Terms of Service

1. About these terms

1.1"We", "us" and "Scriptum" mean Scriptum AI Limited, a company registered in Northern Ireland with company number NI740697, whose registered office is at 4 Ballybarnes Meadow, Killarn, Northern Ireland, BT23 4GZ. "You" and the "Customer" mean the organisation that signs an Order Form.

1.2A contract starts when both parties have signed an Order Form, or when you first use the Service under a pilot we have agreed in writing (the "Start Date"). The contract is made up of the Order Form, our Data Protection Policy and these terms.

1.3If those documents conflict, the Order Form prevails, then the Data Protection Policy on data protection matters, then these terms. Your own standard terms do not apply. If we have signed a separate master agreement with you, that agreement applies in place of these terms.

1.4The Service is supplied for business purposes only. Whoever signs or accepts on your behalf confirms that they have authority to bind you.

2. Key definitions

3. Your right to use the Service

3.1We grant you a non-exclusive, non-transferable right to use the Service, and to let your Authorised Users use it, for your own legal work and for clients you act for, during the term of the contract.

3.2Each seat is for one named person and logins must not be shared. You may move a seat to another person when someone leaves or changes role.

3.3You are responsible for your Authorised Users, and for making sure that your External Participants use the Service only for the matter they were invited to and comply with section 4. Your administrators control who has access to your firm's data.

3.4You must keep login details secure and tell us promptly if you suspect unauthorised access.

4. Acceptable use

You must not, and must not allow anyone else to:

• copy, modify or resell the Service, or make it available to third parties other than as these terms allow;
• reverse engineer or decompile the Service, except where the law gives you a right to do so that cannot be excluded;
• use the Service or Output to build or train a competing product or an AI model, other than a model trained on your own material for your own internal use;
• test, bypass or interfere with security or usage limits, or try to reach another customer's data;
• upload malicious code, or material you have no right to use, or use the Service for anything unlawful; or
• present Output as having been checked or endorsed by Scriptum.

5. Your responsibilities

5.1You must make sure you have the rights, consents and permissions needed to put Customer Data into the Service, and that doing so does not breach any duty you owe to a client or anyone else.

5.2You are responsible for your own compliance with the rules that apply to you, including professional conduct, client care, confidentiality and regulatory duties.

5.3You are responsible for your own systems, internet access and Microsoft licences. You should keep your own copies of documents you cannot afford to lose.

6. Customer Data and Firm Knowledge

6.1You own your data. Customer Data and Firm Knowledge belong to you as between you and us. They belong to your organisation, not to any individual user, and remain with your organisation when people leave.

6.2Our limited licence. You allow us to host, copy, process and display Customer Data and Firm Knowledge only as needed to provide and support the Service, to keep it secure, and to meet our obligations under the contract and the law.

6.3No training. We will not use Customer Data or Firm Knowledge to train any AI model, and we will engage AI providers only on terms that do not permit them to train their models on it.

6.4Other firms. Your data is not shown to other customers. Both sides of a deal may use Scriptum. Each customer's data stays separate, and we do not disclose one side's internal work to the other. Anything shared on a matter is shared only because a customer chose to release it. Using Scriptum on a matter creates no conflict of interest or duty on our part towards either side.

6.5Benchmarks. Cross-firm benchmarks are off unless you opt in. If you do, only de-identified data is used, and it is presented so that no firm, matter or client can be reconstructed from it.

6.6Usage data. We may use information about how the Service is used, such as performance and feature usage, to run, secure and improve the Service, provided it does not reveal the content of Customer Data and does not identify you or any individual to anyone else.

6.7Privilege. Neither party intends that putting material into the Service will waive legal professional privilege or confidentiality. We handle Customer Data only on your instructions and subject to section 11.

6.8Complaints about content. If we receive a credible allegation or legal demand concerning particular Customer Data, we may restrict access to that data for as long as we reasonably need to deal with it. We will tell you first where it is lawful and practicable to do so.

7. AI output and lawyer review

7.1Not legal advice. Scriptum is a software provider, not a law firm. The Service does not give legal advice and using it does not create a solicitor and client relationship with us.

