Terms of Business.

1. Definitions.

• ·"Clio" — the practice-management platform operated by Themis Solutions Inc. with which the Service integrates at your direction.
• ·"Consultant Seat" — a user account for a self-employed consultant who works only their own matters. Consultant Seats are charged per seat at the published Consultant Seat price, are not capped by your Tier, and do not count toward the Paid Seat cap.
• ·"Customer Data" — all data processed in your tenant, including data synchronised from your Clio account, captured from your website, phone systems, email and referrer portal, and entered by your users.
• ·"Paid Seat" — a user account in a working role (super user, fee earner, manager, intake). Reception, billing-only, reporting (read-only) and technical-contact roles are free and uncapped.
• ·"Regulator" — the approved regulator or regulatory body that regulates the Firm's practice from time to time, including (without limitation) the Solicitors Regulation Authority, the Council for Licensed Conveyancers, CILEx Regulation and the Bar Standards Board.
• ·"Tier" — the subscription plan you select, with its published monthly or annual fee and Paid Seat cap.

2. The Service and your licence.

2.1 We grant you a non-exclusive, non-transferable licence for your personnel (and, via the referrer portal, your invited introducers) to use the Service for your internal business during the subscription.

2.2 You may not resell or sublicense the Service, use it to provide a bureau service, reverse engineer it (except as law permits), or use it to send spam or unlawful material. You are responsible for your users' compliance and for keeping credentials secure.

2.3 We may suspend access for serious misuse or a security threat, and for non-payment only after notice and 14 days to remedy. We will always choose the least disruptive step available.

3. Accounts, seats and roles.

3.1 Your Tier caps Paid Seats. Reception, billing-only, reporting (read-only) and technical-contact roles are free and do not count toward the cap. One additional Paid Seat per firm may be added at the published extra-seat price. Consultant Seats are additional to your Tier’s cap and are charged per seat at the published Consultant Seat price.

3.2 You designate at least one super user, who controls roles and access. If a dispute within the Firm (for example between partners) creates conflicting instructions about the account, we will act on the instructions of the person(s) the Firm's own constitution or the Regulator recognises as authorised, and may freeze administrative changes until that is established.

4. Trials.

Trials are free for the published period, need no payment card, and never convert automatically into a paid subscription. Trial tenants use pooled demonstration environments; trial data is deleted when the trial slot is recycled. Trials carry no availability commitment.

5. Customer Data: ownership and our limited licence.

5.1 Customer Data is and remains yours. You grant us a licence to host, process, display and transmit it only (a) to provide and support the Service, (b) to comply with law, and (c) in de-identified, aggregated form solely to improve the Service. This licence ends when your data is deleted under clause 12. We will never sell Customer Data, publish it (even in aggregate), or use it to train generalised AI models.

5.2 Product analytics follows the published Privacy Policy: for paying firms it is content-blind — usage events only, no session recordings, no client names or matter content.

5.3 You are responsible for the lawfulness of the Customer Data you process (including any special-category data inside enquiry or matter content) and for your own regulatory obligations, including anti-money-laundering checks, which never transfer to us.

6. Confidentiality, privilege and your Regulator.

6.1 Each party will keep the other's confidential information confidential. We acknowledge that Customer Data may be subject to legal professional privilege and duties of confidence you owe your clients, and we treat it accordingly.

6.2 No lien: we waive any lien or similar right over Customer Data.

6.3 Your data back, always: on request we will provide your Customer Data in a complete, machine-readable and understandable form — including while a fee or other dispute is ongoing — and we will not deny you access to it except where clause 2.3 applies, and then only after 28 days' written notice during which a machine-readable export remains available.

6.4 We will cooperate with your Regulator, including providing it access to Customer Data where it requires. Your Regulator may, in its own right, enforce clauses 6.2–6.4 under the Contracts (Rights of Third Parties) Act 1999, and the parties intend those clauses to be enforceable by the Regulator. Otherwise no third party has rights under these terms, and the parties may vary, waive or rescind any term without the consent of the Regulator or any other third party.

