Definitions and Interpretations

1.1. Capitalised terms not defined below shall have the meanings, and the rules of interpretation shall apply, as set forth in Appendix A – Interpretation.

1.2. In this Agreement (as defined below), a reference to a statute or statutory provision includes a reference to:
1.2.1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
1.2.2. any subordinate legislation made under that statute or statutory provision.

1.3. The clause headings do not affect the interpretation of this Agreement (as defined below).

1.4. In this Agreement (as defined below), general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Acknowledgement 

2.1. PARTIES.
This Agreement is between CourtCorrect Ltd, a company registered in England with the company number 12117945, and having its principal place of business at 33 Percy Street, London, W1T 2DF, United Kingdom (“We”, “Our”, or “CourtCorrect”), and [INSERT], a company registered in [INSERT] with the company number [INSERT], and having its principal place of business at [INSERT] (“You”, “Your”, or “Customer”), each being a “Party” and collectively the “Parties”. This Agreement comprises (a) these Terms and Conditions,(b) any CourtCorrect Order Form, if applicable and (c) any other terms incorporated by reference (collectively, this "Agreement"). This Agreement governs Your use of the CourtCorrect Services.

2.2. CAPACITY.
By signing a CourtCorrect Order Form, creating an Account, using CourtCorrect Services, using the CourtCorrect platform, or otherwise indicating Your acceptance of this Agreement, You represent and warrant that You have the legal capacity to enter into this Agreement and agree to be bound by its terms. If You are acting on behalf of a company or other legal entity, You further represent and warrant that You have full power and authority to enter into this Agreement on its behalf and to bind it to these terms, and that all necessary corporate or organisational actions have been duly taken to authorise the execution, delivery, and performance of this Agreement. In such cases, the term “Customer” refers to that entity, and this Agreement constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms. If You do not have such authority or do not agree to all the terms of this Agreement, You must not sign a CourtCorrect Order Form, create an Account, or use the CourtCorrect platform or Services.

2.3. ACCESS TO SERVICES.
The Customer may gain access to the CourtCorrect Services by (a)executing a CourtCorrect Order Form or (b) creating an online account (an "Account"), which includes and requires opt-in consent, indicating Customer's acceptance of this Agreement. If the Customer chooses to purchase access to the CourtCorrect Services through the Customer’s Account, the Customer will, among other things, select the following from the options presented: (i) the applicable CourtCorrect Services; (ii) the Service Term; and (iii) a payment plan and method.

2.4. INCLUSION OF TRIAL USE.
This Agreement encompasses all aspects of the Customer's use of CourtCorrect's Service, including pilot programmes, trials, and any form of temporary usage ("Trial Use"), if included in the Order Form. By engaging in Trial Use, the Customer agrees to be bound by these Terms and Conditions, along with any specific terms applicable to such Trial Use.

2.5. NO RELIANCE.
All previous agreements, understandings, and arrangements between the parties, whether oral or in writing, regarding the subject matter herein are hereby revoked and superseded in their entirety by this Agreement unless specified in the Order Form.

2.6. INCORPORATION OF OTHER AGREEMENTS.
The Customer’s access to and use of the Service is also contingent upon the Customer’s acceptance of and compliance with CourtCorrect's Data Processing Agreement (“DPA”), available at:
https://www.courtcorrect.com/data-processing-agreement. Our DPA details our practices and procedures concerning the collection, use, and disclosure of the Customer’s data and personal information when the Customer uses the Application or the Website.

Term

3.1. EFFECTIVE DATE.
This Agreement shall take effect on the 'Effective Date,' as specified in the applicable Order Form. If no Order Form is present establishing the Effective Date upon condition of acceptance, the Act of Account creation by the User shall constitute an express and binding acceptance of the terms and conditions herein. This Agreement shall be deemed effective and in force upon the creation of a User Account by an individual ("User"). It is hereby understood and agreed that this Agreement does not require a formal written document to be valid and enforceable; rather, the User's action of establishing an Account shall be sufficient to signify acceptance to the terms contained within.

3.2. SUBSCRIPTION TERM.
The Subscription Term shall commence on the Onboarding Date and continue as specified in the Order Form. For the avoidance of doubt, upon expiry the Subscription Term shall be renewed to reflect any renewals or other relevant terms as per the Order Form.

3.3. RENEWAL.
3.3.1. If there is an Order Form. This Agreement shall renew as specified in the Order Form. Where the Order Form specifies an auto-renewal period (whether monthly rolling or annual), such renewal shall occur automatically unless the Customer provides notice of non-renewal within the notice period specified in the Order Form. In the absence of any notice period being specified in the Order Form, the Customer must provide at least sixty (60) days' written notice prior to the end of the then-current term to prevent auto-renewal.
3.3.2. In the absence of an Order Form, for monthly rolling arrangements, the Agreement shall continue on a month-to-month basis and may be terminated in accordance with Clause 12. For annual terms, the Agreement shall automatically renew for successive twelve (12)-month periods unless the Customer gives at least sixty (60) days’ written notice prior to the end of the then-current term..
3.3.3. CourtCorrect may increase the Fees for any Renewal Term by up to seven percent (7%) per annum without prior notice to the Customer. Any increase above this threshold shall require that the Customer be notified in writing at least thirty (30) days prior to the applicable Renewal Term. The adjusted Fees shall apply automatically from the start of the Renewal Term unless the Customer provides valid notice of non-renewal in accordance with this Agreement.
3.3.4. For the avoidance of doubt, failure to provide timely notice of non-renewal shall constitute binding acceptance of renewal, and the Customer shall remain fully liable for all Charges applicable to the renewed term.

3.4. ONBOARDING DATE AND LEAD TIME.
Onboarding shall take place within the Lead Time following the Effective Date. The standard Lead Time for onboarding is two (2) calendar months, unless otherwise agreed in the Order Form.

3.5. FREE SERVICES.
CourtCorrect may make some Services available to the Customer on a trial basis free of charge. CourtCorrect will mark clearly on our Platform which, if any, Services are free, for how long they are free and how the Customer can use them. CourtCorrect reserves the right to cancel the Customer free access to any of the Services at any time.

3.6. FREE TRIAL PERIOD.
The Free Trial Period under this Agreement shall commence on the date of first Account creation by the Customer’s organisation and shall continue for a period of 7 days unless mutually agreed or terminated earlier in accordance with the terms of this Agreement.

Our Contract With The Customer

4.1. IMPLIED TERMS.
This Agreement applies to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

4.2. ORDER OF PRECEDENCE.
These Terms and Conditions shall prevail over any other terms or conditions contained in, or referred to in, any purchase order, correspondence, or other documentation submitted by the Customer, or implied by trade custom, practice, or course of dealing.

4.3. INCORPORATION OF OTHER AGREEMENTS.
The Order Form and the Data Processing Agreement ("DPA") are hereby incorporated into and form integral components of this Agreement. By entering into this Agreement, the Customer acknowledges and agrees that the terms outlined in the Order Form and the DPA are binding and enforceable, and govern the relationship between the parties with respect to the provision and use of the Services. In the event of any conflict between the terms of this Agreement and the terms of the Order Form or the DPA, the terms of the DPA shall prevail concerning data processing matters, and the Order Form shall prevail concerning the specifics of the Services purchased.

4.4. LICENCE.
Subject to payment of the applicable Fees, the restrictions set out in this clause and/or the terms of the Order Form and the Data Processing Agreement, CourtCorrect hereby grants to the Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable right during the Subscription Term to access the Services and use the applicable CourtCorrect Technology.

4.5. ORDER PLACEMENT.
CourtCorrect will detail to the Customer the applicable Services purchased by the Customer as set out in the relevant Order Form. The Order Form will specify the number of Users being purchased, along with the corresponding prices for each. It will also outline any additional costs, including but not limited to support fees, third-party integrations, or any other applicable Charges. The Order Form is deemed an integral part of this Agreement and shall be subject to all terms and conditions set forth herein. Once executed, the Order Form is binding and may only be amended or modified in writing by mutual acceptance between both parties

Charges

5.1. ORDER FORM FEES. In consideration of CourtCorrect providing the Services, the Customer must pay our Charges in accordance with this clause and the Order Form. Payments will be due within 14 days of the Effective Date or as specified in the Order Form.

5.2. BASELINE USAGE. Where a baseline usage is specified in the Order Form, the Customer shall be obligated to pay the Charges corresponding to such baseline usage regardless of actual usage levels falling below such baseline. For the avoidance of doubt, where actual usage exceeds the baseline usage specified in the Order Form, the True-Up Process in clause 5.4 shall apply to such excess usage.

