Terms of Service

"Add-in" means the HyperCounsel Microsoft Word integration software provided as part of the Service.

"AI Providers" means the third-party artificial intelligence providers utilised by the Company to process User Content and generate AI Output.

"AI Output" (also referred to as "Generated Output") means any text, redlines, comments, analyses, or document drafts generated by the Service's artificial intelligence functionality.

"Authorised Users" means individuals permitted to access the Service under the Customer's Subscription Plan, subject to Clause 4.

"Billing Cycle" means the recurring period for which Subscription Fees are charged, either monthly or yearly as selected by the Customer.

"Company" means AirCounsel Ltd. (registered in England and Wales under company number 12000525).

"Force Majeure Event" has the meaning given to it in Clause 22.1.

"Confidential Information" has the meaning given to it in Clause 13.

"Customer" means the individual or legal entity entering into this agreement by creating an account or using the Service.

"Dashboard" means the web-based interface for managing the Customer's account, Authorised Users, and reviewing AI Output.

"Data Protection Laws" means the UK GDPR, the Data Protection Act 2018, and any other applicable privacy legislation.

"Free Trial" means the 30-day period during which the Customer may evaluate the Service without charge, subject to Clause 5.

"Individual Plan" means a subscription permitting access for one Authorised User only.

"IP Claim" has the meaning given to it in Clause 17.2.

"PII Protection" means the optional feature that anonymises personal data before processing by third-party AI providers.

"Retention Period" has the meaning given to it in Clause 19.1.5.

"Service Level" has the meaning given to it in Clause 15.2.

"Service" means the HyperCounsel software-as-a-service product, including the Add-in and Dashboard, as more fully described in Clause 3.

"Subscription Fees" means the charges payable for access to the Service under Clause 6.

"Subscription Plan" means either the Individual Plan or Team Plan selected by the Customer.

"Team Plan" means a subscription permitting access for a minimum of two Authorised Users.

"User Content" means any documents, clauses, data, text, or other materials uploaded to or processed by the Service by or on behalf of the Customer.

This Agreement constitutes a legally binding contract between the Company and the Customer upon the earlier of: (a) the Customer's acceptance of these terms during account registration; or (b) the Customer's first authorised use of the Service.

Subject to the Customer's compliance with this Agreement and payment of the applicable Subscription Fees, the Company grants the Customer a limited, non-exclusive, non-transferable, revocable licence during the Subscription Term to permit its Authorised Users to:

in each case solely for the Customer's internal business purposes and strictly in accordance with the number of Authorised Users permitted under the Customer's Subscription Plan.

The Customer shall ensure that all Authorised Users comply with the terms of this Agreement and shall be liable for any act or omission of an Authorised User which would constitute a breach of this Agreement if it were an act or omission of the Customer.

The licence granted herein does not include any right to: (a) sub-license, sell, resell, transfer, or assign the Service; (b) modify, reverse engineer, decompile, or create derivative works of the Service; or (c) use the Service to develop a competing product or service.

All rights not expressly granted to the Customer in this Agreement are reserved by the Company. The Customer acknowledges that the Service is provided on a licensed basis only and that no title or ownership rights are transferred under this Agreement.

The Service consists of: (a) the Add-in, which integrates with Microsoft Word to provide AI-powered document drafting, redlining, and analysis functionality; and (b) the Dashboard, which enables Authorised Users to manage User Content, account settings, and review AI Output.

The Add-in operates as a side panel within Microsoft Word, processing User Content to generate AI Output. The Service includes functionality for Authorised Users to: (a) upload reference documents for contextual analysis; (b) index and retrieve clauses from a local clause library; and (c) optionally enable PII Protection to anonymise personal data before it is processed by third-party AI providers.

The Customer is responsible for maintaining the hardware, software, and stable internet connectivity necessary to access and use the Service, including any Microsoft Word licensing requirements. The Customer acknowledges that: (a) User Content will be processed by AI Providers in accordance with Clause 10; and (b) the Company may modify or update the Service from time to time.

The Company does not warrant that the Service will be uninterrupted or error-free. The Customer is solely responsible for reviewing all AI Output for accuracy, completeness, and compliance with applicable legal and professional standards before any use or reliance thereon.

