Starter Access and Subscription Terms of Service

Conditions for use of Avantwerk Legal AI: Starter Access, subscription, HITL obligation, data protection, marketing consent. Governed by the laws of England and Wales.

Part I: General

1. Who we are

1. Avantwerk Legal AI is a software product operated by Bennovate spółka z ograniczoną odpowiedzialnością ("Bennovate", "we", "us", "our"), a company incorporated in the Republic of Poland under company number KRS 0000597272, NIP 7272799328, REGON 363700466, with its registered office at ul. Christiana Andersena 25, 94-118 Łódź, Poland.
2. Bennovate operates under the trading name Avantwerk Legal AI in the United Kingdom. Bennovate is not an SRA-authorised firm of solicitors. It does not provide legal services and is not regulated by the Solicitors Regulation Authority. The product is software for use by SRA-regulated law firms.
3. Support and service contact: support@avantwerk.com. Legal notices: legal@avantwerk.com. Phone: +44 20 4538 7989.

2. Scope and B2B character

1. These Terms govern the Avantwerk Legal AI software service and form a business-to-business agreement between Bennovate and the subscribing solicitor or SRA-authorised law firm practising in England and Wales (the "Customer", "you", "your").
2. The Service is supplied only for use in the Customer's legal practice. It is not offered to consumers, barristers' chambers, licensed conveyancers, unregulated legal-services businesses or in-house legal departments under these Terms.
3. A sole practitioner enters into this Agreement wholly or mainly for purposes relating to their legal practice and not as a consumer.
4. These Terms are written in English. All notices, invoices and communications under these Terms shall be in English unless the parties agree otherwise in writing.

3. Definitions

In these Terms the following words have the meanings set out below:

Part II: Starter Access

4. Starter Access

1. Bennovate offers each eligible firm Starter Access once, funded by the Welcome Credit described in Clause 8. Starter Access is not available for Enterprise.
2. The Customer supplies payment card details directly to the payment provider. The provider saves the payment method in setup mode. No amount is charged, no Subscription is created and Bennovate is not authorised to charge the method later unless the Customer separately selects a paid plan and expressly activates it.
3. Starter Access gives access to the Service only for as long as Welcome Credit remains. Exhaustion of the Welcome Credit or inactivity does not charge the payment method or convert Starter Access into a paid Subscription. If the Customer takes out a Subscription, any unused Welcome Credit is carried into that Subscription and ends when the Subscription ends (Clause 8).
4. Starter Access is available only once per firm. Bennovate may suspend or terminate it for abuse or attempted circumvention of the stated limits.
5. Starter Access is provided on an "as is" and "as available" basis, subject to obligations that cannot lawfully be excluded. Matter Content and outputs remain under the Customer's control in the Customer-Controlled Vault. Account data is handled under the Privacy Notice.

5. Starter Access obligations

By activating Starter Access the Customer agrees to:

1. use the Service solely for evaluation purposes within the Customer's legal practice;
2. ensure that every AI-assisted output is reviewed by a solicitor admitted in England and Wales who holds a current practising certificate before it is relied upon or communicated to any client or third party (HITL obligation, Clause 13);
3. comply with the Customer's own SRA Code of Conduct obligations and the SRA Principles while using Starter Access; and
4. not circumvent any usage limits, not attempt to reverse engineer the Service, and not share access credentials.

Part III: Subscription

6. Formation of contract

1. A binding subscription contract is formed when (a) the Customer completes the sign-up process and accepts these Terms by ticking the mandatory acceptance checkbox, and (b) Bennovate confirms the subscription by email (the "Subscription Confirmation").
2. These Terms constitute the entire agreement between the parties relating to the Service and supersede all prior representations, negotiations and discussions.

