Terms of Use

Effective date: August 6, 2026

These Terms of Service (the “Terms”) govern access to and use of the Referent platform provided by AI LAWTECH sp. z o.o., a company registered in Poland, with its registered office at Henryka Sienkiewicza 36/5, 26-600 Radom, NIP 9482639603 (“Referent”, “we”, “us”). By registering for, accessing or using the Service, the Customer agrees to be bound by these Terms.

1. Definitions

1.1. “Agreement” means these Terms together with the Privacy Policy, the Cookie Policy, the Data Processing Agreement (“DPA”), any Order Form, and any policies referenced in them.

1.2. “Customer”, “you” means the law firm, legal practice, company or sole practitioner that subscribes to the Service, including any Administrator, User, employee, contractor or agent acting on its behalf.

1.3. “User” means an individual authorised by the Customer to access the Service under the Customer’s account; “Administrator” means a User with administrative rights.

1.4. “Service” means the Referent legal practice management platform, including its applications, integrations, AI Features, updates and related support.

1.5. “Content” means data, documents, communications, files and other materials the Customer or its Users upload to, transmit through, or generate in the Service.

1.6. “AI Features” means functionality of the Service that uses artificial intelligence, including large language models, for tasks such as drafting, summarisation, classification, transcription, optical character recognition and search.

1.7. “Output” means text, analyses, summaries, transcripts, translations, suggestions and other content generated by the AI Features in response to a User’s prompt or input.

1.8. “Order Form” means a written order, quote or enterprise agreement signed or accepted by both parties that references these Terms.

1.9. “Subscription Term” means the initial subscription period stated at purchase or in the Order Form, and each renewal period.

2. The Agreement and who may accept it

2.1. Business and Solo professionals use only. The Service is offered exclusively to businesses and professionals - law firms, legal practices, in-house legal departments, companies and sole practitioners acting in the course of their professional activity. It is not offered to general consumers, and the Customer confirms it is entering into the Agreement in connection with its professional or business activity.

2.2. Authority. If you accept these Terms on behalf of an entity, you represent that you have authority to bind that entity, and “Customer” refers to that entity. You must be at least 18 years old.

2.3. Order of precedence. If there is a conflict: (a) the DPA prevails on the processing of personal data; (b) an Order Form prevails over these Terms on the matters it expressly addresses; (c) otherwise these Terms prevail over the other documents referenced in them.

2.4. Incorporated documents. The Privacy Policy, Cookie Policy and DPA form part of the Agreement and are available at https://referent.law/.

2.5. Acceptance and record of acceptance. The Customer accepts the Agreement, in the version identified by the effective date then presented, by clicking a button or checkbox presented with a link to these Terms of Service in a registration, application, purchase or onboarding flow, by accepting an Order Form referencing these Terms, or by accessing or using the Service, whichever occurs first; a User invited by an Administrator accepts on first access, without creating a separate agreement with Referent. Referent records each acceptance: the version and effective date presented, the date and time, the identity of the accepting individual and the Customer entity concerned, and technical details of the request such as IP address and browser identifier and processes and retains those records to establish and evidence the Agreement for its duration and for the period during which claims arising from it may be brought. The parties agree that those records and Referent’s access and usage logs are admissible evidence of the conclusion and content of the Agreement and of the acts of the Customer and its Users to the same extent as a hand-signed document, and neither party will object to their admissibility solely because they are in electronic form. Referent may require renewed acceptance before access continues where it presents updated Terms under Section 15.2 or where a change in plan, subscription or scope materially alters the commercial terms, and the remedy in Section 15.2 applies if the Customer does not accept. The current version of these Terms, and each version the Customer has accepted, is available in the Service or on request to contact@referent.law in a form allowing storage and reproduction.

3. Licence and permitted use

3.1. Licence. Subject to the Agreement and payment of the applicable fees, Referent grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for its internal professional purposes during the Subscription Term.

3.2. Account security. The Customer is responsible for maintaining the confidentiality of login credentials, for all activity under its account, and for the acts and omissions of its Users as if they were its own. The Customer must notify us promptly of any unauthorised access.

