Terms of Service

1. General and Scope of Application

1.1 Langdock GmbH, Greifswalder Straße 212, 10405 Berlin ("Langdock") is the provider of the AI productivity Platform Langdock ("Platform "), an interactive chat assistant that allows companies of all sizes ("Customer/s") to use Large Language Models (such as GPT-4, Llama or Claude, individually "LLM", collectively "LLMs") and manage content.

1.2 These General Terms of Use (Terms of Use) apply to the use of the "Langdock" Platform, if the subscription is made via the Langdock website.

1.3 Langdock's offer is targeted solely at business Customers and not at consumers. A consumer within the meaning of these Terms of Use is any natural person who enters into a legal transaction for a purpose that is predominantly outside his trade, business or profession. By using the services, the Customer declares that they act as a business and not a consumer. The use of the Platform by consumers is not permitted.

1.4 Agreements on special services or service categories shall become part of the contract with the Customer and shall take precedence in the event of a conflict with these Terms of Use.

1.5 General terms and conditions of the Customer, if any, are explicitly excluded. Deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if and as far as Langdock has expressly agreed to their application in writing. Such consent requirement applies in any case, e.g. also in case Langdock unconditionally accepts the Customer's payments or unconditionally renders the service in full knowledge of the Customer's general terms and conditions.

2. Subject Matter of the Contract and Basic Functionalities of the Platform

2.1 The Platform bundles access to various LLMs. The Customer can define the LLMs approved for use in their workspace from the LLMs available in each case (the LLMs available at the time of conclusion of this User Agreement are shown in Appendix "LLMs") and choose between LLMs hosted in the European Union and LLMs hosted in other regions. Customers can use their own API keys for LLMs. The Platform transmits the Customer’s requests ("Prompt/s") to the selected LLM and the generated responses by the LLM ("Output") to the Customer. The Platform also includes functions for document management and collaboration within an organizational structure.

2.2 The Customer may integrate systems (e.g. document management and communication systems) of Third Party Providers (e.g. Confluence, Slack, Google Drive) together "Third Party Tools") in their Workspace. Third Party Tools are provided by the respective Third Party Provider under their contractual terms; Langdock is not responsible for Third Party Tools, as well as their availability and functionality and excludes any liability for Third Party Tools. The individual functionalities and system requirements of the Platform are set out in the description valid at the time the order is placed.

2.3 The Customer may submit search queries via the Platform to receive a response generated using an LLM based on the results of a web search (" Web Modus").

2.4 SaaS and dedicated hosting: Langdock provides the Platform to the Customer as a technical infrastructure. The Customer's data is stored on servers in the European Union, unless otherwise agreed. Langdock provides the Platform on servers at the access point of Langdock's data center ("Service Delivery Point"). In order to use the Platform, the Customer is required to have their own access to the internet and to use this access to access the Platform at the Service Delivery Point.

2.5 Self-Managed Hosting: Langdock provides the Customer with access to Langdock's container registry containing the container images required to install and run the Platform on the Customer's system. The Customer may not share access with unauthorized third parties or allow such third parties access. Langdock is not responsible for installation on the Customer's system. The Customer may only use the container images for the installation and execution of the Platform in accordance with this Agreement. The Customer has access to the container images for the duration of the Agreement.

2.6 The LLMs are operated by Third-Party Providers ("LLM Providers") under their sole responsibility. The LLMs can be used via the Platform to the extent to which the respective LLM provider makes the services available. Langdock has no influence on the technical design, or the scope of the services provided by the LLM providers and assumes no guarantee for a specific scope of functions. The LLM providers may change or discontinue the scope of their services at any time and thus also prevent Langdock from providing its services. Langdock is not liable to the Customer for service restrictions caused by changes made by the LLM providers.

