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Section A – Definitions

Article 1 - Definitions

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  1. Capitalized terms used in these Clauses will have the meaning as defined in this article.
  • Agreement: the entire agreement of which the Clauses, as a schedule, are an integral part;
  • AI System: the AI system(s) as referred to in Annex A, including any new versions thereof;
  • Client Data Sets: the Data Sets (or parts of) (i) provided by the Client to the Company under the Agreement or (ii) to be created or collected as part of the Agreement, including any modified or extended versions of the Data Sets referred to under (i) and (ii) (for example due to annotation, labeling, cleaning, enrichment or aggregation);
  • Company: RocketSmart.io, which supplies the AI System to the Client pursuant to the Agreement;
  • Data Sets: all data sets used in the development of the AI System, including the data set or data sets as described in Annex B ;
  • Delivery: the time at which the Company informs the Client that the AI System satisfies all agreed conditions and is ready for use;
  • Government: the European Union or the United States of America; wherein if reference is made to laws and regulations, the stricter set of laws and regulations shall be adhered to.
  • Intended Purpose: the use for which an AI System is intended by the Client, including the specific context and conditions of use, as specified in Annex B, the information supplied by the Company in the instructions for use, promotional or sales materials and statements, as well as in the technical documentation;
  • Reasonably Foreseeable Misuse: the use of the AI System in a way that is not in accordance with its Intended Purpose, but which may result from reasonably foreseeable human behavior or interaction with other systems;
  • Substantial Modification: a change to the AI System following the Delivery which affects the compliance of the AI System with the requirements set out in these Clauses or results in a modification to the Intended Purpose;
  • Company Data Sets and Third Party Data Sets: the Data Sets (or parts of) that do not qualify as Client Data Sets.

Section B – Essential requirements in relation to the AI-system

Article 2 - Risk management system
  1. The Company ensures that, prior to the Delivery of the AI System, a risk management system shall be established and implemented in relation to the AI System.
  2. The risk management system shall at least comprise the following steps:
  • identification, estimation and evaluation of the known and reasonably foreseeable risks to health, safety and fundamental rights of the Government that are likely to arise in the light of the Intended Purpose of the AI System and Reasonably Foreseeable Misuse;
  • evaluation of other possibly arising risks;
  • adoption of appropriate and targeted risk management measures designed to address the risks identified pursuant to points a and b of this paragraph in accordance with the provisions of the following paragraphs.
  1. The risk management measures referred to in paragraph 2.2, point (c) shall be such that relevant residual risks associated with each hazard as well as the overall residual risk of the AI system is reasonably judged to be acceptable by the Company, provided that the AI System is used in accordance with the Intended Purpose or under conditions of Reasonably Foreseeable Misuse.
  2. In identifying the most appropriate risk management measures referred to in paragraph 2.2, point (c), the following shall be ensured:
  • elimination or reduction of identified risks as far as technically feasible through adequate design and development of the AI System;
  • where appropriate, implementation of adequate mitigation and control measures in relation to risks that cannot be eliminated;
  • provision of adequate information to the Client.
  1. The Company ensures that, prior to the Delivery of the AI System, the AI System is tested in order to verify whether the AI System complies with the Clauses and whether the risk management measures referred to in paragraph 2.2, point (c) are effective in light of the Intended Purpose and Reasonably Foreseeable Misuse. If requested by the Client, the Company is obliged to test the AI System in the environment of the Client.
  2. All risks identified, measures taken and tests performed in the context of compliance with this article must be documented by the Company. The Company must make this documentation available to the Client at least at the time of the Delivery of the AI System. This documentation can be part of the technical documentation and/or instructions for use.
  3. The risk management system shall consist of a continuous and iterative process run throughout the entire duration of the Agreement. After the Delivery of the AI System the Company must therefore:
  • regularly review and update the risk management process, to ensure its continuing effectiveness;
  • keep the documentation described in article 2.6 up to date; and
  • make every new version of the documentation described in article 2.6 available to the Client without delay.
  1. If reasonably required for the proper execution of the risk management system by the Company, the Client will provide the Company, on request, with information insofar as this is not of a confidential nature.
Article 3 - Data and data governance
  1. The Company ensures that the Data Sets used in the development of the AI System, including training, validation and testing, have been and shall be subject to data governance appropriate for the context of use as well as the Intended Purpose of the AI System. Those measures shall concern in particular:
  • transparency as regard the original purpose of data collection;
  • the relevant design choices;
  • data collection processes;
  • data preparation for processing operations, such as annotation, labelling, cleaning, enrichment and aggregation;
  • the formulation of relevant assumptions, notably with respect to the information that the data are supposed to measure and represent;
  • examination in view of possible biases that are likely to affect health and safety of natural persons or lead to discrimination prohibited by the laws of the Government;
  • appropriate measures to detect, prevent and mitigate possible biases;
  • the identification of relevant data gaps or shortcomings that prevent compliance with these Clauses, and how those gaps and shortcomings can be addressed.
  1. The Company ensures that the Data Sets used in the development of the AI System are relevant, representative, and to the best extent possible free of errors and be as complete as possible in view of the Intended Purpose. The Company ensures that Data Sets have the appropriate statistical properties, including, where applicable, as regards the persons or groups of persons on which the AI System is intended to be used. These characteristics of the Data Sets shall be met at the level of individual data sets or a combination thereof.
  2. The Company ensures that the Data Sets used in the development of the AI System take into account, to the extent required by the Intended Purpose or Reasonably Foreseeable Misuse, the characteristics or elements that are particular to the specific geographical, contextual behavioral or functional setting within which the AI System is intended to be used.
  3. The obligations under this article apply not only to the development of the AI System prior to Delivery, but also to any use of Data Sets by the Company that may affect the functioning of the AI System at any other time during the term of the Agreement.
Article 4 Technical documentation and instructions for use
  1. The Delivery of the AI System by the Company includes the handover of the technical documentation and instructions for use.
  2. The technical documentation must enable the Client or a third party to assess the compliance of the AI System with the provisions of the requirements set in these Clauses and at least satisfy the conditions described in Annex C.
  3. The instructions for use shall include concise, complete, correct and clear information that is relevant, accessible and comprehensible to the Client. The instructions for use must at least satisfy the conditions described in Annex D.
  4. The Company must update this documentation at least with every Substantial Modification during the term of the Agreement, and subsequently make it available to the Client.
Article 5 - Record-keeping
  1. The Company ensures that the AI System has been and shall be designed and developed with capabilities enabling the automatic recording of events ('logs') while the AI System is operating. Those logging capabilities shall conform to state of the art and, if available, recognized standards or common specifications.
  2. The logging capabilities shall ensure a level of traceability of the AI System's functioning throughout its lifecycle that is appropriate to the Intended Purpose of the system and Reasonably Foreseeable Misuse. In particular, they shall enable the recording of events relevant for the identification of situations that may:
  • result in the AI System presenting a risk to the health or safety or to the protection of fundamental rights of persons; or
  • lead to a Substantial Modification.
  1. The Company shall keep the logs automatically generated by the AI System, to the extent such logs are under its control based on the Agreement, for the duration of the Agreement. At the end of the term of the Agreement, the Company will provide these logs to the Client without delay.
Article 6 - Transparency of the AI System
  1. The Company ensures that the AI System has been and shall be designed and developed in such a way that the operation of the AI System is sufficiently transparent to enable the Client to reasonably understand the system’s functioning.
  2. To ensure appropriate transparency, before the Delivery of the AI System at least the technical and organizational measures described in Annex E shall be implemented by the Company. These measures should result in the Client being able to understand and use the AI System appropriately by understanding how the AI System works and what data it processes, allowing the Client to explain the decisions taken by the AI System to the persons or group of persons on which the AI System is (intended to be) used.
Article 7 - Human oversight
  1. The Company ensures that the AI System has been and shall be designed and developed in such a way, including with appropriate human-machine interface tools, that it can be effectively overseen by natural persons as proportionate to the risks associated with the system.
  2. The Company ensures that, prior to the Delivery, appropriate measures shall be embedded in the AI System and taken to ensure human oversight. These measures, which could include inter alia training of employees of the Client, shall enable the individuals to whom human oversight is assigned to do the following, as appropriate to the circumstances:
  • be aware of and sufficiently understand the relevant capacities and limitations of the AI System and be able to duly monitor its operation, so that signs of anomalies, dysfunctions and unexpected performance can be detected and addressed as soon as possible;
  • remain aware of the possible tendency of automatically relying or over-relying on the output produced by the AI System ('automation bias'), in particular if the AI System is used to provide information or recommendations for decisions to be taken by natural persons;
  • be able to correctly interpret the AI System's output, taking into account in particular the characteristics of the system and the interpretation tools and methods available;
  • be able to decide, in any particular situation, not to use the AI System or otherwise disregard, override or reverse the output of the AI System;
  • be able to intervene on the operation of the AI System or interrupt the system through a "stop" button or a similar procedure.
Article 8 -Accuracy, robustness and cybersecurity
  1. The Company ensures that the AI System has been and shall be designed and developed following the principle of security by design and by default. In the light of the Intended Purpose, it should achieve an appropriate level of accuracy, robustness, safety and cybersecurity, and perform consistently in those respects throughout the lifecycle of the AI System.

Section C – Obligations of the Company in relation to the AI System

Article 9 - Compliance with Section B

The Company must ensure that from the Delivery of the AI System until the end of the term of the Agreement the AI System complies with the requirements established in Section B of these Clauses.

Article 10 - Corrective actions

If during the term of the agreement the Company considers or has reason to consider that the AI System is not in conformity with these Clauses, whether in response to a comment by the Client or not, it shall immediately take the necessary corrective actions to bring the system into conformity. The Company shall inform the Client accordingly.

Article 11 - Obligation to explain the functioning of the AI System on an individual level
  1. In addition to the obligations described in article 6, during the term of the Agreement the Company is obliged to assist the Client at the Client's first request to explain how the AI System arrived at a particular decision or outcome to the persons or group of persons on which the AI System is (intended to be) used. At the minimum, this assistance will include a clear indication of the key factors that led the AI System to arrive at a particular result and the changes to the input that must be made in order for it to arrive at a different outcome.
  2. The obligation as described in article 11.1 comprises the provision to the Client of all the technical and other information required in order to explain how the AI System arrived at a particular decision or outcome and to offer the persons or group of persons on which the AI System is (intended to be) used the opportunity to verify the way in which the AI System arrived at a particular decision or outcome. The Company hereby grants the Client the right to use, share and disclose this information, if and to the extent necessary to inform the persons or group of persons on which the AI System is (intended to be) used about the functioning of the AI System and/or in any legal proceedings.

Section D – Rights to use the Data Sets

Article 12 - Rights to Client Data Sets
  1. All rights, including any intellectual property right, relating to Client Data Sets will accrue to the Client or a third party designated as such by the Client.
  2. The Company is not entitled to use Client Data Sets for any purpose other than the performance of the Agreement, except as otherwise provided in Annex B.
  3. On first request of the Client, the Company must destroy Client Data Sets, except as otherwise provided in Annex B.
Article 13 - Rights to Company Data Sets and Third Party Data Sets
  1. All rights, including any intellectual property right, relating to Company Data Sets and Third Party Data sets will accrue to the Company or a third party.
  2. The Company grants the Client a non-exclusive right to use Company Data Sets and Third Party Data Sets that is in any event sufficient for performance of the provisions of the Agreement, including the Clauses, except as otherwise provided in Annex B.
Article 14 - Hand over of the Data Sets
  1. On first request of the Client, the Company will hand over the most recent version of Client Data Sets to the Client.
  2. The Data Sets must be handed over to the Client by the Company in a common file format to be designated by the Client.
Article 15 - Indemnifications
  1. The Company will indemnify the Client against all claims brought by third parties, including supervisors, in respect of any breach of their intellectual property rights, privacy rights or equivalent claims relating to knowledge, unlawful competition and so forth with regards to the Company Data Sets and Third Party Data Sets.
  2. The Client will indemnify the Company against all claims brought by third parties, including supervisors, in respect of any breach of their intellectual property rights, privacy rights or equivalent claims relating to knowledge, unlawful competition and so forth with regards to Client Data Sets.

Section E – AI register and audit

Article 16 - AI register
  1. At the Client's first request, the Company will provide the Client with the most recent version of the information described in Annex C and Annex D.
  2. The Client will be entitled to share the information described in article

16.1 with third parties and to disclose it, for example in a register for AI Systems.

