Terms of service

GENERAL TERMS OF SERVICE

1. These Terms

1.1. These terms of service (“Terms”) set out the general terms and conditions under which Wordsmith AI Ltd (“Wordsmith AI”, “we” or “us”) operates legal workflow automation software comprising certain artificial intelligence solutions (the “Wordsmith AI Solution”).

1.2. We grant you (“Customer” or “you”) a licence to use the Wordsmith AI Solution and provide you with certain services in the context of your use of Wordsmith AI as set out in the above order form (“Order Form” and together with these Terms, the “Contract”) (the “Services”).

1.3. These Terms incorporate by reference Wordsmith AI’s data processing agreement (available at https://app.vanta.com/wordsmith.ai/trust/ze3ctf4wjcl4713io5yps/resources) (“Data Processing Agreement”), as amended from time to time.

1.4. The Order Form (1) shall take precedence over the Data Processing Agreement (2), which shall take precedence over these Terms (3).

1.5. A reference to a party to the Contract includes that party’s directors, employees and contractors acting on the relevant party’s instruction or under its direct control, as the case may be.

2. Usage

2.1. Your access will start on the Start Date specified in the Order Form or as agreed otherwise between us in writing (email being sufficient for such purposes) (the “Start Date”).

2.2. Details of your plan and functionality available to you are as set out in the Order Form. You may add additional users at any time at the rate per-user set out in the Order Form by requesting the same in writing to us.

2.3. During the term of the Contract, we grant you a limited, non-exclusive, non-transferable, non-assignable licence to access and use the Wordsmith AI Solution for the Services set out in the Order Form (the “Licence”). Except for this Licence, we grant you no right, title or interest in the Wordsmith AI Solution.

2.4. The Wordsmith AI Solution has been designed to be integrated into an organisation’s online internal communication and workflow automation system. You acknowledge that, in order to use the Wordsmith AI Solution and/or our Services, we may require you to have an active account with such system (including accepting the terms and conditions of any such system). The Customer is responsible for obtaining and maintaining, at its expense, the hardware, software and internet connectivity necessary to access and use the Services.

2.5. Subject to clauses 2.6 and 2.7, you acknowledge and accept that we may:

2.5.1. add or withdraw certain features temporarily or permanently at any time, to deal with bug fixes, patches and maintenance releases. Where practicable, we will give you advance warning; and

2.5.2. remove certain features or functionality from the Wordsmith AI Solution. If any such removal is reasonably likely to negatively impact your use of the Wordsmith AI Solution in a material way, we will give you at least 30 days’ written notice (which shall include via email).

2.6. If we reasonably believe there to be fraudulent activity or material breach of these Terms, we may at any time temporarily suspend access to and your use of the Wordsmith AI Solution and/or our Services. We will use commercially reasonable endeavours to notify you in advance to the extent permitted by law and regulation. Any temporary suspension placed on your user account will not last any longer than 10 working days, after which we will either terminate the Contract or remove the suspension. We are not obliged to credit or discount a subscription for suspensions in circumstances where your act or omission constitutes fraudulent activity in your environment or you are in breach of your obligations under the Contract.

2.7. Your subscription includes reasonable usage of the Wordsmith AI Solution for internal legal purposes. We monitor usage to ensure the Services remain sustainable and fairly accessible to all customers. If your usage patterns suggest the Wordsmith AI Solution is being used in a manner inconsistent with normal legal workflow requirements (for example, at volumes or frequencies that are disproportionate to your licensed user count or that indicate automated bulk processing for non-legal workflows), we will contact you to discuss your requirements and agree appropriate next steps. We will not apply additional charges or service restrictions without prior notice and your agreement.

3. Our obligations

3.1. We shall:

3.1.1. provide you with access to the Wordsmith AI Solution to the extent required for the Services in accordance with the Contract;

3.1.2. provide you with our Services with reasonable care and skill; and

3.1.3. reasonably co-operate with you in relation to your use of the Wordsmith AI Solution and/or our Services.

