Terms of Service

Effective date: 29 June, 2025

These Terms of Service "Terms" constitute a legally binding agreement between TermsEngine, operated by Kredista Sp. z o.o., and you, the Client, who engages TermsEngine to provide document drafting, copy editing, template, or audit services via www.termsengine.com "the Website". If you do not agree to these Terms, you must not use the Website or commission any services.

1. Parties

1.1 Provider: TermsEngine is a legal service brand operated primarily by Kredista Sp. z o.o., a private limited company registered in Poland. For clarity, all contractual relationships initiated through this Website are governed by the laws of Ireland, and Kredista is the primary contracting and responsible entity for client engagements unless otherwise specified in writing.

1.2 Client: any individual, company, partnership, sole trader, or other legal entity that completes a Service order or accepts a quotation issued by TermsEngine, whether acting in a personal or business capacity.

1.3 Kredista has appointed an EU representative in Ireland (based in Ireland) for service of process purposes.

2. Definitions

2.1 Services: any document audit, drafting, copywriting or related consultancy delivered by us.

2.2 Documents: Terms and Conditions, Privacy Policies, Cookie Policies, Service Agreements, NDAs, disclaimers, or other content we draft for you.

2.3 Deliverables: the final Documents or audit reports supplied to you.

2.4 Order: your request for Services, whether placed through the Website, by email, or via signed quotation.

2.5 Business Day: any day other than Saturday, Sunday, or an Irish public holiday.

2.6 Confidential Information: any non-public information exchanged between the parties, including business processes, client data, pricing, and materials.

2.7 Consultation: one up-to-30-minute call included per Order.

2.8 Revision Round: one set of consolidated edits submitted within five Business Days.

3. Scope and nature of services

3.1 TermsEngine is not a law firm. Nothing in these Terms constitutes legal advice. Independent solicitor advice is recommended before relying on any Deliverables.

3.2 Custom versus Template Work: Unless expressly agreed as "template-only", each Document is drafted specifically for your business model and jurisdiction(s) based on information you supply.

3.3 Free Document Audit: A surface-level review identifying potential gaps ("red / amber / green" risk flags). It is informative only and creates no ongoing compliance duty.

3.4 Turnaround: Standard turnaround is four to five Business Days from receipt of (a) full payment or 50 % deposit and (b) all information reasonably requested. Expedited delivery may incur a surcharge.

3.5 Elements of our services may also be delivered or supported by affiliated entities.

3.6 One Consultation Limit: A single 30-minute Consultation call is included per Order. Additional calls are billed at €120 per hour, rounded to the nearest 15 minutes.

4. Client responsibilities

4.1 Accurate Information: You warrant that all information provided to us during the onboarding, drafting, or revision process is accurate, complete, and truthful to the best of your knowledge. You acknowledge that the quality, relevance, and legality of the Deliverables depend entirely on the accuracy of the data and instructions you supply.

4.2 Timely Feedback: You agree to review any drafts or communication from us within three (3) Business Days of receipt and to provide a consolidated response containing all proposed changes or corrections. If no response is received within this time, the Deliverables may be deemed accepted and the project concluded at our discretion.

4.3 Regulatory Compliance: You remain solely responsible for ensuring that any final Deliverables comply with laws applicable to your business, location(s), and industry. We do not guarantee regulatory compliance in jurisdictions outside of the ones you clearly disclose. You also acknowledge that the Deliverables do not replace independent legal advice.

4.4 Delays and Inactivity: If you fail to provide essential instructions, documentation, or content requested by us within five (5) Business Days, we reserve the right to (a) place the project on hold, or (b) terminate the project entirely without refund of the deposit. We are not responsible for any deadlines missed as a result of your delay.

4.5 Client-Induced Scope Creep: If you request significant changes after drafting begins — including changes in business model, target jurisdiction, services, or intended use of the documents — we reserve the right to treat such requests as a new Order and issue a revised quotation accordingly. No such work will proceed until additional fees are agreed.

4.6 Respectful Communication: You agree to engage in respectful and professional communication throughout the project. We reserve the right to terminate our engagement immediately if we are subjected to abusive, harassing, or unethical conduct.