The Customer shall designate Authorised Users in accordance with its Subscription Plan. An Individual Plan permits access for one named individual only. A Team Plan requires a minimum of two named individuals, with additional users permitted subject to the payment of applicable Subscription Fees.

The Customer shall ensure that each Authorised User is assigned unique login credentials and that such credentials are kept confidential and not shared with any other individual. The Customer is responsible for all activities that occur under its Authorised Users' accounts.

The Customer may add, remove, or replace Authorised Users via the user management dashboard, provided that: (a) the minimum number of users for a Team Plan is maintained at all times; and (b) any additions are subject to pro-rata billing adjustments as set out in Clause 6. A single Authorised User licence may not be used to provide access for multiple individuals on a rotating basis.

The Customer shall immediately notify the Company of any unauthorised access to or use of the Service and shall take all reasonable steps to prevent further unauthorised access. The Company reserves the right to suspend any compromised accounts until security is restored.

The Company reserves the right to monitor and audit access to the Service to verify compliance with the user limits under the Subscription Plan. Any use of the Service by a number of individuals exceeding the number of Authorised Users permitted by the Subscription Plan shall constitute a material breach of this Agreement.

The Company offers two Subscription Plans: (a) the Individual Plan, permitting access for one Authorised User; and (b) the Team Plan, requiring a minimum of two Authorised Users. The Customer may select either a monthly or yearly Billing Cycle for its chosen Subscription Plan.

The Company may offer a Free Trial of the Service, the duration of which will be specified at the time of sign-up. To activate the Free Trial, the Customer must provide valid payment details. No Subscription Fees will be charged during the Free Trial period.

Unless the Customer cancels the Service prior to the expiry of the Free Trial, the selected Subscription Plan will automatically commence at the end of the Free Trial period. The Customer's payment method will then be charged the applicable Subscription Fees for the first Billing Cycle.

The Customer may change its Subscription Plan or Billing Cycle at any time via the Dashboard. Upgrades take effect immediately subject to pro-rata billing, while downgrades take effect at the start of the next Billing Cycle, as set out in Clause 7.

The Free Trial is limited to one per Customer (whether a legal entity or an individual). The Company reserves the right, at its sole discretion, to determine eligibility and to modify or revoke the Free Trial offer at any time without prior notice.

Fees. The Customer shall pay the Subscription Fees for the selected Subscription Plan in advance for each Billing Cycle, without deduction or set-off. All amounts payable under this Agreement are exclusive of VAT or any other applicable taxes, which shall be added at the prevailing rate.

Billing and Authorisation. Payment shall be made automatically via the payment method provided by the Customer. The Customer authorises the Company to charge the applicable Subscription Fees, plus any applicable taxes, to the designated payment method on the first day of each Billing Cycle. This authorisation will remain in effect until this Agreement is terminated in accordance with its terms.

Plan Changes. Changes to the Subscription Plan or number of Authorised Users during a Billing Cycle will result in a pro-rata adjustment to the Subscription Fees, calculated from the date of the change until the end of the current Billing Cycle. Any resulting charges or credits will be applied to the invoice for the next Billing Cycle.

Late Payment. If any payment is not received by the due date, the Company may, without prejudice to any other rights and remedies: (a) charge interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time, accruing daily from the due date until the date of actual payment; and/or (b) suspend access to the Service until payment is made in full. The Customer shall remain liable for all Subscription Fees during any period of suspension.

Fee Changes. The Company reserves the right to modify the Subscription Fees upon at least 30 days' prior written notice to the Customer. Such changes will not apply to the current Billing Cycle but will take effect at the start of the next renewal period.

Non-Refundable. All Subscription Fees are non-refundable except as expressly stated in this Agreement or as required by applicable law. No refunds or credits will be provided for partial Billing Cycles, unused portions of the Service, or for early termination.

Cancellation. The Customer may cancel its Subscription Plan at any time by providing notice via the Dashboard. The cancellation will take effect at the end of the then-current Billing Cycle. For monthly Billing Cycles, this will be the end of the current month. For yearly Billing Cycles, this will be the end of the current annual term.