3.2. We:

3.2.1. will not use Inputs or Outputs (each as defined in clauses 6.1.1 and 6.1.3 respectively) to train the Wordsmith AI Solution except for your (and your authorised users') sole use and benefit. Subject to our obligations under the Data Processing Agreement, data protection law and our confidentiality obligations under these Terms, we may nonetheless use anonymised, aggregated and statistical data derived from use of the Wordsmith AI Solution, Inputs or Outputs and reduced to mathematical constructs to improve the Services and/or Wordsmith AI Solution. Nothing in these Terms will permit Wordsmith AI to use any Inputs or Customer Data to enhance third-party models;

3.2.2. do not warrant that your access to and use of the Wordsmith AI Solution and/or the Services will be uninterrupted or error-free;

3.2.3. do not warrant that your use of the Wordsmith AI Solution and/or the Services will meet your requirements; and

3.2.4. will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that availability of the Wordsmith AI Solution and/or our Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4. Your obligations

4.1. You shall:

4.1.1. provide us with details we request from you, which we may reasonably need to grant you access to or to provide to you the Wordsmith AI Solution and/or our Services, including your Slack (or similar communication system) account information;

4.1.2. ensure all information you give us is correct and up-to-date at all times, and notify us immediately of any changes to your contact, billing and payment details;

4.1.3. pay any Fees (as defined below) to us when due;

4.1.4. follow the instructions and directions we give you about using the Wordsmith AI Solution and/or our Services and only use them in accordance with all applicable laws, rules and regulations;

4.1.5. make sure everyone under your supervision and who may use or do anything in relation to the Wordsmith AI Solution and/or our Services also meets the responsibilities set out in these Terms;

4.1.6. use your best endeavours to ensure that none of your authorised users will share their username, password or account login details with anyone;

4.1.7. notwithstanding the general prohibition to share username, password or account login details with anyone, be responsible and liable for any use by any other person you authorize to use the Wordsmith AI Solution and/or our Services, including, without limitation, any charges associated with that use and any consequences if an applicable person misuses the Wordsmith AI Solution and/or our Services or breaches these Terms or suffers any injury or damage to their property;

4.1.8. notify us if you become aware of any unauthorised third-party access to our data or systems and will use reasonable efforts to remedy identified security threats and vulnerabilities to your systems; and

4.1.9. ensure that you comply with applicable law and all our current policies made available by us to you from time to time, including but not limited to any acceptable use terms and any other standards or policies which we may publish.

4.2. You must not (and will ensure that no authorised user will):

4.2.1. attempt to copy, reproduce, publish, transmit, broadcast, archive, download (other than through caching necessary for personal use), distribute, modify, display, perform, licence, transfer, exchange, translate, create derivative works from, offer for sale, or use (except as explicitly authorised by these Terms) content and information contained on or obtained from or through your use of the Wordsmith AI Solution (excluding the Outputs) unless permitted by applicable law, or you have obtained an express prior written permission from us, or the content and information in question have been intended and designated for further transmission or broadcasting;

4.2.2. circumvent, remove, alter, deactivate, degrade or manipulate Wordsmith AI’s Solution by any other means;

4.2.3. use your access to Wordsmith AI’s services to build a product or service which competes with the Wordsmith AI Solution and/or Services;

4.2.4. use any robot, spider, scraper or other automated means to access the Wordsmith AI Solution and/or our Services, including any content or information obtained from their use;

4.2.5. decompile, reverse engineer or disassemble the Wordsmith AI Solution and/or our Services or processes made accessible through our Services (except as permitted by applicable law);

4.2.6. use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities or users;

4.2.7. insert any code or product or manipulate the content of the Wordsmith AI Solution and/or our Services in any way;

4.2.8. use any data mining, data gathering or extraction method;

4.2.9. infringe any third party's rights when using the Wordsmith AI Solution and/or Services;

4.2.10. transmit any material that is defamatory in relation to your use of the Wordsmith AI Solution and/or our Services;

4.2.11. upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Wordsmith AI Solution and/or our Services, including any software viruses or any other computer code, files or programmes;

4.2.12. obtain, retain, use, or provide access to the Services to an affiliate or any third party in a manner that may breach any applicable export control or economic sanctions laws and regulations for any jurisdiction including the United States of America, the United Kingdom and the European Union and its Member States.