4.7 Non-Cooperation: If you repeatedly delay feedback, fail to attend scheduled consultations, or otherwise impede project completion, we may deem the project fulfilled and close the file. Any further work may require a new contract and additional payment.

4.8 Third-Party Reliance: You acknowledge that our Deliverables are prepared exclusively for your internal business use. You may not rely on them to support the interests of third parties (e.g. investors, partners, customers, resellers) without our prior written consent.

4.9 Our data processing obligations are governed by our Data Processing Agreement, which forms part of these Terms.  

5. Fees, deposits and payment

5.1 Pricing and Currency: All prices are quoted in euro (EUR). Prices are exclusive of VAT unless expressly stated otherwise.

5.2 Deposit Requirement: A non-refundable deposit of 50% of the total quoted fee is required to confirm your Order and commence work. Work will not begin until the deposit is received and cleared.

5.3 Balance Payment: The remaining 50% is due upon delivery of the first draft. Full payment must be received before any finalised Deliverables are released in editable format or with full usage rights.

5.4 Late Payments: Balances not settled within seven (7) calendar days of becoming due will incur interest at a rate of 8% per annum above the European Central Bank (ECB) base rate, plus a flat €50 administrative surcharge for recovery costs, or the statutory minimum, whichever is higher. We reserve the right to withhold further services or initiate formal debt recovery in cases of persistent non-payment.

5.5 Payment Methods: Payment may be made via bank transfer or secure online card payment using Stripe. Cash payments are not accepted for remote engagements. You are responsible for ensuring that all transfer fees or currency conversion costs are covered in full.

5.6 Non-Completion Due to Client Delay: If a client becomes unresponsive or causes unreasonable delay of more than twenty (20) Business Days, the project will be deemed fulfilled, and any outstanding balance will remain payable.

5.7 No Right of Offset: You may not withhold payment of any sums due by reason of dissatisfaction or disputes unrelated to the invoiced service. Any complaints or concerns should be raised separately and will be handled in good faith.

6. Right to cancel and customised services

6.1 Waiver of Withdrawal Rights: Under the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013, individual consumers may ordinarily withdraw from a service contract within fourteen (14) calendar days. However, this right does not apply where the service involves customised or personalised content and the consumer has consented to the immediate commencement of work.

6.2 Express Waiver and Early Execution: By placing an Order and paying the required deposit, you explicitly request that we begin work immediately and acknowledge that the right to cancel under the EU withdrawal period is waived as soon as drafting commences. You further acknowledge that, once commenced, the service becomes non-refundable under consumer law.

6.3 Discretionary Refunds (Pre-Draft Only): If you cancel the Order before the first draft is delivered, we may issue a partial refund at our sole discretion, based on the value of work completed to date. Any refund will be subject to deductions for administrative time, consultation, and preparation.

6.4 No Refund Post-Draft: Once the first draft is delivered, all fees become non-refundable unless we have materially breached our obligations under these Terms in a manner that is not remedied within a reasonable period.

6.5 Unresponsiveness Treated as Completion: If you fail to provide requested input, feedback, or approvals for more than twenty (20) consecutive Business Days after we begin work, the project shall be considered fulfilled and closed. In such cases, any outstanding balance remains due, and no further services will be rendered without a new engagement and fee.

6.6 Client-Initiated Pauses: If you request to pause or delay the project for any reason after drafting has begun, we may accommodate this once, for a period of up to ten (10) Business Days. Additional delays or prolonged inactivity will trigger Section 6.5.

7. Revisions

7.1 Included Revision Round: The quoted fee includes one (1) Revision Round, meaning a single, consolidated set of reasonable edits, questions, or clarifications submitted within five (5) Business Days of draft delivery. Reasonable means minor wording changes, clarification of phrasing, or minor adjustments that do not alter the underlying scope.

7.2 What Constitutes a Revision Round: A Revision Round refers strictly to one compiled response. Multiple emails or piecemeal feedback sent over different days will be treated as multiple rounds unless pre-agreed. Revisions received outside the five-day window may be declined or treated as additional work.