5.3. SUBSCRIPTION INCREASES. CourtCorrect may revise its Charges from time to time; however, no increase will apply during an active contract term. Any changes to pricing will take effect only upon renewal of the contract or for any future contracts.

5.4. TRUE-UP FREQUENCY. Where usage is specified in an Order Form, Customer usage will be subject to a monthly True-Up Process, with adjustments invoiced at the end of each month in accordance with the applicable Order Form.

5.5. TAX. Where VAT or another type of sales tax is payable in respect of some or all of the Services, the Customer must pay CourtCorrect such additional amounts in respect of VAT or similar sales tax, at the applicable rate, at the same time as the Customer pays the Charges. The VAT or similar sales tax applicable will depend on the Customer's location. CourtCorrect will mark any VAT or other tax Charges clearly when the Customer makes a purchase and on any receipts.

5.6. WITHHOLDING TAX. If the Customer is required by Applicable Law to withhold and pay any withholding taxes imposed at source on any amount payable to CourtCorrect, the Customer shall provide valid evidence of any withholding tax paid to the tax authority and, at CourtCorrect's request and cost, provide reasonable assistance in connection with any engagement between CourtCorrect and the tax authority.

5.7. INVOICE DISPUTES. If the Customer disputes any part of an invoice in good faith, it must notify the Supplier in writing of the specific details of the dispute no later than seven 7 days from the date of the invoice of the nature of the dispute before the Due Date. Failure to provide such notice within this timeframe shall constitute acceptance of the invoice in full. Unless otherwise agreed in writing by the Supplier, the Customer shall pay the full amount of the invoice by the Due Date, including the disputed amount. If it is determined that any amount was incorrectly invoiced, the Supplier shall issue a credit note or refund for the relevant amount. The Customer shall not be entitled to withhold payment, offset, or make any deduction from any invoice except as expressly permitted under this Agreement.

5.8. INTEREST ON LATE PAYMENTS. If the Customer fails to make any payment due to CourtCorrect under this Agreement by the Due date for payment, then, without limiting CourtCorrect’s other rights or remedies:
(a) CourtCorrect may charge interest on the overdue amount from the Due date until the date of actual payment, whether before or after judgment, at a rate of 4% per annum above the Bank of England base rate, or, if higher, 1.5% per month on the outstanding balance; and
(b) the Customer shall pay the interest together with the overdue amount; and
(c) if CourtCorrect is required to take steps to recover overdue amounts, the Customer shall also be liable for all reasonable costs of collection, including legal fees and administrative expenses. Interest shall accrue on a daily basis and be compounded monthly.

5.9. NO REFUNDS. Except as expressly required by Applicable Law or expressly provided otherwise in this Agreement, all Charges and Fees paid to CourtCorrect are non refundable, including without limitation any amounts paid in advance, setup fees, or subscription Fees.
This includes circumstances where:
(a) the Customer terminates this Agreement for convenience;
(b) the Customer ceases to use the Services for any reason;
(c) there is downtime, interruption, or partial unavailability of the Services; or
(d) the Customer is dissatisfied with the Services.
The Customer acknowledges and agrees that the Charges reflect a commitment to the full Subscription Term, and early termination shall not relieve the Customer of its obligation to pay all amounts due and payable under this Agreement.

Services

6.1. AMENDMENTS. CourtCorrect reserves the right to amend the description of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and CourtCorrect will notify the Customer of any such amendment.

6.2. SERVICE WARRANTY. CourtCorrect does not warrant that the Customer’s use of the Services will be uninterrupted or error-free. CourtCorrect does what CourtCorrect reasonably can to keep such errors and interruptions to a minimum.

6.3. CUSTOMER SUPPORT. CourtCorrect will reasonably aim to comply with the support level details below:
6.3.1. CourtCorrect will give the Customer access to our customer support team via email, telephone, post and live-chat during Business Hours (Monday to Friday, 9 AM UK – 6 PM UK, excluding public holidays).
6.3.2. The support team can be reached via the following channels:
6.3.2.1. Live Chat: accessible through the CourtCorrect Platform; and
6.3.2.2. email: support@courtcorrect.com; and
6.3.2.3. telephone: +44 (0) 330 1332 411.

6.4. CRITICAL INCIDENTS. Critical incidents may arise. Critical incidents are defined as problems preventing regular use of the Services. For Emergency support, clients should contact the dedicated Emergency email: urgent@courtcorrect.com. If a critical incident arises, CourtCorrect:
6.4.1. agrees to keep the Customer informed of any critical incidents and respond to the Customer’s queries; and
6.4.2. will reasonably try to resolve any critical incidents within 48 hours of them arising.

6.5. NON-CRITICAL INCIDENTS. Sometimes, non-critical incidents may arise. Non critical incidents are defined as problems that inhibit but do not prevent the use of the Services. If a non-critical incident arises, CourtCorrect:
6.5.1. agrees to keep the Customer informed of any non-critical incidents and respond to the Customer’s queries; and
6.5.2. will reasonably try to resolve any non-critical incidents within 5 business days of them arising.

Customer Obligations

7.1. CUSTOMER OBLIGATIONS. The Customer shall ensure that:
7.1.1. all information provided or uploaded to the Services is complete, accurate, and up-to-date;
7.1.2. there is full cooperation with CourtCorrect in all matters relating to the Services; and
7.1.3. all necessary licences, permissions, and consents required for the Services are obtained and maintained, prior to the commencement of the Services.

7.2. CUSTOMER DEFAULT. In the event of a failure by the Customer to fulfil the above obligations (hereinafter referred to as "Customer Default"). CourtCorrect shall be entitled to suspend the performance of the Services until the Customer remedies the Default. CourtCorrect may also invoke the Customer Default as grounds for relief from performing the Services, to the extent that the Customer Default prevents or delays the Service provision. CourtCorrect shall bear no responsibility for any costs or losses incurred by the Customer, directly or indirectly, due to CourtCorrect's failure or delay in performing the Services caused by the Customer Default. The Customer shall be obligated to reimburse CourtCorrect, upon written demand, for any costs or losses incurred by CourtCorrect, directly or indirectly, as a result of the Customer Default. In certain circumstances, the Customer Default may provide grounds for CourtCorrect to seek Termination of the contract. Termination of the contract shall not prevent CourtCorrect from seeking reimbursement from the Customer.

7.3. ILLEGAL USE. Any use of the CourtCorrect Platform in a manner that is illegal or unlawful will constitute a material breach of this Agreement. The Customer shall ensure that their use of the Services fully complies with all applicable laws, regulations, and legal requirements. This includes in connection to a crime. In the event of such a breach, CourtCorrect reserves the right to immediately suspend or terminate the Customer's access to the Services and may pursue legal action or cooperate with legal authorities as required by law.

Warranty

8.1. COURTCORRECT WARRANTY. CourtCorrect warrants and represents that CourtCorrect and our Affiliates shall:
8.1.1. cooperate fully with the Customer in all matters relating to the Services;
8.1.2. use reasonable skill and care in the performance of the Services;
8.1.3. provide the Services in accordance with Good Industry Practice;
8.1.4. ensure that the Services and CourtCorrect Technology are free from Defects in design, material and workmanship; and
8.1.5. correspond with an Order Form.

8.2. RECTIFYING NON-CONFORMITIES. If the Services do not conform with the warranties provided in clause 8.1., CourtCorrect will, at its expense, use commercially reasonable efforts to correct any such non-conformance within a reasonable period of time. CourtCorrect’s obligation is limited to re-performance or correction of the affected Services, and has no obligation to reconstruct, re-input or restore any lost or corrupted data beyond restoring from CourtCorrect’s then-current available backups (if any). This clause sets out the Customer’s sole and exclusive remedy and CourtCorrect’s entire liability for breach of clause 8.1.

8.3. COURTCORRECT WARRANTY EXEMPTION. The warranties provided in clause 8.1. shall not apply to the extent of any non-conformance which is caused by:
8.3.1. The Customer’s implementation or use of the Services contrary to CourtCorrect’s instructions or Documentation or otherwise in breach of the Agreement or any of CourtCorrect’s policies relating to the use of the Platform;
8.3.2. The modification or alteration of the Services by any party other than CourtCorrect or CourtCorrect’s duly authorised contractors or agents; or
8.3.3. Any Customer Uploaded Materials or inaccurate or out of date information provided by a User.