Upgrades. The Customer may upgrade its Subscription Plan or increase the number of Authorised Users at any time via the Dashboard. All upgrades are effective immediately. The Customer will be charged a pro-rata fee for the upgraded Service for the remainder of the then-current Billing Cycle, and the full upgraded fee will be charged on the next billing date.

Downgrades. The Customer may downgrade its Subscription Plan or decrease the number of Authorised Users at any time via the Dashboard. All downgrades will become effective at the beginning of the next Billing Cycle. The Company will not issue any refunds or credits for downgrades made part-way through a Billing Cycle. Any downgrade to a Team Plan must maintain the minimum requirement of two (2) Authorised Users.

Effect of Cancellation. Following a cancellation notice, the Customer's access to the Service will continue until the end of the final paid Billing Cycle. The Company will not provide refunds or credits for any unused portion of the Service, except as required by applicable law.

The Company retains all right, title, and interest in and to the Service, including the Add-in, Dashboard, and all underlying software, algorithms, documentation, and branding (including the “HyperCounsel” trademark), collectively referred to as the “Company IP”. Except for the limited licence granted in Clause 2, nothing in this Agreement transfers any proprietary rights in the Company IP to the Customer.

The Customer retains all intellectual property rights in its User Content. The Customer grants the Company a non-exclusive, worldwide, royalty-free licence to use, process, and transmit User Content solely for the purpose of providing the Service to the Customer in accordance with this Agreement.

The Customer shall own all right, title, and interest in and to the specific AI Output generated from its User Content. For the avoidance of doubt, such AI Output shall be considered a computer-generated work with the Customer as the author pursuant to Section 9(3) of the Copyright, Designs and Patents Act 1988. This ownership is subject to the Company's underlying rights in the Company IP. The Company hereby waives any moral rights it may have in such AI Output under the Copyright, Designs and Patents Act 1988.

The Customer shall not: (a) reverse engineer, decompile, or disassemble the Service or any component thereof; (b) remove, alter, or obscure any proprietary notices displayed on or within the Service; (c) use the Service to develop a competing product or service; or (d) use the Company's trademarks without the Company's prior written consent.

The Customer acknowledges that AI Output is created by an artificial intelligence system and may contain inaccuracies, errors, or material that is incomplete. The Customer is solely responsible for reviewing, verifying, and editing all Generated Output before any use or reliance. The Company makes no representations or warranties regarding the accuracy, completeness, or suitability of Generated Output for any particular purpose.

The Customer warrants that it has all necessary rights, licences, and consents to upload and process User Content through the Service, and that such processing will not infringe any third-party intellectual property rights or violate any applicable laws.

Notwithstanding clause 9.3, the Company may use anonymised and aggregated data derived from User Content and Generated Output for its own business purposes, including to analyse and improve the Service, provided that such data does not identify the Customer or any individual.

The Service utilises AI Providers to process User Content and generate AI Output. The Customer acknowledges and agrees that, unless the PII Protection feature is enabled, User Content will be transmitted to and processed by these AI Providers.

The Company selects reputable AI Providers and implements appropriate contractual and technical safeguards for data processing, including as required for international data transfers under applicable Data Protection Laws. However, the Company does not control the underlying algorithms or training data used by such AI Providers and makes no representations regarding their internal processes.

The Customer expressly acknowledges and agrees that: (a) AI Output may reflect the limitations, biases, or errors inherent in machine learning systems; (b) the Company does not guarantee the accuracy, completeness, or fitness for a particular purpose of any AI Output; (c) the Customer is solely responsible for reviewing, validating, and assessing the suitability of all AI Output before any use or reliance thereon; and (d) the Company shall have no liability for the acts or omissions of its AI Providers beyond its reasonable control.

Where the Customer enables the PII Protection feature, the Service will attempt to automatically redact identifiable personal data from User Content before transmission to AI Providers. The Customer acknowledges that this feature may reduce the contextual accuracy of the AI Output. The Customer remains solely responsible for verifying the adequacy of such redactions for its specific compliance requirements under applicable Data Protection Laws.

The Company reserves the right to change its AI Providers at any time without notice, provided such change does not materially degrade the core functionality of the Service. The Company will use reasonable endeavours to notify the Customer of any provider change that materially alters the processing of User Content.