3.3. Restrictions. The Customer must not, and must not permit any third party to:

3.3.1. resell, rent, lease, sublicense or otherwise make the Service available to third parties except as expressly permitted;

3.3.2. copy, modify, translate, reverse engineer, decompile or disassemble the Service, or attempt to derive its source code, except to the extent this restriction is prohibited by law;

3.3.3. use the Service or Output to develop, train or improve any competing product, service, artificial intelligence or machine-learning model;

3.3.4. circumvent or exceed usage limits, security features or access controls;

3.3.5. upload or transmit unlawful, infringing, defamatory, obscene or malicious content, or code intended to disrupt the Service;

3.3.6. use the Service in any way that infringes third-party rights, breaches applicable law, or exposes Referent to legal or regulatory risk;

3.3.7. remove or obscure any proprietary notices.

3.4. Acceptable use enforcement. We may investigate suspected breaches of this Section and take proportionate action, including the measures in Section 10.

4. The Customer’s Content and responsibilities

4.1. Ownership. The Customer retains all rights in its Content. Referent claims no ownership of Content.

4.2. Licence to operate. The Customer grants Referent a limited, worldwide, non-exclusive licence to host, store, transmit, display, process and otherwise use the Content solely to provide, secure, support and improve the Service in accordance with the Agreement and the DPA.

4.3. Responsibility for Content. The Customer is solely responsible for the Content, including its accuracy, quality, legality, and the means by which it was obtained, and for having all necessary rights, consents and legal bases for it to be processed through the Service. Referent does not review, pre-screen or monitor Content and does not control what the Customer chooses to upload or collect.

4.4. Professional obligations. The Customer remains solely responsible for compliance with the rules of professional conduct, confidentiality and legal privilege applicable to it, and for its own obligations toward its clients.

4.5. Personal data. Processing of personal data contained in the Content is governed by the DPA, under which the Customer acts as controller and Referent as processor.

5. Intellectual property

5.1. The Service. Referent and its licensors own all right, title and interest in the Service, including all software, models, interfaces, documentation, trade marks and related intellectual property. No rights are granted except as expressly stated.

5.2. Output. Subject to the Customer’s compliance with the Agreement and payment of fees, Referent assigns or licenses to the Customer, to the extent Referent holds any rights in it, the right to use Output for the Customer’s professional purposes. The Customer acknowledges that Output may not be unique, that similar Output may be generated for others, and that rights in AI-generated material may be limited under applicable law. The restriction in Section 3.3.3 applies to Output.

5.3. Feedback. If the Customer provides suggestions or feedback about the Service, Referent may use them without restriction or compensation.

5.4. Aggregated and de-identified data. Referent may generate and use aggregated and de-identified data derived from use of the Service to operate, secure, analyse and improve the Service, provided such data does not identify the Customer, any User, or any individual, and is not Content in identifiable form. Referent does not use the Content to train generalised large language models, and does not permit its AI providers to do so (Section 6).

6. AI Features

THIS SECTION IS CENTRAL TO THE AGREEMENT. THE CUSTOMER SHOULD READ IT CAREFULLY.

6.1. Assistive only. AI Features assist the Customer’s Users. They do not make decisions producing legal or similarly significant effects on any person on a solely automated basis. The Customer’s Users decide what to do with Output.

6.2. Provided “as is”. AI Features and Output are provided “as is” and “as available”. Referent does not review Output for accuracy, completeness or currency, and to the maximum extent permitted by law makes no representations or warranties of any kind regarding AI Features or Output. Output may be incomplete, inaccurate or unsuitable for a particular purpose.

6.3. Not legal advice; Referent is not a law firm. Referent is a software provider. It is not a law firm, does not practise law, does not provide legal advice, and no lawyer-client relationship arises between Referent and the Customer or its clients. Output is provided for practical and informational purposes only and does not constitute legal or other professional advice.

6.4. Mandatory human review. The Customer agrees to use AI Features and Output only with human oversight, and is responsible for reviewing all Output before relying on, disclosing or otherwise using it - including for accuracy, completeness, suitability for the intended use, and compliance with legal, regulatory, professional-conduct and fiduciary requirements applicable to the Customer.

6.5. No reliance. The Customer uses and relies on AI Features and Output at its own discretion and risk. Referent is not responsible or liable for any decision, advice, filing, omission, deadline, or outcome based on or influenced by Output, or for any resulting loss, professional liability or regulatory consequence.

6.6. Transparency toward the Customer’s clients. The Customer retains full control over how AI Features are configured, presented and used within its practice, and is solely responsible for its relationships and communications with its own clients and other third parties. The Customer is responsible for providing them with all disclosures required by applicable law, including as to: (a) the use of artificial intelligence or automated systems (including Article 50 of the EU AI Act, where applicable); (b) the nature and limitations of AI-generated content; (c) data collection, processing and transfers; and (d) any human review applied. Referent makes model disclosure text and sub-processor details available to support this.