4.3. use our Wordsmith AI Solution:

4.3.1. to develop, train, or improve any separate models, products, or services powered by or incorporating artificial-intelligence or machine-learning technologies which compete with the Wordsmith AI Solution or our Services;

4.3.2. to discover any underlying components of the models, algorithms, and systems of the Wordsmith AI Solution (e.g., to attempt to determine, exfiltrate, or remove the weights of models);

4.3.3. for automated decision-making that has legal or similarly significant effects on individuals (including without limitation any adverse or detrimental impact on their fundamental or human rights) unless adequate, appropriate, and independent human review and supervision has first been undertaken and the Customer has ensured that such use complies with all applicable laws (but, notwithstanding this, neither the Customer nor any authorised user may use the Wordsmith AI Solution to make determinations on criminal justice applications);

4.3.4. for any official local, state, or national law enforcement application beyond back-office functions such as internal training, call centre support, document summarisation, and accounting;

4.3.5. for purposes or with effects that are or are reasonably likely to be discriminatory, bias-inducing, harassing, harmful, fraudulent, abusive, unethical, unlawful, or illegal;

4.3.6. in a way that that could foreseeably result in the death or serious bodily injury of any individual or in physical or environmental damage;

4.3.7. to spread false, deceptive, or misleading information;

4.3.8. to promote or advocate for a particular political candidate, party, issue, or position, or engage in political lobbying, or to analyse or identify specific content to censor on behalf of a government organisation; or

4.3.9. to use, fine-tune, train, or otherwise develop the Wordsmith AI Solution in such a way that it may be at risk of being categorised as 'Prohibited' or 'High Risk' (as defined in the European Union’s Artificial Intelligence Act (Regulation (EU) 2024/1689) (“EU AI Act”)).

4.4. To the maximum extent permitted by applicable law and save as set out in these Terms, Wordsmith AI makes no warranties relating to the Wordsmith AI Solution and expressly disclaims all implied warranties, including without limitation those of merchantability, accuracy, fitness for a particular purpose, satisfactory quality, non-infringement.

5. Charges and payment

5.1. In consideration for Wordsmith AI granting the Customer the Licence and/or providing the Services, the Customer shall pay to Wordsmith AI the fee(s) specified in the Order Form or as otherwise agreed between the parties in writing (including by email) (the “Fees”) within 30 days from the date of the validly issued invoice (“net 30”).

5.2. Before or on the Start Date, you shall provide to us your up-to-date, complete and acceptable billing details.

5.3. If we have not received payment of our Fees that are not the subject of a good faith dispute within 30 days after the due date, and without prejudice to any other rights and remedies of Wordsmith AI:

5.3.1. we may, on no less than five Business Days’ notice to the Customer and without liability to the Customer, disable the Customer's access to all or part of the Wordsmith AI Solution and/or the Services and we shall be under no obligation to provide access to or functionality of the Wordsmith AI Solution and/or any or all of the Services while the invoice(s) concerned remain unpaid; and

5.3.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 2% over the then current base lending rate of Bank of England from time to time, commencing on the day after the due date and continuing until fully paid, whether before or after judgment.

5.4. All amounts and fees stated or referred to in the Contract:

5.4.1. shall be paid in the agreed currency (as set out in the Order Form);

5.4.2. shall not be subject to set-off, counterclaim or deduction;

5.4.3. are non-cancellable and non-refundable; and

5.4.4. are exclusive of value added tax (if applicable), which shall be added to Wordsmith AI’s invoice(s) at the appropriate rate.

5.5. We will not change the Fees before the Renewal Date without your prior written consent (email being sufficient for such purpose). We reserve the right to update the Fees that will be payable after the Renewal Date and for each 12-month renewal period thereafter, by giving at least sixty (60) days' notice.