7. Subscription period and renewal

1. Subscriptions are billed monthly per seat unless the Customer selects annual prepayment at checkout or an annual term is agreed in an Order Form. Where an annual term is taken, it runs for 12 months from the Effective Date. The first subscription period begins on the Effective Date.
2. A monthly subscription renews automatically each month at the then-current list price for the applicable Subscription Tier, less any discount that still applies under Clause 8, until cancelled in accordance with Clause 9. An annual subscription renews automatically for a further 12-month period unless either party gives written notice of non-renewal not less than 30 days before the end of the then-current annual period.
3. Bennovate will provide at least 30 days' written notice of any price increase that takes effect on renewal. If the Customer does not wish to accept the new price, the Customer may cancel (monthly) or give notice of non-renewal (annual) before the change takes effect. The end of a discount period agreed at the outset, including the Enterprise launch offer in Clause 8, is not a price increase for the purposes of this Clause 7.3.

8. Subscription tiers and pricing

The following Subscription Tiers are available. Pricing is per seat per month, exclusive of VAT.

Credits and the Monthly Credit Allowance. AI usage through the managed AI route is metered in Credits; one Credit equals £1 of AI usage. Each Starter or Practice seat includes the Monthly Credit Allowance shown above for each calendar month, including where the Customer has prepaid annually. AI usage is charged first against the Monthly Credit Allowance, then against any Welcome Credit and then against Top-up Credits. Any part of the Monthly Credit Allowance unused at the end of a calendar month lapses and does not carry over. No Monthly Credit Allowance is available while the Subscription is cancelled. When the Customer's available Credits are exhausted, AI requests through the managed AI route pause until the next calendar month's allowance becomes available or the Customer buys a Top-up Pack; no usage charge is made automatically beyond the Credits available.

Top-up Packs. The Customer may buy additional Credits in the Service as one-off Top-up Packs, payable in advance and not recurring: £100 buys £110 of Credits; £300 buys £345 of Credits; £600 buys £720 of Credits. Top-up Credits stay on the Customer's account until they are used. They do not lapse at the end of a calendar month or when the Subscription ends; after the Subscription ends the Customer may still use them for AI requests through the managed AI route, subject to these Terms. The price paid for a Top-up Pack is not a prepaid subscription fee for the purposes of Clauses 9 and 24.

Refund of unused Top-up Credits. Bennovate will refund unused Top-up Credits only where: (a) Bennovate ends the Subscription other than for the Customer's breach of these Terms or non-payment; (b) Bennovate permanently withdraws or discontinues the Service, or the managed AI route through which Top-up Credits are used (including under Clause 9(b)); (c) the Customer ends the Subscription because of Bennovate's unremedied material breach or Bennovate's insolvency, as described in Clause 9(a) and (c), whether the Subscription is monthly or annual; or (d) the Customer ends the Subscription under another exit right caused by Bennovate, namely an objection to a variation of these Terms under Clause 24 or an objection to a new sub-processor under the DPA. The refund for each Top-up Pack is the number of its unused Top-up Credits divided by the number of Credits in that Pack, multiplied by the price paid for that Pack (including any VAT charged on it); Top-up Credits are treated as used in the order in which the Packs were bought, oldest first. The refund is paid within 30 days after the end of the Subscription or, where the Subscription continues, after the withdrawal under (b) takes effect. It is paid to the payment method originally used to buy the Pack or, if that payment method can no longer receive it, by bank transfer to an account the Customer names in writing. In every other case, including cancellation or non-renewal by the Customer, expiry, suspension or termination for non-payment and termination for the Customer's breach of these Terms, Top-up Credits remain on the Customer's account, remain usable under this Clause 8 and are never refunded in cash.

Welcome Credit. When a firm signs up with a payment card (Starter Access, Clause 4), Bennovate grants a one-time Welcome Credit of £50 of Credits. The Welcome Credit is granted once per registered firm, is not recurring, has no cash value and does not apply to Enterprise. Bennovate may refuse a further grant where the same company registration or payment card has already received one. Any unused Welcome Credit ends when the Subscription ends.

Annual prepayment. On any Subscription Tier the Customer may prepay twelve months' subscription for the price of ten. An annual prepayment is an annual term for the purposes of Clauses 7 and 9.

