Terms of Service

These Terms of Service (the Terms) form a binding agreement between Largence Group Ltd, a company incorporated in England & Wales with company number 16633893, whose registered office is at 3 Circus Drive, Cambridge, England, CB4 2BT (Largence, we, us), and the person or organisation that registers for or uses the Service (Customer, you).

By creating an account, clicking to accept these Terms, or accessing or using the Service, you agree to these Terms. If you accept on behalf of an organisation (such as a law firm, chambers, company or institution), you represent that you are authorised to bind that organisation, and Customer means that organisation.

The Service is intended for legal practitioners and legal-support professionals. It is not intended for, and must not be relied upon by, members of the public seeking legal advice. The Service is not available to persons under 18.

These Terms incorporate by reference the Privacy Policy, the Data Processing Agreement (DPA), the Acceptable Use Policy, any order form or online checkout (Order), and any plan-specific or jurisdiction-specific Schedule. In the event of conflict, the order of precedence is: (a) an executed Order or enterprise agreement; (b) the DPA (for matters of personal-data processing); (c) the applicable Jurisdiction Schedule; (d) these Terms; (e) the Acceptable Use Policy.

In these Terms: Service means the Largence platform, including Largence Studio, Evidence, Templates, Channels, Projects, the Largence AI features (including Custo and Legal Agents), and any associated websites, applications, APIs and documentation. Customer Data means all data, documents, files, messages and other content that you or your Authorised Users submit to, generate within, or store on the Service, including matter and client information. Input means prompts, instructions, documents and other material you submit to the AI features. Output means content the AI features generate in response to an Input. Authorised User means an individual you permit to use the Service under your account. Largence Materials means the Service, the Largence knowledge graph and statute index, templates, models, software and all related intellectual property. AI Features means the artificial-intelligence functionality of the Service, including statute-aware search, drafting, review, routing and the Legal Agents. Legal Agent means an AI feature that performs a sequence of tasks (such as drafting, reviewing, classifying or routing) within the Service.

Subject to these Terms and payment of applicable Fees, Largence grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for your internal professional purposes, up to the limits of your plan.

Plans. The Service is offered in tiers (currently Origin, Learn, Edge, Vertex and Zenith), each with different features, usage limits and Fees as described at checkout or in your Order. We may change plan features and limits prospectively in accordance with clause 17.

Free trials and free tiers. We may offer free trials or free tiers (including the Learn tier for verified students and legal-aid users). Free access is provided as is, may be modified or withdrawn at any time, and is subject to eligibility verification. Usage limits, generation caps and feature restrictions apply as stated for the relevant tier.

Authorised Users. You are responsible for your Authorised Users' compliance with these Terms and for all activity under your account. You must keep credentials secure and notify us promptly of any unauthorised use.

The Service is a professional tool, not a source of legal advice. The AI Features assist qualified practitioners; they do not practise law, do not provide legal advice, and do not create a lawyer-client relationship between you (or your clients) and Largence. Largence is a technology provider and is not a law firm, is not authorised or regulated by the Solicitors Regulation Authority, the Council of Legal Education, the Nigerian Bar Association or any legal-services regulator, and does not supervise or take responsibility for your professional work.

Outputs may be inaccurate and must be verified. AI-generated Output may be incomplete, out of date, or incorrect, and may contain plausible-sounding errors (including inaccurate citations or summaries of law). You must independently review and verify every Output, and check all citations against primary sources, before relying on it, sharing it, filing it, or acting on it. You remain solely responsible for all professional judgements and for the work product you produce using the Service.

Statute index and knowledge graph. Features such as statute-aware search and jurisdiction-pinned citations draw on the Largence knowledge graph and statute index. While we take reasonable care to maintain accuracy and currency, we do not warrant that the knowledge graph is complete, current, or free from error, and it is not a substitute for primary legal sources or independent verification.

Legal Agents and automated actions. By default, a Legal Agent will not take an action that has external or legal effect (such as sending a communication, dispatching a document, or initiating an e-signature) without your review and approval. The Service may offer an optional autonomous mode for certain actions; that mode is off by default and operates only if you expressly enable it and accept the additional disclaimer presented at that time. If you enable autonomous mode, you authorise the Legal Agent to act without a further approval step for the actions you have configured, and you accept responsibility for those actions. In all cases you are responsible for configuring, supervising and reviewing every Legal Agent and its output.

No reliance for prohibited purposes. You must not use the Service to provide legal services you are not qualified or authorised to provide, to engage in the unauthorised practice of law, or in any way that breaches your professional, ethical or regulatory obligations.

You are solely responsible for compliance with all laws and professional rules applicable to you, including rules on confidentiality, privilege, conflicts of interest, client care, competence, supervision and anti-money-laundering. The Service provides tools (including ethical-wall, access-control and audit functionality) to support your compliance, but configuring and operating them correctly, and meeting your professional obligations, are your responsibility.

