General Terms and Conditions

LEXchat Law — LEXchat GmbH

1. Scope and parties

1.1 These General Terms and Conditions (GTC) govern the use of the LEXchat Law platform between LEXchat GmbH, Obere Burghalde 22, 8225 Siblingen, Switzerland (UID CHE-225.400.339; hereinafter "LEXchat") and the Customer using it.

1.2 LEXchat Law is directed exclusively at professional users. The Customer may be a law firm, an in-house legal department, a legal expenses insurer or a comparable professional organisation. No contract is formed with consumers; the provisions on consumer contracts, in particular the consumer forum under art. 32 CPC (Civil Procedure Code), do not apply.

Seat in Switzerland — for the time being. Only a party with its seat in Switzerland may be a Customer. The Swiss establishment of a company seated in the European Union or the rest of the EEA is not covered; for such a party a contract is concluded only on the basis of an individual agreement under sec. 2.1 (a). LEXchat verifies the seat before activation. LEXchat Law is neither placed on the market nor put into service in the European Union or the rest of the EEA, and is not intended for proceedings there; the Corpus comprises Swiss law, and foreign legal systems are not covered (sec. 5.2). Use whose output is employed in the Union or the EEA — in particular for submissions to courts or authorities located there — is not covered by the service description and requires an individual agreement under sec. 2.1 (a). This restriction is temporary; LEXchat will lift it once the applicable regulatory requirements have been implemented.

Not covered is use by or on behalf of courts and authorities in the exercise of public authority — in particular to assist in establishing and interpreting the facts and the law or in applying the law to a concrete set of facts. A contract for such use is formed only on the basis of an individual agreement under sec. 2.1 (a) that expressly governs the applicable regulatory requirements; sec. 6.2 of the AI Disclosure explains why. A legal department that advises exclusively its own organisation and does not assist any exercise of public authority is treated as an in-house legal department within the meaning of the preceding paragraph.

1.3 Where the Customer is a law firm, those provisions of these GTC that expressly refer to professional secrecy, to art. 321 SCC (Swiss Criminal Code) or to the Lawyers Act (BGFA) apply in addition — in particular sec. 7.2 and 8.4. For other Customers, those provisions apply only to the extent that they are subject to corresponding professional or confidentiality duties.

1.4 Deviating or supplementary terms of the Customer, in particular purchasing or IT procurement terms, apply only to the extent that LEXchat expressly acknowledges them in text form. Rendering performance without objection does not constitute acknowledgement.

2. Contract documents and order of precedence

2.1 The contractual relationship consists of the following documents:

• (a) an individually concluded single or enterprise agreement including service schedules and a service level agreement (SLA), where such exist;
• (b) the data processing agreement (DPA, Annex 1) under sec. 8.3, including its Annexes A and B;
• (c) these GTC;
• (d) the service and price overview (Annex 2) in the version incorporated at contract formation or at the most recent renewal;
• (e) the AI Disclosure in the versioned form incorporated at contract formation.

Where access is provided free of charge for trial purposes, the trial agreement takes the place, as an individual agreement under lit. (a), of the service and price overview under lit. (d); the documents under lit. (b), (c) and (e) apply unchanged.

2.2 Where these documents conflict, they apply in the order set out in sec. 2.1; the higher-ranking document prevails over the lower-ranking one. By way of derogation:

• On matters of data processing, the DPA prevails over all other contract documents, including the individual agreement. A data protection or security addendum individually signed by both parties in turn prevails over the DPA (sec. 1.3 DPA).
• For international data transfers, agreed standard data protection clauses including their annexes prevail over conflicting contractual provisions.

2.3 The privacy policy serves to discharge statutory information duties and is not part of the contract. References to it in these GTC are pointers to the circumstances described there; contractual commitments on data location, processors, retention periods and disclosure abroad follow from the DPA and from sec. 8 of these GTC.

3. Definitions

• Customer — the contracting organisation under sec. 1.2.
• Firm — a Customer that is a law firm. Provisions that expressly refer to professional secrecy, to art. 321 SCC or to the BGFA apply in accordance with sec. 1.3.
• Service — LEXchat Law, including the web interface, the Corpus and, where agreed, the application programming interface (API).
• User — a named natural person to whom the Customer assigns a personal access (named user).
• Seat — the personal access of one User. The Seat is the selling and counting unit of the subscription plans (sec. 11.3).
• Fair use — the framework under sec. 11.2 within which Analyses may be produced without any quantitative limit.
• Analysis — a preliminary legal analysis generated automatically by the Service from a set of facts entered into it.
• Boost-Credit — a credit acquired voluntarily by the Customer that raises the guide value for fair use by one Analysis (sec. 11.2). The price and how it is acquired follow from the Services and price overview.
• Customer Content — all data entered by the Customer or its Users, in particular sets of facts, documents, matter files and client data. Customer Content does not include the Users' account and authentication data or the Customer's contract, invoicing and payment data; for the processing of that data LEXchat is itself the controller under data protection law (sections 3 and 11 of the privacy policy).
• Corpus — the collection of statutory articles (federal and cantonal) and court decisions prepared by LEXchat, including its structure, cross-references and embeddings.
• Billing period — the period for which the fee is payable in advance under sec. 12.1: for monthly payment, the month running from the day of activation or of the most recent renewal; where annual payment is agreed, the twelve months running from that day. It is not tied to the calendar month. Where these GTC refer to a billing month — in particular in sec. 11.2 — the month of the current billing period is meant.