Enterprise launch offer. A Customer that starts a new Enterprise Subscription on or before 23:59 UTC on 31 December 2026 receives a discount of 40% on the Enterprise per-seat price for the first 12 months of that Subscription. The offer is limited to 100 firms in the United Kingdom and closes before 31 December 2026 if that number is reached; availability is confirmed at checkout or in the Enterprise Order Form, and a Subscription accepted with the offer applied keeps it for the full 12 months. Under the offer: (a) the Customer may choose monthly billing or annual prepayment, and annual prepayment is calculated on the discounted price; (b) the Customer must use its own AI Provider account (BYOK); and (c) the offer is available once per firm and is not transferable. From the start of the thirteenth month of the Subscription the standard Enterprise per-seat price stated in the Order Form applies. Bennovate will remind the Customer in writing of that change at least 30 days before it takes effect.

All prices are exclusive of VAT. VAT at the standard rate (currently 20%) will be charged in addition where applicable, subject to the reverse-charge mechanism where the Customer is a VAT-registered business in the United Kingdom.

BYOK and AI usage costs. Where the Customer enables AI-assisted analysis under the BYOK mechanism (Clause 14), the Customer's AI Provider bills the Customer directly for AI usage under the Customer's own agreement with that AI Provider. Such usage is not included in, billed by, or marked up by Bennovate, and is additional to the per-seat subscription fee.

Fees are payable in advance by the payment method accepted at checkout. If payment is not received within 14 days of the invoice date, Bennovate may suspend access without prejudice to any other remedy, including the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 at the statutory rate (currently 8% above the Bank of England base rate per annum).

9. Cancellation

A monthly subscription may be cancelled with effect from the end of the then-current monthly billing period by written notice to support@avantwerk.com; no refund of the fee for the current month is due. Where an annual term has been taken, there is no right to cancel mid-term and obtain a refund of prepaid fees, except:

1. where Bennovate is in material breach of these Terms and fails to remedy that breach within 30 days of written notice from the Customer;
2. where Bennovate ceases to provide the Service permanently; or
3. where Bennovate becomes insolvent, enters administration, goes into liquidation (other than for the purposes of a solvent reorganisation), has a receiver or administrative receiver appointed or enters a voluntary arrangement with its creditors, in which case the Customer may end the Subscription with immediate effect by written notice.

In each of cases (a) to (c), Bennovate will also refund unused Top-up Credits under Clause 8.

The Customer may give notice of non-renewal of an annual term at any time during the current subscription period, with effect at the end of that period, by written notice to support@avantwerk.com.

On termination or expiry of the subscription for any reason: (a) the Subscription, the Monthly Credit Allowance and any unused Welcome Credit end and the Customer's access to the Service ceases, save that the Customer may continue to sign in and use any remaining Top-up Credits through the managed AI route under Clause 8, subject to these Terms, unless they are refunded under Clause 8; (b) personal data held within Bennovate's processing chain will be deleted or returned in accordance with the DPA; and (c) the Customer retains control of Matter Content in the Customer-Controlled Vault and remains responsible for an independently verified backup.

9A. Referral Programme

Nature and purpose. Bennovate operates a Referral Programme (the "Programme") under which an existing subscriber (the "Referring Firm") may recommend the Avantwerk Legal AI software platform to another SRA-regulated firm practising in England and Wales that is not yet a subscriber (the "Referred Firm"). The Programme relates exclusively to the recommendation of a software platform. It does not constitute, and must not be treated as: (i) the introduction of clients, potential clients or legal instructions to the Referring Firm or any other firm; (ii) any division of legal fees or revenue sharing in connection with the provision of legal services; or (iii) any arrangement within ss. 56–60 Legal Aid, Sentencing and Punishment of Offenders Act 2012.

First Month Free (Give-a-Month). A Referred Firm that activates a paid subscription through a valid referral link or referral code will receive its first month of subscription at no charge. This benefit is available once per firm. Subsequent subscription months are billed at the rate applicable to the Referred Firm's Subscription Tier. The First Month Free is the only free subscription period offered under these Terms.