Article 17 - Compliance and audit
  1. At first request of the Client, the Company must make available to the Client all information necessary to demonstrate compliance with these Clauses.
  2. The Company is obliged to cooperate in an audit or other type of inspection to be carried out by or on behalf of the Client to assess whether the Company complies with its obligations laid down in these Clauses at all times. Such cooperation will include providing all information required by the Client, providing an insight into the risk management system implemented, making Company staff available for interviews and providing access to the locations of the Company.
  3. The Client will prepare, or cause the preparation of, a report in which the conclusions of the audit are recorded. In the report, the Client will record the extent to which the Company complies with the obligations under the Agreement. If the Client establishes that the Company does not comply with the obligations under this article, the Company will be obliged to remedy the defects identified by the Client within the reasonable term set by the Client in the report. If the Company fails to remedy the defects identified by the Client within the term set in the report for remedying such defects, the Company will be in default by operation of law.
  4. The Client will be entitled to publish the conclusions of the report referred to in article 17.3.
  5. The Client will be entitled to perform, or cause the performance of, an audit once per calendar year or in relation to any Substantial Modification.
  6. The Client may decide to have all or part of the audit performed by an independent auditor.
  7. The costs of the auditor to be engaged by the Client, if any, will be paid by the Client. The Client will pay the Company a reasonable fee for any costs to be incurred by the Company in the context of the audit.

Section F – Costs

Article 18 - Costs

Unless agreed otherwise between the parties or expressly provided otherwise in these Clauses, no additional fee will be owed to the Company by the Client in consideration of the work ensuing from these Clauses.

Section A – Definitions

Article 1 - Definitions

‍

  1. Capitalized terms used in these Clauses will have the meaning as defined in this article.
  • Agreement: the entire agreement of which the Clauses, as a schedule, are an integral part;
  • AI System: the AI system(s) as referred to in Annex A, including any new versions thereof;
  • Client Data Sets: the Data Sets (or parts of) (i) provided by the Client to the Company under the Agreement or (ii) to be created or collected as part of the Agreement, including any modified or extended versions of the Data Sets referred to under (i) and (ii) (for example due to annotation, labeling, cleaning, enrichment or aggregation);
  • Company: RocketSmart.io, which supplies the AI System to the Client pursuant to the Agreement;
  • Data Sets: all data sets used in the development of the AI System, including the data set or data sets as described in Annex B ;
  • Delivery: the time at which the Company informs the Client that the AI System satisfies all agreed conditions and is ready for use;
  • Government: the European Union or the United States of America; wherein if reference is made to laws and regulations, the stricter set of laws and regulations shall be adhered to.
  • Intended Purpose: the use for which an AI System is intended by the Client, including the specific context and conditions of use, as specified in Annex B, the information supplied by the Company in the instructions for use, promotional or sales materials and statements, as well as in the technical documentation;
  • Reasonably Foreseeable Misuse: the use of the AI System in a way that is not in accordance with its Intended Purpose, but which may result from reasonably foreseeable human behavior or interaction with other systems;
  • Substantial Modification: a change to the AI System following the Delivery which affects the compliance of the AI System with the requirements set out in these Clauses or results in a modification to the Intended Purpose;
  • Company Data Sets and Third Party Data Sets: the Data Sets (or parts of) that do not qualify as Client Data Sets.

Section B – Essential requirements in relation to the AI-system

Article 2 - Risk management system
  1. The Company ensures that, prior to the Delivery of the AI System, a risk management system shall be established and implemented in relation to the AI System.
  2. The risk management system shall at least comprise the following steps:
  • identification, estimation and evaluation of the known and reasonably foreseeable risks to health, safety and fundamental rights of the Government that are likely to arise in the light of the Intended Purpose of the AI System and Reasonably Foreseeable Misuse;
  • evaluation of other possibly arising risks;
  • adoption of appropriate and targeted risk management measures designed to address the risks identified pursuant to points a and b of this paragraph in accordance with the provisions of the following paragraphs.
  1. The risk management measures referred to in paragraph 2.2, point (c) shall be such that relevant residual risks associated with each hazard as well as the overall residual risk of the AI system is reasonably judged to be acceptable by the Company, provided that the AI System is used in accordance with the Intended Purpose or under conditions of Reasonably Foreseeable Misuse.
  2. In identifying the most appropriate risk management measures referred to in paragraph 2.2, point (c), the following shall be ensured:
  • elimination or reduction of identified risks as far as technically feasible through adequate design and development of the AI System;
  • where appropriate, implementation of adequate mitigation and control measures in relation to risks that cannot be eliminated;
  • provision of adequate information to the Client.
  1. The Company ensures that, prior to the Delivery of the AI System, the AI System is tested in order to verify whether the AI System complies with the Clauses and whether the risk management measures referred to in paragraph 2.2, point (c) are effective in light of the Intended Purpose and Reasonably Foreseeable Misuse. If requested by the Client, the Company is obliged to test the AI System in the environment of the Client.
  2. All risks identified, measures taken and tests performed in the context of compliance with this article must be documented by the Company. The Company must make this documentation available to the Client at least at the time of the Delivery of the AI System. This documentation can be part of the technical documentation and/or instructions for use.
  3. The risk management system shall consist of a continuous and iterative process run throughout the entire duration of the Agreement. After the Delivery of the AI System the Company must therefore:
  • regularly review and update the risk management process, to ensure its continuing effectiveness;
  • keep the documentation described in article 2.6 up to date; and
  • make every new version of the documentation described in article 2.6 available to the Client without delay.
  1. If reasonably required for the proper execution of the risk management system by the Company, the Client will provide the Company, on request, with information insofar as this is not of a confidential nature.
Article 3 - Data and data governance
  1. The Company ensures that the Data Sets used in the development of the AI System, including training, validation and testing, have been and shall be subject to data governance appropriate for the context of use as well as the Intended Purpose of the AI System. Those measures shall concern in particular:
  • transparency as regard the original purpose of data collection;
  • the relevant design choices;
  • data collection processes;
  • data preparation for processing operations, such as annotation, labelling, cleaning, enrichment and aggregation;
  • the formulation of relevant assumptions, notably with respect to the information that the data are supposed to measure and represent;
  • examination in view of possible biases that are likely to affect health and safety of natural persons or lead to discrimination prohibited by the laws of the Government;
  • appropriate measures to detect, prevent and mitigate possible biases;
  • the identification of relevant data gaps or shortcomings that prevent compliance with these Clauses, and how those gaps and shortcomings can be addressed.
  1. The Company ensures that the Data Sets used in the development of the AI System are relevant, representative, and to the best extent possible free of errors and be as complete as possible in view of the Intended Purpose. The Company ensures that Data Sets have the appropriate statistical properties, including, where applicable, as regards the persons or groups of persons on which the AI System is intended to be used. These characteristics of the Data Sets shall be met at the level of individual data sets or a combination thereof.
  2. The Company ensures that the Data Sets used in the development of the AI System take into account, to the extent required by the Intended Purpose or Reasonably Foreseeable Misuse, the characteristics or elements that are particular to the specific geographical, contextual behavioral or functional setting within which the AI System is intended to be used.
  3. The obligations under this article apply not only to the development of the AI System prior to Delivery, but also to any use of Data Sets by the Company that may affect the functioning of the AI System at any other time during the term of the Agreement.
Article 4 Technical documentation and instructions for use
  1. The Delivery of the AI System by the Company includes the handover of the technical documentation and instructions for use.
  2. The technical documentation must enable the Client or a third party to assess the compliance of the AI System with the provisions of the requirements set in these Clauses and at least satisfy the conditions described in Annex C.
  3. The instructions for use shall include concise, complete, correct and clear information that is relevant, accessible and comprehensible to the Client. The instructions for use must at least satisfy the conditions described in Annex D.
  4. The Company must update this documentation at least with every Substantial Modification during the term of the Agreement, and subsequently make it available to the Client.
Article 5 - Record-keeping
  1. The Company ensures that the AI System has been and shall be designed and developed with capabilities enabling the automatic recording of events ('logs') while the AI System is operating. Those logging capabilities shall conform to state of the art and, if available, recognized standards or common specifications.
  2. The logging capabilities shall ensure a level of traceability of the AI System's functioning throughout its lifecycle that is appropriate to the Intended Purpose of the system and Reasonably Foreseeable Misuse. In particular, they shall enable the recording of events relevant for the identification of situations that may:
  • result in the AI System presenting a risk to the health or safety or to the protection of fundamental rights of persons; or
  • lead to a Substantial Modification.
  1. The Company shall keep the logs automatically generated by the AI System, to the extent such logs are under its control based on the Agreement, for the duration of the Agreement. At the end of the term of the Agreement, the Company will provide these logs to the Client without delay.
Article 6 - Transparency of the AI System
  1. The Company ensures that the AI System has been and shall be designed and developed in such a way that the operation of the AI System is sufficiently transparent to enable the Client to reasonably understand the system’s functioning.
  2. To ensure appropriate transparency, before the Delivery of the AI System at least the technical and organizational measures described in Annex E shall be implemented by the Company. These measures should result in the Client being able to understand and use the AI System appropriately by understanding how the AI System works and what data it processes, allowing the Client to explain the decisions taken by the AI System to the persons or group of persons on which the AI System is (intended to be) used.
Article 7 - Human oversight
  1. The Company ensures that the AI System has been and shall be designed and developed in such a way, including with appropriate human-machine interface tools, that it can be effectively overseen by natural persons as proportionate to the risks associated with the system.
  2. The Company ensures that, prior to the Delivery, appropriate measures shall be embedded in the AI System and taken to ensure human oversight. These measures, which could include inter alia training of employees of the Client, shall enable the individuals to whom human oversight is assigned to do the following, as appropriate to the circumstances:
  • be aware of and sufficiently understand the relevant capacities and limitations of the AI System and be able to duly monitor its operation, so that signs of anomalies, dysfunctions and unexpected performance can be detected and addressed as soon as possible;
  • remain aware of the possible tendency of automatically relying or over-relying on the output produced by the AI System ('automation bias'), in particular if the AI System is used to provide information or recommendations for decisions to be taken by natural persons;
  • be able to correctly interpret the AI System's output, taking into account in particular the characteristics of the system and the interpretation tools and methods available;
  • be able to decide, in any particular situation, not to use the AI System or otherwise disregard, override or reverse the output of the AI System;
  • be able to intervene on the operation of the AI System or interrupt the system through a "stop" button or a similar procedure.
Article 8 -Accuracy, robustness and cybersecurity
  1. The Company ensures that the AI System has been and shall be designed and developed following the principle of security by design and by default. In the light of the Intended Purpose, it should achieve an appropriate level of accuracy, robustness, safety and cybersecurity, and perform consistently in those respects throughout the lifecycle of the AI System.

Section C – Obligations of the Company in relation to the AI System

Article 9 - Compliance with Section B

The Company must ensure that from the Delivery of the AI System until the end of the term of the Agreement the AI System complies with the requirements established in Section B of these Clauses.

Article 10 - Corrective actions

If during the term of the agreement the Company considers or has reason to consider that the AI System is not in conformity with these Clauses, whether in response to a comment by the Client or not, it shall immediately take the necessary corrective actions to bring the system into conformity. The Company shall inform the Client accordingly.

Article 11 - Obligation to explain the functioning of the AI System on an individual level
  1. In addition to the obligations described in article 6, during the term of the Agreement the Company is obliged to assist the Client at the Client's first request to explain how the AI System arrived at a particular decision or outcome to the persons or group of persons on which the AI System is (intended to be) used. At the minimum, this assistance will include a clear indication of the key factors that led the AI System to arrive at a particular result and the changes to the input that must be made in order for it to arrive at a different outcome.
  2. The obligation as described in article 11.1 comprises the provision to the Client of all the technical and other information required in order to explain how the AI System arrived at a particular decision or outcome and to offer the persons or group of persons on which the AI System is (intended to be) used the opportunity to verify the way in which the AI System arrived at a particular decision or outcome. The Company hereby grants the Client the right to use, share and disclose this information, if and to the extent necessary to inform the persons or group of persons on which the AI System is (intended to be) used about the functioning of the AI System and/or in any legal proceedings.

Section D – Rights to use the Data Sets

Article 12 - Rights to Client Data Sets
  1. All rights, including any intellectual property right, relating to Client Data Sets will accrue to the Client or a third party designated as such by the Client.
  2. The Company is not entitled to use Client Data Sets for any purpose other than the performance of the Agreement, except as otherwise provided in Annex B.
  3. On first request of the Client, the Company must destroy Client Data Sets, except as otherwise provided in Annex B.
Article 13 - Rights to Company Data Sets and Third Party Data Sets
  1. All rights, including any intellectual property right, relating to Company Data Sets and Third Party Data sets will accrue to the Company or a third party.
  2. The Company grants the Client a non-exclusive right to use Company Data Sets and Third Party Data Sets that is in any event sufficient for performance of the provisions of the Agreement, including the Clauses, except as otherwise provided in Annex B.
Article 14 - Hand over of the Data Sets
  1. On first request of the Client, the Company will hand over the most recent version of Client Data Sets to the Client.
  2. The Data Sets must be handed over to the Client by the Company in a common file format to be designated by the Client.
Article 15 - Indemnifications
  1. The Company will indemnify the Client against all claims brought by third parties, including supervisors, in respect of any breach of their intellectual property rights, privacy rights or equivalent claims relating to knowledge, unlawful competition and so forth with regards to the Company Data Sets and Third Party Data Sets.
  2. The Client will indemnify the Company against all claims brought by third parties, including supervisors, in respect of any breach of their intellectual property rights, privacy rights or equivalent claims relating to knowledge, unlawful competition and so forth with regards to Client Data Sets.