7.3 Exclusions from Included Revisions: The following are not included in the base fee and will be quoted as new work:
 7.3.1 Requests for new jurisdictions, clauses, or content areas not originally discussed.
 7.3.2 Structural changes arising from major pivots in the business model or service offering.
 7.3.3 Modifications due to failure to disclose key facts or accurate details during intake.
 7.3.4 Edits based on subjective preference rather than error or clarity.

7.4 Additional Revisions: Further revision rounds beyond the included one will incur additional charges, quoted individually based on time and scope. No work will proceed until payment is received.

7.5 Revision Deadline: If no feedback is received within five (5) Business Days of draft delivery, the document will be deemed accepted and the project closed.

7.6 Client Delay or Scope Drift: If feedback introduces material changes not previously discussed, or if the client takes longer than ten (10) Business Days to compile revisions without a valid reason, we reserve the right to reclassify the work as a new order and charge accordingly.

8. Intellectual property

8.1 Ownership
All intellectual-property rights in the Deliverables, including copyright and database rights, remain the sole and exclusive property of TermsEngine (or its licensors) until full, cleared payment of all fees has been received.

8.2 Licence Scope
Upon full payment, we grant you a non-exclusive, non-transferable, worldwide and perpetual licence to use, reproduce and display the Deliverables strictly within your own organisation and for the purpose for which they were commissioned. This licence:

 8.2.1 Does not permit resale, sublicense, public distribution, publication on template marketplaces, or use by any parent, subsidiary, affiliate, or third party without our prior written consent.
 8.2.2 Does not allow removal or alteration of copyright notices, watermarks or attribution embedded in the Deliverables.
 8.2.3 Is automatically suspended if any outstanding balance remains unpaid or if you breach these Terms.

8.3 Prohibited Uses
You may not (a) create derivative works intended for commercial resale, (b) upload the Deliverables to open-source or AI-training repositories, (c) assign or transfer the licence as part of a business sale without our written approval, or (d) present the Deliverables as legal advice from a qualified solicitor unless independently verified by one.

8.4 Underlying Materials
All drafting methodologies, internal checklists, precedent clauses, and pre-existing templates used to generate the Deliverables remain our confidential know-how and proprietary material. No licence is granted in respect of these underlying resources.

8.5 Indemnity for Misuse
You agree to indemnify and hold us harmless against any claim, loss or cost arising from unauthorised reproduction, distribution, or modification of the Deliverables by you or parties under your control.

8.6 Portfolio Reference
We reserve the right to reference anonymised excerpts of Deliverables for portfolio, marketing or educational purposes unless you opt out in writing before project completion.

8.7 Breach and Termination
Any breach of this Section 8 will result in the immediate termination of the licence granted under clause 8.2 and may give rise to additional fees, damages and/or injunctive relief.

9. Confidentiality and data protection

9.1 Mutual Confidentiality Obligations
Both parties agree to treat all Confidential Information disclosed in connection with these Terms as strictly confidential. Each party shall:

 9.1.1 Keep such information secure, apply commercially reasonable safeguards (including access restrictions and encryption), and not disclose it to any third party without prior written consent.
 9.1.2 Use such information solely for the purpose of fulfilling obligations under this agreement and not for competitive, derivative, or personal advantage.
 9.1.3 Ensure that employees, contractors, or affiliates who access Confidential Information are bound by equivalent confidentiality obligations.

9.2 Data Processing and Compliance
We process Client personal data as a Controller in accordance with the EU General Data Protection Regulation (GDPR), the Irish Data Protection Acts 1988–2018, and any applicable Polish data protection legislation. For full transparency, refer to our published Privacy Policy.

9.3 Data Storage and Infrastructure
Project files and personal data may be securely stored on encrypted, access-controlled cloud servers located within the European Economic Area (EEA) or in jurisdictions that benefit from an EU adequacy decision. We do not permit offshore data transfers to non-compliant regions without implementing legally binding safeguards (e.g. Standard Contractual Clauses).

9.4 Non-Solicitation of Personnel
The Client agrees that, for a period of twelve (12) months from the final delivery date of any Service, you shall not directly or indirectly solicit, recruit, or engage (whether as employee, contractor, or consultant) any person who is or was employed or subcontracted by TermsEngine and who had direct involvement in the provision of services to you.