Referring Firm credit (Get-a-Month). Where a Referred Firm: (a) activates a paid subscription following a referral by the Referring Firm; and (b) either (i) completes three (3) months of continuous paid subscription following the end of the First Month Free, or (ii) prepays a year's subscription and Bennovate receives payment of that annual invoice, which counts as at least three (3) paid months (in either case, the "Qualifying Period"), Bennovate will credit the Referring Firm's subscription account with one (1) free month (the "Referral Credit"). The value of the Referral Credit is the lower of: (i) one month of the Referring Firm's own subscription fee; and (ii) one month of what the Referred Firm paid, an annual payment counting as one twelfth of the amount paid for each month. Both amounts exclude VAT and any other tax. Where the Referred Firm paid in a different currency, amount (ii) is one month of the Referred Firm's Subscription Tier and seats at Bennovate's list price in the Referring Firm's currency. If the Referred Firm's subscription lapses for any reason during the Qualifying Period, the Qualifying Period resets to zero. A Referral Credit is a credit against subscription fees; it is not a grant of Credits for AI usage.

Annual cap. A Referring Firm may earn a maximum of three (3) Referral Credits per calendar year (1 January to 31 December), regardless of the number of referrals made.

Credit-only; no cash; no permanent rate reduction. Referral Credits are applied to the Referring Firm's subscription account only. They are not redeemable for cash and will not be paid in cash in any circumstances. They do not reduce the Referring Firm's standard Subscription Tier rate and confer no right to a permanent pricing concession. Unused Referral Credits expire if the Referring Firm's subscription terminates.

Disclosure obligation. The Referring Firm must, before or at the time of any recommendation, disclose in writing to the Referred Firm: (a) that it participates in the Avantwerk Legal AI Referral Programme; (b) that it will receive one free subscription month, as a credit to its subscription account, if the Referred Firm completes the Qualifying Period; and (c) that the recommendation is of a software platform only and does not constitute a referral of clients, legal instructions or legal business.

Firm-level accrual. Referral Credits accrue to the Referring Firm's subscription account and are not credited to, or for the personal benefit of, any individual solicitor or employee. The Referring Firm is responsible for ensuring that its governance of any Referral Credit received complies with its obligations under the SRA Standards and Regulations 2019.

No paid sales partners. A firm may not at the same time be a Referring Firm under this Clause 9A and a paid sales partner of Bennovate.

Regulatory responsibility. Bennovate is not an SRA-regulated firm. Bennovate makes no representation as to whether a Referring Firm's participation in the Programme is consistent with its professional regulatory obligations. It is the Referring Firm's sole responsibility to satisfy itself that participation is consistent with SRA Principle 3 (independence), SRA Principle 5 (integrity), and the SRA Code of Conduct for Firms. Referring Firms are recommended to consult their Compliance Officer for Legal Practice (COLP) before activating participation.

Modification or discontinuation. Bennovate reserves the right to modify or discontinue the Programme on not less than 30 days' written notice to participants. Any modification does not affect Referral Credits already earned. Referral Credits remaining unused at the date of discontinuation will be applied to the Referring Firm's account within 90 days.

10. Service levels and availability

1. Bennovate targets 99% availability of the Service measured on a monthly basis, excluding scheduled maintenance windows. Bennovate will use reasonable endeavours to provide at least 48 hours' notice of scheduled maintenance that will cause material downtime.
2. Bennovate does not guarantee that the Service is free from errors, bugs or interruptions. The Customer should not rely on the Service as the sole means of conducting any time-critical legal action. Responsibility for meeting court deadlines, limitation periods and professional obligations rests with the Customer and the relevant fee-earner.

Part IV: Licence, Restrictions and Acceptable Use

11. Licence grant

Subject to the Customer's payment of the applicable Subscription Tier fees and compliance with these Terms, Bennovate grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the subscription period (and, after it ends, only to use remaining Top-up Credits under Clause 9) for the Customer's internal legal practice purposes only.

The licence covers the number of seats specified in the Order Form. A "seat" is one named login credential for one individual fee-earner or solicitor. Seats are not to be shared between individuals.

12. Restrictions

The Customer must not:

1. resell, sublicence, rent, lease or otherwise transfer the Service to any third party;
2. attempt to reverse engineer, decompile or disassemble the Service, except to the extent permitted by s.50B Copyright, Designs and Patents Act 1988;
3. use the Service to process data on behalf of clients of firms other than the Customer's own;
4. use the Service in any way that violates the SRA Code of Conduct, including by relying on any AI-generated output without HITL review;
5. attempt to circumvent security controls, access unauthorised parts of the system, or scrape the Service;
6. use the Service to generate content that is defamatory, fraudulent, unlawful or misleading; or
7. remove or obscure any copyright, trade mark or other proprietary notice.