Section E – AI register and audit

Article 16 - AI register
  1. At the Client's first request, the Company will provide the Client with the most recent version of the information described in Annex C and Annex D.
  2. The Client will be entitled to share the information described in article

16.1 with third parties and to disclose it, for example in a register for AI Systems.

Article 17 - Compliance and audit
  1. At first request of the Client, the Company must make available to the Client all information necessary to demonstrate compliance with these Clauses.
  2. The Company is obliged to cooperate in an audit or other type of inspection to be carried out by or on behalf of the Client to assess whether the Company complies with its obligations laid down in these Clauses at all times. Such cooperation will include providing all information required by the Client, providing an insight into the risk management system implemented, making Company staff available for interviews and providing access to the locations of the Company.
  3. The Client will prepare, or cause the preparation of, a report in which the conclusions of the audit are recorded. In the report, the Client will record the extent to which the Company complies with the obligations under the Agreement. If the Client establishes that the Company does not comply with the obligations under this article, the Company will be obliged to remedy the defects identified by the Client within the reasonable term set by the Client in the report. If the Company fails to remedy the defects identified by the Client within the term set in the report for remedying such defects, the Company will be in default by operation of law.
  4. The Client will be entitled to publish the conclusions of the report referred to in article 17.3.
  5. The Client will be entitled to perform, or cause the performance of, an audit once per calendar year or in relation to any Substantial Modification.
  6. The Client may decide to have all or part of the audit performed by an independent auditor.
  7. The costs of the auditor to be engaged by the Client, if any, will be paid by the Client. The Client will pay the Company a reasonable fee for any costs to be incurred by the Company in the context of the audit.

Section F – Costs

Article 18 - Costs

Unless agreed otherwise between the parties or expressly provided otherwise in these Clauses, no additional fee will be owed to the Company by the Client in consideration of the work ensuing from these Clauses.

Section A – Definitions

Article 1 - Definitions

‍

  1. Capitalized terms used in these Clauses will have the meaning as defined in this article.
  • Agreement: the entire agreement of which the Clauses, as a schedule, are an integral part;
  • AI System: the AI system(s) as referred to in Annex A, including any new versions thereof;
  • Client Data Sets: the Data Sets (or parts of) (i) provided by the Client to the Company under the Agreement or (ii) to be created or collected as part of the Agreement, including any modified or extended versions of the Data Sets referred to under (i) and (ii) (for example due to annotation, labeling, cleaning, enrichment or aggregation);
  • Company: RocketSmart.io, which supplies the AI System to the Client pursuant to the Agreement;
  • Data Sets: all data sets used in the development of the AI System, including the data set or data sets as described in Annex B ;
  • Delivery: the time at which the Company informs the Client that the AI System satisfies all agreed conditions and is ready for use;
  • Government: the European Union or the United States of America; wherein if reference is made to laws and regulations, the stricter set of laws and regulations shall be adhered to.
  • Intended Purpose: the use for which an AI System is intended by the Client, including the specific context and conditions of use, as specified in Annex B, the information supplied by the Company in the instructions for use, promotional or sales materials and statements, as well as in the technical documentation;
  • Reasonably Foreseeable Misuse: the use of the AI System in a way that is not in accordance with its Intended Purpose, but which may result from reasonably foreseeable human behavior or interaction with other systems;
  • Substantial Modification: a change to the AI System following the Delivery which affects the compliance of the AI System with the requirements set out in these Clauses or results in a modification to the Intended Purpose;
  • Company Data Sets and Third Party Data Sets: the Data Sets (or parts of) that do not qualify as Client Data Sets.

Section B – Essential requirements in relation to the AI-system

Article 2 - Risk management system
  1. The Company ensures that, prior to the Delivery of the AI System, a risk management system shall be established and implemented in relation to the AI System.
  2. The risk management system shall at least comprise the following steps:
  • identification, estimation and evaluation of the known and reasonably foreseeable risks to health, safety and fundamental rights of the Government that are likely to arise in the light of the Intended Purpose of the AI System and Reasonably Foreseeable Misuse;
  • evaluation of other possibly arising risks;
  • adoption of appropriate and targeted risk management measures designed to address the risks identified pursuant to points a and b of this paragraph in accordance with the provisions of the following paragraphs.
  1. The risk management measures referred to in paragraph 2.2, point (c) shall be such that relevant residual risks associated with each hazard as well as the overall residual risk of the AI system is reasonably judged to be acceptable by the Company, provided that the AI System is used in accordance with the Intended Purpose or under conditions of Reasonably Foreseeable Misuse.
  2. In identifying the most appropriate risk management measures referred to in paragraph 2.2, point (c), the following shall be ensured:
  • elimination or reduction of identified risks as far as technically feasible through adequate design and development of the AI System;
  • where appropriate, implementation of adequate mitigation and control measures in relation to risks that cannot be eliminated;
  • provision of adequate information to the Client.
  1. The Company ensures that, prior to the Delivery of the AI System, the AI System is tested in order to verify whether the AI System complies with the Clauses and whether the risk management measures referred to in paragraph 2.2, point (c) are effective in light of the Intended Purpose and Reasonably Foreseeable Misuse. If requested by the Client, the Company is obliged to test the AI System in the environment of the Client.
  2. All risks identified, measures taken and tests performed in the context of compliance with this article must be documented by the Company. The Company must make this documentation available to the Client at least at the time of the Delivery of the AI System. This documentation can be part of the technical documentation and/or instructions for use.
  3. The risk management system shall consist of a continuous and iterative process run throughout the entire duration of the Agreement. After the Delivery of the AI System the Company must therefore:
  • regularly review and update the risk management process, to ensure its continuing effectiveness;
  • keep the documentation described in article 2.6 up to date; and
  • make every new version of the documentation described in article 2.6 available to the Client without delay.
  1. If reasonably required for the proper execution of the risk management system by the Company, the Client will provide the Company, on request, with information insofar as this is not of a confidential nature.
Article 3 - Data and data governance
  1. The Company ensures that the Data Sets used in the development of the AI System, including training, validation and testing, have been and shall be subject to data governance appropriate for the context of use as well as the Intended Purpose of the AI System. Those measures shall concern in particular:
  • transparency as regard the original purpose of data collection;
  • the relevant design choices;
  • data collection processes;
  • data preparation for processing operations, such as annotation, labelling, cleaning, enrichment and aggregation;
  • the formulation of relevant assumptions, notably with respect to the information that the data are supposed to measure and represent;
  • examination in view of possible biases that are likely to affect health and safety of natural persons or lead to discrimination prohibited by the laws of the Government;
  • appropriate measures to detect, prevent and mitigate possible biases;
  • the identification of relevant data gaps or shortcomings that prevent compliance with these Clauses, and how those gaps and shortcomings can be addressed.
  1. The Company ensures that the Data Sets used in the development of the AI System are relevant, representative, and to the best extent possible free of errors and be as complete as possible in view of the Intended Purpose. The Company ensures that Data Sets have the appropriate statistical properties, including, where applicable, as regards the persons or groups of persons on which the AI System is intended to be used. These characteristics of the Data Sets shall be met at the level of individual data sets or a combination thereof.
  2. The Company ensures that the Data Sets used in the development of the AI System take into account, to the extent required by the Intended Purpose or Reasonably Foreseeable Misuse, the characteristics or elements that are particular to the specific geographical, contextual behavioral or functional setting within which the AI System is intended to be used.
  3. The obligations under this article apply not only to the development of the AI System prior to Delivery, but also to any use of Data Sets by the Company that may affect the functioning of the AI System at any other time during the term of the Agreement.
Article 4 Technical documentation and instructions for use
  1. The Delivery of the AI System by the Company includes the handover of the technical documentation and instructions for use.
  2. The technical documentation must enable the Client or a third party to assess the compliance of the AI System with the provisions of the requirements set in these Clauses and at least satisfy the conditions described in Annex C.
  3. The instructions for use shall include concise, complete, correct and clear information that is relevant, accessible and comprehensible to the Client. The instructions for use must at least satisfy the conditions described in Annex D.
  4. The Company must update this documentation at least with every Substantial Modification during the term of the Agreement, and subsequently make it available to the Client.
Article 5 - Record-keeping
  1. The Company ensures that the AI System has been and shall be designed and developed with capabilities enabling the automatic recording of events ('logs') while the AI System is operating. Those logging capabilities shall conform to state of the art and, if available, recognized standards or common specifications.
  2. The logging capabilities shall ensure a level of traceability of the AI System's functioning throughout its lifecycle that is appropriate to the Intended Purpose of the system and Reasonably Foreseeable Misuse. In particular, they shall enable the recording of events relevant for the identification of situations that may:
  • result in the AI System presenting a risk to the health or safety or to the protection of fundamental rights of persons; or
  • lead to a Substantial Modification.
  1. The Company shall keep the logs automatically generated by the AI System, to the extent such logs are under its control based on the Agreement, for the duration of the Agreement. At the end of the term of the Agreement, the Company will provide these logs to the Client without delay.
Article 6 - Transparency of the AI System
  1. The Company ensures that the AI System has been and shall be designed and developed in such a way that the operation of the AI System is sufficiently transparent to enable the Client to reasonably understand the system’s functioning.
  2. To ensure appropriate transparency, before the Delivery of the AI System at least the technical and organizational measures described in Annex E shall be implemented by the Company. These measures should result in the Client being able to understand and use the AI System appropriately by understanding how the AI System works and what data it processes, allowing the Client to explain the decisions taken by the AI System to the persons or group of persons on which the AI System is (intended to be) used.
Article 7 - Human oversight
  1. The Company ensures that the AI System has been and shall be designed and developed in such a way, including with appropriate human-machine interface tools, that it can be effectively overseen by natural persons as proportionate to the risks associated with the system.
  2. The Company ensures that, prior to the Delivery, appropriate measures shall be embedded in the AI System and taken to ensure human oversight. These measures, which could include inter alia training of employees of the Client, shall enable the individuals to whom human oversight is assigned to do the following, as appropriate to the circumstances:
  • be aware of and sufficiently understand the relevant capacities and limitations of the AI System and be able to duly monitor its operation, so that signs of anomalies, dysfunctions and unexpected performance can be detected and addressed as soon as possible;
  • remain aware of the possible tendency of automatically relying or over-relying on the output produced by the AI System ('automation bias'), in particular if the AI System is used to provide information or recommendations for decisions to be taken by natural persons;
  • be able to correctly interpret the AI System's output, taking into account in particular the characteristics of the system and the interpretation tools and methods available;
  • be able to decide, in any particular situation, not to use the AI System or otherwise disregard, override or reverse the output of the AI System;
  • be able to intervene on the operation of the AI System or interrupt the system through a "stop" button or a similar procedure.
Article 8 -Accuracy, robustness and cybersecurity
  1. The Company ensures that the AI System has been and shall be designed and developed following the principle of security by design and by default. In the light of the Intended Purpose, it should achieve an appropriate level of accuracy, robustness, safety and cybersecurity, and perform consistently in those respects throughout the lifecycle of the AI System.

Section C – Obligations of the Company in relation to the AI System

Article 9 - Compliance with Section B

The Company must ensure that from the Delivery of the AI System until the end of the term of the Agreement the AI System complies with the requirements established in Section B of these Clauses.

Article 10 - Corrective actions

If during the term of the agreement the Company considers or has reason to consider that the AI System is not in conformity with these Clauses, whether in response to a comment by the Client or not, it shall immediately take the necessary corrective actions to bring the system into conformity. The Company shall inform the Client accordingly.

Article 11 - Obligation to explain the functioning of the AI System on an individual level
  1. In addition to the obligations described in article 6, during the term of the Agreement the Company is obliged to assist the Client at the Client's first request to explain how the AI System arrived at a particular decision or outcome to the persons or group of persons on which the AI System is (intended to be) used. At the minimum, this assistance will include a clear indication of the key factors that led the AI System to arrive at a particular result and the changes to the input that must be made in order for it to arrive at a different outcome.
  2. The obligation as described in article 11.1 comprises the provision to the Client of all the technical and other information required in order to explain how the AI System arrived at a particular decision or outcome and to offer the persons or group of persons on which the AI System is (intended to be) used the opportunity to verify the way in which the AI System arrived at a particular decision or outcome. The Company hereby grants the Client the right to use, share and disclose this information, if and to the extent necessary to inform the persons or group of persons on which the AI System is (intended to be) used about the functioning of the AI System and/or in any legal proceedings.

