Lettu User Terms & Conditions

1 Introduction to Lettu

1.1 Lettu is an online platform that offers services and tools that include certain document review tools and rights management capabilities. It utilises industry knowledge and experience, third party content and artificial intelligence as well as bespoke built software.

1.2 Lettu is not a law firm and so, like many platforms, it is not authorised to conduct reserved legal activities and is not regulated by the Solicitors Regulation Authority (SRA). We want to ensure that Clients understand what this means for them and the services Lettu provides and have outlined this at clause 14 – please ensure to read these terms and conditions and clause 14 carefully.

1.3 If Client does not accept or agree with these terms and conditions, then Clients cannot use the Lettu platform or Lettu's Services.

2 Interpretation

2.1 The definitions and rules of interpretation in this clause apply in these User Terms and Conditions:

• "Authorised Users" means those employees of the Client who are authorised by the Client to use Lettu and the Documentation in accordance with these User Terms and Conditions and the applicable Plan;
• "Background IPR" means any and all Intellectual Property Rights that are owned by or licensed to a party which are or have been developed independently of these User Terms and Conditions (whether prior to Client's first use of Lettu or otherwise);
• "Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
• "Business Hours" means 9.00 am to 5.00 pm local UK time, each Business Day;
• "Client" means you, the company, entity or individual that uses Lettu;
• "Client Content" means information, data and other materials uploaded to Lettu or otherwise provided by the Client, the Authorised Users, or any other party on the Client's or Authorised Users' behalf for the purpose of using Lettu or the Documentation or facilitating the Client's or Authorised Users' receipt of the Services
• "Client Personal Data" means personal data: (a) supplied to LSI by or on behalf of Client; and/or obtained by, or created by, LSI on behalf of Client in the course of delivery of Services, and in each case where such personal data is processed by LSI for and on behalf of the Client in the performance of Services (as set out in Schedule 1);
• "Confidential Information" has the meaning given to it in clause 10.1;
• "Contract Year" means each 12 month period commencing on the first day of the Client's signing into the Lettu platform and each anniversary thereof;
• "Documentation" means the document made available to the Client by LSI online via the platform or such other web address notified by LSI to the Client from time to time which sets out a description of Lettu and the user instructions for Lettu;
• "Fees" means the fees and any other applicable charges described for each Service in the applicable Plan that the Client subscribes for or purchases in accordance with these User Terms and Conditions;
• "Force Majeure Event" means events outside a party's reasonable control including: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; (h) non-performance by suppliers or subcontractors; (i) interruption or failure of utility service;
• "Foreground IPR" means any and all Intellectual Property Rights that are developed under or arise out of or in connection with these User Terms and Conditions, including the Output but excluding any Background IPR;
• "Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, 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;
• "LSI" means LEWIS SILKIN INNOVATION LIMITED with registered number 16350957 and whose registered office is Arbor, 255 Blackfriars Road, London, SE1 9AX, United Kingdom;
• "Lettu" means the software platform made available by LSI as part of the Services via www.lettu.com or such other website notified to the Client by LSI from time to time as more particularly described in the Documentation;
• "Mandatory Policies" means the policies provided by LSI to the Client from time to time;
• "Output" means the output produced using Lettu;
• "Plan" means the applicable product and Services plan chosen by the Client that provides a fixed set of Services, the full details of which can be found on Lettu's Plan page, or the bespoke product and services plan agreed in signed writing between LSI and Client outside of the Lettu platform;
• "Plan Period" shall have the definition given to it in clause 13.1 of these User Terms and Conditions;
• "Representatives" means, in relation to a party, its employees, officers, contractors, subcontractors, suppliers, representatives and advisers;
• "Restricted Country" means a country outside the UK which is not subject to an adequacy determination by the UK Government;
• "Restricted Transfer" means a transfer of personal data to an entity located in a Restricted Country from an entity whose processing of such personal data is subject to the UK GDPR ("UK Restricted Transfer");
• "Services" means the services provided by LSI to the Client under these User Terms and Conditions including the provision of Lettu (as applicable);
• "Third Party Content" means data, information and other Intellectual Property Rights accessible through or utilised by Lettu to provide Output which is owned or licensed by a third party;
• "UK GDPR" has the meaning given to it in the Data Protection Act 2018;
• "User Subscriptions" means the user subscriptions purchased by the Client pursuant to the Plan which entitles Authorised Users to access and use Lettu and the Documentation in accordance with these User Terms and Conditions;
• "User Terms and Conditions" means these terms and conditions;
• "Virus" means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; and
• "Vulnerability" means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

2.2 Clause, schedule and paragraph headings shall not affect the interpretation of these User Terms and Conditions. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

2.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2.4 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2.5 References to clauses and schedules are to the clauses and schedules of these User Terms and Conditions unless stated otherwise.