Part V: HITL Obligation and AI Use

13. Human-in-the-loop (HITL) obligation

Every output generated by the Service that involves AI assistance (including drafted documents, analysis, risk flags, court-form suggestions, and extracted summaries) is a draft only. It must be reviewed, edited and verified by a solicitor admitted in England and Wales who holds a current practising certificate before it is:

1. sent to any client;
2. filed in any court, tribunal or regulatory body;
3. incorporated into any contract, agreement or binding instrument; or
4. otherwise relied upon as authoritative legal analysis.

The Customer is solely responsible for ensuring HITL review occurs and for the quality and accuracy of every output communicated to clients or third parties. Bennovate accepts no responsibility for loss, harm or regulatory consequence arising from use of an unreviewed AI-generated output.

The SRA expects firms using AI tools to maintain appropriate supervision: SRA Code of Conduct for Solicitors 2019, para. 3.2 (competence) and the SRA's published guidance "Compliance tips for solicitors regarding the use of AI and technology" (updated 9 February 2026). The Customer's engagement with the Service is subject to those obligations.

13A. AI system disclosure

The Service is an artificial-intelligence system. Where the Service provides a chat or AI-assistant interface, the Customer's users interact with an AI, not with a human operator. All outputs generated by the Service, including drafted documents, analysis, risk flags, court-form suggestions and extracted summaries, are AI-generated draft material; the product identifies them as such within the interface. This disclosure is made as a matter of honest dealing consistent with the SRA's published supervision expectations for AI tools. Regulation (EU) 2024/1689 (EU AI Act) applies to Bennovate's EU operations; on this UK platform the equivalent disclosure standard under Art. 50 of that Regulation is applied voluntarily, as a matter of good practice and consistency across the markets in which the Service operates.

14. Customer-Controlled Vault and AI processing

1. The canonical case record is held in the Customer-Controlled Vault. Bennovate does not hold the canonical case record. The browser is a replaceable interface and may keep only disposable working data.
2. Solo runs the vault on the solicitor's computer in a chosen local folder. Practice runs the sole-writer vault service on a firm-controlled host reached over authenticated HTTPS on the firm's LAN or VPN. Enterprise runs the same vault contract on dedicated customer-controlled infrastructure.
3. Practice and Enterprise availability is subject to the applicable supported release and Order Form. Enterprise is currently single-node; active-passive operation and point-in-time recovery are not included.
4. Starter and Practice use Bennovate's managed AI route unless the firm has configured its own supported provider credential. Enterprise uses BYOK. Whenever BYOK applies, the Customer appoints the AI Provider directly; Bennovate remains processor only for any transient relay it performs.
5. Before either route transmits an AI request, the Service applies the documented controls that are applicable to that request; the set is not universal. In particular, the text pseudonymisation pass does not reach pixels inside an image, screenshot or scanned page, and voice-dictation clean-up intentionally sends the matter vocabulary (including names) needed to spell the dictation correctly. The dictation clean-up route remains subject to the same privilege gate, routed transport and audit ledger; Verbatim dictation sends nothing. Pseudonymised information remains personal data. The applicable controls do not remove the Customer's responsibility to decide whether the proposed disclosure is lawful, necessary and consistent with confidentiality and LPP.
6. The Customer shall configure access, give only lawful documented instructions, identify the applicable Art. 6 UK GDPR basis and, where relevant, the applicable Art. 9 condition or Art. 10/DPA 2018 authority, and complete any required DPIA.

Part VI: Intellectual Property

15. Ownership

1. All intellectual property rights in the Service, the platform, the underlying software, and the Avantwerk Legal AI brand are and remain the exclusive property of Bennovate or its licensors.
2. All intellectual property rights in Matter Content and in any outputs the Customer creates using the Service remain the property of the Customer or its clients. Bennovate claims no rights in any matter-specific output generated by the Customer.
3. Where the Customer submits feedback or suggestions to Bennovate, the Customer grants Bennovate a perpetual, royalty-free, non-exclusive licence to use that feedback to improve the Service.