7.2Output can be wrong. Output is generated with AI and can be incomplete, inaccurate, out of date or unsuited to your matter. It can include invented or misattributed content.

7.3A lawyer stays in control. The Service holds AI proposals for human decision. You must make sure a suitably qualified person reviews Output and applies their own judgement before it is relied on, approved, released or sent to anyone. You are responsible for the advice and documents you provide to your clients and for decisions made using the Service, including any decision to approve a batch of proposals together.

7.4Ownership of Output. Subject to payment and to section 9, you own the Output generated for you, to the extent that rights can exist in it, and may use it for your work and your clients. Similar Output may be generated for other customers from common legal language, and that does not breach these terms.

7.5Models. We may change the AI models and providers we use, subject to the Data Protection Policy. We are not required to disclose our prompts, methods or technical design.

8. Fees and payment

8.1You will pay the fees in your Order Form. Unless the Order Form says otherwise, fees are charged per user per month, invoiced monthly in advance, and payable within 30 days of invoice.

8.2Fees exclude VAT and similar taxes, which you will pay in addition where they apply. Fees already paid are not refundable, except where these terms or the law provide otherwise.

8.3If an undisputed amount is overdue, we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 and, after 10 Business Days' written notice, suspend access until it is paid.

8.4We may change our fees with effect from the start of a renewal period by giving at least 60 days' written notice. Fees for seats added during a term are charged at the rate in your Order Form, pro rata where relevant.

8.5A "Business Day" is a day other than a Saturday, Sunday or public holiday in Northern Ireland.

9. Our intellectual property

9.1We and our licensors own the Service, including its software, design, taxonomies, templates and methods. Apart from the rights in these terms, you receive no rights in them, and you have no right to source code.

9.2If you give us suggestions or feedback, we may use them freely and without payment, provided that we do not identify you or disclose your Customer Data.

9.3Third-party software or services used with the Service, such as Microsoft Word, remain subject to their own terms.

10. The Service, support and changes

10.1We will provide the Service with reasonable care and skill, and it will perform materially as described in its documentation.

10.2If it does not, tell us with enough detail for us to reproduce the problem. We will use reasonable efforts to fix it within a reasonable time. If we cannot, either party may end the affected part of the Service and we will refund prepaid fees for the period after it ends. Subject to section 15.1, that is your only remedy for a breach of section 10.1.

10.3Section 10.1 does not cover problems caused by use contrary to these terms or our instructions, by changes not made by us, by systems or services outside our control, or by Customer Data.

10.4We provide reasonable support through the channels we make available. We do our best to give advance notice of planned maintenance, but we do not promise that the Service will be uninterrupted or free of all errors.

10.5We may improve or change the Service, provided that we do not materially reduce its overall functionality during a paid term. All other warranties and terms implied by law are excluded as far as the law allows.

11. Confidentiality

11.1Each party will keep the other's confidential information secure, use it only to perform or exercise rights under the contract, and disclose it only to people who need it for that purpose and are bound by a duty of confidence. Customer Data, Firm Knowledge and Output are your confidential information. Our non-public pricing and technical information is ours.

11.2This does not apply to information that is or becomes public through no fault of the recipient, that the recipient already held or lawfully received free of any duty of confidence, or that it developed independently.

11.3A party may disclose information where the law, a court or a regulator requires it, and will give the other party notice first where it is lawful to do so.

11.4These duties last for 5 years after the contract ends and, for Customer Data and anything privileged, for as long as the information stays confidential.

12. Data protection

Each party will comply with applicable data protection law. Our Data Protection Policy applies to personal data we process for you, and our Privacy Policy explains what we do with personal data as a controller.

13. Pilots

13.1If we agree a pilot or design partner arrangement with you, the agreed period and any discount will be set out in writing. Unless agreed otherwise, there is no fee and no commitment to buy, and either party may end the pilot at any time by written notice.

13.2Sections 5, 6, 7, 11 and 12 and the Data Protection Policy apply in full to a pilot. Otherwise a pilot is provided as is, and features may be incomplete or change.