2.7 If a change in the scope of functions of one or more LLMs or a not only temporary restriction or unavailability of one or more LLMs renders a continuation of the Agreement unreasonable for the Customer, taking into account the extent and duration of the impairment, the significance for the Customer, the term of the Agreement and the agreed remuneration, the Customer may terminate the User Agreement for good cause with a notice period of (i) 7 days in the case of a monthly Agreement and (ii) 30 days in the case of an annual Agreement. In this case, the Customer shall only owe the recurring remuneration pro rata for the term of the contract up to the date of termination. One-off payments will not be reimbursed. This right of termination shall not apply if the Customer itself is a contractual partner of the respective LLM provider and the Customer 's ability to use the service ceases or is restricted due to a termination by the Customer or a termination or other measure by the LLM provider for which the Customer is responsible.

2.8 Langdock shall only be obliged to modify or adapt the Platform if such modification or adaptation is necessary to maintain the Platform in accordance with the state of the art. Otherwise, Langdock shall only be obliged to modify, adapt and further develop the Platform when this is specifically agreed between the Parties.

3. Registration and Creation of a Customer Account

3.1 To access the Platform's services, the Customer must register and create a customer account.

3.2 The Customer guarantees that all information provided by them during registration is correct and complete. In the event of subsequent changes, the information stored in the user account, in particular address, payment and contact data, must always be kept up to date.

3.3 The Customer shall ensure that their access data is kept secret and not disclosed to third parties. Employees of the Customer and other users authorized by the Customer who are permitted to use the Platform and for whom the Customer has a license shall not be considered third parties.

3.4 No customer account is required to use the Platform as part of Self-Managed Hosting.

4. Free Trial and Pilot Period

4.1 The Customer may use the Platform free of charge for a period of one week with a limited scope of functions ("Trial Period"). Upon expiry of the Trial Period, the right of use ends automatically without the need for termination unless the Customer enters into a contract for the fee-based use of the Platform.

4.2 If Langdock and the Customer have agreed on a fee-based Trial Period ("Pilot Period"), the Customer is entitled to use the Platform for the duration of the Pilot Period within the agreed scope of use and the option of adding scope and functional extensions in compliance with these terms of use. Upon expiry of the Pilot Period, the right of use ends automatically without the need for termination unless the Customer enters into a contract for the fee-based use of the Platform. During the Pilot Period, termination for convenience is excluded for both Parties. The right to termination for cause remains unaffected.

5. Conclusion of Contract

The presentation of the platform on our website does not constitute a binding offer. By clicking on the button "Subscribe with payment”, the customer places a binding order for the features selected. The contract is concluded upon confirmation of the order by Langdock. The deadline for acceptance is five days. If Langdock does not accept the customer's offer within this period, the customer is no longer bound by his offer.

6. Availability of the Platform, Bug Fixing

6.1 The platform is available on average 99% of the calendar month.

6.2 Unavailability shall mean that the Platform is not available in its entirety due to circumstances for which Langdock is responsible. Unavailability does not exist if the platform is not available due to circumstances for which Langdock is not responsible, in particular due to force majeure (in particular war and warlike conditions, natural disasters, epidemics and pandemics), incorrect operation by the Customer or use by the Customer in breach of contract or due to scheduled maintenance times in accordance with Section 6.3.

6.3 Langdock may temporarily restrict access to the Platform in order to carry out maintenance work. Langdock will notify the Customer of planned maintenance times at least 7 days in advance. Scheduled maintenance times, which are not taken into account when determining availability, may be carried out on Saturdays and Sundays from 0:00 to 7:00. The total duration of planned maintenance times may not exceed 24 hours per month.

6.4 If the Platform has an error or malfunction, the Customer shall immediately notify Langdock thereof in writing, providing a precise description of the facts and all information necessary to rectify the error ("Error and Malfunction Reports"). Langdock will respond within one working day (the "Response Time") to duly submitted Error and Malfunction Reports by the Customer with qualified information on the causes of the error and the measures taken and to be taken to rectify the error. The Response Time does not apply to minor errors and faults.

6.5 An error or malfunction shall be deemed to exist if the Platform does not have the contractually agreed functionalities to the extent that such failure is the responsibility of Langdock.

6.6 This Section 6 shall not apply to the availability of the LLMs. Langdock does not guarantee a certain availability of the LLMs and assumes no liability in this respect.

6.7 This Section 6 shall not apply if the Parties have agreed on Self-Managed Hosting.

7. Rights of Use to the Platform

7.1 Langdock grants the Customer the time-limited, revocable, non-exclusive and non-transferable right to use the Platform to the contractually agreed extent. The right of use expires at the latest upon termination of the Agreement.