6. Intellectual property rights

6.1. In this Contract:

6.1.1. “Input” means any and all data, prompts, queries, documents, files, content or information provided, entered or submitted by you or your authorised users for processing via the Wordsmith AI Solution (but for clarity, does not include any Feedback);

6.1.2. “Intellectual Property Rights” means any patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

6.1.3. “Output” means any and all content, or information generated by the Wordsmith AI Solution responding to, prompted by, or generated from an Input.

6.2. You acknowledge that all Intellectual Property Rights in the Wordsmith AI Solution or Services, including any materials provided by us to you in connection with the Wordsmith AI Solution or Services, shall belong to Wordsmith AI or any relevant third-party owners (as the case may be), and you shall have no rights in or to the Wordsmith AI Solution or Services other than the right to use them in accordance with the Contract terms.

6.3. You agree not to take any action inconsistent with Wordsmith AI’s ownership of its Intellectual Property Rights and agree not to challenge Wordsmith AI’s ownership or use of such Intellectual Property Rights and further agree not to attempt to register any such Intellectual Property Rights, owned or used by Wordsmith AI or any other names or marks confusingly similar thereto.

Inputs

6.4. You are responsible for all Inputs and represent and warrant that: (i) you have obtained and will maintain all necessary and valid rights, licenses, rights, authorisations, and permissions to enter, submit, upload, or otherwise provide any Inputs to you; and (ii) so far as you are aware, no Input infringes any third-party rights (including without limitation Intellectual Property Rights and privacy rights) or contravenes any applicable laws.

6.5. You (or as applicable, your licensors) will retain all rights (including Intellectual Property Rights), title, and interest in and to all Inputs.

6.6. You immediately grant us a non-exclusive, royalty-free, fully paid-up, perpetual, worldwide, revocable licence to use, analyse, monitor, process, store, reproduce and create derivative works of each Input solely: (i) for the purpose of enabling the Wordsmith AI Solution to deliver the Output; (ii) for providing Services to you; and/or (iii) subject to clause 3.2.1 of these Terms, to operate, maintain, troubleshoot, debug and improve the operation of the Wordsmith AI Solution and/or our Services we provide to you.

Customer's company logo and Feedback

6.7. We acknowledge that the Customer is the holder of rights in the Customer’s company logo. The Customer grants us a non-exclusive, royalty-free, fully paid-up, worldwide licence to use and publicly display the Customer’s company logo and name, in any and all media (including, but not limited to, LinkedIn or on our website) for the purposes of marketing the Wordsmith AI Solution and/or the Services, including for referencing existing customers. The Customer also agrees to provide a testimonial for us, in a form acceptable to the Customer (acting reasonably), within 6 months from the Commencement Date.

6.8. Where you provide to us your comments or suggestions regarding our business and technology direction and/or the possible creation, modification, correction, improvement or enhancement of the Wordsmith AI Solution, Services, any software, or products we offer (collectively “Feedback”), you grant to us a non-exclusive, perpetual, worldwide, transferable, royalty-free licence, with the right to sublicence through multiple tiers, to use, publish, disclose, perform, copy, make, have made, use, modify, create derivative works, distribute, sell, offer for sale and otherwise benefit from Feedback in any manner and via any media.

Outputs

6.9. You acknowledge that Outputs from the Wordsmith AI Solution may not be unique and may be identical or similar to Outputs generated for others, and that the quality of Outputs depends on the accuracy, quality, and precision of your Inputs. Wordsmith AI is not, to the fullest extent permitted under applicable laws, liable for suboptimal Outputs resulting from vague, incorrect, or ambiguous Inputs.

6.10. You acknowledge that Outputs are provided without human oversight and may not be accurate, complete, up to date, or suitable for any particular use. You assume all risk associated with your or your authorised users' use of Outputs, which are provided “as is” without any warranty (express or implied) as to their accuracy, completeness or fitness for a particular purpose.

6.11. You accept entire responsibility for your or your authorised users' use of and reliance upon Outputs and agree not to present them as endorsed by Wordsmith AI or as solely created by humans.

6.12. You are solely responsible for evaluating and verifying the Outputs from the Wordsmith AI Solution for appropriateness to your use case.