6.7. AI providers. AI Features are delivered using the AI sub-processors listed in the DPA. Referent contractually prohibits those providers from using the Content to train or improve their general-purpose models, and does not use AI model providers established in China. For customers established in the EEA or the UK, AI processing takes place within the EEA.

6.8. Prohibited uses of Output. The Customer must not use AI Features or Output to develop a competing product or service, or to train or develop any artificial intelligence or machine-learning model.

6.9. Voice, recording and transcription. Where the Customer uses features that capture, record, transcribe or summarise audio, the Customer determines whether, when and whom to record; Referent provides the technical capability only and does not initiate recording. The Customer is solely responsible for complying with all laws applicable to recording, interception and transcription, including those requiring the consent of all parties, which differ by jurisdiction and, in the United States, by state, for obtaining and evidencing the necessary consents beforehand, and for not recording where recording is prohibited or requires a court’s permission. Transcripts are Output subject to Sections 6.2 to 6.5, may misattribute speakers or omit passages, and must not be relied on as a verbatim record without human verification. Recordings and transcripts may contain special categories of personal data or privileged material, which the Customer is responsible for assessing and for protecting using the retention and access controls available in the Service.

6.10. Indemnity. The Customer will defend, indemnify and hold harmless Referent from and against any claims, damages, losses, liabilities and expenses arising out of or relating to: (a) the Customer’s use of AI Features or Output, including reliance on Output; (b) the Customer’s deployment of AI Features toward its own clients or other end users; (c) the Customer’s failure to provide required disclosures or to comply with applicable law or professional rules; (d) any representations or commitments the Customer makes to third parties about AI Features or Output; and (e) including recording and transcription.

7. Third-party services and integrations

7.1. The Service integrates with third-party services (for example Google Workspace, Microsoft 365, email providers and payment providers). Use of those services is subject to the third party’s own terms and privacy practices, and the Customer is responsible for having valid rights to connect them.

7.2. Referent is not responsible for third-party services, their availability, changes, suspension or discontinuation, or for any loss arising from them. Changes by a third party may affect Service functionality.

8. Fees, taxes and payment

8.1. Fees. The Customer pays the fees for the plan selected at purchase or set out in the Order Form.

8.2. Taxes. Fees are exclusive of VAT and other applicable taxes, which are added where required.

8.3. Payment. The Customer authorises us, through our payment processor, to charge the applicable fees and taxes to its payment method for each billing cycle in advance. The Customer must keep its billing details current.

8.4. No refunds. Except where required by law, fees are non-refundable. There are no refunds or credits for partially used periods, unused features, or seats removed during a Subscription Term.

8.5. Late payment. If payment is overdue, we may charge statutory interest and suspend the Service under Section 10.2.

8.6. Price changes. We may change fees for a renewal period on at least 30 days’ notice before the end of the current Subscription Term.

8.7. Beta and Trial Access. Where Referent makes the Service or any feature available on a private beta, early access, preview or free trial basis (“Beta Access” or “Private Beta”), this Section prevails over the rest of the Agreement in case of conflict. Beta Access or Trial Access is provided “as is” and “as available” for evaluation, may be incomplete or unstable, and is not covered by Section 11.2 or by any service level, availability or support commitment. Referent may change, withdraw or discontinue it at any time, for all or for an individual Customer, without liability, and beta features may not be included in any later paid plan. Where offered for a limited period, Beta Access converts to a chargeable subscription at the end of that period unless cancelled beforehand, and Referent will state the fee and conversion date beforehand. The Customer remains responsible for its Content, its professional obligations under Section 4.4 and the human review required under Section 6.4, and must not use Beta Access for any matter where these limitations could prejudice a client, a deadline or a filing. Beta Access information is Referent’s confidential information under Section 14. Feedback is governed by Section 5.3. Referent’s total aggregate liability for Beta Access provided free of charge is limited to USD 100, save for the liabilities in Section 12.1.

9. Term, renewal and cancellation

9.1. The Agreement starts when the Customer first accepts these Terms and continues for the Subscription Term.

9.2. Auto-renewal. The subscription renews automatically for successive periods equal to the then-current Subscription Term unless cancelled before the end of that Term.

9.3. Cancellation. The Customer may cancel at any time through the Service or by contacting support; cancellation takes effect at the end of the then-current Subscription Term. Cancelling within a Term does not entitle the Customer to a refund, and any unpaid balance for that Term remains payable.