7.2 The Customer may only use the Platform for their own business activities. The Platform may only be used to the agreed extent.

7.3 The Customer is not entitled to rent, lease, lend, reproduce, resell or otherwise distribute or pass on the Platform or access to the Platform; to use the Platform to develop their own services that have the same or essentially the same functionalities; to activate and/or use functionalities of the Platform for which Customer has not been granted rights of use; to transfer the rights of use to the Platform to third parties or to grant third parties access to the Platform without Langdock's consent; to modify, translate, reproduce, decompile or examine the source code of the Platform , algorithms or other program components, except to the extent permitted by law pursuant to Section 69d or Section 69e of the German Copyright Act (Urheberrechtsgesetz, UrhG); to remove, circumvent, decrypt or otherwise modify the functions associated with the Platform for managing digital rights or for copy protection or other technologies that serve to control access to the Platform; to remove, obscure or modify legal notices, in particular those relating to Langdock's intellectual property rights.

8. Duties and Responsibility of the Customer

8.1 If the Customer uses the Platform as part of SaaS or Dedicated Hosting, the Customer grants Langdock the non-exclusive right to use the content provided by the Customer (including any content created using the Platform, e.g. as part of image generation), in particular communication content (including Prompts, photographs, images, graphics, videos, files, documents, logos and signs, texts, together "Customer Content") during the term of the Agreement to the extent necessary for the fulfillment of the Agreement, in particular to reproduce, edit and transmit such Customer Content, in particular to LLM providers selected by the Customer. The Customer guarantees that the Customer has the necessary rights and/or consents to provide the Customer Content to Langdock for the purpose of fulfilling the User Agreement. Langdock shall not acquire any further rights to the Customer content. The Customer remains the sole owner of all rights to the Customer Content provided and/or created by the Customer; the Customer shall be solely responsible for the use of such content.

8.2 The Customer may only store on the Platform or transmit via the Platform such Customer Content (i) which Customer is entitled to use to the extent necessary for the performance of the Agreement, (ii) which does not infringe the rights of third parties (in particular trademark rights, copyrights and other intellectual property rights as well as personal rights) and (iii) which does not contain any illegal, violent, racist, discriminatory or pornographic content. This shall also apply to the content of websites that the Customer uses in connection with Website Integration.

8.3 The customer is not permitted to (i) apply scraping or similar techniques to collect, use for other purposes, republish, or otherwise exploit content, (ii) use techniques or automated services aimed at distorting user activity, such as bots, botnets, scripts, apps, plugins, extensions, or other automated means for account creation, content playback, message sending, or performing similar actions, or (iii) use the Platform’s functions within systems that are considered high-risk systems in accordance with Art. 6 of the AI Act, (EU) 2024/1689.

8.4 The number of Prompts per user is limited within a certain time frame to ensure reliability and availability of the platform. Our Fair Usage Policy regulates which limits apply to which models.

8.5 Additional requirements of the respective LLM provider may apply to the use of individual LLMs:

• Microsoft Azure
  Code of Conduct: Link
• Acceptable Use Policy: Link
• Amazon Bedrock
  Acceptable Use Policy: Link
• Google Cloud Platform
  Use Policy: Link
• OpenAI
  Usage Policies: Link

The Customer shall be responsible for compliance with these conditions. Langdock points out that violations of these terms and conditions may lead to exclusion from or restriction of the use of LLMs. Langdock shall not be liable for any restrictions of Langdock's services resulting from a breach by the Customer of the terms and conditions of an LLM provider.

8.6 The Customer shall indemnify Langdock upon first request against all claims asserted against Langdock by third parties (including LLM providers) due to (i) the use of the Customer Content by Langdock or the Customer and (ii) due to the use of the Platform by the Customer, unless these claims are based on intentional or grossly negligent conduct by Langdock. This also includes the costs of a reasonable legal defense in accordance with the German Lawyer’s Compensation Act (Rechtsanwaltsvergütungsgesetz, RVG).