The Company is not a law firm and does not provide legal services or advice. The Service is a productivity tool designed to assist legal professionals. Any AI Output is provided for informational purposes only, does not constitute legal advice under the laws of England and Wales or any other jurisdiction, and must not be relied upon as such.

The Customer acknowledges and agrees that the Service does not perform, and is not capable of performing, any reserved legal activity as defined in Section 12 of the Legal Services Act 2007, including but not limited to the exercise of rights of audience, the conduct of litigation, reserved instrument activities, probate activities, notarial activities, or the administration of oaths.

The Customer remains solely responsible for: (a) determining the appropriateness of using the Service for any particular legal matter; (b) the professional review, verification, and adaptation of all AI Output to ensure its accuracy, completeness, and compliance with applicable laws, court rules, and professional standards; and (c) all legal decisions, advice given to its clients, and outcomes of its legal work.

Nothing in this Agreement shall create or be deemed to create a solicitor-client relationship between the Company and the Customer or any Authorised User. The Company does not undertake any duty of care or assume any professional obligations analogous to those of a legal practitioner.

For the purposes of this Clause 12, the terms “Data Controller”, “Data Processor”, “Personal Data”, “Personal Data Breach”, and “processing” shall have the meanings given to them in the Data Protection Laws. “Data Protection Laws” means the UK GDPR, the Data Protection Act 2018, and any other applicable laws relating to the protection of personal data and privacy in England and Wales.

The parties acknowledge that for the purposes of the Data Protection Laws, the Customer is the Data Controller and the Company is the Data Processor in relation to any Personal Data contained within User Content. The Company shall process such Personal Data only on the documented instructions of the Customer, as set out in this Agreement, unless required to do so by law.

The Company shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage, taking into account the state of technological development and the nature of the processing.

Where the Customer enables the PII Protection feature, the Company shall apply automated redaction techniques to anonymise Personal Data before transmission to third-party AI Providers. The Customer acknowledges that the effectiveness of such redaction depends on the nature and format of the User Content and remains solely responsible for assessing the adequacy of these measures for its compliance requirements.

The Company shall ensure that any personnel authorised to process the Personal Data are subject to appropriate obligations of confidentiality.

The Customer provides a general written authorisation for the Company to engage sub-processors (including AI Providers). The Company shall ensure any sub-processor is subject to equivalent data protection obligations as set out in this Agreement. The Company shall inform the Customer of any intended changes concerning the addition or replacement of sub-processors, thereby giving the Customer the opportunity to object to such changes. A current list of sub-processors is available upon request.

The Company may transfer Personal Data outside the UK where necessary for the provision of the Service, provided such transfers are made in compliance with Data Protection Laws and appropriate safeguards (such as the UK International Data Transfer Agreement or UK Addendum to the EU Standard Contractual Clauses) are implemented.

The Company shall provide reasonable assistance to the Customer, at the Customer's cost, in responding to data subject rights requests and in ensuring compliance with its obligations under Data Protection Laws in relation to security, breach notification, data protection impact assessments, and consultations with supervisory authorities.

The Company shall notify the Customer without undue delay upon becoming aware of a Personal Data Breach affecting User Content, providing the Customer with sufficient information to allow it to meet its obligations under the Data Protection Laws. Such notification shall not constitute an acknowledgement of fault or liability by the Company.

Upon termination of this Agreement, the Company shall, at the Customer's election, delete or return all Personal Data processed on behalf of the Customer, and delete existing copies unless retention is required by law. This obligation shall not apply to anonymised or aggregated data that cannot be used to identify individuals.

The Company shall make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this Clause 12 and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer, subject to reasonable notice and confidentiality obligations.

For the purposes of this Agreement, “Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), whether in writing, electronically, or orally, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of the Customer includes User Content. Confidential Information of the Company includes the Service, its features, pricing, and all related technology and documentation.

The Receiving Party shall: (a) protect the Disclosing Party's Confidential Information with at least the same degree of care as it uses for its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose such Confidential Information to any third party except to its employees, contractors, and professional advisors who have a need to know such information for the performance of this Agreement and who are bound by confidentiality obligations at least as protective as those herein; and (c) use such Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement.

