Trial and Subscription Terms of Service

Conditions for use of Avantwerk Legal AI — trial, 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. Contact: legal@avantwerk.com · Phone: +44 7728 420038.

2. Scope and B2B character

1. These Terms govern access to and use of the Avantwerk Legal AI software service (the "Service") and form a binding contract between Bennovate and the subscribing law firm, chambers, legal department or other legal-services entity (the "Customer", "you", "your").
2. The Service is provided exclusively to businesses — in particular to SRA-regulated solicitor firms, barrister chambers, licensed conveyancers, legal departments, and sole practitioners operating under a professional services structure. These Terms are a business-to-business agreement. They do not apply to consumers.
3. Where a Customer is a sole practitioner who is also a sole trader for the purposes of the Consumer Rights Act 2015, the provisions of that Act that apply to such persons are not excluded to the extent they cannot lawfully be excluded; nothing in these Terms overrides any mandatory consumer protection provision that applies by law.
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 — Trial

4. Trial access

1. Bennovate offers eligible Customers a 7-day free trial of the Service. The Trial commences on the date the Customer activates their trial account.
2. The Trial is available only once per firm (identified by SRA number or equivalent professional identifier). Repeat trials using different email addresses or firm names are not permitted.
3. During the Trial the Customer may access the Service's standard features subject to reasonable usage limits. Bennovate reserves the right to suspend or terminate a Trial if it is being abused or if usage is outside any fair-use threshold.
4. At the end of the Trial period, access to the Service will cease unless the Customer subscribes to a paid Subscription Tier by entering payment details and accepting the subscription terms set out in Part III.
5. Bennovate does not guarantee that the Service will be uninterrupted or error-free during the Trial. The Trial is provided on an "as is" and "as available" basis without warranty of any kind, subject to the minimum obligations that apply as a matter of law and cannot be excluded.
6. No charge is levied for the Trial. Any data or outputs generated during the Trial remain the Customer's property and are not retained by Bennovate's servers (Local-First Architecture — Clause 14). Account-level metadata stored during the Trial is deleted within 30 days of Trial expiry if no subscription is taken.

5. Trial obligations

By activating the Trial 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 generated during the Trial is reviewed by a qualified, SRA-admitted solicitor before being 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 during the Trial; 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 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 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.

8. Subscription tiers and pricing

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

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.

Launch rate. The Launch rate applies to firms subscribing during the launch window and continues for so long as the subscription remains continuous. It is a time-based launch rate, not a lifetime price-lock, and it reverts to the then-current Starter rate on any lapse of more than 30 days or on a change of control, merger, dissolution or re-incorporation of the Customer entity unless Bennovate agrees otherwise in writing.

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 token 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 legal@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; or
2. where Bennovate ceases to provide the Service permanently.

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 legal@avantwerk.com.

On termination or expiry of the subscription for any reason: (a) the Customer's access to the Service ceases; (b) account-level metadata held by Bennovate will be deleted or returned in accordance with the DPA; (c) matter content on the Customer's own disk is unaffected — it was never held by Bennovate (Local-First Architecture — Clause 14).

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 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 qualified, SRA-admitted solicitor 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 para. 3.2 (competence) and the SRA's published guidance on the use of AI in legal practice. The Customer's engagement with the Service is subject to those obligations.

14. Local-first architecture and matter content

1. The Service operates on a local-first basis. Matter content is processed and stored on the Customer's own device and disk, accessed by the Customer's browser via the Web File System Access API. Matter content does not pass through or reside on Bennovate's servers at any time.
2. This architectural choice preserves the Customer's LPP over matter content. Bennovate does not receive, store, index or analyse matter content and therefore cannot be a "processor" of that content under UK GDPR Art. 4(8).
3. AI analysis of matter content (where the Customer chooses to enable it) is performed via the Customer's own BYOK key to the Customer's chosen AI Provider. The AI Provider is engaged directly by the Customer and processes data under the Customer's own relationship and data-protection obligations, and bills the Customer directly for token usage.
4. The Customer acknowledges that the BYOK mechanism requires the Customer to: (a) enter into and comply with the AI Provider's terms; (b) ensure use of the AI Provider is consistent with the Customer's own GDPR obligations, confidentiality duties and LPP; (c) manage the security of the Customer's API key; (d) take responsibility for any DPIA required under UK GDPR Art. 35.

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.

The Customer is the controller of personal data processed within the Service in connection with the Customer's own matters and clients. Bennovate is the processor of a narrow set of account-level personal data (contact name, firm name, email address, billing contact, SRA number) for the purpose of providing the Service. Neither matter content nor clients' data flows through Bennovate's infrastructure (Clause 14).

17. Direct marketing and PECR

1. By creating an account (whether Trial or paid), the Customer consents to receiving transactional and service-related emails from Bennovate.
2. Marketing emails about Avantwerk products and services will be sent to existing customers under the soft opt-in provision at reg. 22(3) of the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) ("PECR"). Every marketing email will include a clear unsubscribe mechanism. The Customer may opt out 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 ("hallucinations"). The Customer must verify against primary sources (legislation.gov.uk, BAILII, official law reports). This is a professional duty under the SRA Code of Conduct and is not reduced or transferred by these Terms. See also Ayinde v London North West University Hospitals NHS Trust [2025] EWHC 1383 (KB) and Munir v Advocate General for Scotland [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 (noting matter content is held on the Customer's own disk — Clause 14); (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 receive Matter Content (Clause 14). The confidentiality obligations survive termination for a period of 5 years.

22. Security

Bennovate will maintain appropriate technical and organisational measures consistent with UK GDPR Art. 32. The Customer is responsible for: (a) the security of its own devices, operating systems and browsers; (b) the security of its own disk on which Matter Content is stored; (c) the security and rotation of its own BYOK API key.

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. 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 ss. 5 and 8.

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

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