2.6 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. A reference to writing or written excludes fax but includes email.

2.7 Unless the context otherwise requires:

• (a) words in the singular shall include the plural and in the plural shall include the singular; and
• (b) a reference to one gender shall include a reference to the other genders.

3 Platform use

3.1 Subject to the Client's compliance with the terms of the User Terms and Conditions, LSI grants to the Client a non-exclusive, non-transferable, revocable licence, without the right to grant sublicences (other than to the Authorised Users), to permit the Authorised Users to use Lettu and the Documentation during the Plan Periods for the Client's internal business purposes in accordance with the Client's applicable Plan.

3.2 In relation to the Authorised Users, the Client undertakes that:

• (a) the maximum number of Authorised Users that it authorises to access and use Lettu and/or Documentation shall not exceed the number of User Subscriptions it has purchased;
• (b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use Lettu and/or Documentation;
• (c) each Authorised User shall keep a secure password (if applicable) for their use of Lettu and Documentation and that each Authorised User shall keep their password confidential (to the extent one is provided);
• (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to LSI within 5 Business Days of LSI's written request at any time or times;
• (e) it shall permit LSI or LSI's designated auditor to audit its use of Lettu in order to establish the name and password (to the extent applicable) of each Authorised User and to audit compliance with these User Terms and Conditions;
• (f) if any of the audits referred to in clause 3.2(e) reveal that any access has been provided to any individual who is not an Authorised User, then without prejudice to LSI's other rights, the Client shall promptly disable such access and LSI shall not issue any access to any such individual; and
• (g) if any of the audits referred to in clause 3.2(e) reveal that the Client has underpaid Fees to LSI (for example on a pro rata User basis), then without prejudice to LSI's other rights, the Client shall pay to LSI an amount equal to such underpayment as calculated in accordance with the Fees in the applicable Plan within 10 Business Days of the date of the relevant audit.

3.3 LSI reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's (or its Authorised Users') access to Lettu at any time if it reasonably suspects that the Client (or its Authorised Users) are in breach of the provisions of this clause 3.

3.4 The Client shall not (and shall ensure that its Authorised Users shall not) access, store, distribute or transmit any Viruses, or any material during the course of its use of Lettu that:

• (a) is false, unlawful, harmful, threatening, abusive, defamatory, obscene, infringing, threatening, harassing or racially or ethnically offensive;
• (b) conceals or misrepresents their identity or steals someone else's identity;
• (c) is spam or is otherwise excessive in nature;
• (d) facilitates illegal activity;
• (e) depicts or promotes sexually explicit images;
• (f) promotes unlawful violence or activities which may endanger life or lead to physical harm including suicide threats or instigations, intentional physical trauma, the use of illegal drugs, or excessive drinking;
• (g) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
• (h) is otherwise illegal or causes damage or injury to any person or property.

3.5 LSI reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to Lettu and/or its account if:

• (a) it reasonably suspects the Client has breached clause 3.4; or
• (b) it has received a complaint from any party in respect of the Client's use or misuse of Lettu or content it has uploaded to Lettu.

3.6 The Client shall not (and shall ensure that its Authorised Users shall not) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these User Terms and Conditions:

• (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Lettu and/or Documentation (as applicable) in any form or media or by any means; or
• (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Lettu;
• (c) access all or any part of Lettu or Documentation in order to build a product or service which competes with Lettu and/or the Documentation; or
• (d) use Lettu and/or Documentation to provide services to third parties (other than the Authorised Users); or
• (e) subject to clause 16.8, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Lettu or Documentation available to any third party except the Authorised Users;
• (f) manipulate identifiers to disguise or otherwise conceal the origin of messages or of the content posted;
• (g) probe, scan or test the vulnerability of Lettu, including the services or any network connected to Lettu;
• (h) breach or attempt to breach the security or authentication measures on Lettu, including the services or any network connected to it;
• (i) attempt to disrupt or tamper with the technical infrastructure in a manner that harms or places an undue burden on Lettu or the Services;
• (j) attempt to obtain, or assist third parties in obtaining, access to Lettu or Documentation, other than as provided under this clause 3;
• (k) adopt any automated process to extract, harvest or scrape information, data and/or content from Lettu and/or the Services except where expressly permitted by LSI; or
• (l) introduce or permit the introduction of, any Virus or Vulnerability into LSI's network and information systems.