The obligations in this Clause 13 shall not apply to information that the Receiving Party can demonstrate: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was lawfully in the Receiving Party's possession before receipt from the Disclosing Party; (c) is lawfully received from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party (to the extent legally permitted) gives the Disclosing Party prompt written notice of such requirement and provides reasonable assistance to the Disclosing Party in any effort to obtain confidential treatment or a protective order.

The Customer acknowledges and agrees that the Company may disclose Confidential Information (including User Content) to its third-party AI Providers to the extent necessary for the provision of the Service, provided such disclosure is made subject to confidentiality protections that are substantially equivalent to those set out in this Agreement.

Upon termination of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly, at the Disclosing Party's option, return or securely destroy all tangible and electronic embodiments of the Disclosing Party's Confidential Information in its possession or control. The Receiving Party may, however, retain one archival copy of the Confidential Information solely for the purpose of demonstrating compliance with its obligations under this Agreement, provided such copy remains subject to the confidentiality obligations herein.

The obligations of confidentiality under this Clause 13 shall survive the termination or expiry of this Agreement for a period of five (5) years, except that with respect to information that constitutes a trade secret under applicable law, the obligations shall continue for so long as such information remains a trade secret.

The Customer shall not, and shall ensure that its Authorised Users do not:

The Customer acknowledges and agrees that the Service is a tool intended to assist with professional legal drafting and analysis. The Customer shall not, and shall ensure its Authorised Users do not:

Any breach of this Clause 14 shall constitute a material breach of this Agreement. The Company shall be entitled, without prejudice to any other rights or remedies available to it, to immediately suspend or terminate the Customer's and any Authorised User's access to the Service.

The Company warrants that the Service will perform materially in accordance with its documentation under normal use and circumstances. The Company does not warrant that the Service will be uninterrupted, error-free, or completely secure. The Customer acknowledges that the Service may be subject to limitations, delays, and other problems inherent in the use of internet-based services and third-party AI Providers.

The Company shall use commercially reasonable efforts to maintain the availability of the Service with an uptime of 99.5% measured monthly (“Service Level”), excluding: (a) scheduled maintenance (for which the Company will provide at least 24 hours' notice where practicable); (b) force majeure events under Clause 22; (c) outages caused by the Customer's equipment, software, internet connection, or Microsoft Word functionality; and (d) any suspension of the Service permitted under this Agreement.

The Customer acknowledges that AI Output may contain inaccuracies, omissions, or errors and that the Company does not warrant the accuracy, completeness, or reliability of any AI Output. The Customer is solely responsible for reviewing, verifying, and editing all AI Output before any use or reliance.

Except as expressly provided in this Agreement, the Service is provided “as is” and “as available”. To the fullest extent permitted by law, all warranties, conditions, and other terms implied by statute or common law (including but not limited to the implied terms of satisfactory quality and fitness for a particular purpose) are excluded from this Agreement.

The Customer's sole and exclusive remedy for any breach of the warranty in Clause 15.1 shall be, at the Company's option: (a) to use reasonable commercial efforts to correct the non-conforming Service; or (b) if the Company is unable to correct such non-conformance in a substantial way within thirty (30) days of receiving written notice from the Customer, to terminate the affected portion of the Service and provide a pro-rata refund of any prepaid fees for the unused portion of the Subscription Term.

No oral or written information or advice given by the Company or its representatives shall create a warranty or in any way increase the scope of the warranties set out in this Agreement.

Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded under applicable law.

Subject to Clause 16.1, the Company's total aggregate liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the total Subscription Fees paid by the Customer in the twelve (12) months immediately preceding the date on which the event giving rise to the claim occurred.

Subject to Clause 16.1, the Company shall not be liable to the Customer for any: (a) indirect, special, or consequential loss; (b) loss of profits, revenue, business, anticipated savings, or goodwill; (c) loss or corruption of data or information; or (d) any loss or damage arising from the Customer's use of or reliance on any AI Output without independent verification.

The Customer acknowledges and agrees that the Service is an assistive tool and that the Company does not provide legal, financial, or other professional advice. The Customer assumes sole responsibility for verifying the accuracy, suitability, and completeness of all AI Output before use or reliance, and for any decisions made or actions taken based on such output.