Part VII: Data Protection

16. Data Processing Agreement

The parties' data-protection obligations are set out in the DPA, which forms part of this Agreement. In the event of any conflict between the DPA and these Terms on data-protection matters, the DPA prevails.

For account, authentication, billing and sales operations described in the Privacy Notice, Bennovate acts as controller. For managed AI requests, the Customer is controller, Bennovate is processor and the managed AI Provider is Bennovate's sub-processor. When BYOK applies, Bennovate remains processor only to the extent it relays the request, credential or response, while the Customer appoints the AI Provider directly. Matter Content that remains in the Customer-Controlled Vault is not processed by Bennovate.

17. Direct marketing and PECR

1. By creating an account (whether for Starter Access or a paid Subscription), the Customer consents to receiving transactional and service-related emails from Bennovate.
2. We use the products-and-services soft opt-in under reg. 22(3) PECR only where Bennovate obtained the recipient's contact details directly in the course of a sale, or negotiations for a sale, of a Bennovate product or service; the marketing concerns Bennovate's own similar products or services; the recipient was given a clear, simple opportunity to refuse marketing when the details were collected; and every later message includes a simple, free opt-out. A Starter Access registration may constitute negotiations for a sale only where those conditions are met. Where they are not met and PECR requires consent, we send electronic-mail marketing only after valid consent. We maintain suppression records and honour an objection to direct marketing at any time.
3. For any outbound telephone marketing to the Customer, Bennovate will check the Telephone Preference Service (TPS) register before calling, as required by reg. 21(3) PECR. Explicit prior consent is required before cold-calling a number registered on the TPS.
4. The Customer's consent preferences are recorded in accordance with the Privacy Notice.

Part VIII: Liability and Indemnity

18. Exclusion of warranties

The Service is provided on an "as is" basis. To the maximum extent permitted by law (including UCTA 1977), Bennovate excludes all implied warranties, conditions or terms, including any implied warranty of satisfactory quality, fitness for purpose or non-infringement.

Bennovate does not warrant that:

1. AI-generated outputs are accurate, complete, up to date or suitable for any particular matter;
2. the Service will be free from errors, bugs, viruses or interruptions;
3. the Service will be compatible with all devices, browsers or operating systems;
4. any legal authority cited or retrieved by the Service is current, correctly stated or applicable to the Customer's matter.

Citation verification. The Customer is solely responsible for verifying any legal citation, case reference, statutory provision or regulatory requirement produced or suggested by the Service before relying on it. AI models can generate plausible but incorrect citations. The Customer must verify against primary sources such as legislation.gov.uk and official judgments. This duty is not reduced or transferred by these Terms. See R (Ayinde) v Haringey LBC [2025] EWHC 1383 (Admin) and UK and R (Munir) v Secretary of State for the Home Department [2026] UKUT 81 (IAC).

19. Limitation of liability

1. Subject to Clause 19.3, Bennovate's total aggregate liability to the Customer in any 12-month period, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by the Customer to Bennovate in the 12-month period immediately preceding the event giving rise to the claim.
2. Subject to Clause 19.3, Bennovate shall not be liable for: (a) loss of profits, business, revenue or anticipated savings; (b) loss of data caused by the Customer's failure to maintain and verify its Customer-Controlled Vault backup; (c) damage to reputation or goodwill; (d) any indirect, special or consequential loss; (e) any claim arising from the Customer's failure to conduct HITL review, from reliance on unverified citations, or from breach of the Customer's own professional obligations.
3. Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by Bennovate's negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot lawfully be excluded under English law, including under UCTA 1977.

20. Indemnity

The Customer shall indemnify and hold Bennovate harmless from and against any claims, losses, damages, costs (including legal costs on an indemnity basis) and expenses arising from: (a) the Customer's use of the Service in breach of these Terms; (b) the Customer's violation of any applicable law or regulation, including the SRA Code of Conduct; (c) the Customer's reliance on an AI-generated output without HITL review; (d) any claim by a third party (including a client of the Customer) arising from the Customer's acts or omissions in providing legal services using the Service.