3.7 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Documentation and, in the event of any such unauthorised access or use, promptly notify LSI.

3.8 The rights provided under this clause 3 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.

3.9 The Client acknowledges and agrees that it is responsible for the acts and omissions of all persons (including Authorised Users) who access the Services and/or the Documentation under or in connection with these User Terms and Conditions (including any breach by them of these User Terms and Conditions which they must agree to before accessing Lettu).

3.10 The Client acknowledges that its use of the Services may produce certain non-identifiable information related to their operation and use, including algorithms and metrics. LSI may use such non-identifiable information in any manner to develop Lettu and its other service offerings.

3.11 The Client acknowledges and agrees that the provision of Lettu has been modelled by LSI on a reasonable level of 'compute usage' by a typical commercial client. If the Client routinely exceeds this level of reasonable usage, LSI reserves the right to 'throttle' the Client's access to prevent overconsumption of the Services.

4 LSI's obligations

4.1 LSI shall, during the Plan Period, provide the Services to the Client on and subject to the terms of these User Terms and Conditions.

4.2 LSI undertakes that Lettu will be provided substantially in accordance with the Documentation and the Services shall be provided with reasonable skill and care.

4.3 LSI shall use commercially reasonable endeavours to make Lettu available at all times during Business Hours, except for during any maintenance periods. LSI shall use reasonable endeavours to give the Client reasonable notice of maintenance in advance but the Client acknowledges and agrees that LSI may perform emergency maintenance and/or bug fixes without notice to the Client from time to time.

4.4 LSI will, as part of the Services, use reasonable endeavours to provide the Client with LSI's standard customer support services during Business Hours.

4.5 The undertaking at clause 4.2 shall not apply to the extent any non-conformance is caused by use of the Services contrary to LSI's instructions, or modification or alteration of Lettu by any party other than LSI or LSI's duly authorised contractors or agents. If Lettu does not conform with the undertaking at clause 4.2, LSI will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 4.2.

4.6 LSI does not warrant that:

• (a) the Client's use of the Services will be uninterrupted or error-free;
• (b) that the Services, Documentation and/or the results obtained by the Client through the Services will meet the Client's requirements; or
• (c) that Lettu will be free from Vulnerabilities or Viruses.

4.7 LSI is not 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 the Client acknowledges that Lettu and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.8 These User Terms and Conditions shall not prevent LSI from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these User Terms and Conditions.

4.9 The Client acknowledges that it is its responsibility to keep copies of the Client Content. In the event of any loss or damage to Client Content, the Client's sole and exclusive remedy against LSI shall be for LSI to use reasonable commercial endeavours to restore the lost or damaged Client Content from the latest back-up of such Client Content maintained by LSI in accordance with its archiving procedure. LSI shall not be responsible for any loss, destruction, alteration or disclosure of Client Content caused by any third party (except those third parties sub-contracted by LSI to perform services related to Client Content maintenance and back-up for which it shall remain fully liable). This provision is without prejudice to LSI's obligations under clause 5 (Data Protection).

4.10 LSI may make changes to the provisions of these User Terms and Conditions from time to time. If any such changes will materially affect the provision of the Services, LSI shall give the Client no less than 14 days' notice before the changes take effect, and the Client may object to such change in writing within 7 days of the date of such notice. If the Client objects to the proposed change in accordance with this provision, these User Terms and Conditions shall terminate at the end of the Plan Period unless agreed otherwise, and the unamended provisions of these User Terms and Conditions shall continue to have effect during such period until termination.

5 Data protection

5.1 For the purposes of this these User Terms and Conditions, the terms "controller", "processor", "data subject", "personal data", "personal data breach", "processing", or "supervisory authority" shall have the meaning given to them in the UK GDPR.

5.2 The parties acknowledge and agree that, for the purposes of the UK GDPR to the extent:

• (a) each party separately determines the purpose and manner of the processing of personal data processed under or in connection with these User Terms and Conditions, each party shall be considered an independent controller or controller in common of the relevant personal data; and
• (b) LSI processes Client Personal Data on behalf of the Client, Client shall be considered a controller and LSI shall be considered a processor.