6.5 We will refer any third-party demand for Customer Data to you unless legally prohibited, and will not voluntarily disclose it.

7. Security and data protection.

7.1 We maintain the technical and organisational measures in the Security Overview, including UK/EU hosting of production data (subject only to the transactional-email transfer disclosed in the Data Processing Agreement, clause 5), tenant isolation by dedicated database schema, and encryption in transit and at rest.

7.2 We will notify you without undue delay, targeting 72 hours, after becoming aware of a personal-data breach affecting your data. The Data Processing Agreement sets the operative processor deadline (see DPA clause 3(e)).

7.3 The Data Processing Agreement applies automatically to all processing of personal data in Customer Data, with us as your processor.

8. Integrations.

8.1 The Service connects to your Clio account and other third-party services (phone and reception providers, advertising platforms, your website) at your direction and under your agreements with those providers. We are not responsible for their acts, omissions or downtime, and their unavailability does not count against clause 11.

8.2 By default Kefilex observes your Clio account; it writes to Clio only where you enable or trigger a write-back feature.

9. Fees and payment.

9.1 Fees are the published Tier prices, plus VAT where applicable, billed monthly or annually in advance by card via Stripe. Annual billing includes the published discount and the Guided go-live fee credited in full.

9.2 The Guided go-live is a one-off fee covering the published onboarding deliverables. It is charged once per firm; Tier changes never re-trigger it. There is no use-it-or-lose-it window: if delivery is delayed by us, it remains owed to you; if you are not ready, we will schedule it when you are.

9.3 Upgrades take effect immediately with pro-rated billing. Downgrades require your Paid Seats to fit the target Tier first.

9.4 Price changes: we may change published prices with at least 60 days' notice, effective only from your next renewal. If you do not accept a change, you may cancel effective at the end of your current period, and clause 12's export rights apply.

9.5 Overdue amounts may bear interest at 4% above the Bank of England base rate. We will remind you before suspending anything (clause 2.3).

10. Term, renewal and cancellation.

10.1 Subscriptions renew automatically for the same period. We email you before every renewal.

10.2 You may cancel at any time from Settings → Billing, which opens our payment provider's secure self-serve portal — no phone call, no email, no retention process — effective at the end of the period you have paid for. No early-termination charge and no acceleration of remaining balances. Fees already paid are not refunded except where these terms say otherwise.

10.3 Either party may terminate immediately for material breach not remedied within 30 days of written notice, or on the other's insolvency.

11. Availability, support and warranties.

11.1 We target 99.5% monthly availability of the Service (excluding planned maintenance, announced in advance, and clause 8 integrations). Live status is published at status.kefilex.com.

11.2 If availability in a calendar month falls below 99.5%, you may claim a credit of 10% of that month's fee (annual plans: 10% of one-twelfth), claimed within 30 days of the month's end. Credits are your sole remedy for availability shortfalls, but nothing in this clause limits clause 13's protections.

11.3 Support is by email with the response targets published on the Support page.

11.4 Warranties and disclaimer. Except as expressly stated in these terms, and to the fullest extent permitted by law, we exclude all implied terms, warranties, conditions and representations (including as to satisfactory quality, fitness for a particular purpose and results). We warrant only that the Service will be provided with reasonable care and skill and will materially conform to the Security Overview. The Service does not provide legal advice, and its automated classifications, routing and other automated outputs are provided as an aid only and must be checked by you before you rely on them.

12. Consequences of termination.

12.1 After termination or expiry you have a 90-day window in which we will, on request, provide a full export of your Customer Data in machine-readable form, free of charge. We then delete Customer Data from production systems, with backups expiring on rotation, except where law requires retention.

12.2 Clauses 5 (ownership), 6 (confidentiality/privilege), 11.4, 12, 13, 15.4 and 16 survive termination.

13. Liability.

13.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.