6.13. To the extent permitted by applicable law and to the extent any ownership rights exist in the Output, as between you and us, you own the Output generated from your content, subject to our third-party licensors’ rights and any rights we have in the Wordsmith AI Solution. You immediately grant to Wordsmith AI a non-exclusive, perpetual, irrevocable, worldwide, royalty-free and fully paid-up license to use, copy, and otherwise utilise Outputs solely to enable Wordsmith AI to exercise, perform or obtain the benefits of its rights, remedies, and/or obligations under these Terms.

6.14. Outputs generated without Input by you to the Wordsmith AI Solution (“Template Outputs”) shall be owned by us, and you are granted a non-exclusive, worldwide, royalty-free licence to use the Template Output, subject to the use restrictions set out in these Terms. For the avoidance of doubt, Template Outputs shall include only: (i) blueprints (templates), generally-available playbooks or other pre-existing content provided by Wordsmith AI that is not generated in response to any Customer Input; and (ii) general product documentation and user interface elements. Any Output generated by the Wordsmith AI Solution in response to, or prompted by, or derived from, any Customer Input shall be deemed to be generated from the Customer’s content and owned by the Customer pursuant to clause 6.13.

7. Data protection

7.1. In providing the Wordsmith AI Solution and/or the Services, Wordsmith AI may process certain personal data related to Customers and users accessing or using the Wordsmith AI Solution and/or Services on the instruction of and on behalf of the Customer (“Personal Data”).

7.2. You are responsible for ensuring the legality of the Personal Data that you or authorised users provide to Wordsmith AI. To the extent that you or your authorised users provide Personal Data to Wordsmith AI for account registration or otherwise, the parties acknowledge and agree that such information will be processed by Wordsmith AI in accordance with the Privacy Policy and the Data Processing Agreement.

7.3. Each party shall remain solely responsible for its compliance with the relevant data protection laws and regulations.

8. Third party AI Service Providers

8.1. Wordsmith AI may use AI technologies, including large language models (“LLMs”) and other foundation models, provided by third parties (“AI Service Providers”) to provide the Wordsmith AI Solution. Subject to Wordsmith AI’s obligations under the Data Processing Agreement, Wordsmith AI may change such third-party AI technologies at any time. As between the parties, Wordsmith AI will remain responsible for the acts and omissions of such AI Service Providers.

8.2. You acknowledge that, where Wordsmith AI’s provision of the Wordsmith AI Solution utilises an AI Service Provider’s foundation model, including without limitation an LLM (the “Third-Party Model”):

8.2.1. Wordsmith AI has no access to the underlying training data, model parameters or proprietary algorithms of such Third-Party Model and, to the fullest extent permitted by law, Wordsmith AI makes no representations or warranties in respect thereof;

8.2.2. Wordsmith AI has no control over the performance or availability of such Third-Party Model;

8.2.3. excessive use of the Third-Party Model may result in temporary throttling of your (and your authorised users') access to the Wordsmith AI Solution; and

8.2.4. notwithstanding anything to the contrary in these Terms or the Data Processing Agreement, Wordsmith AI cannot audit Third-Party Models but will rely on the AI Service Provider’s published information for compliance assessments.

9. Indemnity

9.1. Indemnity from Wordsmith AI: Subject to clause 10 and the remaining provisions of this clause 9, we will indemnify you against all liabilities (including any amounts agreed in a settlement agreement approved by us relating to any third party claim), costs, expenses, damages and losses (including but not limited to any direct losses and all interest, penalties and reasonable legal costs and all other reasonable professional costs and expenses) directly connected to such claim, loss or damage, which directly arise from (i) a third party claim that use of the Wordsmith AI Solution (excluding any Output generated by the Wordsmith AI Solution) in accordance with these Terms infringes the Intellectual Property Rights of such third party (“Third Party Claim”); or (ii) any loss or damage as a result of any breach by us of clause 12 (Confidentiality).