10. Suspension and termination

10.1. Termination for cause. Either party may terminate the Agreement on written notice if the other commits a material breach and fails to remedy it within 30 days of notice, or immediately if the other becomes insolvent, enters liquidation or a similar procedure.

10.2. Suspension. We may suspend access, in whole or in part, with notice where practicable, if: (a) fees are overdue; (b) we reasonably suspect a breach of Sections 3.3 or 4.3; (c) continued use presents a security, legal or regulatory risk to us, the Customer or others; (d) required by law or (e) breach of Section 17. We will restore access once the cause is resolved.

10.3. Effect of termination. On termination, the licence ends and access ceases. The Customer must export its Content before termination takes effect; we will make Content available for export for 90 days after termination, after which it is deleted in accordance with the DPA and our retention practices.

10.4. Termination for convenience by Referent. Referent may terminate the Agreement, or discontinue the Service in whole or for a category of customers, on not less than 60 days’ written notice, taking effect at the end of the notice period or of the then-current Subscription Term if later, unless the Customer elects an earlier date. Referent will refund pre-paid fees pro rata for the period after termination takes effect, extend the export period in Section 10.3 to 180 days from that date, and provide reasonable assistance in migrating the Content, including export in a structured, commonly used and machine-readable format. Subject to Section 12.1, this Section is the Customer’s sole remedy for discontinuation of the Service. Referent may terminate on shorter notice where required by law or by a regulator, or on loss of a licence or authorisation necessary to provide the Service, in which case the refund, export and migration obligations in this Section continue to apply.

10.5. Survival. Sections 4.3, 5, 6, 8 (accrued fees), 10.3-10.5, 11, 12, 13, 14, 16 and 17 survive termination.

11. Warranties and disclaimers

11.1. Each party warrants that it has the authority to enter into the Agreement.

11.2. Referent warrants that it will provide the Service with reasonable skill and care.

11.3. Disclaimer. Except as expressly stated, and to the maximum extent permitted by law, the Service, AI Features and Output are provided “as is” and “as available”, and Referent disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Referent does not warrant that the Service will meet the Customer’s requirements or that defects will be corrected.

11.4. Backups. The Service includes backup functionality operated within the EEA. The Customer remains responsible for maintaining its own records as required by its professional obligations.

12. Limitation of liability

12.1. Liability that cannot be excluded. Nothing in the Agreement excludes or limits either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; or (d) any other liability that cannot be excluded or limited under applicable law, including a data subject’s rights under Article 82 GDPR.

12.2. Excluded losses. Subject to Section 12.1, neither party is liable for any: loss of profit, revenue, business, goodwill, anticipated savings or opportunity; loss or corruption of data; business interruption; third-party claims; or any indirect, incidental, special, consequential or punitive damages, however caused, even if advised of the possibility.

12.3. Cap. Subject to Sections 12.1 and 12.4, each party’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees paid by the Customer under the Agreement in the 12 months immediately preceding the event giving rise to the claim.

12.4. Carve-outs from the cap. The cap does not apply to the Customer’s payment obligations, or to the indemnities in Sections 6.9 and 13.2.

12.5. Avoidable loss. Referent is not liable for loss to the extent it could have been avoided or reduced by the Customer’s use of backup functionality available in the Service or by following reasonable guidance provided by Referent.

12.6. AI. Without limiting Section 6, the Customer acknowledges that the limitations in this Section are a fundamental basis on which AI Features are made available, and that the fees reflect this allocation of risk.

13. Indemnities

13.1. By Referent. Referent will defend the Customer against third-party claims alleging that the Service, as provided by Referent and used in accordance with the Agreement, infringes that third party’s intellectual property rights, and will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Content, Output, the Customer’s modifications, use in combination with anything not supplied by Referent, or use in breach of the Agreement. If the Service becomes, or is likely to become, the subject of such a claim, Referent may procure the right to continue use, modify or replace the affected part, or terminate the affected subscription and refund pre-paid unused fees.

13.2. By the Customer. The Customer will defend, indemnify and hold harmless Referent against third-party claims arising out of or relating to: (a) the Content, including claims that it infringes rights or was collected or used unlawfully; (b) the matters listed in Section 6.9; (c) the Customer’s breach of Sections 3.3 or 4; and (d) the Customer’s violation of applicable law or professional rules.

13.3. Procedure. The indemnified party must promptly notify the indemnifying party of the claim, give it control of the defence and settlement (provided no settlement imposing liability or admission on the indemnified party is made without its consent), and provide reasonable cooperation.