4. Formation of contract, registration and access

4.1 The information on the website is not a binding offer. By selecting "Request access" the Customer submits an enquiry. Where LEXchat approves and provides the access, that constitutes an offer to the Customer. The contract is formed when the Customer expressly accepts the contract documents under sec. 4.2 at first sign-in. Until that acceptance the Service cannot be used.

4.2 Incorporation of the contract documents. Before acceptance under sec. 4.1, LEXchat presents the four contract documents to the Customer — these GTC, the data processing agreement, the services and price overview and the AI Disclosure; where access is provided free of charge for trial purposes, the trial agreement takes the place of the services and price overview (sec. 2.1) — in their applicable version and each individually retrievable. The German version is authoritative (sec. 24.9); LEXchat provides translations to the extent they are available. The Customer accepts them expressly; without that acceptance the Service is not released.

Immediately after acceptance LEXchat additionally supplies the same documents to the Customer in text form by e-mail; the data processing agreement on request as a separately signable version (sec. 1.4 DPA). The GTC, the services and price overview and the AI Disclosure are in addition permanently available; the data processing agreement is not published publicly, but remains accessible to the Customer in the portal in the version accepted.

LEXchat documents, for each document, the version accepted, the point in time and the person acting, and provides the Customer with this information on request.

4.3 The person submitting the enquiry confirms that they are authorised to represent the Customer and provides accurate information. Changes to the company, billing or contact details must be updated without delay.

4.4 LEXchat may reject an enquiry without giving reasons, in particular where professional qualification is lacking, the information is incomplete or there are indications of abusive use.

4.5 Sign-in takes place through the identity management operated by LEXchat. Credentials must be kept confidential and must not be passed on. The Customer is responsible for all acts carried out through its accesses and reports any suspicion of unauthorised use without delay to contact@lexchat.ch.

5. Scope of services

5.1 From a set of facts entered into it, the Service produces a structured preliminary analysis with a classification, the relevant statutory articles, potentially relevant court decisions, a first assessment and source references. The scope and functions are determined by the service overview agreed at contract formation or at the most recent renewal and by the plan selected. Subsequent changes are governed by sec. 10; they must not curtail materially promised functions without the right of termination under sec. 10.2.

5.2 The Corpus comprises Swiss federal law, the cantonal enactments recorded, and decisions of the Federal Supreme Court and of the cantonal instances recorded. It is updated on an ongoing basis. No particular coverage, completeness or currency is assured. Foreign legal systems are not covered.

5.3 No legal advice. LEXchat is not a law firm and provides neither legal advice nor attorney services. LEXchat neither conducts client matters nor represents anyone before authorities or courts. No attorney mandate and no contract for legal advice arises between LEXchat and the Firm or its clients. The Analysis replaces neither a professional review nor advice by a qualified lawyer relating to the specific individual case. The professional rules under the Lawyers Act (BGFA) remain unaffected.

5.4 Analyses are produced fully automatically using language and embedding models. LEXchat performs no review by a lawyer or editor. How this works and where its limits lie is described in the AI Disclosure; in the versioned form incorporated at contract formation, it forms part of the service description.

5.5 Functions designated as "beta", "preview" or "experimental" are provided without any assurance of availability or functionality and may be changed or discontinued at any time.

6. Rights of use and use restrictions

6.1 For the term of the contract, LEXchat grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the Service via the web interface and, where agreed, via the API, for its own professional activity. There is no entitlement to delivery of software or source code.

6.2 Named users. A separate Seat must be obtained for each User. Sharing accesses or credentials and the use of one access by several persons are prohibited. Where staff change, a Seat may be transferred to another person; rotating use in order to circumvent the number of Seats is not permitted. The number of Seats obtained is governed by sec. 11.3.

6.3 The following are prohibited in particular:

• resale, rental, sublicensing or provision of the Service to third parties; the use of Analyses within the scope of the Customer's own client matters is excepted;
• the automated or systematic extraction of the Corpus (scraping) as well as obtaining Analyses in order to build up one's own or a third party's data collection;
• the use of Analyses, Corpus content or outputs of the Service for training, fine-tuning or evaluating one's own or third-party AI models;
• reverse engineering, decompilation or circumvention of technical use, volume or security restrictions;
• load tests, penetration tests and the publication of benchmark or comparison results without LEXchat's prior consent in text form;
• use for proceedings in the European Union or the rest of the EEA, and any use whose output is employed there, without an individual agreement under sec. 2.1 (a) (sec. 1.2);
• uploading, under sec. 8.6.6, a decision that is neither officially published nor free of any professional, official or business secrecy and of any confidentiality obligation;
• any unlawful use as well as entering content that the Customer is not entitled to process.