8.4. COURTCORRECT PLATFORM WARRANTY. Notwithstanding the foregoing, CourtCorrect:
8.4.1. does not warrant that the Customer’s use of the Services will be uninterrupted or error-free;
8.4.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from Customer’s access to and use of the Services and/or third-party applications or the transfer of data over communications networks and facilities, including the Internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities;
8.4.3. is not responsible for any Virus which was not detected by CourtCorrect using reasonable current commercial methods of detection or transmitted through any third-party; and
8.4.4. nor its suppliers or third-party service providers or software vendors, shall have any liability whatsoever for the accuracy, completeness, or timeliness or for any decision made or action taken by the Customer, any User, or any third party in reliance upon the Services or CourtCorrect Technology.

8.5. EXCLUSION OF OTHER TERMS. Except as expressly provided for in this clause, CourtCorrect (and its Affiliates and suppliers) to the extent permitted by applicable law, disclaims all other warranties, express, implied or statutory, including without limitation warranties, terms and conditions of merchantability, accuracy, correspondence with description, fitness for a particular purpose or use, and satisfactory quality, and non infringement.

8.6. NON-EXCLUSIVITY. The Agreement shall not prevent CourtCorrect from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing Documentation, products and/or Services which are similar to those provided under the Agreement.

Indemnity

9.1. COURTCORRECT INDEMNITY. The Customer shall fully indemnify, defend, and hold harmless CourtCorrect, its Affiliates, and each of their respective officers, directors, employees, agents, subcontractors, and licensors (the “CourtCorrect Indemnified Parties”) from and against any and all losses, liabilities, damages, costs, claims, demands, fines, penalties, and expenses (including reasonable legal and professional fees) arising out of or in connection with:
(a) the Customer’s or any User’s access to or use of the Services, the Platform, or CourtCorrect Technology;
(b) any breach by the Customer or its Users of this Agreement, including any misuse of data, breach of confidentiality, or violation of Applicable Law;
(c) any claim, investigation, audit, or enforcement action by a regulatory, governmental, or supervisory authority relating to the Customer’s use of the Services; and
(d) any loss of goodwill, damage to reputation, or other consequential harm suffered by CourtCorrect arising from the Customer’s acts or omissions.
This indemnity applies whether or not such loss arises from third-party claims and shall include CourtCorrect’s internal costs of investigation and response. The Customer’s obligations under this clause shall be uncapped.

9.2. INDEMNITY OUTCOME.
9.2.1. The indemnification obligation in clause 9.1. covers the costs associated with the investigation, defence, or settlement of any claim.
9.2.2. CourtCorrect shall have the right, at its sole discretion, to control the conduct and defence of any claim subject to indemnification, including appointing legal advisers of its own choosing. If CourtCorrect elects not to assume such control, the Customer shall conduct the defence in a manner reasonably acceptable to CourtCorrect. The Customer shall not agree to any settlement, admission of liability, or compromise in respect of any claim without CourtCorrect’s prior written consent, except where the settlement provides a full and unconditional release of the CourtCorrect Indemnified Parties and does not impose any obligation other than the payment of money fully indemnified by the Customer. CourtCorrect shall not unreasonably withhold or delay its consent to a settlement proposed by the Customer.
9.2.3. The Customer shall further indemnify the CourtCorrect Indemnified Parties for all reasonable costs, including legal and professional fees, incurred in responding to or complying with any court order, disclosure order, warrant, regulatory notice, or other compulsory requirement issued by a court, regulator, or governmental authority requiring the production, disclosure, or preservation of information or documents relating to the Customer, unless such disclosure is prohibited by law. Where legally permitted, CourtCorrect shall provide the Customer with prompt notice of any such compulsory request.

9.3. SURVIVAL. The indemnities in this clause 9 shall survive termination or expiry of this Agreement, howsoever arising.

Limitation of Liability

10.1. AS-IS SERVICES DISCLAIMER. Notwithstanding any other provision of this Agreement, the Customer acknowledges and agrees that any (a) beta, pre-release, or experimental features or functionalities; (b) artificial intelligence or machine-learning tools; and/or (c) trial, demo, or pilot use of the Services (collectively, the “As-Is Services”) are provided on an “as is” and “as available” basis.
CourtCorrect makes no representations or warranties, express or implied, regarding the accuracy, reliability, completeness, availability, or performance of the As-Is Services. To the maximum extent permitted by Applicable Law, CourtCorrect expressly disclaims all warranties, conditions, and representations of any kind, whether statutory, express, or implied, including but not limited to any warranties of merchantability, fitness for a particular purpose, satisfactory quality, or non-infringement.
Under no circumstances shall CourtCorrect be liable for any damages, losses, or expenses arising from or related to the Customer’s use of the As-Is Services, including without limitation any reliance placed by the Customer or its Users on outputs generated by AI or beta functionality.

10.2. EXCLUSION OF LIABILITY FOR DATA ACCURACY AND AI OUTPUT. Notwithstanding anything to the contrary in this Agreement, neither CourtCorrect nor Our Affiliates shall have any liability regardless of theory of liability for (and the Customer hereby waives any claims it may have against CourtCorrect and Our Affiliates for):
10.2.1. Any claims or losses arising from or in connection with inaccurate or incomplete data stored in or uploaded onto the Platform, with the Customer expressly acknowledging that Materials uploaded and used by the Customer are either:
10.2.1.1. Uploaded by third parties (including the Customer and its Affiliates) directly onto the Platform, and CourtCorrect does not check or verify (and has no means of verifying or checking) the accuracy and completeness of such Materials, and responsibility for ensuring the accuracy and completeness of such Materials rests with the third party that uploaded that data onto the Platform; or
10.2.1.2. Sourced by CourtCorrect from third parties and uploaded by CourtCorrect "As Is" onto the Platform, and CourtCorrect does not check or verify (and has no means of verifying or checking) the accuracy and completeness of such data, and responsibility for ensuring the accuracy and completeness of such data rests with the third party from which CourtCorrect sourced that data.
10.2.2. The Customer expressly acknowledges that CourtCorrect shall not be liable for any outcomes, decisions, or actions taken based on the outputs of the AI functionalities within the Platform. The software provided is a 'human-in-the-loop' tool, and it is the responsibility of the Customer and their Users to make final decisions, and any other decisions. CourtCorrect expressly disclaims any responsibility for the consequences of such decisions made by the Customer or Users based on the AI outputs.

10.3. EXCLUSION OF LIABILITY FOR INDIRECT AND CONSEQUENTIAL LOSSES. To the maximum extent permitted by Applicable Law, in no event shall CourtCorrect or its Affiliates be liable for:
10.3.1. Loss of profits;
10.3.2. Loss of business;
10.3.3. Depletion of goodwill or similar losses;
10.3.4. Loss of anticipated savings;
10.3.5. Loss of goods;
10.3.6. Loss of use;
10.3.7. Any special, indirect, incidental, consequential or pure economic loss, costs, damages (whether punitive or otherwise), Charges or expenses; or
10.3.8. Loss or corruption of data or information.

10.4. DISCLAIMER OF LIABILITY FOR THIRD PARTY INTERNET DISRUPTIONS. CourtCorrect does not and cannot control the flow of data to or from the network where the Services reside and other portions of the internet including denial of service attacks (an attack which sends a flood of incoming messages to the target system forcing the system to shut down, thereby denying service to legitimate Users). Such flow depends in large part on the performance of internet solutions provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt the Customer’s connections to the internet (or portions thereof). CourtCorrect cannot guarantee that such events will not occur. Accordingly, CourtCorrect, its suppliers and subcontractors, if any, disclaim any and all liability resulting from or related to such events and the Customer shall have no claim in respect thereof.

10.5. TOTAL LIABILITY. Subject to clause 10.1., CourtCorrect’s total aggregate liability to the Customer arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, shall not exceed an amount equal to 65% of the total aggregate Fees actually paid by the Customer in the 12 month-period preceding the first incident giving rise to the claim.
10.5.1. For Free Trial, beta, pre-release or experimental features, CourtCorrect’s total aggregate liability shall be £0.