5.3 To the extent LSI is a processor on behalf of the Client, LSI shall:

• (a) only process Client Personal Data in accordance with the documented instructions of Client unless required to do so by the UK GDPR to which LSI is subject, in which event LSI shall inform Client of such legal requirement unless prohibited from doing so by the UK GDPR on important grounds of public interest;
• (b) inform Client if, in LSI's opinion, an instruction given by Client to LSI under clause 5.3(a) infringes the UK GDPR;
• (c) ensure that any persons authorised by it to process Client Personal Data are subject to an obligation of confidentiality;
• (d) implement appropriate technical and organisational measures to ensure that Client Personal Data is subject to a level of security appropriate to the risks arising from its processing by LSI or its sub-processors, taking into account the factors and measures stated in Article 32 of the UK GDPR;
• (e) notify Client without undue delay after becoming aware of a personal data breach;
• (f) taking into account the nature of the processing, assist Client by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Client's obligation to respond to requests for exercising a data subject's rights under Chapter III of the UK GDPR. For the avoidance of doubt, such assistance may be provided by LSI providing, as part of the Services, the Client with functionality to fulfil such requests on a self-service basis and, where LSI does so, LSI shall not be obliged to provide any further assistance unless and to the extent that such functionality cannot be used to fulfil the relevant request;
• (g) taking into account the nature of the processing and the information available to LSI, assist Client with regard to Client's compliance with its obligations under the following Articles of the UK GDPR: (i) Article 32 (Security of processing); (ii) Articles 33 and 34 (Notification and communication of a personal data breach); (iii) Article 35 (Data protection impact assessment); and (iv) Article 36 (Prior consultation by Client with the supervisory authority);
• (h) upon termination of Services that required the processing of Client Personal Data (in whole or in part) LSI at the election of Client, deliver up or destroy such Client Personal Data which is in the possession of, or under the control of, LSI unless the UK GDPR requires LSI to store such Client Personal Data;
• (i) at the request of Client, provide Client with all information necessary to demonstrate LSI's compliance with its obligations under this clause 5.3, and, if and to the extent that such provision of information does not demonstrate LSI's compliance with its obligations under this clause 5.3, LSI shall allow for and contribute to audits and inspections conducted by or on behalf of Client subject to the following:
  • (i) the Client may perform such audits no more than once per year, save that further audits may be performed if an audit reveals any material non-compliance by us with our obligations in this clause 5.3 (the scope of such further audits being limited to auditing our compliance with those obligations that were not complied with);
  • (ii) the Client shall, and shall procure that any third party auditor will, enter into a confidentiality agreement in such form as is reasonably requested by LSI prior to the conduct of such audit;
  • (iii) audits must be conducted during regular business hours (i.e. 9am to 5pm UK time) and must not unreasonably interfere with LSI's business;
  • (iv) the Client must provide LSI with any audit reports generated pursuant to any audit at no charge, unless prohibited by applicable law. The Client shall keep the audit reports confidential and may use the audit reports only for the purposes of meeting its audit requirements under applicable data protection laws and/or confirming compliance with the requirements of this clause 5.3;
  • (v) Client shall, prior to the conduct of an audit, submit an audit plan to LSI at least six weeks (or such shorter period as required by law or by a supervisory authority) in advance of the proposed commencement date of the audit, setting out the proposed scope, duration and start date of the audit. LSI will review the audit plan and will notify the Client within two weeks of receiving the audit plan if it agrees with the plan or if it has any objections in respect of the same. LSI will work cooperatively with the Client to agree a final audit plan;
  • (vi) nothing in this clause shall require LSI to breach any duties of confidentiality owed to any of its clients, employees or other third-parties;
  • (vii) notwithstanding anything else in these User Terms and Conditions, all audits are at the Client's sole cost and expense.

5.4 Client shall ensure that:

• (a) the supply to LSI of Client Personal Data by or on behalf of the Client for the purposes of processing undertaken by LSI and its permitted sub-processors where such processing is authorised by Client shall comply with the applicable data protection laws;
• (b) the instructions given by Client to LSI by operation of clause 5.3(a) shall comply with the applicable data protection laws.