6.4 In the event of breaches of sec. 6, LEXchat may suspend access under sec. 14; further claims are reserved.

7. Obligations of the Customer

7.1 Duty to review. Every Analysis must be reviewed by a professionally qualified person before it is used. In particular, references adopted must be verified against the official source (Fedlex, the cantonal collection, bger.ch), and the citation stance of a decision must be checked. Analyses must not be passed on either unchecked or unchanged as a standalone document to clients, opposing parties, authorities or courts. They must be carried over into the Customer's own work product; the Analysis is an intermediate result of the work, not a deliverable for onward transmission.

In addition, Analyses must not serve as the sole basis for decisions that have a significant effect on a natural person — in particular decisions on insurance benefits or coverage commitments, and personnel, credit, social benefit or sanction decisions. Such decisions always require the Customer's own professional assessment.

7.2 The Firm's professional duties remain entirely with the Firm, in particular the duties of care and loyalty under art. 12 BGFA, professional secrecy and responsibility towards its clients. Using the Service does not shift those duties. For Customers that are not law firms, this applies to their corresponding professional, supervisory and confidentiality duties (sec. 1.3).

7.3 The Customer may only enter Customer Content that it is entitled to process. It limits its input to what is necessary for the Analysis and considers whether pseudonymisation is possible.

7.4 The Service is not a records-management, archiving or deadline system. The Customer remains responsible for its own record keeping, deadline control and backup copies.

7.5 The technical prerequisites for use (an up-to-date browser, internet access, device security) are the Customer's responsibility.

7.6 The Customer informs LEXchat without delay of any security incidents identified, malfunctions and indications of abusive use of its accesses.

8. Customer Content, professional secrecy and data protection

8.1 Customer Content remains attributed to the Customer or its clients. LEXchat acquires only the right of use necessary for performance of the contract (storing, processing, transmitting to the providers engaged, producing Analyses and any backup copies).

8.2 No training, no own purposes. LEXchat does not train models on Customer Content. LEXchat engages an AI provider only on the basis of a contractual configuration that excludes the use of Customer Content for training or improving general models; where a provider requires a separate opt-out, an enterprise agreement or a zero-data-retention configuration for that purpose, LEXchat activates the corresponding setting before productive use and reviews it regularly. LEXchat documents this per provider and produces the information to the Customer on request.

LEXchat does not use client-matter or Customer Content for its own product, quality or training purposes. Permitted is exclusively the analysis of data that has been irreversibly anonymised before use, or aggregated such that neither the Customer nor any using or affected person can be identified by means that may reasonably be employed. Re-identification is prohibited to LEXchat. Pseudonymised Customer Content remains personal data; it is processed exclusively to perform this contract and within the Customer's documented instructions.

8.3 Data protection. The Customer is the controller of the Customer Content under data protection law; LEXchat acts as processor. Where the Customer in turn processes the Customer Content on behalf of a third party, sec. 1.5 of the DPA applies. The data processing agreement under art. 9 FADP (Federal Act on Data Protection) or art. 28 GDPR forms part of this contract and prevails on matters of data processing under sec. 2.2. The purposes, the processors engaged, the processing locations and disclosure abroad follow from the DPA including its Annex B; the privacy policy additionally describes them in discharge of the information duties. Sec. 8.6 applies to the data location.

8.4 Professional secrecy. To the extent LEXchat obtains access to information protected by professional secrecy in the course of the handling of a client matter, LEXchat acts as an auxiliary person engaged by the Firm. LEXchat contractually binds all persons with access rights at LEXchat to at least equivalent confidentiality without time limit. LEXchat contractually binds sub-processors to confidentiality that survives the term of the relevant contractual relationship; the binding applicable to each sub-processor is set out in the register under sec. 11.1 of the DPA. LEXchat restricts access to what is operationally necessary and takes appropriate technical and organisational measures to safeguard professional secrecy. Whether the conditions of art. 321 SCC and art. 13 BGFA are met in an individual case is governed by statute and by the specific involvement; the foregoing contractual obligations apply irrespective of this.

8.5 LEXchat informs the Customer without delay, as a rule within 48 hours of becoming aware, of any breaches of data security affecting Customer Content, and supports the Customer in its notification and information duties. The period runs from LEXchat becoming aware, not from the incident; it leaves the Customer the period under art. 24 FADP or art. 33 GDPR respectively. Details are governed by sec. 9.3 of the DPA.

8.6 Data location.

8.6.1 Principle. The production LEXchat Law platform — application, database and identity management — is operated in Switzerland (Infomaniak Network SA, Geneva). Customer Content is stored permanently there and nowhere else; no permanent storage of Customer Content takes place outside Switzerland. The transient processing under secs. 8.6.2, 8.6.4 and 8.6.5, the log data of operational monitoring under sec. 8.6.3, the decisions uploaded by the Customer under sec. 8.6.6 and the test environment under sec. 8.6.7 are reserved.