14. Confidentiality

14.1. Each party may receive the other’s confidential information. Each party will use it only for the purposes of the Agreement, protect it with at least reasonable care, and not disclose it except to personnel and advisers bound by confidentiality obligations.

14.2. These obligations do not apply to information that is public through no breach, already known without restriction, independently developed, or lawfully received from a third party.

14.3. If disclosure is legally compelled, the receiving party will, where lawful, give prompt notice so the other may seek protective relief, and will disclose only what is required.

14.4. Referent recognises that Content may be subject to legal professional privilege or professional secrecy, and treats it accordingly (see the DPA).

15. Changes to the Service and the Terms

15.1. We may modify, improve or discontinue features of the Service. We will not materially reduce core functionality during a paid Subscription Term without notice.

15.2. We may update these Terms. We will publish the updated version with a new effective date and, where changes are material, give reasonable notice (for example by email or in-Service notice) before they take effect. Continued use after the effective date constitutes acceptance. If the Customer does not accept material changes, its remedy is to cancel under Section 9.3 before they take effect.

16. Governing law and disputes

16.1. The Agreement is governed by the laws of Poland, excluding its conflict-of-laws rules.

16.2. The parties will first attempt to resolve any dispute in good faith. Failing that, the claimant may elect to have the dispute resolved either:

16.2.1. by arbitration before the Court of Arbitration at the Polish Chamber of Commerce in Warsaw (Sąd Arbitrażowy przy Krajowej Izbie Gospodarczej w Warszawie, “SA KIG”), seated in Warsaw, Poland, in accordance with its rules in force on the date the request for arbitration is filed, before a sole arbitrator, with the arbitration conducted in the English language; or

16.2.2. before the courts competent for the registered office of Referent in Poland, which will then have exclusive jurisdiction over that dispute.

16.3. Nothing in this Section limits a party’s right to seek interim or injunctive relief in any competent court.

17. Sanctions and export control

17.1. Each party will comply with all applicable economic and trade sanctions and export control laws, including those administered by the European Union, the United States (including the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of Commerce’s Bureau of Industry and Security), the United Kingdom, and the Republic of Poland (“Sanctions Laws”).

17.2. The Customer represents and warrants, on each date on which it accesses or uses the Service, that neither it, nor any of its Users, nor any entity that owns or controls it or that it owns or controls, nor any of its directors or officers: (a) is a person designated on, or owned or controlled by a person designated on, any list maintained under Sanctions Laws, including the EU Consolidated Financial Sanctions List and the OFAC Specially Designated Nationals and Blocked Persons List; (b) is located, organised or resident in a country or territory that is itself the subject of comprehensive territorial sanctions; or (c) is otherwise a person with whom dealings are prohibited under Sanctions Laws.

17.3. The Customer will not use the Service, and will not permit the Service to be used, for the benefit of, or in any transaction involving, a person described in Section 17.2, and will not make the Service available to any such person, whether directly or indirectly.

17.4. The Customer will notify Referent without undue delay if any representation in Section 17.2 ceases to be accurate.

17.5. Referent may suspend or terminate access immediately, without notice and without liability, where it reasonably believes that continued provision of the Service would breach Sanctions Laws or expose it to sanctions risk. Section 8.4 applies and no refund is due in that case.

18. General

18.1. Force majeure. Neither party is liable for failure to perform (other than payment obligations) caused by events beyond its reasonable control.

18.2. Assignment. The Customer may not assign the Agreement without our prior written consent, except to a successor of its business. We may assign the Agreement to an affiliate or in connection with a merger, acquisition or sale of assets.

18.3. Subcontracting. We may use subcontractors and sub-processors as set out in the DPA, and remain responsible for their performance.

18.4. Severability; waiver. If any provision is held invalid or unenforceable, the remainder continues in effect. No failure or delay in exercising a right is a waiver of it.

18.5. No partnership. Nothing creates a partnership, agency or employment relationship between the parties.

18.6. Notices. Notices to Referent: contact@referent.law. Notices to the Customer: the Administrator email on the account.

18.7. Publicity. We may identify the Customer as a customer, using its name and logo, unless it notifies us otherwise in writing.

18.8. Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes prior discussions. Amendments must be in writing, except as permitted in Section 15.

AI LAWTECH sp. z o.o. · Henryka Sienkiewicza 36/5, 26-600 Radom, Poland · NIP 9482639603

General: contact@referent.law · Privacy: privacy@referent.law