You represent that you have all rights, consents and lawful bases necessary to submit Customer Data to the Service and to have it processed as contemplated by these Terms and the DPA, including any client consent required for the use of cloud-based or AI-assisted tools under your professional rules.

You are responsible for determining whether the Service is appropriate for a given matter, instrument or jurisdiction, and for any regulatory verification you perform through the Service (including CAC, FIRS/TIN, SCUML or Companies House checks).

The Service provides an in-built electronic-signature feature and also lets you sign through integrated third-party services (currently DocuSign and Adobe). Whether an electronic signature is valid, admissible or sufficient for a particular document depends on the applicable law and the nature of the instrument. You are responsible for determining, for each document, whether electronic signature is legally effective and for satisfying any execution, witnessing, attestation or registration requirements.

Excluded instruments. Electronic signature may not be legally effective for certain instruments under Nigerian or English law (which may include wills and testamentary instruments, certain deeds, instruments requiring attestation or witnessing, instruments relating to land, negotiable instruments, and documents requiring registration or wet-ink execution). The Service must not be used to e-sign any instrument for which electronic execution is not legally effective. Details are set out in the applicable Jurisdiction Schedule.

Two types of connection. The Service works with third-party products and services in two distinct ways: (a) Largence Integrations: third-party services that Largence engages to provide features of the Service (these are Largence Sub-processors, listed in the DPA, and Largence remains responsible for them as set out there); and (b) Customer-Authorised Connections: third-party services that you choose to connect to your account using your own account or credentials (for example, your Microsoft, Google or single-sign-on provider). The allocation of responsibility differs between the two, as set out in this clause. Third-Party Service means any relevant non-Largence product or service.

Largence Integrations. The Service includes integrations that Largence provides as part of the Service, which may include payment processing (Paystack and Stripe), Nigerian compliance and identity verification (CAC, SCUML and TIN checks, provided via our verification partner Mono), and UK company verification (Companies House). Largence engages these providers as Sub-processors under the DPA. Data returned by official registers and verification services is provided as is; Largence does not warrant its accuracy, completeness or currency, and you are responsible for confirming results where it matters.

Customer-Authorised Connections. The Service lets you connect Third-Party Services that you control, which may include messaging and notification tools (such as Slack, Microsoft Teams, WhatsApp Business, Twilio and Termii), Microsoft 365 (such as Outlook, Word, Excel, PowerPoint and OneDrive), Google Workspace (such as Gmail, Drive, Calendar and Meet), scheduling tools (such as Calendly), finance and billing tools (such as QuickBooks, Flutterwave and other accounting software), electronic-signature services (such as DocuSign and Adobe Sign), and other tools made available in the Service. The current list of available integrations is shown in the Service. When you enable a Customer-Authorised Connection: (a) you authorise Largence to access, exchange and process data with that Third-Party Service to the extent needed to provide the connected feature, in accordance with your configuration; (b) your use of the Third-Party Service is governed by your own agreement with its provider, not by these Terms; (c) the provider of that Third-Party Service is not a Largence Sub-processor, and Largence is not responsible for it, its availability or security, or how it processes data once data leaves the Service at your direction; and (d) you represent that you have the right and any necessary consents to connect the Third-Party Service and to permit the data exchange.

Single sign-on and user provisioning (SSO/SCIM). If you use single sign-on or automated provisioning (for example, via Microsoft Entra ID or Google), you authorise the exchange of authentication and directory information (such as names, work email addresses and group or role attributes) between your identity provider and the Service to manage access. You are responsible for your identity provider, your configuration, and the accuracy of the directory data you share.

Access, scopes and disconnection. Customer-Authorised Connections are typically enabled using OAuth or similar authorisation. You control the scope of access you grant and may disconnect a Third-Party Service at any time through your account settings or the provider; disconnection stops future data exchange but does not retrieve data already lawfully exchanged. You are responsible for keeping connection credentials secure.

General. Largence is not responsible for Third-Party Services or for any act or omission of their providers, and does not warrant that any integration or connection will be uninterrupted or error-free. A provider may change, suspend or discontinue its service or terms, which may affect the related feature; Largence will use reasonable efforts to notify you of a material loss of functionality of which it is aware. Data exchanged through a Customer-Authorised Connection is processed by the relevant provider under that provider's terms and privacy practices. Importantly, Largence's own protections (including that we do not train on your data, our zero-data-retention arrangements with our AI providers, our chosen hosting locations, and our security measures) apply to the Service but do not extend to Third-Party Services. When you route Customer Data to a Customer-Authorised Connection (including an MCP server), that data may become accessible to, and handled by, that provider under its own terms, which may offer less protection than ours; enabling the connection, and the resulting processing, is your decision and responsibility as controller.