8.6.2 Processing outside Switzerland. Outside Switzerland only the following take place: the transient AI processing under sec. 5.4, including the temporary retention for abuse detection reserved by individual AI providers, the operational monitoring under sec. 8.6.3, the transient processing of the search query in the Corpus under secs. 8.6.4 and 8.6.5, and the permanent inclusion in the Corpus holdings of the decisions uploaded by the Customer under sec. 8.6.6. Annex B of the DPA sets out, for each provider, the retention tier, the maximum period, the processing region and the basis of the transfer — it also names the providers that reserve a temporary retention of more than 30 days; sections 6, 7 and 12 of the privacy policy additionally describe scope and recipients. Permanent storage of Customer Content outside Switzerland takes place only in the case of sec. 8.6.6. The processing region for the initial analysis is chosen by the Customer — Switzerland («Swiss», CH.CH) or United States («Global», US.US); the choice is recorded for each analysis, and a provider outside the chosen region receives no Customer Content for that run. The codes follow the head office.processing location notation of Annex B of the DPA, in which every sub-processor is stated with its residency. Which models are used within the chosen region is configured by LEXchat. The transmission of the search query under sec. 8.6.5 takes place irrespective of this choice.

8.6.3 Operational monitoring. As part of operational monitoring, structured log data is transmitted to a provider that processes it within the EEA; the contracting party is established in the USA, and administrative access from there is possible and is safeguarded under sec. 8.1 of the DPA. The company, its seat and the processing region are named in Annex B of the DPA. In normal operation the log data contains no content: what is transmitted are technical identifiers (a matter or assignment identifier and, for authenticated use, a pseudonymous user identifier) and, in respect of the input, only key figures (text length, number of recognised elements, an irreversible checksum). Neither the request text, nor extracts from it, nor the search query derived from it, nor the login name or e-mail address is transmitted. To narrow down a specific error, LEXchat may enable extended logging that also captures content for a limited period; it is switched off again afterwards (sec. 7 of the privacy policy). LEXchat undertakes that this data is used solely for operations and troubleshooting, is deleted after 30 days at the latest, and is not used for the provider's own purposes, for advertising or for the development of models. Passwords, payment data, login name and e-mail address as well as complete matter and document contents are not transmitted. Details and the list of recipients are governed by Annex B of the DPA.

8.6.4 Corpus. The Corpus of laws and decisions and the public website are operated in Germany. The Corpus holdings contain officially published legal sources as well as the decisions uploaded by the Customer under sec. 8.6.6; they contain no account or matter data.

8.6.5 Search query. For the search, a search query is transmitted to the Corpus: the case description prepared under sec. 5.4 in its pseudonymised version — names and other direct identifiers are replaced by placeholders before transmission, and the mapping table remains on the Swiss platform (sec. 2 of the AI Disclosure) — together with the search terms derived from it. This search query is Customer Content, and pseudonymised Customer Content remains personal data (sec. 8.2). Its processing in Germany is transient: it takes place only for the duration of the query, is not stored permanently and is not added to the Corpus holdings. Neither account and matter data nor the analyses produced are transmitted; for decisions uploaded by the Customer, sec. 8.6.6 applies. The basis is the Federal Council's adequacy decision for the EEA; details are governed by Annex B of the DPA.

8.6.6 Decisions uploaded by the Customer. To the extent the Service provides for it, the Customer may upload a court or authority decision as a file so that it is taken into account in the research. A decision so uploaded is permanently included in the Corpus holdings — as a prepared data record together with its vector representation and as the uploaded original file — and is therefore stored in Germany; to that extent sec. 8.6.1 does not apply. The included decision is discoverable by all Customers searching the same body of law; no separation by Customer or by matter takes place.

The Customer decides on the upload (sec. 7.3). It uploads only decisions that are officially published or whose content is subject to no professional, official or business secrecy and to no confidentiality obligation; otherwise the upload is prohibited (sec. 6.3). LEXchat removes an uploaded decision from the Corpus holdings without delay at the Customer's request.

8.6.7 Test and evaluation environment. Accesses expressly designated as test or evaluation accesses may run on a test environment in Germany. No real client-matter, client, personnel, health, criminal-proceedings or other particularly sensitive personal data may be entered in test and evaluation environments. LEXchat marks these environments technically and visually, informs the Customer before releasing them and may, as far as possible, restrict the entry of such data by technical controls. Whether and to what extent test environments are permitted for data processing is governed by the DPA.

9. Availability, maintenance and support

9.1 Availability. LEXchat operates the Service with the care of an expert provider. As a non-binding operational target, LEXchat pursues availability of 99 % per calendar month, measured by the reachability of the production web interface at the handover point to the internet. Announced maintenance under sec. 9.2, emergency maintenance, force majeure under sec. 22, disruptions within the Customer's sphere or its network connection, and disruptions of third-party inputs under sec. 9.4 do not count as unavailability. In the subscription plans no particular availability is assured; there is no entitlement to credits. A binding availability including the method of measurement and credits may be agreed in an individual agreement under sec. 2.1 (a) together with an SLA; the availability agreed there replaces this target value.