8.7 The Customer shall be responsible for independently creating backup copies of the Customer Content.

8.8 The Customer shall take appropriate measures to prevent third parties from unauthorized access to the Platform made available to the Customer.

9. Remuneration and Payment Terms

9.1 The fee amount is based on the selected term, the number of users and, with regard to functions that are charged on a usage basis, the actual extent of use. The agreed fee, including any usage-based remuneration for API calls, is due for payment at the beginning of the respective billing period. Invoices are payable within 14 days of invoicing. Customers using LLMs with their own API keys and on the basis of their own contracts with the respective providers shall pay the remuneration agreed with the respective provider directly to the provider.

9.2 All amounts are in EUR and without tax. If and to the extent that usage-based costs are invoiced to Langdock by the respective LLM-provider in USD (or any other foreign currency), such costs will be charged to the user based on the daily exchange rate of the European Central Bank on the last day of the month or, as applicable, the last day of the billing period.

9.3 The Customer may add or remove additional features (so-called add-ons) at any time during the term of the Agreement. Additional add-ons are billed from the following billing period of the addition. If an add-on is added during a month, the license fee for the respective month will be charged pro rata. Any discounts granted for annual subscriptions also apply to add-ons purchased at a later date that are not charged on a usage basis.

9.4 Unless otherwise agreed, invoices shall be issued to the Customer in electronic form (e.g. by e-mail).

9.5 The Customer may only offset undisputed or legally established claims, unless the claims are reciprocal.

9.6 Langdock is entitled to adjust the remuneration to be paid by the Customer under this User Agreement at Langdock's reasonable discretion to reflect the development of Langdock's costs as relevant for the price calculation. Such adjustment of remuneration may result in a price increase or price reduction. In particular, the costs charged by the LLM providers, administrative costs, costs of maintaining and operating Langdock's IT infrastructure, general costs (sales and marketing costs, personnel costs, rent, external service providers) as well as financing costs, taxes, fees and other charges shall be considered relevant for the calculation of Langdock's total costs. Cost increases and cost reductions are to be taken into account by Langdock with equal effect on the price. All price changes shall be communicated to the Customer by e-mail and shall come into effect at the earliest 30 days after such notification by Langdock. In the case that Langdock increases the remuneration by more than 10%, the Customer shall be entitled to terminate the User Agreement for cause with a notice period of four weeks from receipt of the notification of increase.

10. Warranty

10.1 Sections 536 et seq. of the German Civil Code (Bürgerliches Gesetzbuch, BGB) apply to defects in the Platform. Strict liability for initial defects pursuant to Section 536a German Civil Code is excluded. The Customer shall notify Langdock immediately in writing of any defects.

10.2 Defects shall be remedied at Langdock's discretion either by repair or replacement free of charge.

10.3 The Customer may only terminate the Agreement pursuant to Section 543 (2) sentence 1 no. 1 BGB for failure to grant use in accordance with the Agreement if Langdock has been given sufficient opportunity to remedy the defect and such remedy has failed.

10.4 Langdock does not assume any warranty for the Customer's internet access, in particular for the availability and dimensioning of such internet access. Langdock also assumes no warranty for the Customer's systems on which the Platform is executed.

10.5 Langdock has no influence on the completeness and accuracy of the Outputs generated by LLMs and assumes no warranty in this respect. Langdock expressly advises the Customer not to rely on the accuracy of the content of the Outputs without verification. Outputs that appear correct due to their level of detail or specificity may also contain material inaccuracies. Similarly, Outputs may not contain the most current or complete information. Events or changes in the underlying facts that occurred after the training of the respective LLM are not taken into account by the LLM and may not be reflected in the Output. The provisions of this Section 10.5 shall apply accordingly to the responses generated when using Web Modus.

10.6 The Customer is not entitled to claim a payment reduction by independently abating the amount of the reduction from the current remuneration. This shall not affect the Customer 's claims under the law of unjust enrichment to reclaim the part of the remuneration paid in excess due to a justified reduction.