Section D – Rights to use the Data Sets

Article 12 - Rights to Client Data Sets
  1. All rights, including any intellectual property right, relating to Client Data Sets will accrue to the Client or a third party designated as such by the Client.
  2. The Company is not entitled to use Client Data Sets for any purpose other than the performance of the Agreement, except as otherwise provided in Annex B.
  3. On first request of the Client, the Company must destroy Client Data Sets, except as otherwise provided in Annex B.
Article 13 - Rights to Company Data Sets and Third Party Data Sets
  1. All rights, including any intellectual property right, relating to Company Data Sets and Third Party Data sets will accrue to the Company or a third party.
  2. The Company grants the Client a non-exclusive right to use Company Data Sets and Third Party Data Sets that is in any event sufficient for performance of the provisions of the Agreement, including the Clauses, except as otherwise provided in Annex B.
Article 14 - Hand over of the Data Sets
  1. On first request of the Client, the Company will hand over the most recent version of Client Data Sets to the Client.
  2. The Data Sets must be handed over to the Client by the Company in a common file format to be designated by the Client.
Article 15 - Indemnifications
  1. The Company will indemnify the Client against all claims brought by third parties, including supervisors, in respect of any breach of their intellectual property rights, privacy rights or equivalent claims relating to knowledge, unlawful competition and so forth with regards to the Company Data Sets and Third Party Data Sets.
  2. The Client will indemnify the Company against all claims brought by third parties, including supervisors, in respect of any breach of their intellectual property rights, privacy rights or equivalent claims relating to knowledge, unlawful competition and so forth with regards to Client Data Sets.

Section E – AI register and audit

Article 16 - AI register
  1. At the Client's first request, the Company will provide the Client with the most recent version of the information described in Annex C and Annex D.
  2. The Client will be entitled to share the information described in article

16.1 with third parties and to disclose it, for example in a register for AI Systems.

Article 17 - Compliance and audit
  1. At first request of the Client, the Company must make available to the Client all information necessary to demonstrate compliance with these Clauses.
  2. The Company is obliged to cooperate in an audit or other type of inspection to be carried out by or on behalf of the Client to assess whether the Company complies with its obligations laid down in these Clauses at all times. Such cooperation will include providing all information required by the Client, providing an insight into the risk management system implemented, making Company staff available for interviews and providing access to the locations of the Company.
  3. The Client will prepare, or cause the preparation of, a report in which the conclusions of the audit are recorded. In the report, the Client will record the extent to which the Company complies with the obligations under the Agreement. If the Client establishes that the Company does not comply with the obligations under this article, the Company will be obliged to remedy the defects identified by the Client within the reasonable term set by the Client in the report. If the Company fails to remedy the defects identified by the Client within the term set in the report for remedying such defects, the Company will be in default by operation of law.
  4. The Client will be entitled to publish the conclusions of the report referred to in article 17.3.
  5. The Client will be entitled to perform, or cause the performance of, an audit once per calendar year or in relation to any Substantial Modification.
  6. The Client may decide to have all or part of the audit performed by an independent auditor.
  7. The costs of the auditor to be engaged by the Client, if any, will be paid by the Client. The Client will pay the Company a reasonable fee for any costs to be incurred by the Company in the context of the audit.

Section F – Costs

Article 18 - Costs

Unless agreed otherwise between the parties or expressly provided otherwise in these Clauses, no additional fee will be owed to the Company by the Client in consideration of the work ensuing from these Clauses.

Section A – Definitions

Article 1 - Definitions

‍

  1. Capitalized terms used in these Clauses will have the meaning as defined in this article.
  • Agreement: the entire agreement of which the Clauses, as a schedule, are an integral part;
  • AI System: the AI system(s) as referred to in Annex A, including any new versions thereof;
  • Client Data Sets: the Data Sets (or parts of) (i) provided by the Client to the Company under the Agreement or (ii) to be created or collected as part of the Agreement, including any modified or extended versions of the Data Sets referred to under (i) and (ii) (for example due to annotation, labeling, cleaning, enrichment or aggregation);
  • Company: RocketSmart.io, which supplies the AI System to the Client pursuant to the Agreement;
  • Data Sets: all data sets used in the development of the AI System, including the data set or data sets as described in Annex B ;
  • Delivery: the time at which the Company informs the Client that the AI System satisfies all agreed conditions and is ready for use;
  • Government: the European Union or the United States of America; wherein if reference is made to laws and regulations, the stricter set of laws and regulations shall be adhered to.
  • Intended Purpose: the use for which an AI System is intended by the Client, including the specific context and conditions of use, as specified in Annex B, the information supplied by the Company in the instructions for use, promotional or sales materials and statements, as well as in the technical documentation;
  • Reasonably Foreseeable Misuse: the use of the AI System in a way that is not in accordance with its Intended Purpose, but which may result from reasonably foreseeable human behavior or interaction with other systems;
  • Substantial Modification: a change to the AI System following the Delivery which affects the compliance of the AI System with the requirements set out in these Clauses or results in a modification to the Intended Purpose;
  • Company Data Sets and Third Party Data Sets: the Data Sets (or parts of) that do not qualify as Client Data Sets.

Section B – Essential requirements in relation to the AI-system

Article 2 - Risk management system
  1. The Company ensures that, prior to the Delivery of the AI System, a risk management system shall be established and implemented in relation to the AI System.
  2. The risk management system shall at least comprise the following steps:
  • identification, estimation and evaluation of the known and reasonably foreseeable risks to health, safety and fundamental rights of the Government that are likely to arise in the light of the Intended Purpose of the AI System and Reasonably Foreseeable Misuse;
  • evaluation of other possibly arising risks;
  • adoption of appropriate and targeted risk management measures designed to address the risks identified pursuant to points a and b of this paragraph in accordance with the provisions of the following paragraphs.
  1. The risk management measures referred to in paragraph 2.2, point (c) shall be such that relevant residual risks associated with each hazard as well as the overall residual risk of the AI system is reasonably judged to be acceptable by the Company, provided that the AI System is used in accordance with the Intended Purpose or under conditions of Reasonably Foreseeable Misuse.
  2. In identifying the most appropriate risk management measures referred to in paragraph 2.2, point (c), the following shall be ensured:
  • elimination or reduction of identified risks as far as technically feasible through adequate design and development of the AI System;
  • where appropriate, implementation of adequate mitigation and control measures in relation to risks that cannot be eliminated;
  • provision of adequate information to the Client.
  1. The Company ensures that, prior to the Delivery of the AI System, the AI System is tested in order to verify whether the AI System complies with the Clauses and whether the risk management measures referred to in paragraph 2.2, point (c) are effective in light of the Intended Purpose and Reasonably Foreseeable Misuse. If requested by the Client, the Company is obliged to test the AI System in the environment of the Client.
  2. All risks identified, measures taken and tests performed in the context of compliance with this article must be documented by the Company. The Company must make this documentation available to the Client at least at the time of the Delivery of the AI System. This documentation can be part of the technical documentation and/or instructions for use.
  3. The risk management system shall consist of a continuous and iterative process run throughout the entire duration of the Agreement. After the Delivery of the AI System the Company must therefore:
  • regularly review and update the risk management process, to ensure its continuing effectiveness;
  • keep the documentation described in article 2.6 up to date; and
  • make every new version of the documentation described in article 2.6 available to the Client without delay.
  1. If reasonably required for the proper execution of the risk management system by the Company, the Client will provide the Company, on request, with information insofar as this is not of a confidential nature.
Article 3 - Data and data governance
  1. The Company ensures that the Data Sets used in the development of the AI System, including training, validation and testing, have been and shall be subject to data governance appropriate for the context of use as well as the Intended Purpose of the AI System. Those measures shall concern in particular:
  • transparency as regard the original purpose of data collection;
  • the relevant design choices;
  • data collection processes;
  • data preparation for processing operations, such as annotation, labelling, cleaning, enrichment and aggregation;
  • the formulation of relevant assumptions, notably with respect to the information that the data are supposed to measure and represent;
  • examination in view of possible biases that are likely to affect health and safety of natural persons or lead to discrimination prohibited by the laws of the Government;
  • appropriate measures to detect, prevent and mitigate possible biases;
  • the identification of relevant data gaps or shortcomings that prevent compliance with these Clauses, and how those gaps and shortcomings can be addressed.
  1. The Company ensures that the Data Sets used in the development of the AI System are relevant, representative, and to the best extent possible free of errors and be as complete as possible in view of the Intended Purpose. The Company ensures that Data Sets have the appropriate statistical properties, including, where applicable, as regards the persons or groups of persons on which the AI System is intended to be used. These characteristics of the Data Sets shall be met at the level of individual data sets or a combination thereof.
  2. The Company ensures that the Data Sets used in the development of the AI System take into account, to the extent required by the Intended Purpose or Reasonably Foreseeable Misuse, the characteristics or elements that are particular to the specific geographical, contextual behavioral or functional setting within which the AI System is intended to be used.
  3. The obligations under this article apply not only to the development of the AI System prior to Delivery, but also to any use of Data Sets by the Company that may affect the functioning of the AI System at any other time during the term of the Agreement.
Article 4 Technical documentation and instructions for use
  1. The Delivery of the AI System by the Company includes the handover of the technical documentation and instructions for use.
  2. The technical documentation must enable the Client or a third party to assess the compliance of the AI System with the provisions of the requirements set in these Clauses and at least satisfy the conditions described in Annex C.
  3. The instructions for use shall include concise, complete, correct and clear information that is relevant, accessible and comprehensible to the Client. The instructions for use must at least satisfy the conditions described in Annex D.
  4. The Company must update this documentation at least with every Substantial Modification during the term of the Agreement, and subsequently make it available to the Client.
Article 5 - Record-keeping
  1. The Company ensures that the AI System has been and shall be designed and developed with capabilities enabling the automatic recording of events ('logs') while the AI System is operating. Those logging capabilities shall conform to state of the art and, if available, recognized standards or common specifications.
  2. The logging capabilities shall ensure a level of traceability of the AI System's functioning throughout its lifecycle that is appropriate to the Intended Purpose of the system and Reasonably Foreseeable Misuse. In particular, they shall enable the recording of events relevant for the identification of situations that may:
  • result in the AI System presenting a risk to the health or safety or to the protection of fundamental rights of persons; or
  • lead to a Substantial Modification.
  1. The Company shall keep the logs automatically generated by the AI System, to the extent such logs are under its control based on the Agreement, for the duration of the Agreement. At the end of the term of the Agreement, the Company will provide these logs to the Client without delay.
Article 6 - Transparency of the AI System
  1. The Company ensures that the AI System has been and shall be designed and developed in such a way that the operation of the AI System is sufficiently transparent to enable the Client to reasonably understand the system’s functioning.
  2. To ensure appropriate transparency, before the Delivery of the AI System at least the technical and organizational measures described in Annex E shall be implemented by the Company. These measures should result in the Client being able to understand and use the AI System appropriately by understanding how the AI System works and what data it processes, allowing the Client to explain the decisions taken by the AI System to the persons or group of persons on which the AI System is (intended to be) used.
Article 7 - Human oversight
  1. The Company ensures that the AI System has been and shall be designed and developed in such a way, including with appropriate human-machine interface tools, that it can be effectively overseen by natural persons as proportionate to the risks associated with the system.
  2. The Company ensures that, prior to the Delivery, appropriate measures shall be embedded in the AI System and taken to ensure human oversight. These measures, which could include inter alia training of employees of the Client, shall enable the individuals to whom human oversight is assigned to do the following, as appropriate to the circumstances:
  • be aware of and sufficiently understand the relevant capacities and limitations of the AI System and be able to duly monitor its operation, so that signs of anomalies, dysfunctions and unexpected performance can be detected and addressed as soon as possible;
  • remain aware of the possible tendency of automatically relying or over-relying on the output produced by the AI System ('automation bias'), in particular if the AI System is used to provide information or recommendations for decisions to be taken by natural persons;
  • be able to correctly interpret the AI System's output, taking into account in particular the characteristics of the system and the interpretation tools and methods available;
  • be able to decide, in any particular situation, not to use the AI System or otherwise disregard, override or reverse the output of the AI System;
  • be able to intervene on the operation of the AI System or interrupt the system through a "stop" button or a similar procedure.
Article 8 -Accuracy, robustness and cybersecurity
  1. The Company ensures that the AI System has been and shall be designed and developed following the principle of security by design and by default. In the light of the Intended Purpose, it should achieve an appropriate level of accuracy, robustness, safety and cybersecurity, and perform consistently in those respects throughout the lifecycle of the AI System.

Section C – Obligations of the Company in relation to the AI System

Article 9 - Compliance with Section B

The Company must ensure that from the Delivery of the AI System until the end of the term of the Agreement the AI System complies with the requirements established in Section B of these Clauses.

Article 10 - Corrective actions

If during the term of the agreement the Company considers or has reason to consider that the AI System is not in conformity with these Clauses, whether in response to a comment by the Client or not, it shall immediately take the necessary corrective actions to bring the system into conformity. The Company shall inform the Client accordingly.