9.2 Plannable maintenance is carried out, as far as possible, outside the hours Monday to Friday, 07.00–18.00 (Swiss time), and is announced in advance. Emergency maintenance and security-related interventions are permitted at any time.

9.3 Support. Support is provided by e-mail to contact@lexchat.ch, in German and English, during support hours Monday to Friday, 08.00–18.00 (Swiss time), excluding public holidays at LEXchat's seat. LEXchat replies as a rule within one working day with an initial response — the first substantive reply from a responsible person, not a remedy. Announced business closures extend this time; LEXchat states them in advance in the portal. More extensive support commitments — such as shorter response times, telephone support or a named contact person — exist only to the extent the Services and price overview states them for a plan or an individual agreement together with an SLA provides for them.

Reports received outside support hours are deemed received at the start of the next support hours. Remedy deadlines exist only to the extent an SLA provides for them.

9.4 The Service relies on third-party inputs (hosting, AI providers, network operators). Disruptions and changes at those providers do not constitute a breach of contract to the extent LEXchat is not responsible for them; in such cases LEXchat works towards prompt restoration. Sec. 22 applies to the distinction from force majeure.

10. Changes to the Service

10.1 LEXchat develops the Service continuously and may change functions, models, interfaces and the composition of the Corpus, provided the contractual purpose of the services is preserved.

10.2 LEXchat announces any material curtailment of contractually agreed functions at least 30 days in advance. In that case the Customer may terminate the contract with effect from the date the change takes effect.

10.3 Data protection proviso. Changes of processors, AI providers, processing countries or material data flows are additionally governed by the DPA and prevail over sec. 10.1. LEXchat informs the Customer at least 30 days before a new sub-processor is used productively. The Customer may object on objectively justified grounds relating to data protection, professional law or information security. Where no reasonable solution can be found, the Customer may terminate the affected service extraordinarily with effect from the date of the change; prepaid fees are refunded pro rata. Preservation of the functional purpose of the services under sec. 10.1 is not sufficient for such changes.

10.4 LEXchat announces discontinuation of the Service at least three months in advance. Prepaid fees are refunded pro rata for the unused period.

11. Prices, fair use and Seats

11.1 The prices of the Services and price overview incorporated at contract formation or at the last renewal (sec. 2.1 (d)), or of the individual agreement, apply. All prices are in Swiss francs and exclusive of value added tax and any further levies.

11.2 Unlimited use under fair use. The subscription plans stated in the Services and price overview include the production of Analyses without any quantitative limit. There is no included volume, no price per Analysis and no overage fee; use is neither metered and billed nor blocked upon reaching a value.

Guide value. The guide value for fair use is 40 Analyses per booked Seat and billing month. The individual Analysis counts (sec. 3); follow-up questions and the chat do not count as Analyses. The guide value is tied to the Seat; the Services and price overview may state a different guide value or a different Seat allocation for a plan. The guide value is not a hard stop: exceeding it neither triggers a restriction automatically nor gives rise to an additional fee.

Boost-Credits. The Customer may voluntarily acquire Boost-Credits at the price stated in the Services and price overview. One Boost-Credit raises the guide value by one Analysis. Boost-Credits apply per Customer and are not tied to a Seat. Where use exceeds the guide value in a billing month, available Boost-Credits are consumed to the extent of the excess; where no Boost-Credits are available, the following paragraphs apply unchanged. There is no obligation to acquire them; use of the Service does not require any Boost-Credit. Boost-Credits fall due for payment on acquisition. Boost-Credits acquired do not expire during the term of the contract; on termination of the contract, unconsumed Boost-Credits expire without refund. Unconsumed Boost-Credits are refunded, however, where the termination rests on sec. 10.3, 10.4, 23.2 or 24.2, or is otherwise attributable to LEXchat.

What is no longer fair use. Automated mass use, load tests, resale, the use of one Seat by several persons (sec. 6.2) and any use that materially exceeds ordinary professional use or endangers the stability of the Service are not permitted. Before imposing a restriction, LEXchat informs the Customer, identifies the use objected to and offers an appropriate adjustment of the number of Seats or the acquisition of Boost-Credits; suspension under sec. 14 remains reserved only in the event of an acute threat to operations.

Intended purpose of the subscription plans. The subscription plans are intended for handling a Firm's own client matters, or those of a comparable professional organisation. Sec. 11.4 applies to the serial handling of cases of a large number of claimants — in particular in the legal-expenses insurance, association or insurance business.

11.3 Seats. The subscription plans are concluded per Seat; the number and price of Seats follow from the Services and price overview and the activation. Where the Services and price overview states included Seats or prices for additional Seats for a plan, those apply. If the Customer changes the number of Seats or the plan during an ongoing billing period, the fee for that period is calculated pro rata by days. LEXchat shows the booked Seats and the balance of the Customer's Boost-Credits to the Customer in the portal.