9.2. Our obligation to indemnify you in clause 9.1 does not apply to the extent:

9.2.1. such Output or Wordsmith AI Solution was modified, transformed or used in combination with products, data or services not provided by or on behalf of the Wordsmith AI Solution or our subcontractors;

9.2.2. you did not have the right to use, enter, submit, or upload, the relevant Input or you fine-tune files to generate the allegedly infringing Output;

9.2.3. the Third-Party Claim alleges violation of a trade mark or related rights based on your use of such Output in general business;

9.2.4. the allegedly infringing Output is from content from a third-party offering;

9.2.5. the claim, loss or damage (including Third Party Claim) arises directly or indirectly out of the Customer’s related breach of these Terms;

9.3. The indemnity in clause 9.1 is subject to the indemnification procedure set forth in these Terms. Notwithstanding anything to the contrary in this Contract, the remedies set out in this clause 9.3, to the fullest extent permitted by applicable laws, constitute your sole and exclusive remedy (and our entire liability) in respect of any such claim, loss or damage.

9.4. Indemnity from you: subject to clause 9.5, you shall indemnify us, our officers, directors, employees, agents and consultants (the “Indemnified Party”) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct losses and all interest, penalties and reasonable legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Indemnified Party which are directly connected with your use of Wordsmith AI and/or our Services; and any breach of these Terms by you and/or your users (save where such claim, action, proceeding, loss, damage, expense or cost arises as a result of our failure to comply with our own obligations in respect of Wordsmith AI or Services).

9.5. Each party’s obligation to indemnify the other under clauses 9.1 or 9.4 (as applicable) is conditional on the indemnified party: (1) promptly notifying the indemnifying party in writing of any Third Party Claim; (2) supplying information we reasonably request; and (3) allowing the indemnifying party to control the claim (provided they indemnify you in advance). We may remedy any alleged or anticipated infringement of a Third Party Claim by: (a) procuring the right for you to continue using the Service in accordance with the Contract; and/or (b) replacing the affected material with replacements that do not alter the fundamental nature of the relevant Service.

10. Limitation of liability

10.1. Except as expressly stated in clause 10.2:

10.1.1. neither party shall have any liability for any losses or damages which may be suffered by the other (or any person claiming under or through the other), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: special damage even if that party was aware of the circumstances in which such special damage could arise; loss of profits; loss of anticipated savings; loss of sales or business opportunity; loss of goodwill; loss of data and wasted expenditure;

10.1.2. subject to clause 10.1.3, the total aggregate liability of either party, whether in contract, tort (including negligence) or otherwise and whether in connection with the Contract or any collateral contract, shall in no circumstances exceed the total Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose;

10.1.3. each party’s aggregate liability arising under clause 9 (Indemnity) shall in no circumstances exceed the higher of: (i) five times the total Fees paid and payable by the Customer during the 12 months immediately preceding the date on which the claim arose; and (ii) £500,000; and

10.1.4. both parties agree that, in entering into the Contract, neither party relied on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms. If either party did rely on any representations, whether written or oral, not expressly set out in these Terms, that party shall have no remedy in respect of such representations and (in either case) no liability in any circumstances otherwise than in accordance with the express terms of the Contract.

10.2. The exclusions and limitations in clause 10.1 shall apply to the fullest extent permissible at law, but neither party excludes liability for:

10.2.1. death or personal injury caused by the negligence of Wordsmith AI, its officers, employees, contractors or agents;

10.2.2. fraud or fraudulent misrepresentation; or

10.2.3. any other liability which may not be excluded by law.

10.3. Except as expressly and specifically provided in these Terms, we shall have no responsibility or liability for the availability or reliability of the Wordsmith AI Solution and/or the Services, or their ability to meet the Customer’s needs. The outcomes and/or content provided by the Wordsmith AI Solution and/or in the course of the provision of the Services are provided for general information only and may be provided in an automated manner based on the information, materials and data which the Wordsmith AI Solution has had access to. The outcomes are not intended to meet any individual, specific or professional requirements. The content is not intended to amount to advice on which you should rely and no solicitor-client relationship is formed through use of the Wordsmith AI Solution and/or Services. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the outcomes and/or content obtained from the Wordsmith AI Solution and/or our Services. You assume sole responsibility for any conclusions drawn from using the Wordsmith AI Solution and/or our Services, as well as for meeting any individual, specific or professional requirements.