14. Third-party intellectual property claims

14.1If a third party claims that your permitted use of the Service infringes its intellectual property rights, we will, once you notify us promptly and let us control the claim, defend it and pay any damages finally awarded or agreed by us in settlement, subject to section 15.

14.2We may modify or replace the affected part of the Service, get you the right to keep using it, or end the affected part and refund prepaid fees for the period after it ends.

14.3This section does not apply to claims arising from Customer Data, Output changed by you or anyone other than us, use contrary to these terms, or combination with something we did not supply. You will indemnify us against any third-party claim that Customer Data, or your use of it in the Service, infringes that party's rights or breaches the law.

15. Liability

15.1Nothing in the contract limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot legally be limited. Your duty to pay fees is also not limited.

15.2Subject to section 15.1, neither party is liable for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.

15.3Subject to section 15.1, we are not liable for your or your clients' reliance on Output without the review section 7.3 requires, for advice or documents you give to anyone, or for errors in Customer Data.

15.4Subject to section 15.1, each party's total liability under or in connection with the contract, in contract, tort (including negligence) or otherwise, in each contract year, is limited to the fees paid and payable for the Service in that year. Your Order Form may set a different limit, including for breaches of confidentiality or data protection.

15.5For a pilot with no fees, our total liability under section 15.4 is limited to £1,000.

16. Term, suspension and termination

16.1The contract starts on the Start Date and runs for the initial term in your Order Form. It then renews automatically for successive periods of 12 months unless either party gives at least 60 days' written notice before the end of the current period. If your Order Form states that you are on a monthly plan, it instead renews monthly unless either party gives at least 30 days' written notice.

16.2Either party may end the contract immediately by written notice if the other commits a material breach and, where the breach can be remedied, does not remedy it within 30 days of written notice, or if the other becomes insolvent, enters administration or liquidation, or stops trading.

16.3We may suspend access, wholly or in part, where reasonably necessary to deal with a security threat or suspected misuse, or to comply with the law. Where practicable, we will tell you first and limit the suspension to what is needed. We will restore access promptly once the reason has been resolved.

17. When the contract ends

17.1All access rights end, and you will pay any fees due up to the end date.

17.2For 30 days after the end date, we will make Customer Data, including exportable Firm Knowledge, available for you to export in the formats the Service supports. We will then delete it from production systems within a further 60 days, and from backups in the ordinary course of rotation, unless the law requires us to keep it.

17.3Rights that have already accrued, and terms meant to continue, including sections 6.1, 6.7, 7, 11, 14, 15, 17 and 19, survive.

18. Changes to these terms

We may update these terms by giving at least 60 days' written notice. The update will apply to your contract from the start of your next renewal period, unless a change is needed sooner to comply with the law or does not disadvantage you, in which case it applies from the date in our notice. Any other variation must be in writing and signed by both parties.

19. General

19.1Events outside our control. Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of the internet or third-party networks. This does not excuse payment.

19.2Assignment. Neither party may transfer the contract without the other's written consent, which must not be unreasonably withheld, except that either party may transfer it as part of a sale or reorganisation of its business. We may use subcontractors and remain responsible for them, subject to the Data Protection Policy.

19.3Notices. Notices must be in writing. Send notices to us by email to info@scriptumai.co or by post to our registered office, and to you at the address in your Order Form or as last notified. An email is treated as received when sent if no delivery failure message is received, and first class post at 9.00 am on the second Business Day after posting. This does not apply to the service of legal proceedings.

19.4Entire agreement. The contract is the entire agreement between the parties on its subject matter. Neither party has relied on any statement that is not set out in it, and neither has any remedy for such a statement. This does not limit liability for fraud.

19.5Other terms. If a provision is found to be invalid, the rest continues to apply. A delay in exercising a right is not a waiver of it. A person who is not a party has no right to enforce the contract under the Contracts (Rights of Third Parties) Act 1999.

19.6Governing law. The contract, and any dispute or claim arising out of it, including non-contractual ones, is governed by the law of Northern Ireland, and the courts of Northern Ireland have exclusive jurisdiction.