The Customer further acknowledges that the Service may rely on third-party AI providers. The Company shall not be liable for any act, omission, error, or delay of any such third-party provider.

The exclusions and limitations in this Clause 16 shall apply whether or not the Company has been advised of the possibility of such losses and notwithstanding any failure of essential purpose of any limited remedy.

Customer Indemnity. The Customer shall indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the Customer's breach of this Agreement; (b) any User Content that infringes third-party rights or violates applicable law; or (c) the Customer's or any Authorised User's use of the Service or any AI Output in a manner that violates applicable laws or infringes third-party rights.

Company Indemnity. The Company shall defend the Customer against any third-party claim alleging that the Customer's use of the Service as permitted under this Agreement infringes any United Kingdom intellectual property right, and shall indemnify the Customer for any damages and costs finally awarded against the Customer by a court of competent jurisdiction or agreed in settlement by the Company as a result of such IP Claim.

Exclusions. The Company's obligations under Clause 17.2 shall not apply to the extent an IP Claim arises from: (a) any modification of the Service by anyone other than the Company; (b) the use of the Service in combination with any software, data, or equipment not provided or approved in writing by the Company; or (c) the Customer's breach of this Agreement.

Infringement Remedies. If the Service becomes, or in the Company's reasonable opinion is likely to become, the subject of an IP Claim, the Company may, at its sole option and expense: (a) procure for the Customer the right to continue using the Service; (b) replace or modify the Service to make it non-infringing without materially diminishing its functionality; or (c) terminate the Customer's right to use the Service and provide a pro-rata refund of any prepaid fees covering the remainder of the Subscription Term.

Indemnification Procedure. The obligations of the indemnifying party are conditional upon the indemnified party: (a) providing prompt written notice of the claim; (b) granting the indemnifying party sole control of the defence and settlement of the claim; and (c) providing all reasonable assistance, at the indemnifying party's expense. The indemnifying party shall not settle any claim that imposes a non-monetary obligation on or requires an admission of fault by the indemnified party without the indemnified party's prior written consent, which shall not be unreasonably withheld or delayed.

Sole Remedy. This Clause 17 states the entire liability of the indemnifying party and the sole and exclusive remedy of the indemnified party for the claims covered herein, and is subject to the limitations of liability set forth in Clause 16.

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach of this Agreement which is incapable of remedy; or (b) fails to remedy a material breach within thirty (30) days of receiving written notice specifying the breach and requiring its remedy.

The Company may terminate this Agreement immediately upon written notice if the Customer: (a) becomes insolvent, enters into administration, receivership, liquidation or any analogous proceeding under the law of any jurisdiction; (b) makes a voluntary arrangement with its creditors; or (c) ceases or threatens to cease to carry on its business.

The Company may, without prejudice to its other rights or remedies, suspend the Customer's access to the Service immediately upon written notice if: (a) the Customer fails to pay any undisputed Subscription Fees when due; (b) the Company reasonably believes the Customer has violated Clause 14 (Acceptable Use); or (c) suspension is necessary in the Company's reasonable judgement to protect the security, integrity, or availability of the Service or other customers. The Company will lift such suspension once the underlying issue has been resolved to its reasonable satisfaction.

The Company may terminate this Agreement upon thirty (30) days' written notice if it discontinues the Service generally. In such an event, the Company shall provide the Customer with a pro-rata refund of any prepaid Subscription Fees corresponding to the unused portion of the then-current Subscription Term.

Upon termination of this Agreement for any reason: (a) all rights and licences granted to the Customer under this Agreement shall immediately terminate; (b) the Customer shall immediately cease all use of the Service; (c) any outstanding Subscription Fees for the remainder of the then-current Subscription Term shall become immediately due and payable by the Customer, unless termination is by the Customer under Clause 18.1 or by the Company under Clause 18.4; and (d) each party shall, at the other's request, promptly return or destroy all of the other party's Confidential Information.

Termination or expiry of this Agreement 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 Agreement which existed at or before that date. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.