Article 11 - Obligation to explain the functioning of the AI System on an individual level
  1. In addition to the obligations described in article 6, during the term of the Agreement the Company is obliged to assist the Client at the Client's first request to explain how the AI System arrived at a particular decision or outcome to the persons or group of persons on which the AI System is (intended to be) used. At the minimum, this assistance will include a clear indication of the key factors that led the AI System to arrive at a particular result and the changes to the input that must be made in order for it to arrive at a different outcome.
  2. The obligation as described in article 11.1 comprises the provision to the Client of all the technical and other information required in order to explain how the AI System arrived at a particular decision or outcome and to offer the persons or group of persons on which the AI System is (intended to be) used the opportunity to verify the way in which the AI System arrived at a particular decision or outcome. The Company hereby grants the Client the right to use, share and disclose this information, if and to the extent necessary to inform the persons or group of persons on which the AI System is (intended to be) used about the functioning of the AI System and/or in any legal proceedings.

Section D – Rights to use the Data Sets

Article 12 - Rights to Client Data Sets
  1. All rights, including any intellectual property right, relating to Client Data Sets will accrue to the Client or a third party designated as such by the Client.
  2. The Company is not entitled to use Client Data Sets for any purpose other than the performance of the Agreement, except as otherwise provided in Annex B.
  3. On first request of the Client, the Company must destroy Client Data Sets, except as otherwise provided in Annex B.
Article 13 - Rights to Company Data Sets and Third Party Data Sets
  1. All rights, including any intellectual property right, relating to Company Data Sets and Third Party Data sets will accrue to the Company or a third party.
  2. The Company grants the Client a non-exclusive right to use Company Data Sets and Third Party Data Sets that is in any event sufficient for performance of the provisions of the Agreement, including the Clauses, except as otherwise provided in Annex B.
Article 14 - Hand over of the Data Sets
  1. On first request of the Client, the Company will hand over the most recent version of Client Data Sets to the Client.
  2. The Data Sets must be handed over to the Client by the Company in a common file format to be designated by the Client.
Article 15 - Indemnifications
  1. The Company will indemnify the Client against all claims brought by third parties, including supervisors, in respect of any breach of their intellectual property rights, privacy rights or equivalent claims relating to knowledge, unlawful competition and so forth with regards to the Company Data Sets and Third Party Data Sets.
  2. The Client will indemnify the Company against all claims brought by third parties, including supervisors, in respect of any breach of their intellectual property rights, privacy rights or equivalent claims relating to knowledge, unlawful competition and so forth with regards to Client Data Sets.

Section E – AI register and audit

Article 16 - AI register
  1. At the Client's first request, the Company will provide the Client with the most recent version of the information described in Annex C and Annex D.
  2. The Client will be entitled to share the information described in article

16.1 with third parties and to disclose it, for example in a register for AI Systems.

Article 17 - Compliance and audit
  1. At first request of the Client, the Company must make available to the Client all information necessary to demonstrate compliance with these Clauses.
  2. The Company is obliged to cooperate in an audit or other type of inspection to be carried out by or on behalf of the Client to assess whether the Company complies with its obligations laid down in these Clauses at all times. Such cooperation will include providing all information required by the Client, providing an insight into the risk management system implemented, making Company staff available for interviews and providing access to the locations of the Company.
  3. The Client will prepare, or cause the preparation of, a report in which the conclusions of the audit are recorded. In the report, the Client will record the extent to which the Company complies with the obligations under the Agreement. If the Client establishes that the Company does not comply with the obligations under this article, the Company will be obliged to remedy the defects identified by the Client within the reasonable term set by the Client in the report. If the Company fails to remedy the defects identified by the Client within the term set in the report for remedying such defects, the Company will be in default by operation of law.
  4. The Client will be entitled to publish the conclusions of the report referred to in article 17.3.
  5. The Client will be entitled to perform, or cause the performance of, an audit once per calendar year or in relation to any Substantial Modification.
  6. The Client may decide to have all or part of the audit performed by an independent auditor.
  7. The costs of the auditor to be engaged by the Client, if any, will be paid by the Client. The Client will pay the Company a reasonable fee for any costs to be incurred by the Company in the context of the audit.

Section F – Costs

Article 18 - Costs

Unless agreed otherwise between the parties or expressly provided otherwise in these Clauses, no additional fee will be owed to the Company by the Client in consideration of the work ensuing from these Clauses.

Section A – Definitions

Article 1 - Definitions

‍

  1. Capitalized terms used in these Clauses will have the meaning as defined in this article.
  • Agreement: the entire agreement of which the Clauses, as a schedule, are an integral part;
  • AI System: the AI system(s) as referred to in Annex A, including any new versions thereof;
  • Client Data Sets: the Data Sets (or parts of) (i) provided by the Client to the Company under the Agreement or (ii) to be created or collected as part of the Agreement, including any modified or extended versions of the Data Sets referred to under (i) and (ii) (for example due to annotation, labeling, cleaning, enrichment or aggregation);
  • Company: RocketSmart.io, which supplies the AI System to the Client pursuant to the Agreement;
  • Data Sets: all data sets used in the development of the AI System, including the data set or data sets as described in Annex B;
  • Delivery: the time at which the Company informs the Client that the AI System satisfies all agreed conditions and is ready for use;
  • Government: the European Union or the United States of America; wherein if reference is made to laws and regulations, the stricter set of laws and regulations shall be adhered to.
  • Intended Purpose: the use for which an AI System is intended by the Client, including the specific context and conditions of use, as specified in Annex B, the information supplied by the Company in the instructions for use, promotional or sales materials and statements, as well as in the technical documentation;
  • Reasonably Foreseeable Misuse: the use of the AI System in a way that is not in accordance with its Intended Purpose, but which may result from reasonably foreseeable human behavior or interaction with other systems;
  • Substantial Modification: a change to the AI System following the Delivery which affects the compliance of the AI System with the requirements set out in these Clauses or results in a modification to the Intended Purpose;
  • Company Data Sets and Third Party Data Sets: the Data Sets (or parts of) that do not qualify as Client Data Sets.

Section B – Essential requirements in relation to the AI-system

Article 2 - Risk management system
  1. The Company ensures that, prior to the Delivery of the AI System, a risk management system shall be established and implemented in relation to the AI System.
  2. The risk management system shall at least comprise the following steps:
  • identification, estimation and evaluation of the known and reasonably foreseeable risks to health, safety and fundamental rights of the Government that are likely to arise in the light of the Intended Purpose of the AI System and Reasonably Foreseeable Misuse;
  • evaluation of other possibly arising risks;
  • adoption of appropriate and targeted risk management measures designed to address the risks identified pursuant to points a and b of this paragraph in accordance with the provisions of the following paragraphs.
  1. The risk management measures referred to in paragraph 2.2, point (c) shall be such that relevant residual risks associated with each hazard as well as the overall residual risk of the AI system is reasonably judged to be acceptable by the Company, provided that the AI System is used in accordance with the Intended Purpose or under conditions of Reasonably Foreseeable Misuse.
  2. In identifying the most appropriate risk management measures referred to in paragraph 2.2, point (c), the following shall be ensured:
  • elimination or reduction of identified risks as far as technically feasible through adequate design and development of the AI System;
  • where appropriate, implementation of adequate mitigation and control measures in relation to risks that cannot be eliminated;
  • provision of adequate information to the Client.
  1. The Company ensures that, prior to the Delivery of the AI System, the AI System is tested in order to verify whether the AI System complies with the Clauses and whether the risk management measures referred to in paragraph 2.2, point (c) are effective in light of the Intended Purpose and Reasonably Foreseeable Misuse. If requested by the Client, the Company is obliged to test the AI System in the environment of the Client.
  2. All risks identified, measures taken and tests performed in the context of compliance with this article must be documented by the Company. The Company must make this documentation available to the Client at least at the time of the Delivery of the AI System. This documentation can be part of the technical documentation and/or instructions for use.
  3. The risk management system shall consist of a continuous and iterative process run throughout the entire duration of the Agreement. After the Delivery of the AI System the Company must therefore:
  • regularly review and update the risk management process, to ensure its continuing effectiveness;
  • keep the documentation described in article 2.6 up to date; and
  • make every new version of the documentation described in article 2.6 available to the Client without delay.
  1. If reasonably required for the proper execution of the risk management system by the Company, the Client will provide the Company, on request, with information insofar as this is not of a confidential nature.
Article 3 - Data and data governance
  1. The Company ensures that the Data Sets used in the development of the AI System, including training, validation and testing, have been and shall be subject to data governance appropriate for the context of use as well as the Intended Purpose of the AI System. Those measures shall concern in particular:
  • transparency as regard the original purpose of data collection;
  • the relevant design choices;
  • data collection processes;
  • data preparation for processing operations, such as annotation, labelling, cleaning, enrichment and aggregation;
  • the formulation of relevant assumptions, notably with respect to the information that the data are supposed to measure and represent;
  • examination in view of possible biases that are likely to affect health and safety of natural persons or lead to discrimination prohibited by the laws of the Government;
  • appropriate measures to detect, prevent and mitigate possible biases;
  • the identification of relevant data gaps or shortcomings that prevent compliance with these Clauses, and how those gaps and shortcomings can be addressed.
  1. The Company ensures that the Data Sets used in the development of the AI System are relevant, representative, and to the best extent possible free of errors and be as complete as possible in view of the Intended Purpose. The Company ensures that Data Sets have the appropriate statistical properties, including, where applicable, as regards the persons or groups of persons on which the AI System is intended to be used. These characteristics of the Data Sets shall be met at the level of individual data sets or a combination thereof.
  2. The Company ensures that the Data Sets used in the development of the AI System take into account, to the extent required by the Intended Purpose or Reasonably Foreseeable Misuse, the characteristics or elements that are particular to the specific geographical, contextual behavioral or functional setting within which the AI System is intended to be used.
  3. The obligations under this article apply not only to the development of the AI System prior to Delivery, but also to any use of Data Sets by the Company that may affect the functioning of the AI System at any other time during the term of the Agreement.
Article 4 Technical documentation and instructions for use
  1. The Delivery of the AI System by the Company includes the handover of the technical documentation and instructions for use.
  2. The technical documentation must enable the Client or a third party to assess the compliance of the AI System with the provisions of the requirements set in these Clauses and at least satisfy the conditions described in Annex C.
  3. The instructions for use shall include concise, complete, correct and clear information that is relevant, accessible and comprehensible to the Client. The instructions for use must at least satisfy the conditions described in Annex D.
  4. The Company must update this documentation at least with every Substantial Modification during the term of the Agreement, and subsequently make it available to the Client.
Article 5 - Record-keeping
  1. The Company ensures that the AI System has been and shall be designed and developed with capabilities enabling the automatic recording of events ('logs') while the AI System is operating. Those logging capabilities shall conform to state of the art and, if available, recognized standards or common specifications.
  2. The logging capabilities shall ensure a level of traceability of the AI System's functioning throughout its lifecycle that is appropriate to the Intended Purpose of the system and Reasonably Foreseeable Misuse. In particular, they shall enable the recording of events relevant for the identification of situations that may:
  • result in the AI System presenting a risk to the health or safety or to the protection of fundamental rights of persons; or
  • lead to a Substantial Modification.
  1. The Company shall keep the logs automatically generated by the AI System, to the extent such logs are under its control based on the Agreement, for the duration of the Agreement. At the end of the term of the Agreement, the Company will provide these logs to the Client without delay.
Article 6 - Transparency of the AI System
  1. The Company ensures that the AI System has been and shall be designed and developed in such a way that the operation of the AI System is sufficiently transparent to enable the Client to reasonably understand the system’s functioning.
  2. To ensure appropriate transparency, before the Delivery of the AI System at least the technical and organizational measures described in Annex E shall be implemented by the Company. These measures should result in the Client being able to understand and use the AI System appropriately by understanding how the AI System works and what data it processes, allowing the Client to explain the decisions taken by the AI System to the persons or group of persons on which the AI System is (intended to be) used.
Article 7 - Human oversight
  1. The Company ensures that the AI System has been and shall be designed and developed in such a way, including with appropriate human-machine interface tools, that it can be effectively overseen by natural persons as proportionate to the risks associated with the system.
  2. The Company ensures that, prior to the Delivery, appropriate measures shall be embedded in the AI System and taken to ensure human oversight. These measures, which could include inter alia training of employees of the Client, shall enable the individuals to whom human oversight is assigned to do the following, as appropriate to the circumstances:
  • be aware of and sufficiently understand the relevant capacities and limitations of the AI System and be able to duly monitor its operation, so that signs of anomalies, dysfunctions and unexpected performance can be detected and addressed as soon as possible;
  • remain aware of the possible tendency of automatically relying or over-relying on the output produced by the AI System ('automation bias'), in particular if the AI System is used to provide information or recommendations for decisions to be taken by natural persons;
  • be able to correctly interpret the AI System's output, taking into account in particular the characteristics of the system and the interpretation tools and methods available;
  • be able to decide, in any particular situation, not to use the AI System or otherwise disregard, override or reverse the output of the AI System;
  • be able to intervene on the operation of the AI System or interrupt the system through a "stop" button or a similar procedure.
Article 8 -Accuracy, robustness and cybersecurity
  1. The Company ensures that the AI System has been and shall be designed and developed following the principle of security by design and by default. In the light of the Intended Purpose, it should achieve an appropriate level of accuracy, robustness, safety and cybersecurity, and perform consistently in those respects throughout the lifecycle of the AI System.