10.6. APPLICATION. The exclusions in this clause shall apply to the fullest extent permissible at law but neither CourtCorrect nor the Customer exclude liability for (i) death or personal injury caused by its negligence or that of its officers, employees, contractors or agents; (ii) fraud or fraudulent misrepresentation; (iii) any non-excludable obligations under Data Protection Laws, or (iv) any other liability which cannot be excluded by law.
10.6.1. Multiple or repeated claims, events, or causes of action shall not enlarge or extend the applicable limitations or caps on liability; all claims shall be aggregated for the purposes of applying any liability limitation.
10.6.2. The liability cap in this clause does not apply to, and shall not limit, any amounts owed by the Customer to CourtCorrect, including Fees, Charges, or other sums payable under this Agreement.
10.6.3. In the event of any conflict between the limitations in this section and any other clause of this Agreement, the limitations contained in this section shall prevail, except where expressly prohibited by Applicable Law.
10.6.4. All exclusions, limitations, and disclaimers of liability set out in this Agreement shall survive termination or expiry of the Agreement, continue in full force and effect, and apply to any claim arising out of the Agreement or the Services, regardless of when such claim is brought.

10.7. FORCE MAJEURE. CourtCorrect shall have no liability to the Customer, and shall not be deemed in breach of this Agreement, for any delay, failure, unavailability, suspension, degradation, or interruption in the performance of the Services to the extent such issues are caused by events, circumstances, or causes beyond CourtCorrect’s reasonable control (“Force Majeure Event”). For the purposes of this Agreement, a Force Majeure Event shall have the meaning given to it in the Definitions section.
10.7.1. For the avoidance of doubt, nothing in this clause shall limit CourtCorrect’s liability where such limitation is not permitted by applicable law, nor shall it relieve CourtCorrect of its obligations under applicable Data Protection Laws, including implementing appropriate security measures and fulfilling any required breach-notification duties.
10.7.2. In the event of a Force Majeure Event, CourtCorrect shall promptly notify the Customer and use commercially reasonable efforts to mitigate the effect of such event and resume performance as soon as reasonably practicable.
10.7.3. All fees paid or payable under this Agreement by the Customer (including subscription fees, annual prepayments, minimum commitments, or other charges) are non-cancellable and non-refundable, including in the event of a Force Majeure Event, any suspension of the Services, or any period of reduced availability or performance.

10.8. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected portion of the Services by giving written notice to the other party, without further liability. Termination under this clause shall not affect either party’s continuing obligations under applicable Data Protection Laws

Confidentiality

11.1. COURTCORRECT CONFIDENTIALITY OBLIGATIONS. CourtCorrect must:
11.1.1. keep the Customer Confidential Information strictly confidential;
11.1.2. not disclose the Customer Confidential Information to any person without the Customer's prior written consent and no less onerous than those contained in this Agreement;
11.1.3. use the same degree of care to protect the confidentiality of the Customer Confidential Information as CourtCorrect uses to protect CourtCorrect's own confidential information of a similar nature, being at least a reasonable degree of care; and
11.1.4. Notwithstanding the preceding clause, CourtCorrect may disclose the Customer Confidential Information to CourtCorrect's officers and employees who have a need to access the Customer Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written or professional obligation to protect the confidentiality of the Customer Confidential Information.

11.2. LIMITATIONS ON CONFIDENTIALITY. This clause imposes no obligations upon CourtCorrect with respect to:
11.2.1. Customer Confidential Information that is known to CourtCorrect before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
11.2.2. Customer Confidential Information that is or becomes publicly known through no act or default of CourtCorrect;
11.2.3. Customer Confidential Information that is obtained by CourtCorrect from a third party in circumstances where CourtCorrect has no reason to believe that there has been a breach of an obligation of confidentiality or;
11.2.4. Information that is independently developed by CourtCorrect without reliance upon or use of any Customer Confidential Information.

11.3. COMPLIANCE WITH APPLICABLE LAW. The restrictions in this clause do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, or by any judicial or governmental order or request.

11.4. CONFIDENTIALITY OBLIGATIONS TERM. The provisions of this clause shall continue in force for a period of 5 years following the Termination of this Agreement, at the end of which period they will cease to have effect.

Termination

12.1. SUSPENSION FOR NON-PAYMENT. Without prejudice to any other rights or remedies available to CourtCorrect under this Agreement or at law, if any undisputed sum payable by the Customer under this Agreement is not received by CourtCorrect on or before its due date for payment, CourtCorrect shall be entitled, without further notice to the Customer, to suspend access to and performance of all or any part of the Services until full payment of all outstanding amounts (including any applicable interest) has been received. Suspension under this clause shall not relieve the Customer of its obligation to pay all applicable Charges or entitle the Customer to any refund or credit. CourtCorrect shall have no liability to the Customer or to any third party arising out of or in connection with any suspension made in accordance with this clause.

12.2. MUTUAL TERMINATION RIGHTS. In addition to any other remedies it may have, either CourtCorrect or the Customer may terminate this Agreement immediately on written notice to the other if:
12.2.1. There is a material breach of the obligations under this Agreement and the material breach is not remediated within 30 days from the date on which it has occurred;
12.2.2. There is a material breach of the obligations under this Agreement and such breach is irremediable;
12.2.3. An Insolvency Event occurs in relation to either CourtCorrect or the Customer.

12.3. COURTCORRECT TERMINATION RIGHTS. CourtCorrect may terminate this Agreement immediately on written notice to the Customer if:
12.3.1. the Customer fails to pay any amount due by it under this Agreement (that is not subject to a bona fide dispute) on the due date for payment and: (i) that amount remains unpaid for at least 30 days after the due date for payment; (ii) CourtCorrect has issued a written notice to the Customer requiring payment within a further 30 days and the Customer has not paid the outstanding amount within that cure period.
12.3.2. the Customer or any of its Users breaches any CourtCorrect policy, including but not limited to acceptable use, data protection, confidentiality, or security policies, whether such policy is expressly referenced in this Agreement or published by CourtCorrect from time to time;
12.3.3. the Customer or any of its Users engages in any conduct or activity which, in CourtCorrect’s reasonable opinion, may cause damage to the reputation, goodwill, or legitimate interests of CourtCorrect, its Affiliates, or its customers;
12.3.4. the Customer uses the Services in a manner that is illegal, fraudulent, or could reasonably expose CourtCorrect to civil or criminal liability; or
12.3.5. any representation, warranty, or information provided by the Customer is found to be materially false, misleading, or incomplete;
12.3.6. The Customer engages in conduct that creates a security threat, data-breach risk, or system integrity risk. This clause is without prejudice to CourtCorrect’s rights under Clause 12.3.

12.4. CUSTOMER TERMINATION RIGHTS. The Customer may terminate this Agreement immediately on written notice to CourtCorrect if:
12.4.1. CourtCorrect makes any material and detrimental change to the Services and, as a result of that change, material functionality of the Services that was available to Customer prior to that change ceases to be available; or
12.4.2. CourtCorrect fails to materially meet the service availability or support performance commitments set out in these Terms and Conditions for (i) 3 consecutive months, or (ii) 5 months in any calendar year within the Subscription Term, provided such failures are verified and not caused by the Customer or third-party systems under the Customer’s control.

12.5. EFFECTS OF TERMINATION. If this Agreement is terminated for any reason or expires:
12.5.1. CourtCorrect shall be entitled to invoice the Customer for all outstanding fees for Services provided but not yet invoiced, and the Customer shall pay those invoices within 30 days of receipt (without any setoff or reimbursement);
12.5.2. No refunds or credits shall be provided for any fees or Charges paid in advance unless otherwise specified in the Agreement or applicable Order Form;
12.5.3. Each of CourtCorrect and the Customer shall (subject to any provisions in this Agreement or an Order Form to the contrary) promptly and securely destroy all property and Material in their possession, power or control (including Materials uploaded to the Platform) belonging to the other Party;
12.5.4. Notwithstanding the provision in 15.5.3. each Party may retain a copy of any Material to the extent it (i) has a right to use such Material under this Agreement and/or any Order Form and such right expressly continues following expiry or Termination, or (ii) requires a copy of such Material for archival purposes or to satisfy its obligations under Applicable Law;
12.5.5. The Customer shall immediately cease using any CourtCorrect Technology provided or made available by CourtCorrect under this Agreement, including access to the Services; and
12.5.6. CourtCorrect shall be entitled to immediately revoke all access granted to the Customer to access and use the Services.

12.6. EFFECT OF TERMINATION ON ACCRUED RIGHTS. Termination in accordance with this Agreement shall not prejudice or affect any right or action or remedy which has accrued or shall thereafter accrue in relation to either Party.