11.4 Individual agreements. For larger organisations and for the serial handling of cases of a large number of claimants, the parties conclude an individual agreement under sec. 2.1 (a). The scope of services, prices and volumes — including any preceding, paid case package to measure the hit rate — are governed by that individual agreement. Even without a fixed quantitative limit on Analyses, automated mass use, load tests, resale and any use that materially exceeds the agreed use or endangers the stability of the Service are not permitted. Before imposing a restriction, LEXchat informs the Customer, identifies the use objected to and offers an appropriate adjustment of the agreement; suspension under sec. 14 remains reserved only in the event of an acute threat to operations.

11.5 Pilot programme. Reference customers receive a discount of 50 % for six months in return for permission to use their logo and participation in a case study (sec. 21). The minimum term is three months; thereafter the access is terminable monthly under sec. 13.1. The discount applies for at most six months from activation; if the reference approval is withdrawn early, it ceases for the remaining discount period.

12. Payment, default and price changes

12.1 Fees are payable monthly in advance. Where annual payment is agreed, they are payable twelve months in advance and amount to ten monthly fees (two months free). Payment is made by card via the payment service provider Stripe (Stripe Payments Europe Ltd., Dublin, Ireland) or, where agreed, against invoice with a payment period of 30 days. Card data is captured directly by Stripe; LEXchat does not receive a full card number.

12.2 In the event of default in payment, default interest of 5 % per annum is owed (art. 104 CO, Code of Obligations). After an unsuccessful reminder with a grace period of ten days, LEXchat may suspend access under sec. 14.

12.3 Where notice is given during a current billing period, fees already paid are not refunded. Sec. 10.3, sec. 10.4, sec. 23.2 (objection to an amendment of these GTC) and extraordinary termination by the Customer for good cause attributable to LEXchat are reserved; in those cases a pro rata refund is made.

12.4 LEXchat announces price changes at least 30 days in advance; they take effect with the next renewal. The Customer may terminate the contract with effect from that date.

12.5 Set-off against counterclaims is permitted only to the extent those claims are undisputed or have been finally determined.

13. Term and termination

13.1 The subscription plans are concluded for one month and renew automatically for one further month at a time. Where annual payment is agreed (sec. 12.1), the term is twelve months and renews automatically for twelve months at a time. They may be terminated at any time with effect from the end of the current billing period — in the portal or in text form to contact@lexchat.ch.

13.2 Pilot accesses under sec. 11.5 have a minimum term of three months and continue thereafter on a monthly basis under sec. 13.1.

13.3 Individual agreements under sec. 2.1 (a) are governed by their own term provisions; absent any deviating arrangement, the minimum term is twelve months with renewal for twelve months at a time and a notice period of three months.

13.4 Either party may terminate the contract without notice period for good cause, in particular in the event of a material breach of contract that is not remedied within 30 days despite a written reminder, in the event of substantial default in payment, or upon the opening of insolvency proceedings against a party.

14. Suspension of access

14.1 LEXchat may suspend access in whole or in part where (a) there is a security risk to the Service or to third parties, (b) the use is unlawful or breaches sec. 6, (c) the Customer remains in default of payment after a reminder, or (d) an order of an authority or a court so requires.

14.2 LEXchat announces a suspension in advance as far as possible and reasonable, limits it to what is necessary and lifts it as soon as the ground has ceased to exist.

14.3 Where the Customer is responsible for the suspension, the fees remain owed for the duration of the suspension.

15. Consequences of termination

15.1 Read and export mode. On termination of the contract, the right of use under sec. 6.1 for productive use ends and the Service is placed in an exclusive read and export mode. New Analyses and changes to Customer Content are no longer possible from that point.

15.2 Export. The Customer may export its Customer Content in the read and export mode for 30 days after termination of the contract in a common, structured format. The export comprises the sets of facts entered, the Analyses produced including their source references and the associated matter metadata; it is provided in JSON format (UTF-8). The Service does not currently provide for the upload of the Customer's own matter documents; if it does so at the time of termination, the export additionally comprises such documents in their original format within an archive (ZIP), in addition to the JSON file.

15.3 Deactivation and deletion. After expiry of the export period, access is deactivated. LEXchat deletes the Customer Content in the production environment within a further 30 days, unless a statutory retention duty applies; data affected by such a duty is blocked for its duration and not processed further. In backup copies the data persists longer: under sec. 10.6 of the DPA, deleted Customer Content is neither restored nor processed further from backups, but is finally erased there only on expiry of the retention periods under Annex A.3 of the DPA — twelve months at most, plus 30 days for erasure. Accounting-relevant data is retained for ten years. On request LEXchat confirms the deletion in text form.

15.4 The following survive termination: sec. 8.4 (professional secrecy), sec. 16 (intellectual property), sec. 18 (liability), sec. 19 (indemnification), sec. 20 (confidentiality) and sec. 24 (final provisions).