Section C – Obligations of the Company in relation to the AI System

Article 9 - Compliance with Section B

The Company must ensure that from the Delivery of the AI System until the end of the term of the Agreement the AI System complies with the requirements established in Section B of these Clauses.

Article 10 - Corrective actions

If during the term of the agreement the Company considers or has reason to consider that the AI System is not in conformity with these Clauses, whether in response to a comment by the Client or not, it shall immediately take the necessary corrective actions to bring the system into conformity. The Company shall inform the Client accordingly.

Article 11 - Obligation to explain the functioning of the AI System on an individual level
  1. In addition to the obligations described in article 6, during the term of the Agreement the Company is obliged to assist the Client at the Client's first request to explain how the AI System arrived at a particular decision or outcome to the persons or group of persons on which the AI System is (intended to be) used. At the minimum, this assistance will include a clear indication of the key factors that led the AI System to arrive at a particular result and the changes to the input that must be made in order for it to arrive at a different outcome.
  2. The obligation as described in article 11.1 comprises the provision to the Client of all the technical and other information required in order to explain how the AI System arrived at a particular decision or outcome and to offer the persons or group of persons on which the AI System is (intended to be) used the opportunity to verify the way in which the AI System arrived at a particular decision or outcome. The Company hereby grants the Client the right to use, share and disclose this information, if and to the extent necessary to inform the persons or group of persons on which the AI System is (intended to be) used about the functioning of the AI System and/or in any legal proceedings.

Section D – Rights to use the Data Sets

Article 12 - Rights to Client Data Sets
  1. All rights, including any intellectual property right, relating to Client Data Sets will accrue to the Client or a third party designated as such by the Client.
  2. The Company is not entitled to use Client Data Sets for any purpose other than the performance of the Agreement, except as otherwise provided in Annex B.
  3. On first request of the Client, the Company must destroy Client Data Sets, except as otherwise provided in Annex B.
Article 13 - Rights to Company Data Sets and Third Party Data Sets
  1. All rights, including any intellectual property right, relating to Company Data Sets and Third Party Data sets will accrue to the Company or a third party.
  2. The Company grants the Client a non-exclusive right to use Company Data Sets and Third Party Data Sets that is in any event sufficient for performance of the provisions of the Agreement, including the Clauses, except as otherwise provided in Annex B.
Article 14 - Hand over of the Data Sets
  1. On first request of the Client, the Company will hand over the most recent version of Client Data Sets to the Client.
  2. The Data Sets must be handed over to the Client by the Company in a common file format to be designated by the Client.
Article 15 - Indemnifications
  1. The Company will indemnify the Client against all claims brought by third parties, including supervisors, in respect of any breach of their intellectual property rights, privacy rights or equivalent claims relating to knowledge, unlawful competition and so forth with regards to the Company Data Sets and Third Party Data Sets.
  2. The Client will indemnify the Company against all claims brought by third parties, including supervisors, in respect of any breach of their intellectual property rights, privacy rights or equivalent claims relating to knowledge, unlawful competition and so forth with regards to Client Data Sets.

Section E – AI register and audit

Article 16 - AI register
  1. At the Client's first request, the Company will provide the Client with the most recent version of the information described in Annex C and Annex D.
  2. The Client will be entitled to share the information described in article

16.1 with third parties and to disclose it, for example in a register for AI Systems.

Article 17 - Compliance and audit
  1. At first request of the Client, the Company must make available to the Client all information necessary to demonstrate compliance with these Clauses.
  2. The Company is obliged to cooperate in an audit or other type of inspection to be carried out by or on behalf of the Client to assess whether the Company complies with its obligations laid down in these Clauses at all times. Such cooperation will include providing all information required by the Client, providing an insight into the risk management system implemented, making Company staff available for interviews and providing access to the locations of the Company.
  3. The Client will prepare, or cause the preparation of, a report in which the conclusions of the audit are recorded. In the report, the Client will record the extent to which the Company complies with the obligations under the Agreement. If the Client establishes that the Company does not comply with the obligations under this article, the Company will be obliged to remedy the defects identified by the Client within the reasonable term set by the Client in the report. If the Company fails to remedy the defects identified by the Client within the term set in the report for remedying such defects, the Company will be in default by operation of law.
  4. The Client will be entitled to publish the conclusions of the report referred to in article 17.3.
  5. The Client will be entitled to perform, or cause the performance of, an audit once per calendar year or in relation to any Substantial Modification.
  6. The Client may decide to have all or part of the audit performed by an independent auditor.
  7. The costs of the auditor to be engaged by the Client, if any, will be paid by the Client. The Client will pay the Company a reasonable fee for any costs to be incurred by the Company in the context of the audit.

Section F – Costs

Article 18 - Costs

Unless agreed otherwise between the parties or expressly provided otherwise in these Clauses, no additional fee will be owed to the Company by the Client in consideration of the work ensuing from these Clauses.

Section A – Definitions

Article 1 - Definitions

‍

  1. Capitalized terms used in these Clauses will have the meaning as defined in this article.
  • Agreement: the entire agreement of which the Clauses, as a schedule, are an integral part;
  • AI System: the AI system(s) as referred to in Annex A, including any new versions thereof;
  • Client Data Sets: the Data Sets (or parts of) (i) provided by the Client to the Company under the Agreement or (ii) to be created or collected as part of the Agreement, including any modified or extended versions of the Data Sets referred to under (i) and (ii) (for example due to annotation, labeling, cleaning, enrichment or aggregation);
  • Company: RocketSmart.io, which supplies the AI System to the Client pursuant to the Agreement;
  • Data Sets: all data sets used in the development of the AI System, including the data set or data sets as described in Annex B;
  • Delivery: the time at which the Company informs the Client that the AI System satisfies all agreed conditions and is ready for use;
  • Government: the European Union or the United States of America; wherein if reference is made to laws and regulations, the stricter set of laws and regulations shall be adhered to.
  • Intended Purpose: the use for which an AI System is intended by the Client, including the specific context and conditions of use, as specified in Annex B, the information supplied by the Company in the instructions for use, promotional or sales materials and statements, as well as in the technical documentation;
  • Reasonably Foreseeable Misuse: the use of the AI System in a way that is not in accordance with its Intended Purpose, but which may result from reasonably foreseeable human behavior or interaction with other systems;
  • Substantial Modification: a change to the AI System following the Delivery which affects the compliance of the AI System with the requirements set out in these Clauses or results in a modification to the Intended Purpose;
  • Company Data Sets and Third Party Data Sets: the Data Sets (or parts of) that do not qualify as Client Data Sets.

Section B – Essential requirements in relation to the AI-system

Article 2 - Risk management system
  1. The Company ensures that, prior to the Delivery of the AI System, a risk management system shall be established and implemented in relation to the AI System.
  2. The risk management system shall at least comprise the following steps:
  • identification, estimation and evaluation of the known and reasonably foreseeable risks to health, safety and fundamental rights of the Government that are likely to arise in the light of the Intended Purpose of the AI System and Reasonably Foreseeable Misuse;
  • evaluation of other possibly arising risks;
  • adoption of appropriate and targeted risk management measures designed to address the risks identified pursuant to points a and b of this paragraph in accordance with the provisions of the following paragraphs.
  1. The risk management measures referred to in paragraph 2.2, point (c) shall be such that relevant residual risks associated with each hazard as well as the overall residual risk of the AI system is reasonably judged to be acceptable by the Company, provided that the AI System is used in accordance with the Intended Purpose or under conditions of Reasonably Foreseeable Misuse.
  2. In identifying the most appropriate risk management measures referred to in paragraph 2.2, point (c), the following shall be ensured:
  • elimination or reduction of identified risks as far as technically feasible through adequate design and development of the AI System;
  • where appropriate, implementation of adequate mitigation and control measures in relation to risks that cannot be eliminated;
  • provision of adequate information to the Client.
  1. The Company ensures that, prior to the Delivery of the AI System, the AI System is tested in order to verify whether the AI System complies with the Clauses and whether the risk management measures referred to in paragraph 2.2, point (c) are effective in light of the Intended Purpose and Reasonably Foreseeable Misuse. If requested by the Client, the Company is obliged to test the AI System in the environment of the Client.
  2. All risks identified, measures taken and tests performed in the context of compliance with this article must be documented by the Company. The Company must make this documentation available to the Client at least at the time of the Delivery of the AI System. This documentation can be part of the technical documentation and/or instructions for use.
  3. The risk management system shall consist of a continuous and iterative process run throughout the entire duration of the Agreement. After the Delivery of the AI System the Company must therefore:
  • regularly review and update the risk management process, to ensure its continuing effectiveness;
  • keep the documentation described in article 2.6 up to date; and
  • make every new version of the documentation described in article 2.6 available to the Client without delay.
  1. If reasonably required for the proper execution of the risk management system by the Company, the Client will provide the Company, on request, with information insofar as this is not of a confidential nature.
Article 3 - Data and data governance
  1. The Company ensures that the Data Sets used in the development of the AI System, including training, validation and testing, have been and shall be subject to data governance appropriate for the context of use as well as the Intended Purpose of the AI System. Those measures shall concern in particular:
  • transparency as regard the original purpose of data collection;
  • the relevant design choices;
  • data collection processes;
  • data preparation for processing operations, such as annotation, labelling, cleaning, enrichment and aggregation;
  • the formulation of relevant assumptions, notably with respect to the information that the data are supposed to measure and represent;
  • examination in view of possible biases that are likely to affect health and safety of natural persons or lead to discrimination prohibited by the laws of the Government;
  • appropriate measures to detect, prevent and mitigate possible biases;
  • the identification of relevant data gaps or shortcomings that prevent compliance with these Clauses, and how those gaps and shortcomings can be addressed.
  1. The Company ensures that the Data Sets used in the development of the AI System are relevant, representative, and to the best extent possible free of errors and be as complete as possible in view of the Intended Purpose. The Company ensures that Data Sets have the appropriate statistical properties, including, where applicable, as regards the persons or groups of persons on which the AI System is intended to be used. These characteristics of the Data Sets shall be met at the level of individual data sets or a combination thereof.
  2. The Company ensures that the Data Sets used in the development of the AI System take into account, to the extent required by the Intended Purpose or Reasonably Foreseeable Misuse, the characteristics or elements that are particular to the specific geographical, contextual behavioral or functional setting within which the AI System is intended to be used.
  3. The obligations under this article apply not only to the development of the AI System prior to Delivery, but also to any use of Data Sets by the Company that may affect the functioning of the AI System at any other time during the term of the Agreement.
Article 4 Technical documentation and instructions for use
  1. The Delivery of the AI System by the Company includes the handover of the technical documentation and instructions for use.
  2. The technical documentation must enable the Client or a third party to assess the compliance of the AI System with the provisions of the requirements set in these Clauses and at least satisfy the conditions described in Annex C.
  3. The instructions for use shall include concise, complete, correct and clear information that is relevant, accessible and comprehensible to the Client. The instructions for use must at least satisfy the conditions described in Annex D.
  4. The Company must update this documentation at least with every Substantial Modification during the term of the Agreement, and subsequently make it available to the Client.
Article 5 - Record-keeping
  1. The Company ensures that the AI System has been and shall be designed and developed with capabilities enabling the automatic recording of events ('logs') while the AI System is operating. Those logging capabilities shall conform to state of the art and, if available, recognized standards or common specifications.
  2. The logging capabilities shall ensure a level of traceability of the AI System's functioning throughout its lifecycle that is appropriate to the Intended Purpose of the system and Reasonably Foreseeable Misuse. In particular, they shall enable the recording of events relevant for the identification of situations that may:
  • result in the AI System presenting a risk to the health or safety or to the protection of fundamental rights of persons; or
  • lead to a Substantial Modification.
  1. The Company shall keep the logs automatically generated by the AI System, to the extent such logs are under its control based on the Agreement, for the duration of the Agreement. At the end of the term of the Agreement, the Company will provide these logs to the Client without delay.
Article 6 - Transparency of the AI System
  1. The Company ensures that the AI System has been and shall be designed and developed in such a way that the operation of the AI System is sufficiently transparent to enable the Client to reasonably understand the system’s functioning.
  2. To ensure appropriate transparency, before the Delivery of the AI System at least the technical and organizational measures described in Annex E shall be implemented by the Company. These measures should result in the Client being able to understand and use the AI System appropriately by understanding how the AI System works and what data it processes, allowing the Client to explain the decisions taken by the AI System to the persons or group of persons on which the AI System is (intended to be) used.
Article 7 - Human oversight
  1. The Company ensures that the AI System has been and shall be designed and developed in such a way, including with appropriate human-machine interface tools, that it can be effectively overseen by natural persons as proportionate to the risks associated with the system.
  2. The Company ensures that, prior to the Delivery, appropriate measures shall be embedded in the AI System and taken to ensure human oversight. These measures, which could include inter alia training of employees of the Client, shall enable the individuals to whom human oversight is assigned to do the following, as appropriate to the circumstances:
  • be aware of and sufficiently understand the relevant capacities and limitations of the AI System and be able to duly monitor its operation, so that signs of anomalies, dysfunctions and unexpected performance can be detected and addressed as soon as possible;
  • remain aware of the possible tendency of automatically relying or over-relying on the output produced by the AI System ('automation bias'), in particular if the AI System is used to provide information or recommendations for decisions to be taken by natural persons;
  • be able to correctly interpret the AI System's output, taking into account in particular the characteristics of the system and the interpretation tools and methods available;
  • be able to decide, in any particular situation, not to use the AI System or otherwise disregard, override or reverse the output of the AI System;
  • be able to intervene on the operation of the AI System or interrupt the system through a "stop" button or a similar procedure.
Article 8 -Accuracy, robustness and cybersecurity
  1. The Company ensures that the AI System has been and shall be designed and developed following the principle of security by design and by default. In the light of the Intended Purpose, it should achieve an appropriate level of accuracy, robustness, safety and cybersecurity, and perform consistently in those respects throughout the lifecycle of the AI System.