Upon termination or expiry of this Agreement for any reason:

The following clauses shall survive termination of this Agreement: Clause 8 (Intellectual Property Rights), Clause 12 (Data Protection), Clause 13 (Confidentiality), Clause 16 (Limitation of Liability), Clause 17 (Indemnification), this Clause 19, and any other provision which expressly or by implication is intended to survive termination.

The Company reserves the right, at its sole discretion, to modify, update, or discontinue any aspect of the Service (including its features, functionality, or supported platforms) at any time. The Company shall use reasonable endeavours to provide the Customer with prior notice of any material modifications via email or through the Dashboard.

The Company may amend these Terms from time to time to reflect: (a) changes in applicable laws or regulatory requirements; (b) modifications to the Service; or (c) changes in its business practices. The Company will notify the Customer of any material changes to the Terms at least thirty (30) days in advance via email or a prominent notice within the Service. Continued use of the Service after such changes take effect constitutes the Customer's acceptance of the revised Terms.

In the event of any modification to the Service or these Terms that materially reduces core functionality or imposes additional material obligations on the Customer, the Customer may terminate this Agreement by providing written notice within fourteen (14) days of receiving notice of such modification. Upon such termination, the Company shall provide a pro-rata refund of any prepaid Subscription Fees for the unused portion of the then-current Billing Cycle.

Notwithstanding the foregoing, the Company may implement urgent modifications to the Service or Terms without prior notice where necessary to address a security vulnerability, comply with legal or regulatory requirements, or prevent imminent service disruption. In such cases, the Company will provide notice of the changes to the Customer as soon as reasonably practicable.

The Customer acknowledges that the Service is subject to ongoing development and that the Company may introduce new features or retire existing ones without liability, provided such changes do not fundamentally alter the nature of the Service as described in this Agreement.

Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be sent by email to the following addresses (or an address substituted in writing by the party to be served):

A notice sent by email shall be deemed to have been received at the time of transmission, provided that the sender does not receive an automated message indicating a delivery failure. If a notice is transmitted outside of business hours (9:00 am to 5:00 pm London time) on a Business Day, it shall be deemed received at 9:00 am on the next Business Day. For the purposes of this clause, “Business Day” means a day other than a Saturday, Sunday or public holiday in England and Wales.

The Customer is responsible for keeping its contact information, including its primary email, billing, and technical contacts, current and accurate at all times via the Dashboard. The Company shall not be liable for any notice that is not received by the Customer due to outdated or incorrect contact information.

For the service of any proceedings or other documents in any legal action, the Company's details are as follows: AirCounsel Ltd., [Insert Registered Office Address, England], Company No. 12000525, marked for the attention of the Legal Department.

This clause does not apply to routine communications regarding the Services, including support inquiries or billing information, which may be sent via the Dashboard or to the Customer's email address. Such communications shall not constitute formal notice for the purposes of this Agreement.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond the reasonable control of the affected party, including but not limited to: acts of God, war, terrorism, riots, civil commotion, fire, flood, storm, earthquake, natural disaster, epidemic or pandemic, governmental action or regulation, internet or telecommunications failures, power outages, strikes or labour disputes (excluding those involving the affected party's own employees), or the unavailability of essential third-party services (including AI Providers and cloud infrastructure services).

The party affected by a Force Majeure Event shall promptly notify the other party in writing of the nature and expected duration of the event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable. The affected party's obligations shall be suspended for the duration of the Force Majeure Event.

If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate this Agreement immediately upon written notice to the other party. In such event, the Company shall provide the Customer with a pro-rata refund of any prepaid Subscription Fees for the unused portion of the then-current Billing Cycle.

Notwithstanding the foregoing, nothing in this Clause 22 shall excuse the Customer's obligation to make payments of undisputed Subscription Fees that have fallen due prior to the occurrence of the Force Majeure Event.

Entire Agreement. This Agreement 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. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty that is not set out in this Agreement.

Severability. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

Waiver. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not 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. A waiver of any right or remedy is only effective if given in writing and signed by the waiving party.

Assignment. The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement. The Company may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement.

Relationship of the Parties. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other.

Third-Party Rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Survival. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement (including, without limitation, provisions concerning confidentiality, intellectual property rights, liability, and payment obligations) shall remain in full force and effect.

This Agreement 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 the law of England and Wales.