16. Intellectual property and rights in the Analyses

16.1 The software, Corpus, models, preparation logic, trade marks and signs of the Service belong to LEXchat or its licensors. The contract transfers no intellectual property rights.

16.2 Rights in the Analyses. To the extent rights of LEXchat arise in an Analysis or in individual parts of it, LEXchat grants the Customer a right of use in them that is unlimited in time, territory and subject matter, transferable and sublicensable, for professional purposes — including the right to edit the Analysis and to use its contents vis-à-vis clients, authorities and courts without naming LEXchat. The right of use extends to the contents of the Analysis; the transmission of the Analysis unchanged as a standalone document is not covered by it (sec. 7.1). LEXchat derives no claims of its own against the Customer from the Analyses. Third-party rights and the terms of official sources under sec. 16.4 are reserved; this does not constitute an assurance that every model output is free of third-party rights. Such use does not release the Customer from the duty to review under sec. 7.1.

16.3 Analyses are not exclusive: comparable requests by other Customers may lead to identical or similar results. There is no entitlement to exclusivity.

16.4 Official legal sources (statutory texts, court decisions) are subject to the terms of the respective official source. What is protected is the preparation: the structure, cross-referencing, enrichment and embeddings of the Corpus.

16.5 Where the Customer submits suggestions for improvement or error reports, LEXchat may use them free of charge and without restriction to develop the Service further. Customer Content does not count as a suggestion for improvement.

16.6 Indemnification for intellectual property rights. If a third party asserts that the contractual use of the Service infringes its intellectual property rights, LEXchat defends the Customer at its own expense, provided the Customer informs LEXchat without delay, leaves the conduct of the proceedings to LEXchat and cooperates appropriately. LEXchat may modify the Service, replace it with an equivalent, or terminate the contract with a pro rata refund. This indemnification is subject to the limitation of liability under sec. 18.3.

17. Warranty

17.1 The Service is provided in the condition available from time to time ("as is"). To the extent permitted by law, warranties and assurances are excluded, in particular as to substantive accuracy, completeness, currency, fitness for a particular purpose, uninterrupted or error-free availability and the freedom from error of the language models used.

17.2 In particular, LEXchat does not warrant that an Analysis captures all relevant norms and decisions, that it leads to a particular legal outcome, or that its use leads to success in proceedings.

17.3 Errors must be reported in a comprehensible manner. LEXchat remedies reported errors within a reasonable period; subsequent performance is the primary remedy. Rescission and price reduction remain excluded to the extent permitted by law.

18. Liability

18.1 LEXchat is liable for damage arising from the contractual relationship only where fault is proven. It is liable for auxiliary persons to the same extent as for its own conduct (art. 101 CO). The following limitations apply in all other respects.

18.2 Excluded types of damage. To the extent permitted by law, liability for indirect and consequential damage is excluded, in particular for lost profit, savings not realised, business interruption, costs of procuring a substitute, damage to reputation and goodwill, damage arising from missed deadlines, and third-party claims, including claims of the Customer's clients. Loss of or damage to data is governed by sec. 18.6.

18.3 Monetary cap. LEXchat's liability is limited in the aggregate — across all incidents occurring in a contract year — to the fees the Customer paid for the affected service in the six months before the event causing the damage, exclusive of value added tax. Where the contract had been in place for less than six months at that time, the fees actually paid are decisive. Where the Service is provided free of charge, liability is limited to CHF 500.

18.4 Mandatory exceptions. The limitations and exclusions of liability under this contract — in particular those under sec. 17, 18.2, 18.3, 18.5 and 18.6 and the indemnification under sec. 19, to the extent it would relieve LEXchat of its own liability — do not apply in the case of unlawful intent or gross negligence on the part of LEXchat (art. 100(1) CO), in the case of personal injury, or to the extent mandatory statutory liability exists. These exceptions cannot be contracted out of.

18.5 AI results. LEXchat is not liable for the substantive accuracy, completeness, currency or legal usability of an Analysis. Damage arising from an Analysis having been used without the review under sec. 7.1 is borne by the Customer itself; such conduct is deemed contributory fault within the meaning of art. 44 CO.

18.6 Data loss. The Customer remains responsible for its record keeping, deadline control and backup copies (sec. 7.4). Where LEXchat culpably causes the loss of or damage to Customer Content, it is liable, within the scope of sec. 18.3, for the direct, reasonable costs of restoring that data from existing data sets or backups. Further consequences of a data loss — in particular damage arising from missed deadlines — remain excluded under sec. 18.2. Sec. 18.4 remains reserved.

18.7 Notification of claims. Claims must be notified in text form without unreasonable delay after knowledge of the damage and its cause. Late notification reduces the claim only to the extent LEXchat proves that the delay materially impaired mitigation of the damage or the establishment of the facts. Mandatory statutory limitation and forfeiture periods remain unaffected.