5.5 Notwithstanding any other provision of these User Terms and Conditions LSI shall be entitled to appoint further processors to process the processing of Client Personal Data ("Sub-processor"). The following apply in respect of the appointment of Sub-processors:

• (a) the Client approves the appointment of the Sub-processors identified in Schedule 2;
• (b) LSI shall notify Client in writing or through Lettu of its intention to engage any additional Sub-processor. Such notice shall give details of the identity of such Sub-processor and the services to be supplied by it;
• (c) LSI shall only use a Sub-processor that has provided sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the UK GDPR and ensures the protection of the rights of data subjects;
• (d) LSI shall impose, through a legally binding contract between LSI and the Sub-processor, data protection obligations on the Sub-processor that are in all material respects equivalent to those set out in this DPA and which in any event meet the requirements set out in the UK GDPR;
• (e) the Client shall be entitled to object to the appointment of the Sub-processor where it considers that such appointment will not comply with the requirements of this clause 5.5. Client shall be deemed to have approved the engagement of the Sub-processor if it has not served a notice in writing on LSI objecting (in accordance with this clause 5.5(e)) to such appointment within seven days of the date that the notice is deemed to be received by Client in accordance with clause 5.5(c);
• (f) where the Client objects to the proposed appointment, LSI will use commercially reasonable efforts to provide the Services without the use of the relevant Sub-processor. Where LSI is unable to provide the Services notwithstanding its use of such commercially reasonable efforts, LSI shall have no liability for any failure to provide the relevant Services in accordance with these User Terms and Conditions; and
• (g) LSI shall remain fully liable for all acts or omissions of the Sub-processors as if they were acts or omissions of LSI.

5.6 The parties acknowledge and agree that the transfer of Client Personal Data from one party to the other party is not a Restricted Transfer. If and to the extent that the transfer of Client Personal Data becomes subject to a Restricted Transfer, the parties shall enter into a separate data transfer addendum.

6 Client's obligations

6.1 The Client shall

• (a) provide LSI with: (i) all necessary co-operation in relation to these User Terms and Conditions; and (ii) all necessary access to such information as may be required by LSI; in order to provide the Services, including but not limited to the Client Content;
• (b) without affecting its other obligations under these User Terms and Conditions, comply with all applicable laws and regulations and the Mandatory Policies with respect to its activities under these User Terms and Conditions;
• (c) carry out all other Client responsibilities set out in these User Terms and Conditions in a timely and efficient manner;
• (d) ensure that the Authorised Users use Lettu and the Documentation in accordance with the terms and conditions of these User Terms and Conditions and shall be responsible for any Authorised User's breach of these User Terms and Conditions;
• (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for it to perform its obligations under these User Terms and Conditions;
• (f) ensure that its network and systems comply with the relevant specifications provided by LSI from time to time; and
• (g) be, to the extent permitted by law and except as otherwise expressly provided in these User Terms and Conditions, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to LSI's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.

6.2 The Client shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Client Content. Client confirms to LSI that it has all necessary rights, licences, consents and permissions to provide the Client Content to LSI under or in connection with these User Terms and Conditions.

6.3 If LSI's performance of its obligations under these User Terms and Conditions is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, LSI shall not be liable for such delay or non-performance and shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.

7 Output and Third Party Content

7.1 The Client shall comply with the reasonable instructions of LSI in respect of its use of the Services. The Client shall be responsible for the acts and omissions of its Authorised Users.

7.2 The Client acknowledges that Lettu is designed to facilitate the provision of AI-generated Output, sometimes using Third Party Content. The Output is intended for informational purposes only and should not be considered definitive. The Client acknowledges and agrees that:

• (a) the Output relies on Third Party Content over which LSI has no control and on AI and LSI is not responsible for moderating or testing the accuracy of the Output or any Third Party Content which is used to create Output;
• (b) the Client assumes sole responsibility for its use of the Output and any other results obtained from the use of the Services by the Client, and for conclusions drawn from such use;
• (c) the Services do not constitute legal, tax, accounting or financial advice or any other form of professional advice and the Client shall use its own judgement before acting or relying on the Output;
• (d) LSI is not responsible for any business decisions or courses of action taken by the Client on the basis of information obtained using Lettu.

7.3 The Client shall indemnify and hold harmless LSI against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:

• (a) the Client Content;
• (b) the Client's use or misuse of the Output; and
• (c) any act or omission of the Authorised Users on Lettu.

8 Charges and payment

8.1 The Client shall pay the Fees together with any VAT described for each Service in the applicable Plan that the Client subscribes for or purchases in accordance with these User Terms and Conditions. Full details of the applicable Fees and corresponding Plans can be found on our Plans page. Unpaid amounts may result in termination of the Service.