12.7. EARLY TERMINATION. The Customer may terminate this Agreement for convenience at any time on ninety (90) days’ written notice. If the Customer terminates this Agreement for convenience and not due to CourtCorrect’s material breach, the Customer shall remain fully liable for all Fees and Charges that would have become due for the remainder of the then-current Subscription Term.
Such amounts shall become immediately due and payable as an Early Termination Fee upon the effective date of termination and shall constitute a genuine pre-estimate of CourtCorrect’s losses, reflecting lost revenue, administrative costs, and resource allocation. For the avoidance of doubt, the Customer shall not be entitled to any refund or credit for any prepaid Fees, and CourtCorrect shall have no obligation to provide any further Services following early termination unless otherwise agreed in writing.

Intellectual Property

13.1. COURTCORRECT LICENCE. By uploading Materials to the CourtCorrect Platform, the Customer confers upon CourtCorrect a fully paid-up, non-exclusive, royalty-free, non-transferable, and specifically bounded licence to copy, modify, and use the Materials solely within the Term of this Agreement. This licence is expressly limited to:
13.1.1. Enabling the provision of Services to the Customer under this Agreement; and
13.1.2. Facilitating the enhancement of these Services, including conducting and disseminating anonymised statistical analysis.

13.2. CUSTOMER INTELLECTUAL PROPERTY RIGHT OBLIGATIONS. The Customer affirms and guarantees that the Customer possesses all necessary legal rights, consents, and permissions to lawfully upload the Materials to the Services. The Customer must ensure that the Materials do not infringe upon any duty of confidentiality, third-party intellectual property rights, or data protection and privacy laws, unless all requisite permissions have been obtained or the Customer are otherwise legally authorised to post the Materials and to grant the limited licence to CourtCorrect as described above. It is the Customer's responsibility to secure any necessary permissions, consents, or rights for the lawful use of any Materials that are subject to third-party intellectual property rights or confidentiality obligations, before uploading such Materials to the CourtCorrect Platform.

13.3. CUSTOMER INTELLECTUAL PROPERTY RIGHT OBLIGATIONS. The Customer affirms and guarantees that the Customer possesses all necessary legal rights, consents, and permissions to lawfully upload the Materials to the Services. The Customer must ensure that the Materials do not infringe upon any duty of confidentiality, third-party intellectual property rights, or data protection and privacy laws, unless all requisite permissions have been obtained or the Customer are otherwise legally authorised to post the Materials and to grant the limited licence to CourtCorrect as described above. It is the Customer's responsibility to secure any necessary permissions, consents, or rights for the lawful use of any Materials that are subject to third-party intellectual property rights or confidentiality obligations, before uploading such Materials to the CourtCorrect Platform.

13.4. CUSTOMER INTELLECTUAL PROPERTY RIGHT RETENTION. All intellectual property rights in any data or information inputted into the Platform by the Customer shall remain vested in the Customer, and nothing in this Agreement shall be construed as transferring or assigning such rights to CourtCorrect.

13.5. COURTCORRECT INTELLECTUAL PROPERTY.
13.5.1. The Service and its original content (excluding Content provided by the Customer or other Users), features and functionality are and will remain the exclusive property of CourtCorrect, and are protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Our trademarks and trade dress may not be used in connection with any good or service without the prior written consent of CourtCorrect.
13.5.2. All intellectual property rights in the CourtCorrect Platform and Technology, including but not limited to copyrights, patents, trademarks, trade secrets, software (in both source and object code), documentation, algorithms, models, interfaces, architecture, designs, updates, enhancements, derivatives, and modifications, whether created before or during the Subscription Term, are and shall remain the sole property of CourtCorrect. Nothing in this Agreement transfers or assigns any such rights to the Customer.
13.5.3. CourtCorrect shall retain sole and exclusive ownership of all rights, title, and interest in and to any and all learnings, insights, know-how, configurations, workflows, metadata, analytical results, logs, and usage data generated, derived, or otherwise obtained through the Customer’s or its Users’ access to or use of the Services or the CourtCorrect Platform (collectively, “Usage Data”).
13.5.4. The provision of Services, uploading of Materials to the CourtCorrect Platform or sharing of any Materials under this Agreement shall not imply or result in the transfer, assignment, or any form of grant of ownership rights to the User, or concession of any such intellectual property rights to the Customer, other than the limited licence granted expressly within this Agreement.
13.5.5. In the event that any component or part of the CourtCorrect platform is alleged or determined to infringe upon the Intellectual Property Rights of a third party, the Supplier reserves the unilateral right, at its discretion without being deemed to be in breach of this Agreement, to modify, replace, or remove the specific component or part of the Platform implicated in such infringement to address the Intellectual Property Rights issue. This may be done without prior notice to the Customer and will not void or terminate the Agreement. Such Supplier’s actions shall not be considered a waiver of any of its rights or remedies under law or equity regarding the protection of its intellectual property.

13.6. CUSTOMER INTELLECTUAL PROPERTY OBLIGATIONS. The Customer agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to discover or directly access the source code or any underlying proprietary algorithms of the CourtCorrect software. This prohibition includes, but is not limited to, any form of software analysis or reproduction designed to create a copy or replica of the CourtCorrect software's functionalities, features, or performance. The Customer shall not disclose, share, or otherwise disseminate any of CourtCorrect 's intellectual property, including but not limited to software, source code, Documentation, and trade secrets, to any third party without the express written consent of CourtCorrect. Any unauthorised sharing of intellectual property shall constitute a material breach of this Agreement, subject to legal action under UK intellectual property laws.The Customer acknowledges and agrees that CourtCorrect may collect, store, analyse, and use such Usage Data for the purposes of operating, maintaining, securing, and improving the Services and CourtCorrect Technology, developing new features, conducting statistical and performance analyses, and training or fine-tuning machine-learning models, provided that such Usage Data shall be used in aggregated and/or anonymised form where it relates to the Customer or its Users.

13.7. REPLICATION OF COURTCORRECT INTELLECTUAL PROPERTY. "Replication", as used in this Agreement, is defined in Appendix A. The Customer shall not engage in Replication, as defined, of the CourtCorrect Platform, under any circumstances. For the purposes of this Agreement, Replication shall include, but not be limited to, activities described:
13.7.1. reverse engineering or attempting to decompile or disassemble the software;
13.7.2. copying or mimicking the software's User Interface, functionality, or User experience;
13.7.3. using the software to create a derivative work that performs substantially similar functions;
13.7.4. extracting and using the underlying ideas, algorithms, or source code to create a competing good or service; and
13.7.5. unauthorised distribution or sharing of the software's code or functionalities with third parties.

13.8. EFFECT OF REPLICATION. Engaging in Replication, as determined by CourtCorrect, shall be considered an infringement of intellectual property rights, resulting in immediate Termination of this Agreement. Such Replication shall constitute a material breach of this Agreement, deemed repudiatory in nature, irrevocably resulting in the immediate Termination of this Agreement without necessity for judicial pronouncement. In the event that CourtCorrect has reasonable grounds to suspect that there has been unauthorised Replication of its Service, CourtCorrect reserves the express right to conduct an audit of the Customer's software code, including post use. This audit may be carried out by CourtCorrect or an independent third party appointed by CourtCorrect. The purpose of such an audit will be to verify compliance with the terms of this Agreement, specifically in relation to the prohibition of unauthorised Replication of the Service. The Customer hereby agrees to grant CourtCorrect, or its appointed independent third-party auditor, access to all relevant information and software code necessary for the completion of the audit. This includes, but is not limited to, source code, Documentation, and related Materials. The Customer agrees to provide reasonable assistance and cooperation during the course of the audit.

13.9. In accordance with the provisions of this Agreement, it is acknowledged, understood, and accepted that the determination, identification, and definition of acts, undertakings, or endeavours that may reasonably be construed as Replication of the functionalities inherent in the CourtCorrect Platform, shall be subject to CourtCorrect's reasonable discretion. Any determinations made by CourtCorrect in this regard shall be deemed conclusive and binding, provided such determinations are made in good faith and on a reasonable basis.

13.10. In the event of unauthorised use or infringement of CourtCorrect's intellectual property rights by the Customer, leading to the Termination of this Agreement, CourtCorrect reserves the right to pursue all available legal remedies. This includes, but is not limited to, seeking injunctive relief, damages, and recovery of legal costs incurred due to such infringement. CourtCorrect's decision to pursue these legal remedies shall be at its sole discretion and in accordance with applicable UK intellectual property laws. Any breach of this clause constitutes a material breach of the Agreement and may result in immediate Termination of the Agreement and legal action for infringement of intellectual property rights.