Part IX: Confidentiality and Security

21. Confidentiality

Each party shall keep confidential all Confidential Information of the other party and shall not disclose it to any third party without the prior written consent of the disclosing party. "Confidential Information" means any information that is marked as confidential or that a reasonable person would understand to be confidential. Matter Content is subject to the Customer's own obligations of LPP and client confidentiality. Bennovate does not operate the Customer-Controlled Vault. It may receive and transiently process only the material deliberately selected for an authorised operation under Clause 14 and the DPA. The obligations relating to Matter Content, legal professional privilege, client confidential information and trade secrets survive termination for so long as the information remains confidential or privileged. The obligations relating to other Confidential Information survive termination for five years.

22. Security

Bennovate will maintain appropriate technical and organisational measures consistent with UK GDPR Art. 32. The Customer is responsible for the security, access control and independently verified backup of its Customer-Controlled Vault and, where BYOK applies, for the security and rotation of its provider credential.

Part X: General

23. Third party rights

A person who is not a party to this Agreement has no right to enforce any term of it under the Contracts (Rights of Third Parties) Act 1999.

24. Variation

Bennovate may update these Terms from time to time on not less than 30 days' written notice of any material change. If the Customer does not object within 30 days, the Customer is deemed to have accepted the new Terms. If the Customer objects, the Customer may terminate the subscription with effect from the date the new Terms take effect, subject (for an annual term) to a pro-rated refund of prepaid fees for the unexpired period and, in every case, to a refund of unused Top-up Credits under Clause 8. Changes required by law may take effect immediately on notice.

25. Waiver

Failure by either party to enforce any provision shall not constitute a waiver of that provision or any other provision. No waiver is effective unless it is in writing and signed by the waiving party.

26. Severability

If any provision of this Agreement is held unlawful, void or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect.

27. Entire agreement

This Agreement (comprising these Terms, the DPA and any Order Form) constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations and understandings.

28. Force majeure

Neither party shall be liable for any failure or delay in performing its obligations to the extent such failure or delay is caused by circumstances beyond its reasonable control. The affected party shall give prompt notice and shall use reasonable endeavours to mitigate the impact. If the force majeure event continues for more than 90 days, either party may terminate the Agreement on 14 days' written notice.

29. Limitation periods

Any claim or action arising under or in connection with this Agreement must be commenced within 6 years of the date on which the cause of action arose, or such shorter period as may apply under the Limitation Act 1980 s.5.

30. Governing law and jurisdiction

This Agreement is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with this Agreement. Notwithstanding the above, either party may seek urgent injunctive or other equitable relief in any court of competent jurisdiction.

Schedule 1: Subscription Tier Summary

One Credit equals £1 of AI usage on the managed AI route. Monthly Credit Allowance: per seat, per calendar month, used first, no carry-over, none while the Subscription is cancelled. Top-up Packs (one-off): £100 buys £110 of Credits; £300 buys £345 of Credits; £600 buys £720 of Credits; Top-up Credits stay on the account until used, including after the Subscription ends; Top-up Credits are deemed used oldest first; unused Top-up Credits are refunded pro rata to the Pack price paid, within 30 days, to the original payment method (or, if it can no longer receive it, by bank transfer to an account the Customer names), only where Bennovate ends the Subscription other than for the Customer's breach or non-payment, permanently withdraws the Service, or causes the Customer's exit, including by its material breach or insolvency (Clause 8), and are otherwise never refunded in cash. Welcome Credit: a one-time £50 of Credits when a firm signs up with a payment card, one per registered firm, not on Enterprise; any unused part ends when the Subscription ends. Annual prepayment on any Subscription Tier: twelve months for the price of ten.

Enterprise launch offer: 40% off the Enterprise per-seat price for the first 12 months of a new Enterprise Subscription started on or before 23:59 UTC on 31 December 2026; limited to 100 firms in the United Kingdom and closing earlier if that number is reached; monthly or annual billing; the Customer's own AI Provider account required; one per firm. Full terms in Clause 8.

All prices exclusive of VAT. Per-seat billing, monthly unless annual prepayment is selected at checkout or an annual term is agreed in an Order Form.