Section C – Obligations of the Company in relation to the AI System

Article 9 - Compliance with Section B

The Company must ensure that from the Delivery of the AI System until the end of the term of the Agreement the AI System complies with the requirements established in Section B of these Clauses.

Article 10 - Corrective actions

If during the term of the agreement the Company considers or has reason to consider that the AI System is not in conformity with these Clauses, whether in response to a comment by the Client or not, it shall immediately take the necessary corrective actions to bring the system into conformity. The Company shall inform the Client accordingly.

Article 11 - Obligation to explain the functioning of the AI System on an individual level
  1. In addition to the obligations described in article 6, during the term of the Agreement the Company is obliged to assist the Client at the Client's first request to explain how the AI System arrived at a particular decision or outcome to the persons or group of persons on which the AI System is (intended to be) used. At the minimum, this assistance will include a clear indication of the key factors that led the AI System to arrive at a particular result and the changes to the input that must be made in order for it to arrive at a different outcome.
  2. The obligation as described in article 11.1 comprises the provision to the Client of all the technical and other information required in order to explain how the AI System arrived at a particular decision or outcome and to offer the persons or group of persons on which the AI System is (intended to be) used the opportunity to verify the way in which the AI System arrived at a particular decision or outcome. The Company hereby grants the Client the right to use, share and disclose this information, if and to the extent necessary to inform the persons or group of persons on which the AI System is (intended to be) used about the functioning of the AI System and/or in any legal proceedings.

Section D – Rights to use the Data Sets

Article 12 - Rights to Client Data Sets
  1. All rights, including any intellectual property right, relating to Client Data Sets will accrue to the Client or a third party designated as such by the Client.
  2. The Company is not entitled to use Client Data Sets for any purpose other than the performance of the Agreement, except as otherwise provided in Annex B.
  3. On first request of the Client, the Company must destroy Client Data Sets, except as otherwise provided in Annex B.
Article 13 - Rights to Company Data Sets and Third Party Data Sets
  1. All rights, including any intellectual property right, relating to Company Data Sets and Third Party Data sets will accrue to the Company or a third party.
  2. The Company grants the Client a non-exclusive right to use Company Data Sets and Third Party Data Sets that is in any event sufficient for performance of the provisions of the Agreement, including the Clauses, except as otherwise provided in Annex B.
Article 14 - Hand over of the Data Sets
  1. On first request of the Client, the Company will hand over the most recent version of Client Data Sets to the Client.
  2. The Data Sets must be handed over to the Client by the Company in a common file format to be designated by the Client.
Article 15 - Indemnifications
  1. The Company will indemnify the Client against all claims brought by third parties, including supervisors, in respect of any breach of their intellectual property rights, privacy rights or equivalent claims relating to knowledge, unlawful competition and so forth with regards to the Company Data Sets and Third Party Data Sets.
  2. The Client will indemnify the Company against all claims brought by third parties, including supervisors, in respect of any breach of their intellectual property rights, privacy rights or equivalent claims relating to knowledge, unlawful competition and so forth with regards to Client Data Sets.

Section E – AI register and audit

Article 16 - AI register
  1. At the Client's first request, the Company will provide the Client with the most recent version of the information described in Annex C and Annex D.
  2. The Client will be entitled to share the information described in article

16.1 with third parties and to disclose it, for example in a register for AI Systems.

Article 17 - Compliance and audit
  1. At first request of the Client, the Company must make available to the Client all information necessary to demonstrate compliance with these Clauses.
  2. The Company is obliged to cooperate in an audit or other type of inspection to be carried out by or on behalf of the Client to assess whether the Company complies with its obligations laid down in these Clauses at all times. Such cooperation will include providing all information required by the Client, providing an insight into the risk management system implemented, making Company staff available for interviews and providing access to the locations of the Company.
  3. The Client will prepare, or cause the preparation of, a report in which the conclusions of the audit are recorded. In the report, the Client will record the extent to which the Company complies with the obligations under the Agreement. If the Client establishes that the Company does not comply with the obligations under this article, the Company will be obliged to remedy the defects identified by the Client within the reasonable term set by the Client in the report. If the Company fails to remedy the defects identified by the Client within the term set in the report for remedying such defects, the Company will be in default by operation of law.
  4. The Client will be entitled to publish the conclusions of the report referred to in article 17.3.
  5. The Client will be entitled to perform, or cause the performance of, an audit once per calendar year or in relation to any Substantial Modification.
  6. The Client may decide to have all or part of the audit performed by an independent auditor.
  7. The costs of the auditor to be engaged by the Client, if any, will be paid by the Client. The Client will pay the Company a reasonable fee for any costs to be incurred by the Company in the context of the audit.

Section F – Costs

Article 18 - Costs

Unless agreed otherwise between the parties or expressly provided otherwise in these Clauses, no additional fee will be owed to the Company by the Client in consideration of the work ensuing from these Clauses.

Section A – Definitions

Article 1 - Definitions

‍

  1. Capitalized terms used in these Clauses will have the meaning as defined in this article.
  • Agreement: the entire agreement of which the Clauses, as a schedule, are an integral part;
  • AI System: the AI system(s) as referred to in Annex A, including any new versions thereof;
  • Client Data Sets: the Data Sets (or parts of) (i) provided by the Client to the Company under the Agreement or (ii) to be created or collected as part of the Agreement, including any modified or extended versions of the Data Sets referred to under (i) and (ii) (for example due to annotation, labeling, cleaning, enrichment or aggregation);
  • Company: RocketSmart.io, which supplies the AI System to the Client pursuant to the Agreement;
  • Data Sets: all data sets used in the development of the AI System, including the data set or data sets as described in Annex B;
  • Delivery: the time at which the Company informs the Client that the AI System satisfies all agreed conditions and is ready for use;
  • Government: the European Union or the United States of America; wherein if reference is made to laws and regulations, the stricter set of laws and regulations shall be adhered to.
  • Intended Purpose: the use for which an AI System is intended by the Client, including the specific context and conditions of use, as specified in Annex B, the information supplied by the Company in the instructions for use, promotional or sales materials and statements, as well as in the technical documentation;
  • Reasonably Foreseeable Misuse: the use of the AI System in a way that is not in accordance with its Intended Purpose, but which may result from reasonably foreseeable human behavior or interaction with other systems;
  • Substantial Modification: a change to the AI System following the Delivery which affects the compliance of the AI System with the requirements set out in these Clauses or results in a modification to the Intended Purpose;
  • Company Data Sets and Third Party Data Sets: the Data Sets (or parts of) that do not qualify as Client Data Sets.

Section B – Essential requirements in relation to the AI-system

Article 2 - Risk management system
  1. The Company ensures that, prior to the Delivery of the AI System, a risk management system shall be established and implemented in relation to the AI System.
  2. The risk management system shall at least comprise the following steps:
  • identification, estimation and evaluation of the known and reasonably foreseeable risks to health, safety and fundamental rights of the Government that are likely to arise in the light of the Intended Purpose of the AI System and Reasonably Foreseeable Misuse;
  • evaluation of other possibly arising risks;
  • adoption of appropriate and targeted risk management measures designed to address the risks identified pursuant to points a and b of this paragraph in accordance with the provisions of the following paragraphs.
  1. The risk management measures referred to in paragraph 2.2, point (c) shall be such that relevant residual risks associated with each hazard as well as the overall residual risk of the AI system is reasonably judged to be acceptable by the Company, provided that the AI System is used in accordance with the Intended Purpose or under conditions of Reasonably Foreseeable Misuse.
  2. In identifying the most appropriate risk management measures referred to in paragraph 2.2, point (c), the following shall be ensured:
  • elimination or reduction of identified risks as far as technically feasible through adequate design and development of the AI System;
  • where appropriate, implementation of adequate mitigation and control measures in relation to risks that cannot be eliminated;
  • provision of adequate information to the Client.
  1. The Company ensures that, prior to the Delivery of the AI System, the AI System is tested in order to verify whether the AI System complies with the Clauses and whether the risk management measures referred to in paragraph 2.2, point (c) are effective in light of the Intended Purpose and Reasonably Foreseeable Misuse. If requested by the Client, the Company is obliged to test the AI System in the environment of the Client.
  2. All risks identified, measures taken and tests performed in the context of compliance with this article must be documented by the Company. The Company must make this documentation available to the Client at least at the time of the Delivery of the AI System. This documentation can be part of the technical documentation and/or instructions for use.
  3. The risk management system shall consist of a continuous and iterative process run throughout the entire duration of the Agreement. After the Delivery of the AI System the Company must therefore:
  • regularly review and update the risk management process, to ensure its continuing effectiveness;
  • keep the documentation described in article 2.6 up to date; and
  • make every new version of the documentation described in article 2.6 available to the Client without delay.
  1. If reasonably required for the proper execution of the risk management system by the Company, the Client will provide the Company, on request, with information insofar as this is not of a confidential nature.
Article 3 - Data and data governance
  1. The Company ensures that the Data Sets used in the development of the AI System, including training, validation and testing, have been and shall be subject to data governance appropriate for the context of use as well as the Intended Purpose of the AI System. Those measures shall concern in particular:
  • transparency as regard the original purpose of data collection;
  • the relevant design choices;
  • data collection processes;
  • data preparation for processing operations, such as annotation, labelling, cleaning, enrichment and aggregation;
  • the formulation of relevant assumptions, notably with respect to the information that the data are supposed to measure and represent;
  • examination in view of possible biases that are likely to affect health and safety of natural persons or lead to discrimination prohibited by the laws of the Government;
  • appropriate measures to detect, prevent and mitigate possible biases;
  • the identification of relevant data gaps or shortcomings that prevent compliance with these Clauses, and how those gaps and shortcomings can be addressed.
  1. The Company ensures that the Data Sets used in the development of the AI System are relevant, representative, and to the best extent possible free of errors and be as complete as possible in view of the Intended Purpose. The Company ensures that Data Sets have the appropriate statistical properties, including, where applicable, as regards the persons or groups of persons on which the AI System is intended to be used. These characteristics of the Data Sets shall be met at the level of individual data sets or a combination thereof.
  2. The Company ensures that the Data Sets used in the development of the AI System take into account, to the extent required by the Intended Purpose or Reasonably Foreseeable Misuse, the characteristics or elements that are particular to the specific geographical, contextual behavioral or functional setting within which the AI System is intended to be used.
  3. The obligations under this article apply not only to the development of the AI System prior to Delivery, but also to any use of Data Sets by the Company that may affect the functioning of the AI System at any other time during the term of the Agreement.
Article 4 Technical documentation and instructions for use
  1. The Delivery of the AI System by the Company includes the handover of the technical documentation and instructions for use.
  2. The technical documentation must enable the Client or a third party to assess the compliance of the AI System with the provisions of the requirements set in these Clauses and at least satisfy the conditions described in Annex C.
  3. The instructions for use shall include concise, complete, correct and clear information that is relevant, accessible and comprehensible to the Client. The instructions for use must at least satisfy the conditions described in Annex D.
  4. The Company must update this documentation at least with every Substantial Modification during the term of the Agreement, and subsequently make it available to the Client.
Article 5 - Record-keeping
  1. The Company ensures that the AI System has been and shall be designed and developed with capabilities enabling the automatic recording of events ('logs') while the AI System is operating. Those logging capabilities shall conform to state of the art and, if available, recognized standards or common specifications.
  2. The logging capabilities shall ensure a level of traceability of the AI System's functioning throughout its lifecycle that is appropriate to the Intended Purpose of the system and Reasonably Foreseeable Misuse. In particular, they shall enable the recording of events relevant for the identification of situations that may:
  • result in the AI System presenting a risk to the health or safety or to the protection of fundamental rights of persons; or
  • lead to a Substantial Modification.
  1. The Company shall keep the logs automatically generated by the AI System, to the extent such logs are under its control based on the Agreement, for the duration of the Agreement. At the end of the term of the Agreement, the Company will provide these logs to the Client without delay.
Article 6 - Transparency of the AI System
  1. The Company ensures that the AI System has been and shall be designed and developed in such a way that the operation of the AI System is sufficiently transparent to enable the Client to reasonably understand the system’s functioning.
  2. To ensure appropriate transparency, before the Delivery of the AI System at least the technical and organizational measures described in Annex E shall be implemented by the Company. These measures should result in the Client being able to understand and use the AI System appropriately by understanding how the AI System works and what data it processes, allowing the Client to explain the decisions taken by the AI System to the persons or group of persons on which the AI System is (intended to be) used.
Article 7 - Human oversight
  1. The Company ensures that the AI System has been and shall be designed and developed in such a way, including with appropriate human-machine interface tools, that it can be effectively overseen by natural persons as proportionate to the risks associated with the system.
  2. The Company ensures that, prior to the Delivery, appropriate measures shall be embedded in the AI System and taken to ensure human oversight. These measures, which could include inter alia training of employees of the Client, shall enable the individuals to whom human oversight is assigned to do the following, as appropriate to the circumstances:
  • be aware of and sufficiently understand the relevant capacities and limitations of the AI System and be able to duly monitor its operation, so that signs of anomalies, dysfunctions and unexpected performance can be detected and addressed as soon as possible;
  • remain aware of the possible tendency of automatically relying or over-relying on the output produced by the AI System ('automation bias'), in particular if the AI System is used to provide information or recommendations for decisions to be taken by natural persons;
  • be able to correctly interpret the AI System's output, taking into account in particular the characteristics of the system and the interpretation tools and methods available;
  • be able to decide, in any particular situation, not to use the AI System or otherwise disregard, override or reverse the output of the AI System;
  • be able to intervene on the operation of the AI System or interrupt the system through a "stop" button or a similar procedure.
Article 8 -Accuracy, robustness and cybersecurity
  1. The Company ensures that the AI System has been and shall be designed and developed following the principle of security by design and by default. In the light of the Intended Purpose, it should achieve an appropriate level of accuracy, robustness, safety and cybersecurity, and perform consistently in those respects throughout the lifecycle of the AI System.