19. Indemnification by the Customer

19.1 The Customer indemnifies LEXchat against third-party claims — in particular those of its clients and of opposing parties — that arise because (a) an Analysis was used without the review under sec. 7.1, (b) Customer Content was entered in breach of third-party rights or of data protection obligations, or (c) the Service was used contrary to sec. 6.

19.2 Limits of the indemnification. The indemnification does not cover administrative fines, criminal fines or other public-law sanctions, to the extent assuming them is precluded by law or the sanction is based on LEXchat's own breach or fault. Nor does it apply to the extent LEXchat contributed to causing the circumstance asserted; each party bears the consequences of its own breaches of duty. In all other respects the indemnification covers reasonable procedural and legal costs.

19.3 LEXchat informs the Customer without delay of any such claim, cooperates in the defence and does not acknowledge a claim without the Customer's consent.

20. Confidentiality

20.1 Both parties treat the other party's confidential information as confidential and use it only to perform the contract. The obligation applies for the term of the contract and for five years thereafter.

20.2 Without any time limit, confidentiality applies to client-matter information, personal data, trade secrets, information on the security architecture, source code, credentials and all further information whose confidential character persists beyond the period under sec. 20.1. Professional secrecy under sec. 8.4 applies without time limit.

20.3 Excepted is information that is publicly known, lawfully obtained from third parties or independently developed, as well as disclosures made on the basis of a statutory duty or an order of an authority; in that case the disclosing party informs the other in advance, to the extent permitted.

21. Reference use

21.1 LEXchat names the Customer as a reference or uses its logo only with prior consent in text form. In the pilot programme under sec. 11.5 this consent forms part of the contract.

21.2 Consent may be withdrawn at any time with effect for the future; sec. 11.5 is reserved.

21.3 References and case studies contain no client-matter or client data. Case studies are submitted to the Customer for approval before publication.

22. Force majeure

22.1 Neither party is liable for failure to perform obligations caused by events beyond its reasonable control, in particular natural events, war, terrorism, orders of authorities, labour disputes, epidemics, and widespread disruptions of power, telecommunications or cloud infrastructure.

22.2 Sub-contractors. Disruptions at sub-contractors and at providers engaged — including an AI provider used — count as force majeure only to the extent they lie beyond LEXchat's reasonable control and could not have been prevented or materially reduced by appropriate provider selection, redundancy, fallback and restart measures. The selection and architecture of the providers engaged otherwise fall within LEXchat's sphere of performance.

22.3 The affected party informs the other without delay. If the event lasts longer than 60 days, either party may terminate the contract with immediate effect.

23. Changes to these GTC

23.1 LEXchat may amend these GTC, in particular where the Service, the providers used or the legal framework change. The amendment is communicated by e-mail or in the portal at least 30 days before it takes effect.

23.2 Subject to sec. 23.3: if the Customer objects within that period, the objection is deemed to be notice of termination with effect from the date the amendment takes effect.

23.3 Limits of amendment without express consent. Only amendments that do not materially disadvantage the Customer can take effect without its express consent; in particular they must not materially alter the scope of services, the use of data, liability, fees, the term or rights of termination. In the case of such amendments, the amended GTC are deemed accepted absent objection and upon continued use of the Service. All other amendments require express consent or take effect only with the next renewal of the contract. Sec. 10.3 and the requirements of the DPA additionally apply to amendments of the DPA, of the sub-processors and of the processing locations.

23.4 For individual agreements under sec. 2.1 (a) in force, amendments take effect only with the next renewal, unless the individual agreement provides otherwise.

24. Final provisions

24.1 The Customer may transfer the contract to third parties only with LEXchat's prior consent.

24.2 Transfer by LEXchat. LEXchat may transfer the contract in the context of a restructuring or of a transfer of the business unit concerned. LEXchat informs the Customer at least 30 days in advance. The transfer must not reduce the agreed level of data protection, security and confidentiality. Where the transfer is to a recipient domiciled outside Switzerland, or where it materially worsens that level, the Customer may terminate the contract extraordinarily with effect from the date of the transfer; prepaid fees are refunded pro rata.

24.3 LEXchat may engage sub-contractors; for processors, the requirements of the DPA under sec. 8.3 and sec. 10.3 apply.

24.4 Notices are given in text form to the Customer's e-mail address held in the account or to contact@lexchat.ch.

24.5 A party's waiver of the enforcement of a right in an individual case does not constitute a waiver for future cases.

24.6 If a provision of these GTC is invalid or unenforceable, the remaining provisions remain valid. The invalid provision is replaced by a permissible one that comes closest to the purpose pursued; in that case the limitation of liability under sec. 18.3 applies to the maximum permissible extent.

24.7 The contractual relationship is governed by Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

24.8 The exclusive place of jurisdiction is the ordinary courts at LEXchat's seat, Canton of Schaffhausen (Switzerland), subject to mandatory places of jurisdiction.

24.9 The German version of these GTC is authoritative. The French, Italian and English versions are translations; in the event of discrepancy, the German text prevails.

v1.1 — as at 21 September 2026