10.4. We shall have no responsibility or liability for the accuracy, deletion, failure to store, transmit or receive transmission of any content provided by a Customer to us.

10.5. We are not responsible for any damages resulting from any decisions by you or anyone accessing the Services through you made in reliance on the services, including financial, tax and accounting, legal, compliance, or any other professional advice. You agree that you use the Wordsmith AI Solution and the Services at your own risk in these respects.

10.6. Where we provide (including through the Wordsmith AI Solution or in the provision of the Services) links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

11. Term and termination

11.1. The Contract shall commence on the Start Date and shall, unless otherwise terminated as provided in this clause 11, continue until the Renewal Date (as set out in the Order Form) (the “Initial Period”) and, thereafter, it shall be automatically renewed for successive 12 month periods beginning immediately after the Renewal Date (the "Renewal Period").

11.2. Either party may terminate the Contract for convenience at the end of each Renewal Period by serving to the other party a written notice (email being sufficient for such purpose) at least 30 days before the expiration of the relevant Contract renewal term, such termination taking effect at the end of the current Contract term at earliest (unless the Customer has terminated the Contract by notice as a result of Wordsmith AI’s change of these Terms that directly and substantially contradict the terms and conditions of the Contract in effect when the Customer initially accepted it, and the Customer finds these changes unacceptable; in such case termination shall become effective after the expiration of the 30 days’ notice period).

11.3. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

11.3.1. the other party fails to pay any undisputed amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

11.3.2. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of the other party being notified in writing to do so;

11.3.3. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

11.3.4. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or

11.3.5. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

11.4. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11.5. On termination:

11.5.1. the licence to use the Wordsmith AI Solution shall cease;

11.5.2. the Customer will lose access to the Wordsmith AI Solution;

11.5.3. the Customer shall pay to Wordsmith AI any undisputed sums due to Wordsmith AI under these Terms within 30 days; and

11.5.4. Wordsmith AI shall within 30 days from the date on which termination has become effective pay to the Customer the pro-rated sum for any paid-for but unused licence term.

11.6. Upon termination of the Contract, we will delete or return (at your request) all content of the respective Customer and its users within 30 days after the Contract has expired.

11.7. Any provision of these Terms which expressly or by implication is intended to come into or continue in force on or after termination of this Contract shall remain in full force and effect.

12. Confidentiality

12.1. In order to perform its obligations under the Contract, each party may be given access to information of the other party (including that of its authorised users) that is proprietary or confidential or is either clearly labelled or identified as such or that a reasonable person would deem to be confidential (“Confidential Information”). A party's Confidential Information shall not be deemed to include information that:

12.1.1. is or becomes publicly known other than through any act or omission of the receiving party;

12.1.2. was in the other party's lawful possession before the disclosure;

12.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

12.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.

12.2. Subject to clause 12.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Contract.

12.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Contract.

12.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

12.5. The provisions of this clause 12 shall survive termination of this Contract, however arising.

13. General provisions

13.1. Assignment. Neither party shall assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the other party, provided that either party may assign or transfer any or all of its rights under the Contract to a member of its Group. For the purposes of this clause, “Group” means, in relation to a company, that company, any subsidiary or holding company from time to time of that company and any subsidiary from time to time of a holding company of that company.

13.2. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.3. Variation No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.4. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.5. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, unless superseded by a provision contained in a new version of these Terms, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract. If any provision of the Contract is deemed deleted under this clause 13.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.6. Notices. Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the other party’s recorded address. Any notice shall be deemed to have been received (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting (where “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business); or (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.7. Third party rights. The provisions of clauses 9 (Indemnity) and 10 (Limitation of Liability) are for the benefit of us and our officers, directors, employees, agents, contractors and consultants. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf. Otherwise, and unless expressly stated otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

13.8. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

13.9. Force majeure. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving seven days' written notice to the affected party.

13.10. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with English law.

13.11. Jurisdiction. Both parties agree that the courts of England & Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).