APIs. Largence may make an application programming interface (API) available (currently in development). When available, your use of the API is subject to these Terms and any published API documentation, scopes and rate limits; you are responsible for any application you build on it and for keeping your API credentials secure.

Model Context Protocol (MCP) servers. The Service lets you connect external MCP servers and tools so the AI Features can use them. An MCP server you connect is a Customer-Authorised Connection: you select and control it, the AI Features may exchange Customer Data with it and invoke actions on it according to your configuration, you are responsible for its security and for what is sent to or received from it, and its provider is not a Largence Sub-processor. Connect only MCP servers you trust, and apply appropriate scopes and limits, because such servers can receive Customer Data and perform actions on your behalf.

Your data stays yours. As between the parties, you own and retain all right, title and interest in your Customer Data, Inputs and Outputs. You grant Largence a limited, worldwide licence to host, process and transmit Customer Data, Inputs and Outputs solely to provide, maintain and secure the Service for you, and as instructed under the DPA.

No training on your data; strict-processor position. Largence does not use your Customer Data, Inputs or Outputs to train, fine-tune or improve any AI model. The AI features are powered by enterprise AI services from OpenAI and Anthropic (you may select which to use), which, under their enterprise and API terms, do not train their models on data submitted through their APIs; Largence has also adopted zero-data-retention settings with these providers so that your Inputs and Outputs are not retained by them after a request is processed. Largence does not use your Customer Data for any purpose other than providing the Service to you and as permitted by the DPA. You can read the providers' data-protection terms here: OpenAI and Anthropic. Processing of personal data within Customer Data is governed by the DPA, under which you are the controller and Largence is the processor.

Largence Materials. Largence and its licensors own all right, title and interest in the Largence Materials, including the platform, knowledge graph, statute index, templates, models and software. Except for the rights expressly granted, no rights are granted to you. Templates and clause banks are licensed to you for use in your professional work product; you may not extract, resell or redistribute them as a standalone product.

Feedback. If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction. Feedback is given voluntarily and need not contain Customer Data.

Usage data. We may collect and use technical and usage data about how the Service is accessed and used to operate, secure, support and improve the Service, provided that we do not use Customer Data content for this purpose and that any externally-shared usage data is aggregated and de-identified.

You agree to pay the Fees for your plan as set out at checkout or in your Order. Fees are billed in the currency stated for your plan (Nigerian Naira or Pounds Sterling) through our payment processors (Paystack and/or Stripe). You authorise us and our processors to charge your payment method for all Fees due.

Renewals. Unless stated otherwise, subscriptions renew automatically for successive periods equal to the then-current term, at the then-current Fees, unless cancelled before the renewal date in accordance with clause 15. We will give advance notice of renewal and of any Fee change where required by law (including, for consumer subscriptions, any applicable reminder and cancellation requirements).

Taxes. Prices displayed on our website are inclusive of any applicable value added tax (such as UK VAT or Nigerian VAT). Where the applicable VAT treatment or rate differs depending on your location or status, the tax component may be adjusted accordingly, and any VAT will be shown on your invoice. You remain responsible for any other taxes that apply to you, other than taxes on Largence's income.

Non-payment. If undisputed Fees are overdue, we may suspend access after reasonable notice. We may charge interest on overdue undisputed amounts at 4% per annum above the Bank of England base rate (for Sterling invoices) or above the Central Bank of Nigeria Monetary Policy Rate (for Naira invoices), accruing daily until paid.

Refunds. New paid subscriptions include a 14-day money-back guarantee: if you cancel within 14 days of first subscribing to a paid plan, you may request a full refund of that subscription. After that period, Fees are non-refundable except where the law requires otherwise (including statutory consumer cancellation rights), and cancellation stops future renewals without refunding the current period.

Each party may receive the other's confidential information. The receiving party will use it only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisers who need it and are bound by confidentiality. Your Customer Data is your confidential information. These obligations do not apply to information that is public through no breach, independently developed, or rightfully received from a third party, and do not prevent disclosure required by law (with notice where lawful).

Largence warrants that it will provide the Service with reasonable skill and care and substantially in accordance with its documentation, and that it will not materially decrease the core functionality of a paid plan during a paid term.

Disclaimer. Except as expressly stated in these Terms and to the fullest extent permitted by law, the Service and all Outputs are provided as is and as available, and Largence disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and that the Service will be uninterrupted, error-free or secure. Largence does not warrant that any Output is accurate, complete, current or legally sufficient. Nothing in these Terms excludes any warranty or liability that cannot be excluded by law.

Uncapped/excluded matters. Nothing in these Terms limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; a party's breach of the other's intellectual-property rights; the Customer's payment obligations; or any liability that cannot be limited or excluded under applicable law.