13.11. LIQUIDATED DAMAGES FOR REPLICATION OR REVERSE ENGINEERING. In the event that the Customer, its Affiliates, or any of their employees, agents, or contractors engage in, facilitate, or permit any act of Replication, reverse engineering, decompilation, disassembly, or creation of a competing product or service based on the CourtCorrect Platform or CourtCorrect Technology, the Customer shall be liable to pay liquidated damages to CourtCorrect in an amount equal to the greater of one hundred thousand pounds sterling (£100,000) or the actual damages suffered by CourtCorrect, including but not limited to lost profits, investigative costs, and legal fees.

13.12. INTELLECTUAL PROPERTY RIGHTS FOR THE DURATION OF TRIAL USE. Furthermore, this clause shall endure and remain applicable to any entity that has engaged with the Platform through trials, including pilot programmes or trial periods. This enduring applicability ensures that the rights and obligations outlined within pertain not only during the active period of Trial Use but also extend to any firm that has had a User participating in such Trial Use, reinforcing the continuous and lasting nature of these provisions beyond the initial engagement phase.

13.13. OWNERSHIP OF DERIVATIVES WORK. The Customer acknowledges and agrees that any and all Derivative Works, enhancements, adaptations, configurations, improvements, or modifications of the Services, the Platform, or the CourtCorrect Technology — whether
created by or on behalf of CourtCorrect, the Customer, or jointly — shall be and remain the exclusive property of CourtCorrect.

Service Level Agreement

14.1. SERVICE MONITORING. CourtCorrect will monitor service performance and provide monthly Service Uptime reports detailing service availability and any downtime, excluding Scheduled Maintenance. These reports are available upon request by the Customer.

14.2. SERVICE LEVEL ISSUES. In the event of a Service Level Issue, CourtCorrect will adhere to the response commitments and escalation procedures outlined in the Service Level Agreement issued as part of your Order Form.

Anti-corruption

15.1. COURTCORRECT COMPLIANCE. CourtCorrect shall comply with all applicable laws, statutes, regulations, and codes related to anti-bribery and anti-corruption, including the Bribery Act 2010. CourtCorrect must not engage in any conduct that would constitute an offence under sections 1, 2, or 6 of the Bribery Act 2010 if carried out in the UK. Throughout the Term, CourtCorrect is required to maintain and enforce policies and procedures to ensure compliance with the Bribery Act 2010. Any request or demand for undue financial or other advantages in connection with this Agreement must be promptly reported to the Customer. Additionally, CourtCorrect must inform the Customer if any corporate self-report is made or if CourtCorrect becomes subject to any anti-bribery or corruption investigation by any authority.

15.2. ASSOCIATED PERSON COMPLIANCE. CourtCorrect must ensure that any person associated with CourtCorrect performing Services or providing goods under this Agreement does so under a written contract that includes equivalent anti-bribery terms. CourtCorrect is responsible for ensuring compliance by these associated persons. Definitions of adequate procedures and associated persons will be in accordance with sections 7(2), 6(5), 6(6), and 8 of the Bribery Act 2010 and any related guidance. An associated person includes but is not limited to any subcontractor of CourtCorrect.

15.3. REQUIREMENTS OF CONTRACT. CourtCorrect must ensure that any person associated with CourtCorrect who is performing Services or providing goods under this Agreement does so under a written contract that includes equivalent terms to those imposed on CourtCorrect. CourtCorrect is responsible for ensuring compliance by these associated persons and will be directly liable to the Customer for any breaches. Breach of these obligations shall be considered a material breach under Clause 12 (Termination). The definition of reasonable prevention procedures and associated persons will be in accordance with the guidance issued under section 47 of the Criminal Finances Act 2017, including any subcontractor of CourtCorrect.

Anti-facilitation of Tax Evasion

16.1. COURTCORRECT ANTI-FACILITATION OF TAX EVASION. CourtCorrect shall not engage in any activity that would constitute a UK tax evasion facilitation offence under section 45(1), or a foreign tax evasion facilitation offence under section 46(1), of the Criminal Finances Act 2017. CourtCorrect shall maintain and enforce policies and prevention procedures reasonably designed to prevent the facilitation of tax evasion by its employees, agents, or associated persons. Any request, demand, or suspicious activity relating to the facilitation of tax evasion shall be promptly reported internally within CourtCorrect in accordance with its compliance procedures.

Anti-slavery

17.1. COURTCORRECT COMPLIANCE WITH ANTI-SLAVERY OBLIGATIONS. CourtCorrect shall ensure that all persons involved in performing Services or providing goods related to this Agreement (collectively, its “Supply Chain”) comply with the Modern Slavery Act 2015 and all related laws, regulations, codes, and guidance. CourtCorrect must ensure that its Personnel receive appropriate training on these requirements and must not engage in any activity that would constitute an offence under the Act if carried out in the UK. CourtCorrect must also comply with any Customer policy relating to Slavery and Human Trafficking and take all reasonable steps to ensure that Slavery and Human Trafficking are not occurring within its business or Supply Chain. For the purposes of this clause, "Slavery and Human Trafficking" shall have the meaning given in Section 54(12) of the Modern Slavery Act 2015

General

18.1. ACCEPTANCE. Pursuant to the establishment of an Account with CourtCorrect and subsequent utilisation of its Product offerings, the Customer is hereby deemed to have executed an implicit acceptance, thereby affirmatively assenting to be bound by the terms and conditions as stipulated by CourtCorrect without further Documentation.

18.2. SCOPE OF AGREEMENT. Our Agreement encompasses the provision of full functional use of the CourtCorrect Platform, accessible via courtcorrect.com, ensuring comprehensive access to all features and functionalities as hosted on the site.

18.3. UPDATES. CourtCorrect promises to update the CourtCorrect Platform at regular intervals to provide crucial upgrades and updates. CourtCorrect may offer optional future upgrades for an additional fee, subject to the Customer's written consent. The availability of such upgrades laid out in the previous clause shall be optional and not mandatory. Opting not to subscribe to these upgrades will not impede the Customer's access to the existing functionalities of the CourtCorrect Platform. Regardless of the Customer’s decision regarding these upgrades, uninterrupted access to the current level of Services as per the existing Agreement will be guaranteed.

18.4. SCHEDULED MAINTENANCE. CourtCorrect shall use reasonable endeavours to provide the Customer with a minimum of five days' advance notice of any Scheduled Maintenance that may materially affect the availability or functionality of the Hosted Services. Scheduled Maintenance shall be conducted in a manner so as to minimise disruption to the Hosted Services, typically during off-peak hours or at times agreed upon with the Customer.

18.5. RIGHTS OF TRANSFER. CourtCorrect may transfer the Agreement to someone else. CourtCorrect may transfer our rights and obligations under these terms to another organisation. The Customer needs our consent to transfer the Customer’s rights under the Agreement to someone else. The Customer may only transfer the Customer’s rights or the Customer’s obligations under these terms to another person if CourtCorrect agrees to this in writing.

18.6. THIRD PARTY OBLIGATIONS. Nobody else has any rights under the Agreement. The Agreement is between the Customer and CourtCorrect. Except for any person to whom CourtCorrect may assign our rights, no other person shall have any rights to enforce any of its terms.

18.7. SEVERANCE. If a court finds part of this contract illegal, this clause will be severed and the remainder of the contract will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

18.8. SOLE REMEDY. The remedies expressly set out in this Agreement (including any service credits) are the Customer’s sole and exclusive remedies for the relevant breach, non-conformity, downtime or service level failure.

18.9. NO LEGAL ADVICE. The Services and any outputs do not constitute legal advice. Customer is responsible for obtaining independent professional advice and for all decisions made based on Service outputs.

18.10. NO WAIVER OF RIGHTS. Even if CourtCorrect delays in enforcing this contract, CourtCorrect can still enforce it later. If CourtCorrect do not insist immediately that the Customer do anything the Customer are required to do under these terms, or if CourtCorrect delay in taking steps against the Customer in respect of the Customer breaking this contract, that will not mean that the Customer do not have to do those things and it will not prevent us taking steps against the Customer at a later date. For example, if the Customer misses a payment and CourtCorrect does not notify the Customer, but CourtCorrect continues to provide the Services, CourtCorrect can still require the Customer to make the payment at a later date.

