Terms of service

These Terms of Service (the "Terms") form a binding agreement between you and Rated Counsel Limited (t/a clmSpace), a company registered in England and Wales (company no. 11812572) with registered office at 5 Golden Mede, Waddesdon, England, HP18 0NG ("clmSpace", "we", "us", "our"), and govern your access to and use of the clmSpace platform (the "Service"). By accessing or using the Service, you agree to these Terms. If you accept these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation, and "you" refers to that organisation.

Separate commercial terms (the "Master Services Agreement") apply to paid subscriptions and take precedence over any conflicting provision in these Terms.

1. The Service

clmSpace is an AI-native contract lifecycle management platform. It reads your contract documents, extracts obligations, deadlines, parties, and citations, and produces structured contract intelligence across a suite of capabilities including extraction, verification, deviation analysis, negotiation support, drafting and authoring, renewals, procurement, risk analysis, standards learning, monitoring, query, curation, and lifecycle tracking. The Service is hosted in the United Kingdom: the backend runs on Microsoft Azure (UK South), a tenant-scoped store in Neon Postgres (AWS London) holds derived structured data and powers fast lists and dashboards, and source documents remain in your own SharePoint or Google Drive, read through connectors you authorise.

2. Licence to use the Service

Subject to these Terms and your Master Services Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence, during your subscription term, to access and use the Service for your internal business purposes and for the number of authorised users covered by your subscription. You may permit your personnel and authorised contractors to use the Service on your behalf, provided they comply with these Terms and you remain responsible for their use.

3. Customer responsibilities

You are responsible for the following:

• Keeping account credentials confidential, controlling which of your personnel hold administrator and verifier roles, and notifying us promptly of any suspected unauthorised access.
• Ensuring you have the rights and authority to submit your documents to the Service and to have them processed as described in these Terms, the Data Processing Addendum, and our privacy notice.
• Configuring your SharePoint or Google Drive connector and your sign-in settings (including which folders are bound to the Service and which users are granted access) and keeping the related credentials and permissions current.
• Reviewing contract intelligence outputs through a qualified human verifier before relying on them, consistent with section 4.
• Using the Service in line with our Acceptable Use Policy.

4. AI output: draft contract intelligence for professional review

clmSpace produces draft contract intelligence for professional review. The platform uses Anthropic Claude (Sonnet class) to read your contracts and surface obligations, deadlines, deviations, and risks, complete with the source citations a reviewer needs to confirm each finding. This is the product working as designed: the platform does the heavy lifting of reading at scale and presenting findings with the evidence behind them, and a qualified human verifier confirms or overrides each item before it is relied upon. Verification is enforced downstream, so confirmed intelligence carries an auditable record of who approved it, when, and why; lower-confidence items are flagged so reviewers can focus their attention where it matters most.

Because the Service supports professional judgement rather than replacing it, clmSpace outputs are not legal advice and do not create a lawyer-client relationship. You are responsible for the decisions you and your advisers make based on the Service, and qualified counsel should review outputs before they are relied upon for legal or commercial decisions.

5. Intellectual property

As between the parties, clmSpace retains all rights, title, and interest in the platform, including the obligation taxonomy, agent architecture, software, models as configured for the Service, documentation, and any improvements to the foregoing. You retain all rights in the content you submit and in the contract intelligence outputs derived from your content. You grant us a limited, non-exclusive, non-transferable licence to process your submitted content and to generate and store derived data solely to provide and support the Service. We may use aggregated and de-identified operational statistics that do not identify you or any individual to operate, secure, and improve the Service.

6. Subscription and fees

Fees, payment terms, billing frequency, and subscription duration are set out in your order form or Master Services Agreement. Unless stated otherwise there, fees are exclusive of VAT and other applicable taxes, are payable in advance, and are non-refundable except where required by law. Subscriptions renew for successive terms as described in your order form. We may revise fees with effect from a renewal term on at least 30 days’ notice before that term begins.

7. Service levels

Availability commitments, service credits, and the related claim process are set out in our Service Level Agreement, which is incorporated into these Terms by reference.

8. Acceptable use

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. In particular, you agree to use the Service only for content you are authorised to process, to refrain from attempting to derive the underlying model weights, and not to generate content intended to defraud or deceive.

9. Data protection and security

For personal data processed through the Service, you act as controller and clmSpace acts as processor on your documented instructions under our Data Processing Addendum, which is incorporated into these Terms by reference. The current list of sub-processors is published at our sub-processor list. The technical and organisational measures that protect your content are described on our security page. Each party will protect the other’s confidential information with at least reasonable care and use it only to perform under these Terms.

10. Warranties

We warrant that we will provide the Service with reasonable skill and care and substantially in accordance with its documentation. Except for this warranty, and to the maximum extent permitted by applicable law, the Service is provided on an "as is" basis and we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. The Service produces draft contract intelligence for professional review as described in section 4, and you are responsible for the human verification and professional review of outputs before relying on them.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, or consequential damages, or for loss of profits, revenue, goodwill, or anticipated savings. Each party’s aggregate liability arising out of or in connection with these Terms is capped at the fees paid by you in the 12 months preceding the event giving rise to the claim. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

12. Indemnity

You will defend and indemnify clmSpace against third-party claims, and reasonable costs and damages finally awarded or agreed in settlement, arising from your content or your use of the Service in breach of these Terms or the Acceptable Use Policy, including any claim that your content infringes a third party’s rights or was submitted without the necessary authority. We will defend and indemnify you against third-party claims that the Service, used in accordance with these Terms, infringes that third party’s intellectual property rights. The party seeking indemnity will give prompt notice of the claim, allow the indemnifying party to control the defence, and provide reasonable cooperation. Indemnity obligations are subject to the limitation of liability in section 11.

13. Term and termination

These Terms apply for as long as you have an active subscription or otherwise access the Service. Either party may terminate for material breach that remains uncured 30 days after written notice describing the breach. We may suspend access where necessary to protect the Service, our other customers, or to address a material breach of the Acceptable Use Policy, and will restore access once the issue is resolved. On termination, your licence ends and, on request, we will delete your submitted content and the derived data we hold within 30 days, subject to any legal retention obligations; export is available on request before deletion. Operational logs are retained for approximately 90 days. Provisions that by their nature should survive termination (including sections 5, 9, 10, 11, 12, and 15) continue in effect.

14. Changes to these Terms

We may update these Terms and the documents incorporated by reference from time to time. For changes that materially affect your rights or obligations, we will give at least 30 days’ notice before they take effect, by email to your administrator contact or through the portal. Continued use of the Service after a change takes effect constitutes acceptance of the updated Terms. The current version and the date it was last updated are shown at the top of this page, and the version history is retained in our public legal repository.

15. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any mandatory consumer-protection forums in the customer’s jurisdiction.

16. Contact

For legal notices and questions about these Terms, write to legal@clmspace.com. For data protection matters, contact privacy@clmspace.com.