 9.4.1 Breach of this clause will result in a liquidated damages fee equal to six (6) months of the personnel's equivalent full-time gross salary or fees, or €15,000, whichever is higher.

9.5 Survival
The confidentiality and data protection obligations under this Section 9 shall survive termination of this agreement for a period of five (5) years.

9.6 Our data processing obligations are governed by our Data Processing Agreement, which forms part of these Terms.   

10. Limitation of liability

10.1 Nothing in these Terms shall exclude or limit our liability for death or personal injury caused by our negligence, fraud, fraudulent misrepresentation, or any liability that cannot be lawfully excluded under applicable Irish law.

10.2 Subject to clause 10.1, our total aggregate liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with the Services, shall not exceed the total amount actually paid by the Client for the specific Services giving rise to the claim. This cap on liability applies regardless of the number of claims.

10.3 We shall not be liable under any circumstances for:

 10.3.1 Indirect, incidental, special, punitive, or consequential loss or damage.
 10.3.2 Loss of profits, anticipated savings, business, revenue, goodwill, or data.
 10.3.3 Any fines, penalties, or enforcement action imposed by regulatory authorities.
 10.3.4 Losses arising from reliance on Deliverables where the Client provided incorrect, incomplete, or outdated information.
 10.3.5 Delays caused by the Client's failure to provide timely feedback, cooperation, or required materials.

10.4 All Deliverables are provided "as-is", without warranties of any kind, whether express or implied, including but not limited to fitness for a particular purpose, legal sufficiency, or merchantability. It is the Client's responsibility to obtain independent legal advice before relying on any content supplied.

10.5 No claim or legal proceeding may be brought more than twelve (12) months after the date of delivery of the relevant Service or Deliverable. Thereafter, any claim shall be deemed permanently waived.

10.6 The Client acknowledges that the fees charged for the Services reflect this allocation of risk and the limitations of liability stated herein.

11. Marketing reference

11.1 Unless the Client explicitly opts out in writing before project commencement, you grant us a non-exclusive, royalty-free, worldwide licence to reference your business name, trading name, logo, and non-confidential aspects of the project (e.g., document type, industry, or general scope) in our marketing materials. This may include use on our Website, social media profiles, proposals, client decks, email campaigns, and portfolio showcases.

11.2 We may also create anonymised or generalised case studies based on the nature of work performed for you, provided that such materials do not disclose sensitive business strategies, legal risks, or personal data without additional consent.

11.3 Any direct quotes, testimonials, or screenshots of your website will only be used with your written approval.

11.4 You may opt out of any specific marketing use at any time by contacting us at legal@termsengine.com. Upon receipt of such a request, we will cease using the specified content in future materials within a reasonable time.

11.5 Our use of client brand references does not imply endorsement or partnership unless otherwise agreed in writing.

12. Force majeure

12.1 Definition of Force Majeure
A "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party that prevents, impedes, or delays performance of its obligations under these Terms. Such events include, but are not limited to: acts of God, natural disasters (flood, storm, earthquake, lightning, wildfire), pandemics or epidemics, war, armed conflict, terrorism, civil unrest, riots, government embargoes or sanctions, changes in law or regulation, strikes or other industrial disputes, widespread utility or energy failures, shortages of materials, failures of telecommunications or internet backbone, ransomware or other malicious cyber-attacks, critical outages of cloud-hosting providers, and any sudden algorithmic or API changes by third-party platforms outside of our control.

12.2 Suspension of Obligations
If a Force Majeure Event occurs, the affected party shall be relieved from its affected obligations for the duration of the event, provided it:
12.2.1 promptly notifies the other party in writing, giving reasonable details of the Force Majeure Event; and
12.2.2 uses all commercially reasonable efforts to mitigate the impact and resume full performance without undue delay.

12.3 Exclusions
Force Majeure relief does not apply to the Client's obligation to pay invoices for work already performed or to any confidentiality obligations under Section 9.

12.4 Prolonged Events
If a Force Majeure Event continues for more than thirty (30) consecutive calendar days, either party may terminate the affected Order or project upon seven (7) days' written notice. In such case:
12.4.1 we will deliver all partially completed Deliverables that are in a commercially usable state; and
12.4.2 the Client shall pay for work completed up to the date of termination at the pro-rated contract value.