Section C – Obligations of the Company in relation to the AI System

Article 9 - Compliance with Section B

The Company must ensure that from the Delivery of the AI System until the end of the term of the Agreement the AI System complies with the requirements established in Section B of these Clauses.

Article 10 - Corrective actions

If during the term of the agreement the Company considers or has reason to consider that the AI System is not in conformity with these Clauses, whether in response to a comment by the Client or not, it shall immediately take the necessary corrective actions to bring the system into conformity. The Company shall inform the Client accordingly.

Article 11 - Obligation to explain the functioning of the AI System on an individual level
  1. In addition to the obligations described in article 6, during the term of the Agreement the Company is obliged to assist the Client at the Client's first request to explain how the AI System arrived at a particular decision or outcome to the persons or group of persons on which the AI System is (intended to be) used. At the minimum, this assistance will include a clear indication of the key factors that led the AI System to arrive at a particular result and the changes to the input that must be made in order for it to arrive at a different outcome.
  2. The obligation as described in article 11.1 comprises the provision to the Client of all the technical and other information required in order to explain how the AI System arrived at a particular decision or outcome and to offer the persons or group of persons on which the AI System is (intended to be) used the opportunity to verify the way in which the AI System arrived at a particular decision or outcome. The Company hereby grants the Client the right to use, share and disclose this information, if and to the extent necessary to inform the persons or group of persons on which the AI System is (intended to be) used about the functioning of the AI System and/or in any legal proceedings.

Section D – Rights to use the Data Sets

Article 12 - Rights to Client Data Sets
  1. All rights, including any intellectual property right, relating to Client Data Sets will accrue to the Client or a third party designated as such by the Client.
  2. The Company is not entitled to use Client Data Sets for any purpose other than the performance of the Agreement, except as otherwise provided in Annex B.
  3. On first request of the Client, the Company must destroy Client Data Sets, except as otherwise provided in Annex B.
Article 13 - Rights to Company Data Sets and Third Party Data Sets
  1. All rights, including any intellectual property right, relating to Company Data Sets and Third Party Data sets will accrue to the Company or a third party.
  2. The Company grants the Client a non-exclusive right to use Company Data Sets and Third Party Data Sets that is in any event sufficient for performance of the provisions of the Agreement, including the Clauses, except as otherwise provided in Annex B.
Article 14 - Hand over of the Data Sets
  1. On first request of the Client, the Company will hand over the most recent version of Client Data Sets to the Client.
  2. The Data Sets must be handed over to the Client by the Company in a common file format to be designated by the Client.
Article 15 - Indemnifications
  1. The Company will indemnify the Client against all claims brought by third parties, including supervisors, in respect of any breach of their intellectual property rights, privacy rights or equivalent claims relating to knowledge, unlawful competition and so forth with regards to the Company Data Sets and Third Party Data Sets.
  2. The Client will indemnify the Company against all claims brought by third parties, including supervisors, in respect of any breach of their intellectual property rights, privacy rights or equivalent claims relating to knowledge, unlawful competition and so forth with regards to Client Data Sets.

Section E – AI register and audit

Article 16 - AI register
  1. At the Client's first request, the Company will provide the Client with the most recent version of the information described in Annex C and Annex D.
  2. The Client will be entitled to share the information described in article

16.1 with third parties and to disclose it, for example in a register for AI Systems.

Article 17 - Compliance and audit
  1. At first request of the Client, the Company must make available to the Client all information necessary to demonstrate compliance with these Clauses.
  2. The Company is obliged to cooperate in an audit or other type of inspection to be carried out by or on behalf of the Client to assess whether the Company complies with its obligations laid down in these Clauses at all times. Such cooperation will include providing all information required by the Client, providing an insight into the risk management system implemented, making Company staff available for interviews and providing access to the locations of the Company.
  3. The Client will prepare, or cause the preparation of, a report in which the conclusions of the audit are recorded. In the report, the Client will record the extent to which the Company complies with the obligations under the Agreement. If the Client establishes that the Company does not comply with the obligations under this article, the Company will be obliged to remedy the defects identified by the Client within the reasonable term set by the Client in the report. If the Company fails to remedy the defects identified by the Client within the term set in the report for remedying such defects, the Company will be in default by operation of law.
  4. The Client will be entitled to publish the conclusions of the report referred to in article 17.3.
  5. The Client will be entitled to perform, or cause the performance of, an audit once per calendar year or in relation to any Substantial Modification.
  6. The Client may decide to have all or part of the audit performed by an independent auditor.
  7. The costs of the auditor to be engaged by the Client, if any, will be paid by the Client. The Client will pay the Company a reasonable fee for any costs to be incurred by the Company in the context of the audit.

Section F – Costs

Article 18 - Costs

Unless agreed otherwise between the parties or expressly provided otherwise in these Clauses, no additional fee will be owed to the Company by the Client in consideration of the work ensuing from these Clauses.

Annex A – The AI System and the Intended Purpose

Description of the AI System

Within the scope of these clauses are the following systems or components of systems:

RocketSmart.io platform, and all associated programs and services that are provided with, or that rely upon, this platform.

Intended Purpose

The AI system offers comprehensive support to university tech transfer organizations seeking to connect their innovations to companies that can commercialize these innovations. Such commercialization may occur through direct partnerships between the university and the company, or may be provided through a startup spun out from the university, which is then transitioned into a successful commercial venture. The services provided by and through the AI System include identifying strategic partners, facilitating partnerships, advising on intellectual property, providing market insights, expanding networks, offering mentorship, and conducting educational workshops.

Annex B – The Data Sets

The Client Data Sets‍

The following Data Sets are provided by the Client to the Company under the Agreement or to be created or collected as part of the Agreement:

Description of the Data Set

Rights of use of the Company

Obligation to destroy the Data Set at the end of the term of the Agreement

Descriptions of innovations, personnel creating same and contact details of such personnel

Only to provide services in the context of the AI System as described herein; use in training is not permitted

Yes

Company Data Sets and Third Party Data Sets

The following Company Data Sets and Third Party Data Sets will be or were used for the training (if applicable), validation and testing of the AI System:

Description of the Data Set

Rights of use of the Client

Obligation to hand over

USPTO patent and application data

Only through regular use of the AI System, through the provided User Interface (UI)

No

Crunchbase data

Only through regular use of the AI System, through the provided User Interface (UI)

No

Data obtained through Common Crawl

Only through regular use of the AI System, through the provided User Interface (UI)

No

Hand curated data on news and innovation

Only through regular use of the AI System, through the provided User Interface (UI)

No

Annex C – The Data Sets

The technical documentation shall contain at least the following information, as applicable to the relevant AI System:

  1. a general description of the AI System including:
  • its intended purpose, the name of the Company, the date and the version of the system;
  • the nature of data likely or intended to be processed by the system and, in the case of personal data, the categories of natural persons and groups likely or intended to be affected;
  • how the AI System can interact or can be used to interact with hardware or software that is not part of the AI System itself, where applicable;
  • the versions of relevant software or firmware and any requirement related to version update;
  • the description of all forms in which the AI System is placed on the market or put into service;
  • the description of hardware on which the AI System is intended to run;
  • where the AI System is a component of products, photographs or illustrations showing external features, marking and internal layout of those products;
  • a detailed and easily intelligible description of the system’s main optimization goal or goals;
  • a detailed and easily intelligible description of the system’s expected output and expected output quality;
  • detailed and easily intelligible instructions for interpreting the system’s output;
  • examples of scenarios for which the system should not be used.
  1. a detailed description of the elements of the AI System and of the process for its development, including:
  • the methods and steps performed for the development of the AI System, including, where relevant, recourse to pre-trained systems or tools provided by third parties and how these have been used, integrated or modified by the Company including a description of any licensing or other contractual arrangements related to such third-party inputs;
  • the design specifications of the system, namely the general logic of the AI System and of the algorithms; the key design choices including the rationale and assumptions made, also with regard to persons or groups of persons on which the system is intended to be used; the main classification choices; what the system is designed to optimize for and the relevance of the different parameters; the decisions about any possible trade-off made regarding the technical solutions adopted to comply with the requirements set out in these Clauses;
  • the description of the system architecture explaining how software components build on or feed into each other and integrate into the overall processing; the computational resources used to develop, train, test and validate the AI System;
  • where relevant, the data requirements in terms of datasheets describing the training methodologies and techniques and the training data sets used, including information about the provenance of those data sets, their scope and main characteristics; how the data was obtained and selected; labelling procedures (e.g. for supervised learning), data cleaning methodologies (e.g. outliers detection);
  • where applicable, a detailed description of pre-determined changes to the AI System and its performance, together with all the relevant information related to the technical solutions adopted to ensure continuous compliance of the AI System with the relevant requirements set out in these Clauses;
  • the validation and testing procedures used, including information about the validation and testing data used and their main characteristics; metrics used to measure accuracy, robustness, cybersecurity and compliance with other relevant requirements set out in these Clauses as well as potentially discriminatory impacts; test logs and all test reports dated and signed by the responsible persons, including with regard to pre-determined changes as referred to under point 2.5;
  • cybersecurity measures put in place.

Detailed information about the monitoring, functioning and control of the AI System, in particular with regard to: its capabilities and limitations in performance, including the degrees of accuracy for specific persons or groups of persons on which the system is intended to be used and the overall expected level of accuracy in relation to its intended purpose; the foreseeable unintended outcomes and sources of risks to health and safety, fundamental rights and discrimination in view of the intended purpose of the AI System.

  1. a detailed description of the risk management system in accordance with article 2;
  1. a description of any relevant change made by the Company to the system through its lifecycle.

‍

Annex D – Technical documentation

The instructions for use shall contain at least the following information, as applicable to the AI System:

  1. the identity and the contact details of the Company and, where applicable, of its authorized representatives;
  1. the characteristics, capabilities and limitations of performance of the AI System, including where appropriate:
  • the Intended Purpose;
  • the level of accuracy, robustness and cybersecurity referred to in article 8 against which the AI System has been tested and validated and which can be expected, and any clearly known and foreseeable circumstances that may have an impact on that expected level of accuracy, robustness and cybersecurity;
  • any clearly known or foreseeable circumstance, related to the use of the AI System in accordance with the Intended Purpose or under conditions of Reasonably Foreseeable Misuse, which may lead to risks to the health and safety or fundamental rights;
  • the degree to which the AI System can provide an explanation for decisions it takes;
  • its performance as regards the persons or groups of persons on which the AI System is intended to be used;
  • relevant information about user actions that may influence system performance, including type or quality of the input data, or any other relevant information in terms of the training, validation and testing data sets used, taking into account the intended purpose of the AI System.
  1. the changes to the AI System and its performance which have been pre-determined by the Company, if any;
  1. the human oversight measures referred to in article 7, including the technical measures put in place to facilitate the interpretation of the outputs of the AI System by the Client;
  1. the expected lifetime of the AI System and any necessary maintenance and care measures to ensure the proper functioning of that AI System, including as regards software updates;
  1. a description of the mechanisms included within the AI System that allows users to properly collect, store and interpret the logs.
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