No indirect loss. Subject to clause 12.1, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive loss, or for loss of profit, revenue, goodwill, anticipated savings, or loss or corruption of data, in each case however arising.

Liability cap. Subject to clauses 12.1 and 12.4, each party's total aggregate liability arising out of or in connection with these Terms in any 12-month period will not exceed the total Fees paid or payable by you for the Service in the 12 months before the event giving rise to the liability.

Data-protection breach cap. Subject to clause 12.1, each party's aggregate liability for a breach of its data-protection obligations under the DPA and applicable data-protection law will not exceed two times the total Fees paid or payable by you for the Service in the 12 months before the event giving rise to the liability.

Allocation of risk; Outputs. You acknowledge that the Service is a tool whose Outputs require your professional verification, and that the Fees reflect this allocation of risk. To the fullest extent permitted by law, Largence is not liable for any loss arising from your reliance on an Output without the verification required by clause 4.2, or from your use of the Service in breach of these Terms.

By Largence. Largence will defend you against third-party claims that the Service, as provided by Largence and used in accordance with these Terms, infringes that third party's intellectual-property rights, and will indemnify you for amounts finally awarded or agreed in settlement, subject to clause 13.3. This does not apply to claims arising from Customer Data, Inputs, your modifications, your combination of the Service with other products, or your use in breach of these Terms.

By Customer. You will defend and indemnify Largence against third-party claims arising from your Customer Data, your Inputs, your use of any Output, your breach of these Terms or applicable law, or your professional or regulatory conduct.

The indemnified party must give prompt notice, reasonable cooperation, and control of the defence (no settlement imposing non-indemnified liability without consent). Indemnities are subject to clause 12 except where applicable law provides otherwise.

Largence's processing of personal data that you control is governed by the DPA, which forms part of these Terms. Largence's processing of personal data for which Largence is the controller (such as account, billing and website data) is described in the Privacy Policy.

Largence will maintain appropriate technical and organisational security measures designed to protect Customer Data, as described in the DPA. You are responsible for configuring access controls, roles and ethical walls appropriately for your organisation and matters.

These Terms apply from when you first accept them until all subscriptions have expired or are terminated. Each subscription runs for the term stated in your Order or at checkout.

Termination for cause. Either party may terminate for the other's material breach not cured within 30 days of notice (or immediately if incurable). We may terminate or suspend immediately if required by law, for serious or repeated breach of the Acceptable Use Policy, or to address a material security risk.

Suspension. We may suspend access where reasonably necessary to protect the Service or third parties, for non-payment under clause 9.4, or as required by law. We will limit the scope and duration of suspension to what is reasonably necessary and restore access promptly once the cause is resolved.

Effect of termination. On termination, your right to use the Service ends. You may export your Customer Data during the subscription and for 30 days after termination. After that period, Largence will delete or return Customer Data in accordance with the DPA, unless retention is required by law. Accrued payment obligations survive, as do clauses that by their nature should survive (including 8, 10, 11, 12, 13 and 18).

If you use the Service as a consumer (an individual acting outside your trade, business or profession), you have statutory rights that these Terms do not exclude or limit, including any statutory right to cancel and to a refund in defined circumstances. Where any provision of these Terms conflicts with your non-excludable statutory rights, those statutory rights prevail to the extent of the conflict.

We may improve and modify the Service over time. We will not materially reduce the core functionality of a paid plan during a paid term. We may discontinue a feature on reasonable notice; features marked beta or coming soon (such as Largence Projects) may change or be withdrawn.

We may update these Terms. For material changes we will give reasonable prior notice (for example, by email or in-product). Changes take effect on the stated date; continued use after that date constitutes acceptance. If you do not accept a material change, you may stop using the Service and, for paid plans, terminate and receive a pro-rata refund of pre-paid Fees for the unused period.

The governing law, courts or arbitral forum, and certain mandatory local terms depend on your location and are set out in the applicable Jurisdiction Schedule (Schedule 1 — Nigeria; Schedule 2 — England & Wales). The Jurisdiction Schedule for your location prevails over this clause to the extent of any conflict.

Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute through senior-representative discussions for 30 days, except where urgent injunctive relief is needed.

Notices. Legal notices to Largence must be sent to legal@largence.com and, where required, to our registered office at 3 Circus Drive, Cambridge, England, CB4 2BT. We may give notice to you by email or in-product.

Assignment. You may not assign these Terms without our consent, except to a successor of your business. We may assign to an affiliate or in connection with a merger, acquisition or sale of assets.

Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.

Entire agreement; severability; no waiver. These Terms (with the incorporated documents) are the entire agreement and supersede prior discussions. If any provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.

Third parties. Except as expressly stated, a person who is not a party has no right to enforce these Terms.