18.11. DISPUTE RESOLUTION.
18.11.1. Without prejudice to the express rights of termination set out in this Agreement, both Parties shall attempt in good faith to resolve any disputes arising out of or relating to this Agreement (a “Dispute”) promptly and through a structured escalation process.
18.11.2. The Parties shall refer the Dispute to their respective first-level representatives, who shall meet within 10 Business Days of a written request from either Party to discuss and attempt to resolve the Dispute. If the Dispute is not resolved at the first level, it shall be escalated to second-level representatives, who shall meet within 10 Business Days after the conclusion of the first-level meeting. If the Dispute is still unresolved following second-level escalation, it shall be escalated to third-level representatives, who shall meet within 10 Business Days to attempt resolution.
18.11.3. The levels of escalation for the purposes of this clause are:

Level The Customer CourtCorrect
First Customer Customer Support Manager
Second Client Client Account Specialist
Third Chief Revenue Officer

18.11.4. If the Dispute is having a serious effect on the provision of the Services, the Parties shall use every reasonable endeavour to expedite the escalation process.reduce the time taken to resolve the Dispute.
18.11.5. If any of the above are unable to attend a meeting, a substitute with equivalent seniority and authority may attend.
18.11.6. If a Dispute is not resolved within 30 days after completion of the third-level escalation, the Parties shall refer the Dispute to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, and the following terms shall apply:
18.11.7. Unless otherwise agreed between the Parties, the mediator will be nominated by CEDR;
18.11.8. The mediation will take place in London and the language of the mediation will be English;
18.11.9. The mediation agreement referred to in the Model Procedure shall be governed by and construed and take effect in accordance with the substantive law of England. The courts of England and Wales shall have exclusive jurisdiction to settle any claim, dispute or difference which may arise out of, or in connection with, the mediation;
18.11.10. To initiate the mediation a Party must give notice in writing (each a “Mediation Notice”) to the other Party to the Dispute requesting a mediation. A copy of the request should be sent to CEDR Solve. The mediation will commence not later than 30 days after the date of the Mediation Notice or where the agreed mediator is not available in such period within such period as the Parties may agree in writing;
18.11.11. Except where a Party requires urgent or interim relief to avoid material prejudice or protect its rights, neither Party may commence court proceedings in relation to any Dispute unless and until: (a) the escalation process set out in clauses 18.11.1 to 18.11.3 has been completed; and (b) the Parties have attempted to resolve the Dispute through mediation in accordance with clause 18.11.6 and either (i) the mediation has concluded; or (ii) the other Party has failed to participate.
18.11.12. The Parties will continue to perform their obligations under this Agreement (so far as the same is reasonably possible in view of the Dispute and subject to the terms of this Agreement) until such time as the Dispute has been resolved by agreement or court proceedings. For the avoidance of doubt, the Customer’s obligation to pay all Fees and Charges as they fall due shall continue in full during any Dispute, and the Customer shall have no right to withhold, delay, or set off any payment.

Applicable Law and Jurisdiction.

19.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

19.2. Subject to the dispute resolution mechanism in clause 18.11, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement and to grant interim, provisional, or protective relief. The Customer irrevocably waives any objection to proceedings being brought in the courts of England and Wales on the grounds of venue, forum non convenience, or any similar argument. Any judgment or order of the courts of England and Wales shall be final and binding and may be recognised and enforced in any jurisdiction.

Changes to the Terms

20.1. CourtCorrect may modify or replace these Terms at any time by publishing updated versions on its website and, where reasonably practicable, notifying Customers by email or via the Platform. Continued use of the Services after that date constitutes acceptance of the revised terms.

20.2. For the avoidance of doubt, the DPA forms part of the Agreement and shall not be modified except by written agreement between the parties. CourtCorrect may update the DPA on at least four (4) weeks’ notice. If Customer continues to use the Services after the effective date, Customer is deemed to accept the changes. If Customer objects before the effective date, CourtCorrect may (a) discuss reasonable accommodations; or (b) suspend or terminate the affected Services on written notice without liability (and without refund).

Entire Agreement

21.1. These terms constitute the entire agreement between us in relation to the Customer’s purchase. The Customer acknowledges that the Customer have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that the Customer shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

APPENDIX A - INTERPRETATION

Interpretation
Terms defined in this Agreement are indicated by an initial capital letter. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions
For the purposes of these Terms and Conditions:

1. “Account” means the unique user or organisational account created by or on behalf of the Customer to access and use the Services, including any associated login credentials, permissions, configuration settings, and user profiles.

2. Affiliate” or “Affiliates” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting interests of the entity or the legal power to direct its management and policies.

3. "Agreement" means this agreement including any Annexes, Appendices and Schedules, and any amendments to this Agreement from time to time.

4. “Application Programming Interface” or “API” means a software intermediary that allows two applications to talk to each other.“ Applicable Law” or “Applicable Laws” means all laws, statutes, regulations, regulatory requirements, codes of practice, directives, guidance, and judicial or administrative orders in force from time to time that apply to either Party in relation to the performance of this Agreement, including any amendments, re-enactments, or replacements thereof.

5. “As-Is Services” means services, features, or functionality that CourtCorrect provides without any commitment, assurance, or guarantee as to their performance, quality, availability, accuracy, or suitability. As-Is Services are supplied in their current state at the time of use, may be incomplete, imperfect, or subject to change, and are used by the Customer at its sole risk.

6. “Business Hours” means Monday to Friday between 09:00 to 18:00, excluding public holidays recognized in the United Kingdom.

7. “Charges” means all amounts payable by the Customer under this Agreement in connection with its access to or use of the Services, including any Fees, taxes, levies, true-up amounts, baseline usage charges, and any other amounts due pursuant to the Order Form. For the avoidance of doubt, Charges include Fees.

8. "CourtCorrect Indemnified Parties" shall mean CourtCorrect Ltd, its affiliates, officers, directors, employees, agents, subcontractors, and licensors who are entitled to indemnification under this Agreement for any claims, damages, or liabilities arising from the Customer’s use of the CourtCorrect Services.

9. “CourtCorrect Policy” or “CourtCorrect Policies” means any policy, rule, guideline, standard, or procedure issued, published, or otherwise made available by CourtCorrect from time to time in connection with the use, security, or operation of the Services, including any acceptable use policy, data protection policy, confidentiality policy, or security standard.

10. “CourtCorrect Technology” shall mean any proprietary software, platform, algorithms, artificial intelligence models, data processing mechanisms, APIs, databases, tools, user interfaces, designs, documentation, and any related technology owned, developed, or licensed by CourtCorrect, including any modifications, enhancements, or derivative works thereof.

11. “Customer Confidential Information” means the data designated as confidential to CourtCorrect prior to the commencement of this Agreement.

12. “Customer Data” means all data, information, records, documents, content, and other materials inputted into, uploaded to, transmitted through, or otherwise made available via the Services by or on behalf of the Customer or its Users, including personal data, case information, files, attachments, and any outputs or materials generated solely from such
data. Customer Data excludes Usage Data and any other data generated independently by CourtCorrect.

13. “Customer Default” means a failure to uphold the obligations as laid out in Clause 7.

14. “Customer Uploaded Materials” shall mean any data, documents, content, information, or other materials submitted, uploaded, or otherwise provided by the Customer or its users onto the CourtCorrect Platform or related systems, whether manually or through automated processes, including personal data, case files, or customer inquiries.

15. “Critical Incident” means an incident that prevents or effectively prevents the normal, intended, or material use of the Services, including Platform-wide unavailability, major functional failure, or severe performance degradation that materially disrupts operations.

16. “Defects” means substantive issues that fundamentally alter the usage of the CourtCorrect Platform making the Platform unusable.

17. “Derivative Works” means any work, product, adaptation, modification, enhancement, improvement, or derivative creation based on or incorporating the Services, the Platform, or any CourtCorrect Technology, including works that are directly or indirectly derived from or inspired by CourtCorrect Technology, irrespective of authorship.

18. “Dispute” means any dispute, disagreement or claim arising out of or in connection with this Agreement, its subject matter or formation (including non-contractual disputes and claims).

19. “Documentation” means any documentation that when legally binding on all parties to it discharges, varies or supplements the legal obligations contained in the settlement agreement.

20. “Due Date” means the date specified on an invoice as the deadline for payment, or, where no such date is specified, fourteen (14) days from the date of the invoice or such other payment terms as are set out in the applicable Order Form.

21. “Effective Date” means the date on which this contract is signed by both parties or as specified in the Order Form. In the event of a conflict, the Effective Date specified in the Order Form shall take precedence.

22. “Emergency” means but is not limited to:

a. data breach: unauthorised access to or handling of client data;
b. platform downtime: complete unavailability of the CourtCorrect Platform; and
c. urgent critical Vulnerability: a security flaw or bug that could severely impact the Platform’s integrity or client data security.