11. Liability and Compensation

11.1 Langdock shall be liable in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.

11.2 In other cases, Langdock shall only be liable - unless otherwise provided in Section 11.3 - in the event of a breach of a contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the Customer may regularly rely (so-called Cardinal Obligation), limited however to compensation for foreseeable and typical damage. In all other cases, liability is excluded subject to the provision in Section 11.3.

11.3 Langdock's liability for damages resulting from injury to life, body or health and under the German Product Liability Act (Produkthaftungsgesetz, ProdHaftG) shall remain unaffected by the above limitations and exclusions of liability.

11.4 Insofar as liability is excluded under these provisions, this shall also apply to the liability of Langdock's executive bodies and vicarious agents, in particular employees.

11.5 The limitation period for claims for damages by the Customer against Langdock shall be one year, except in the cases of Sections 11.1 and 11.3.

11.6 In the event of damage caused to the Customer by the conduct of an LLM provider, Langdock's liability shall be limited to the assignment of Langdock's claims against the respective LLM, insofar as such providers terms and sage conditions (as shown in Appendix "LLMs") allow for such assignment. This does not apply if the Customer itself is a contractual partner of the respective LLM provider. In this case, any liability of Langdock for such damages is excluded.

12. Suspending Access to the Platform, Deletion of Content

12.1 Langdock may, at its own discretion, temporarily or permanently suspend the Customer's access to the Platform as a whole or to individual sections in case there are concrete indications of a breach or breach by the Customer of these User Agreement and/or applicable law, or if Langdock has any other legitimate interest in suspending access. When considering suspension, the legitimate interests of the Customer will be duly taken into account. If the Customer despite notification repeatedly violates these User Agreement, Langdock reserves the right to suspend access permanently.

12.2 In the event of temporary or permanent suspension, the access authorization will be blocked, and the Customer will be notified by e-mail.

12.3 In the event of temporary suspension, access authorization will be reactivated after the suspension period has expired or the reason for suspension has finally ceased to apply, and the Customer will be notified by e-mail. Permanently blocked access authorization cannot be restored. Permanently suspended persons are permanently excluded from using the Platform and may not register again. If the Customer is permanently suspended, Langdock is entitled to terminate the contractual relationship for cause.

12.4 Langdock is entitled to delete content that does not comply with the conditions of Section 8 if the Customer does not delete such content within a reasonable period of time despite a request from Langdock.

13. Term; Termination of Access

13.1 The Customer is permitted to use the Platform for the duration of the contract term.

13.2 Unless a different minimum contract term has been agreed, the contract term is one month ("Basic Term"). After expiry of the Basic Term, the User Agreement shall be extended by a further month in each case if it is not terminated by one of the Parties at least 7 days prior to expiry of the Basic Term or the extended term. A User Agreement with a term of one year shall be extended by a further 12 months in each case if the User Agreement is not terminated by one of the Parties at least 30 days prior to the end of the initial contract term or the extended term. Add-ons can be subscribed to at any time, with a minimum term of one month. For users who have opted for a contract with a minimum term of one year, add-ons will be subscribed to for the respective remaining duration of the contract.

13.3 The right of both Parties to terminate without notice for good cause remains unaffected. In particular, Langdock has the right to terminate the Agreement without notice for good cause in the following cases: (i) the Customer becomes insolvent or over-indebted; (ii) a motion is filed to open insolvency proceedings against the Customer 's assets (whereby the provision of Section 112 of the German Insolvency Code (Insolvenzordnung, InsO) shall remain unaffected), or (iii) the Customer is in default of payment of the agreed remuneration or a not insignificant part thereof for two consecutive months or is in default of payment of the current remuneration for a period extending over more than two months in an amount equal to the current remuneration to be paid for two months.

13.4 Notice of termination must be given in writing (by post or e-mail).

13.5 After expiry of the contract term, the Customer will no longer be able to access the Platform and the User Content - subject to an extension of the Agreement or the conclusion of a new User Agreement - will be deleted from the Platform.

13.6 If the Platform has been provided to the Customer by means of Self-Managed Hosting, the Customer shall upon expiry of the contract term (i) immediately cease using the Platform (ii) completely and permanently delete the Platform and all program copies (including the Backup Copy) from their systems and (iii) return any other materials and documents provided by Langdock to Langdock at the Customer’s own expense.