8.2 On signing up to a paid for Plan the Client shall provide to LSI valid, up-to-date and complete payment details (including card details) and in providing payment card details to LSI, the Client hereby authorises LSI to bill such payment card at the payment frequency set out in the Plan.

8.3 If LSI has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of LSI:

• (a) LSI may, without liability to the Client, disable the Client's account and access to all or part of Lettu and Documentation and LSI shall be under no obligation to provide any or all of the Services while the due payment concerned remains unpaid; and
• (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.4 All amounts and fees stated or referred to in these User Terms and Conditions:

• (a) shall be payable in pounds sterling (GBP) unless otherwise specified in the Plan or unless otherwise agreed in writing with LSI; and
• (b) are (unless otherwise stated in the Plan) exclusive of value added tax, which shall be added to LSI's invoice(s) at the appropriate rate.

8.5 LSI shall be entitled to update the Fees from time to time upon at least 7 days' prior notice to the Client (including via Lettu or via email, using the email address provided by the Client on joining Lettu), and the Plan shall be deemed to have been amended accordingly. If the Client objects to the change, the Client can terminate their Plan via the Lettu platform, in which case these User Terms and Conditions will terminate at the end of the Plan Period in which the Client's cancellation was received by LSI.

9 Proprietary Rights

9.1 Each party (or its licensors as applicable) shall own all right, title and interest (including Intellectual Property Rights) in and to its Background IPR.

9.2 LSI shall own all right, title and interest (including Intellectual Property Rights) in and to all of the Foreground IPR upon creation. To the extent these do not automatically vest in LSI, the Client hereby assigns all such right, title and interest (including Intellectual Property Rights) in the Foreground IPR to LSI.

9.3 Subject to the Client's compliance with the terms of these User Terms and Conditions, LSI grants to the Client (or shall procure the granting to the Client of) a worldwide, non-sublicensable (other than to the Authorised Users), revocable, non-transferable licence to use the Foreground IPR, other than those Intellectual Property Rights licensed under clause 3.1, for the duration of the Plan Period(s) solely to the extent necessary for the Client to use Lettu in accordance with these User Terms and Conditions.

9.4 The Client grants to LSI (or shall procure the granting to LSI of) a worldwide, sublicensable, fully paid up, royalty-free, non-exclusive licence to use, access, store, copy, modify, distribute, transmit and/or publish the Client's Background IPR to the extent necessary for LSI to provide Lettu and otherwise perform its obligations under these User Terms and Conditions.

9.5 The Client agrees that LSI may use the Client's name and logo and refer to the Client's receipt of the Services for the purposes of marketing, promotional material and news releases in respect of the Services, provided that it does not at any time reveal any Confidential Information of the Client without the Client's prior written consent.

10 Confidentiality

10.1 "Confidential Information" means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party's Representatives in connection with these User Terms and Conditions, including:

• (a) any bespoke terms agreed between Client and LSI in writing outside of the Lettu Platform;
• (b) information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs;
• (c) any information developed by the parties in the course of carrying out these User Terms and Conditions and the parties agree that details of Lettu, the Documentation, the Services and the results of any performance tests in relation to Lettu, shall constitute LSI's Confidential Information; and
• (d) any other information that would reasonably be regarded as confidential by a reasonable business person.

10.2 The restriction in clause 10.3 shall not apply to any Confidential Information which:

• (a) is or becomes generally available to the public (other than as a result of the receiving party or its Representatives breaching this clause 10);
• (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
• (c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by obligations of confidentiality or otherwise prohibited from disclosing the information to the receiving party;
• (d) the parties agree in writing is not confidential or may be disclosed; or
• (e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.

10.3 Each party shall keep the other party's Confidential Information secret and confidential and shall not:

• (a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these User Terms and Conditions; or
• (b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 10.

10.4 A party may disclose the other party's Confidential Information to those of its Representatives on a need to know basis in order to fulfil its obligations under these User Terms and Conditions, provided that:

• (a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
• (b) it is at all times responsible for such Representatives' compliance with the confidentiality obligations set out in this clause 10.

10.5 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.

10.6 On termination or expiry of these User Terms and Conditions, subject to clause 5, each party shall:

• (a) destroy or if requested to do so return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
• (b) erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
• (c) if requested to do so, certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

11 Indemnity

11.1 The Client shall defend, indemnify and hold harmless LSI against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's and/or its Authorised Users' use of the Services and/or Output in breach of these User Terms and Conditions.