23. “Fees” means all amounts payable by the Customer to CourtCorrect under this Agreement or any applicable Order Form, including subscription fees, onboarding fees, setup fees, minimum commitments, usage-based fees, overage fees, support fees, renewal fees, and any other recurring or non-recurring amounts expressly stated as fees.

24. “Force Majeure Event” means any event, circumstance, or cause beyond CourtCorrect’s reasonable control that prevents, delays, or materially impairs the performance of the Services or CourtCorrect’s obligations under this Agreement, including but not limited to natural disasters, fire, flood, explosion, or other acts of God; war, terrorism, civil unrest, embargoes, sanctions, or other governmental actions; strikes, lockouts, or other industrial or labour disputes; pandemics, epidemics, or public health emergencies; failure, unavailability, degradation, or interruption of utilities, telecommunications networks, internet connectivity, or other infrastructure; denial-of service attacks, cyber incidents, or other malicious third-party acts not attributable to CourtCorrect’s negligence; and any failure, outage, degradation, or non-performance of hosting, cloud, AI, subprocessor, or other third-party services on which the Services depend.

25. “Free Trial Period” refers to the designated time frame during which the Customer is granted complimentary access to the CourtCorrect Platform. It is within this period that the Customer may provide their written Confirmation to Proceed regarding the continued use of the Platform beyond the Free Trial Period.

26. “Good Industry Practice” shall mean the degree of skill, diligence, prudence, foresight, and operational competence that would reasonably be expected from a well-managed entity engaged in the same type of business and under the same or similar circumstances as CourtCorrect, in accordance with applicable laws, regulations, and industry standards.

27. “Hosted Services” means Customer access and use of the CourtCorrect Platform at courtcorrect.com

28. “Insolvency Event” means, in relation to a Party, any event indicating that the Party is unable to pay its debts as they fall due, including: entering into liquidation; the appointment of an administrator, receiver, or similar officer; entering into a voluntary arrangement with creditors; suspension of payments; bankruptcy (if an individual); or any analogous event under Applicable Law.

29. “Lead Time” refers to the period between the Effective Date of this Agreement and the
Onboarding Date. During this time, CourtCorrect will perform all necessary setup, integration, and preparatory activities required to facilitate the Customer’s use of the Services. The standard Lead Time shall be two (2) calendar months unless otherwise agreed in writing between the Parties.

30. “Materials” shall mean any data, documents, information, or other content that You upload, transmit, or otherwise provide to the CourtCorrect Platform.

31. “Mediation Notice” refers to a written notice that is dated and specifies the claims or issues that will be subjected to mediation, including the requested remedies sought in the mediation.

32. “Non-Critical Incident” means an incident that impairs but does not prevent the normal, intended, or material use of the Services, including functionality errors, minor disruptions, or partial outages that affect some features but allow continued operational use.

33. “Onboarding” refers to the process by which the Customer is provided with initial access to and setup of the CourtCorrect Services. This includes, but is not limited to, account configuration, system integrations, user training, and any other preparatory actions necessary for the Customer to begin effective use of the Services. The Onboarding Date is the date on which CourtCorrect confirms that the Customer has been granted access to the Services and is ready to commence operational use.

34. “Onboarding Date” means the date on which CourtCorrect confirms in writing (including by email) that the Customer has been granted operational access to the Services and is able to commence live use of the Platform.

35. "Order Form," in relation to CourtCorrect, shall mean the formal document, whether in
electronic or paper format, provided by CourtCorrect to the Customer, which specifies the Services and/or products to be supplied by CourtCorrect. This form includes, but is not limited to, descriptions of the Services or products, the quantities ordered, the prices agreed upon, any applicable discounts, and the terms of payment. The Order Form is an integral part of the Agreement between CourtCorrect and the Customer and shall be interpreted in conjunction with the CourtCorrect Terms and Conditions and Data Processing Agreement. The execution of the Order Form by the Customer constitutes an acceptance of the offer made by CourtCorrect and signifies the Customer's acceptance to be bound by the terms of the Agreement, including the Order Form, Terms and Conditions, and Data Processing Agreement.

36. “Platform” means the CourtCorrect Platform and Application Programming Interface.

37. “Product” means the CourtCorrect Platform and Application Programming Interface.

38. “Renewal Term” means any additional period of time for which this Agreement is renewed or extended following the expiry of the initial Subscription Term, whether such renewal occurs automatically or by written agreement between the Parties, including month-to-month renewals and successive twelve (12)-month renewal periods, as applicable.

39. “Replication” means any act, process, or attempt to reproduce, recreate, mimic, emulate, or derive a product, service, workflow, or software solution that is substantially similar to, competes with, or performs equivalent functions to the CourtCorrect Platform or CourtCorrect Technology, including by means of reverse engineering, decompilation, copying user interfaces, extracting underlying logic, or using outputs or structures of the Platform to build competitive functionality.

40. "Scheduled Maintenance" refers to times where Services may be temporarily unavailable due to planned system updates, enhancements, or routine maintenance activities.

41. “Security Threat” means any event, action, omission, or circumstance that poses, or reasonably could pose, a risk to the confidentiality, integrity, or availability of the Platform, the Services, CourtCorrect Technology, or any data processed within them, including attempted or actual breaches, data exfiltration, unauthorised access, or material degradation of system security.

42. “Services” means the use provided by the CourtCorrect Platform.

43. "Service Uptime" refers to the availability of the CourtCorrect Services to Users and is
calculated as a percentage of the total possible operating minutes in a calendar month, excluding Scheduled Maintenance.

44. "Service Term" shall mean the duration for which the Customer has purchased access to the CourtCorrect Services, as specified in the applicable Order Form, including any agreed-upon renewal periods.

45. “Subscription Term” means the period during which the Customer is entitled to access and use the Services under this Agreement, commencing on the Onboarding Date and continuing for the duration specified in the applicable Order Form, together with any Renewal Terms.

46. “System Integrity Risk” means any condition or activity that may compromise, damage, interfere with, or degrade the proper functioning, performance, or reliability of the Platform or the Services, whether caused by technical, operational, or security-related factors.

47. “Term” shall have the meaning set forth in Clause 3.

48. “Termination” means when the contract has ended either by: performance, by acceptance, frustration or by breach of contract.

49. “Terms & Conditions” means these terms of this Agreement to which the Customer agrees.

50. “Trial Use” means any temporary, limited, or non-paid access to the Services provided by CourtCorrect, including pilot programmes, free trials, proof-of-concept access, demos, beta access, evaluation periods, or any other time-limited use of the Services, whether or not set out in an Order Form.

51. “True-Up Process” refers to the periodic reconciliation and adjustment of Customer usage of the CourtCorrect Services against the agreed-upon subscription limits or allocations specified in the applicable Order Form. This process ensures that any overages, additional usage, or changes in service consumption beyond the baseline subscription are accounted for and invoiced accordingly. The Customer agrees to pay any additional charges resulting from the True-Up Process in accordance with the payment terms specified in this Agreement.

52. “Usage Data” means data, information, and materials generated through, derived from, or relating to the Customer’s or its Users’ interaction with the Services or the CourtCorrect Platform, including operational data about system performance, user activity patterns, configuration choices, workflows, metadata, logs, analytical outputs, and any learnings or insights that CourtCorrect develops from such interactions.

53. “User” means:
a. Administrative User - the purchase and/or User of the Admin Seat, typically held by management staff.
b. Standard User - the purchaser and/or User of the Complaint Handler Seat, typically held by front-line staff.
c. Other user types with varying levels of permissions that CourtCorrect may make available to the Customer via licenses from time-to-time.

54. “User Interface” means the means by which the User and a computer system interact, in particular the use of input devices and software.

55. “Virus” means any software, code, file, script, agent, program, or other device intended to or capable of: (a) disabling, disrupting, interfering with, or otherwise adversely affecting the operation of any software, system, network, or device; or (b) damaging, corrupting, or gaining unauthorised access to any data or system, including malware, ransomware, Trojan horses, worms, time bombs, logic bombs, and similar harmful components.

56. “Vulnerability” means a weakness, flaw, or defect in software, hardware, infrastructure, configuration, or operational processes that could be exploited to compromise security, functionality, confidentiality, integrity, or availability of the Platform, the Services, or any data processed by them.

57. “Website” refers to CourtCorrect, accessible from courtcorrect.com or any subdomains thereof (e.g. platform.courtcorrect.com).

APPENDIX B - ORDER FORM