13.7 Any use of the Platform after the end of the contract term is not permitted.

14. Regulations

14.1 To the extent Langdock processes personal data for the Customer in order to provide the contractual services, Langdock is a processor within the meaning of Art. 28 of the General Data Protection Regulation (GDPR) and the Parties shall conclude the additional agreement on contract data processing upon conclusion of this User Agreement.

14.2 If and insofar as the Customer falls under the scope of Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector (“DORA” or “Regulation”), the supplementary agreement DORA to Langdock's Terms of Use shall additionally apply. The Parties shall conclude the supplementary agreement DORA upon conclusion of this User Agreement.

15. Confidentiality

15.1 "Confidential Information" within the meaning of this Agreement is any information (whether written, electronic, oral, digitally embodied or in any other form) disclosed to one Party by the other Party (or an affiliated company within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz, AktG). This includes in particular

• trade secrets, products, software, including individual components, source code, manufacturing processes, algorithms, know-how, inventions, business relationships, business strategies, business plans, price lists and conditions:
• documents and information that are protected by technical and/or organizational measures and are marked as confidential or are to be regarded as confidential due to the nature of the information or the circumstances of transmission.

15.2 Not Confidential Information is information,

• which has been known or generally accessible to the public or the other Party prior to the disclosure or which becomes generally accessible at a later date without breach of a confidentiality obligation;
• which is disclosed to a Party by an authorized third party without breach of a confidentiality obligation.

15.3 The Parties undertake to

• to treat Confidential Information as strictly confidential and to use it only for the purpose of this User Agreement;
• to disclose Confidential Information only to those representatives whose knowledge is absolutely necessary and who will be bound by the content of this confidentiality agreement;
• protect Confidential Information against unauthorized access by third parties through appropriate confidentiality measures;
• at the request of the other Party or without a request, at the latest upon termination of the User Agreement, to return all Confidential Information (including any copies) to the other Party at their own expense within ten days of receipt of the request or termination of the User Agreement, or to destroy it, provided that there are no statutory retention obligations to the contrary. With regard to the deletion of copies of the Platform, the provisions in Section 13.6 shall take precedence.

15.4 If Confidential Information does not meet the requirements of a trade secret within the meaning of the Trade Secrets Act, such information shall nevertheless be subject to the confidentiality obligations under this Section.

15.5 The confidentiality obligations pursuant to this Section shall continue to apply even after termination of the User Agreement.

16. Changes to the Services and Terms of Use

16.1 Langdock reserves the right to amend the services offered and these Terms of Use. Amendments are permissible to the extent that the respective amendment is necessary in order to take account of any changes that were not foreseeable at the time the contract was concluded, in particular changes to technical or legal conditions, including the conditions for the use of LLMs and third-party tools. Langdock will take into account the legitimate interests of the Customer in each case. The extension of the scope of functions, in particular the inclusion of additional LLMs or the possibility of integrating additional third-party tools, shall be unilaterally possible at any time.

16.2 The Customer shall be notified of any amendments in advance by e-mail. If the Customer does not object to their application within four weeks of receipt of the notification, such amendments shall be deemed accepted with effect for the future. If the Customer objects to the amendments, Langdock is entitled to terminate the contractual relationship for cause with a notice period of two weeks, provided that Langdock has notified the Customer of the effect of not objecting and of the right of termination in the notification of amendment.

16.3 Any amendment to the subject matter of the Agreement and the main performance obligations that would lead to a change in the contractual structure as a whole shall be excluded from the right to amend. In such cases, Langdock will inform the Customer of the intended amendments and offer to continue the contractual relationship under the amended conditions.

17. Final Provisions

17.1 The Agreements concluded between the Parties, including these Terms of Use, are governed by and construed in accordance with the material law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and private international law.

17.2 The exclusive place of jurisdiction shall be Berlin, Germany. However, Langdock shall be entitled to sue the Customer at its general place of jurisdiction. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.

17.3 In the event that one or more provisions of these Terms of Use are or become invalid, this shall not affect the validity of the remaining provisions.

17.4 Only the German version of this Agreement shall be legally binding. The English translation is provided for information purposes only.