11.2 LSI shall defend the Client, its officers, directors and employees against any claim that the Client's use of Lettu in accordance with these User Terms and Conditions infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that:

• (a) LSI is given prompt notice of any such claim;
• (b) the Client does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to LSI in the defence and settlement of such claim, at LSI's expense; and
• (c) LSI is given sole authority to defend or settle the claim.

11.3 In the defence or settlement of any claim, LSI may procure the right for the Client to continue using Lettu, replace or modify Lettu so that they become non-infringing or, if such remedies are not reasonably available, terminate these User Terms and Conditions on 2 Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.

11.4 In no event shall LSI, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:

• (a) a modification of Lettu or Documentation by anyone other than LSI; or
• (b) the Client's use of Lettu or Documentation in a manner contrary to the instructions given to the Client by LSI; or
• (c) the Client's use of Lettu or Documentation after notice of the alleged or actual infringement from LSI or any appropriate authority.

11.5 The foregoing and clause 12.4 state the Client's sole and exclusive rights and remedies, and LSI's (including LSI's employees', agents' and sub-contractors') entire obligations and liability for infringement of any third party's Intellectual Property Rights.

12 Limitation of liability

12.1 Subject to clause 12.2, except as expressly provided in these User Terms and Conditions:

• (a) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these User Terms and Conditions;
• (b) LSI shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to LSI by the Client in connection with the Services, or any actions taken by LSI at the Client's direction; and
• (c) the Services and the Documentation are provided to the Client on an "as is" basis.

12.2 Nothing in these User Terms and Conditions limits or excludes the liability of a party:

• (a) for death or personal injury caused by its negligence;
• (b) for fraud or fraudulent misrepresentation; or
• (c) any other liability which cannot be limited or excluded by applicable law.

12.3 Subject to clause 12.2, LSI shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:

• (a) loss of profits;
• (b) loss of sales or business;
• (c) loss of anticipated savings;
• (d) loss of agreement or contracts;
• (e) depletion of goodwill and/or similar losses;
• (f) loss or corruption of data or information (other than breach of clause 5);
• (g) pure economic loss; or
• (h) any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these User Terms and Conditions.

12.4 Subject to clause 12.2, LSI's total aggregate liability in each Contract Year whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with these User Terms and Conditions shall be limited to the greater of:

• (a) £5,000; and
• (b) the total Fees paid to LSI in that Contract Year.

12.5 Nothing in these User Terms and Conditions excludes the liability of the Client for any breach, infringement or misappropriation of LSI's Intellectual Property Rights.

13 Term and termination

13.1 Access to all Services and Lettu beyond any limited free Plan that may be offered from time-to-time, requires a paid membership to a Lettu Plan. Client's Plan will be automatically renewed for successive monthly or annual periods (each a "Plan Period") in accordance with the Plan selected by the Client and the Client will be charged Fees for the applicable Plan on a monthly or annual basis in accordance with the Clients' selected Plan until cancelled in accordance with this clause 13.

13.2 Client's Plan shall automatically renew on successive Plan Periods unless:

• (a) either party notifies the other party of termination, via Lettu or in writing, at least 7 days before the end of the then-current Plan Period, in which case the applicable Plan shall terminate upon the expiry of the applicable then-current Plan Period; or
• (b) it is otherwise terminated in accordance with the provisions of these User Terms and Conditions.

13.3 Any free Plan offered by Lettu to Client may be terminated without notice and without cause by Lettu at any time.

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

• (a) the other party fails to pay any amount due under the User Terms and Conditions on the due date for payment and remains in default not less than 7 days after the due date for such payment; or
• (b) the other party commits a material breach of any other term of the User Terms and Conditions and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

13.5 For the purposes of clause 13.4(b), any breach by the Client of clauses 3.4 or 3.6 shall constitute an irremediable material breach.

13.6 On termination or expiry of these User Terms and Conditions for any reason:

• (a) except where otherwise specified, all licences granted under these User Terms and Conditions shall immediately terminate and the Client shall immediately cease all use of the Services and the Documentation;
• (b) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
• (c) LSI shall be entitled to invoice for any Fees which have been incurred since the Client's last payment date and the Client shall promptly pay such invoice in accordance with clause 8;
• (d) without prejudice to LSI's obligations under clause 5 (Data Protection) LSI may destroy or otherwise dispose of any of the Client Content in its possession; and
• (e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these User Terms and Conditions which existed at or before the date of termination shall not be affected or prejudiced.