13.2 Subject to 13.1, each party's total aggregate liability arising in any 12-month period is capped at the fees paid or payable by you in the 12 months before the first event giving rise to liability (or, in the first year, the fees payable for that year).

13.3 Subject to 13.1, 13.2 and 13.5, neither party is liable for, and each excludes, indirect or consequential loss, loss of profits, loss of revenue, loss of anticipated savings, business interruption, wasted expenditure, or loss of goodwill, in each case whether direct or indirect. Loss of or damage to Customer Data is not excluded as a category; it is subject to the cap in 13.2 (or, where clause 13.5 applies, that cap).

13.4 The Service supports your practice; it does not provide legal advice, does not carry out reserved legal activities, and using it creates no solicitor–client relationship with us. Compliance with your professional obligations (including the accuracy of accounting or regulatory outputs) remains your responsibility.

13.5 Data-protection cap. For breaches of clause 7 (security and data protection) or of the Data Processing Agreement, and in place of the cap in 13.2, each party's aggregate liability in any 12-month period is capped at the greater of (a) two times the fees paid or payable by you in that period and (b) £50,000. This clause does not limit the matters in 13.1.

14. Indemnities.

14.1 We will defend and indemnify you against third-party claims that the Service, used as permitted, infringes UK intellectual-property rights — provided you notify us promptly and let us control the defence. If the Service is found infringing we will procure the right, modify it, or refund fees paid for the affected period and unexpired term. This indemnity does not cover, and we have no liability for, claims arising from Customer Data, your configuration of the Service, your combination of the Service with anything we did not supply, your third-party integrations, or the automated outputs of the Service. This clause states our entire liability for intellectual-property infringement.

14.2 You will defend and indemnify us against third-party claims arising from Customer Data or your users' unlawful use of the Service.

15. General.

15.1 Changes to these terms: we may update these terms with at least 60 days' notice for material changes, effective from your next renewal; you may cancel at renewal instead of accepting. Every version is archived and available on request. Changes required by law may take effect sooner.

15.2 Neither party is liable for failure caused by events outside reasonable control (force majeure), provided reasonable steps are taken to mitigate. If a force-majeure event continues for more than 60 days, either party may terminate the affected subscription on written notice, and clause 12's export rights apply.

15.3 You may not assign these terms without our consent (not to be unreasonably withheld); we may assign to a successor of our business. We may use subcontractors, remaining responsible for them.

15.4 These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. If any clause is found unenforceable the remainder stands. These terms and the documents they incorporate are the entire agreement, and neither party has relied on any statement or representation not set out in them (but nothing limits liability for fraud). No variation of these terms is effective unless made under clause 15.1 or otherwise recorded in writing; the in-app confirmation records, and does not vary, the agreement formed at checkout.

16. Notices.

16.1 A notice under or in connection with these terms must be in writing and given: (a) by email to hello@kefilex.com (for notices to us) or to the email address on the Firm's account (for notices to you); or (b) by hand, or by pre-paid first-class or recorded-delivery post, to the recipient's registered office (or an address notified under 16.4).

16.2 Routine operational notices (renewal, price change, sub-processor and variation notices) may also be given in-app or by email to the Firm's super user.

16.3 A notice is deemed received: if delivered by hand, on delivery (or, if outside 9am–5pm on a Business Day, when business next resumes); if sent by post, at 9am on the second Business Day after posting; if sent by email, at the time of transmission (or, if outside the recipient's business hours, when business next resumes), provided no bounce-back or delivery-failure message is received.

16.4 A party may change its address or email for notices on not less than five Business Days' written notice.

16.5 This clause does not apply to the service of documents in legal proceedings or other dispute-resolution process, which may not be served by email. "Business Day" means a day other than a Saturday, Sunday or public holiday in England.

Kefilab · 301 Bath Road, Hounslow, London TW3 3DB, United Kingdom · ICO registration ZC207164 · hello@kefilex.com