, in our reasonable view, breach applicable law. On termination, your right to use the Platform ends; we will make Customer Data available for export in a common machine-readable format for thirty (30) days, after which it will be securely deleted in line with our DPA. Sections 3, 5, 6, 8, 10, 11, 12, 14, and 15 survive termination.

14. Changes to these Terms
As the Platform evolves during beta, we may update these Terms. We will give reasonable advance notice of material changes by email or through the Platform. Continued use after the effective date constitutes acceptance; if you do not agree, you may stop using the Platform and terminate your access.

15. Governing law, jurisdiction, and general
‍15.1 Governing law. These Terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
‍15.2 Jurisdiction. The courts of Hamburg, Germany have exclusive jurisdiction, subject to either party's right to seek injunctive relief in any competent court.
‍15.3 General. If any provision is invalid, the remainder stays in effect. Failure to enforce a right is not a waiver. You may not assign these Terms without our consent; we may assign to an affiliate or successor. Neither party is liable for delay or failure caused by events beyond its reasonable control. These Terms, together with any Order Form, DPA, and Privacy Policy, are the entire agreement between the parties on this subject.

16. Contact
‍Clarenza AI UG (haftungsbeschränkt)
‍Kleiberweg 72A, 22547
Hamburg, Germany
‍
Legal: legal@clarenza.ai
Security: security@clarenza.ai
Support: support@clarenza.ai