13.7 If LSI becomes entitled to terminate these User Terms and Conditions under clause 13.4, LSI may, without limiting or affecting any other right or remedy available to it and without liability to the Client, elect to suspend the Services and/or the Client's account on Lettu for the period in which the relevant termination right is exercisable by LSI. In the event of any suspension by LSI pursuant to this provision, the Client shall continue to pay the Fees during such period of suspension.

14 Other important terms

14.1 LSI is not authorised to conduct reserved legal activities and is not regulated by the Solicitors Regulation Authority (SRA). LSI is obliged to notify its users of the following:

• (a) Communications between Client and LSI may not be protected by legal professional privilege;
• (b) Client will not have access to the SRA Compensation Fund;
• (c) Client will not be able to complain about LSI's Services to The Legal Ombudsman; and
• (d) although LSI does carry appropriate professional indemnity insurance, its services are not covered by the SRA's compulsory professional indemnity insurance scheme. If you need legal, tax, financial or accounting advice, you should obtain it from an appropriate professional third party.

14.2 Occasionally, depending on the circumstances, LSI may recommend that Client obtains legal assistance. In such cases, LSI may refer Client to Lewis Silkin LLP (which wholly owns LSI) or another law firm. Should Client wish to instruct Lewis Silkin LLP, Client will be asked to enter into a separate engagement with them. Client will not be obliged to use or instruct Lewis Silkin LLP.

14.3 Client agrees and acknowledges that from time to time Lewis Silkin LLP may act for and provide services to third parties in matters that are adverse to Client (to the extent permissible under the relevant SRA Standards and Regulations).

14.4 Where the services provided by LSI are advertised or marketed as being "powered" or "backed" by Lewis Silkin LLP this means LSI is owned and funded by Lewis Silkin LLP and certain administration and support services for LSI may be undertaken by Lewis Silkin LLP employees, some of whom may be professionally qualified solicitors. However, LSI is not, and does not seek to imply that it is, a firm of solicitors authorised and regulated by the SRA.

14.5 Client accept that any information, advice or documentation provided as part of the services by LSI is strictly confidential and shall not be disclosed to any third party beyond Authorised Users save with the express written consent of LSI or as envisaged by the Services. Any information or advice released to Client by LSI shall be supplied on the basis that it is for Client's benefit and information only and that, save as may be required by law or by a competent regulatory authority (in which case Client shall inform LSI in advance), it shall not be copied, referred to or disclosed in whole (save for Client's own internal purposes) without LSI's written consent.

15 Notices

15.1 Any notice given to a party under or in connection with these User Terms and Conditions shall be in writing and shall be:

• (a) 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
• (b) sent by email to the email address provided on signing-up to Lettu in the case of the Client, or in the case of LSI, to the following email address: Lettunotices@lewissilkin.com.

15.2 Any notice shall be deemed to have been received:

• (a) if delivered by hand, at the time the notice is left at the proper address;
• (b) 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; or
• (c) 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, provided in each case no bounce back message is received.

15.3 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.

16 General

16.1 Survival. Any provision of these User Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these User Terms and Conditions shall remain in full force and effect, including clauses 1, 3.10, 5, 8, 9, 10, 12, 13.6, 14, 15, 16.

16.2 Force majeure. LSI shall not be liable for any failure or delay in performing any of its obligations under these User Terms and Conditions if such delay or failure result from a Force Majeure Event, in which case the time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 90 days, the unaffected party may terminate their agreement by giving written notice to the other party.

16.3 Variation. Other than in accordance with clause 4.10 and clause 8.5, no variation of these User Terms and Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.4 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.5 Rights and remedies. Except as expressly provided in these User Terms and Conditions, the rights and remedies provided under these User Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

16.6 Severance. If any provision or part-provision of these User Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these User Terms and Conditions. If any provision or part-provision of these User Terms and Conditions is deemed deleted under this clause 16.6 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.

16.7 Entire agreement. These User Terms and Conditions constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter; each party acknowledges that in entering into these Terms and Conditions it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these User Terms; and each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these User Terms.

16.8 Assignment. The Client shall not, without the prior written consent of LSI, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these User Terms and Conditions. LSI may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these User Terms and Conditions without the prior consent of the Client.

16.9 No partnership. Nothing in these User Terms and Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16.10 Third party rights. These User Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these User Terms and Conditions.

16.11 Governing law and Jurisdiction. These User Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these User Terms and Conditions or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 – Data processing Details

Schedule 2 – List of sub-processors