12.5 No Liability
Neither party shall be liable for any loss, damage, or penalty arising from a failure or delay in performing obligations due to a Force Majeure Event, provided it has complied with this Section 12.

13. Termination

13.1 Either party may terminate this Agreement with immediate effect if the other party commits a material breach of these Terms and fails to remedy such breach within seven (7) Business Days of receiving written notice specifying the breach and the remedy required.

13.2 We reserve the right to suspend or terminate Services without notice if the Client engages in abusive conduct, provides misleading or fraudulent information, fails to cooperate in good faith, becomes persistently unresponsive, or otherwise obstructs the delivery of Services.

13.3 Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, enters into administration, liquidation, or a composition with creditors, or ceases or threatens to cease carrying on business.

13.4 Upon termination for any reason:
13.4.1 All fees and expenses incurred up to the date of termination become immediately due and payable, including pro-rated fees for partially completed Services.
13.4.2 The Client shall not use or rely on any draft, incomplete, or unpaid Deliverables.
13.4.3 Licences granted under clause 8 shall immediately terminate unless and until full payment has been received.
13.4.4 We reserve the right to revoke access to files, draft documents, or consultation notes if payment remains outstanding.

13.5 No refunds will be issued upon termination unless otherwise agreed in writing or required by law.

13.6 Termination of this Agreement shall not affect any rights or obligations which have accrued prior to termination, including confidentiality, data protection, and limitation of liability.

14. Notices

14.1 Permitted Methods
All notices, demands, or other communications ("Notices") required or permitted under these Terms must be made in writing and delivered by:
14.1.1 Email to info@termsengine.com, marked "Attention: Legal Department TermsEngine."

14.2 Deemed Receipt
A Notice sent by email is deemed received at 09:00 Irish time on the next Business Day following successful transmission, provided no bounce-back or error message is received. 

14.3 Client Contact Details
For the purpose of service of Notices, the Client's contact details shall be those supplied in the most recent Order or onboarding form. The Client is responsible for ensuring these details remain current.

14.4 Change of Notice Details
Either party may change its designated email or postal address for Notices by giving the other party at least five (5) Business Days' prior written notice in accordance with this Section 14.

14.5 Validity of Email Notices
Electronic signatures and PDF-scanned signatures affixed to Notices shall be considered valid and binding to the fullest extent permitted by Irish and EU law.

14.6 No Informal Waiver
Informal communications, including instant messaging or social-media messages, do not constitute valid Notices under this Agreement unless expressly acknowledged in writing by an authorised representative of the receiving party.

14.7 Service of Proceedings
Nothing in this Section shall prejudice either party's right to serve legal proceedings by any method permitted under the laws of Ireland or the EU Service Regulation (Regulation (EU) 1215/2012).

15. Governing law and jurisdiction

15.1 These Terms and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with them shall be governed by and construed in accordance with the laws of Ireland.

15.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of Ireland to settle any dispute or claim that arises under or in connection with these Terms.

15.3 This choice of law and jurisdiction shall apply without prejudice to any mandatory consumer protection laws under EU Regulation (EC) No 593/2008 (Rome I) or other applicable law.

15.4 For clients based outside Ireland but within the EU, we retain the right to bring proceedings in the courts of your country of residence or registered business address, if required to enforce payment or contractual rights.

15.5 Nothing in this clause shall prevent us from seeking injunctive or interim relief in any jurisdiction, where necessary to protect our intellectual property, confidentiality, or commercial interests. 

16. Amendments

16.1 We may amend or update these Terms from time to time. Any updates will take effect only in relation to future Orders placed after the revised Terms are published on our Website at www.termsengine.com. It is your responsibility to check the Website for the current version before placing a new Order.

16.2 No amendment, waiver, or variation of these Terms in respect of an existing Order shall be binding unless expressly agreed in a written instrument signed or confirmed by both parties (email confirmation suffices for this purpose).

16.3 Continued use of our services after updated Terms have been published constitutes your acceptance of those revised Terms for future engagements only.

17. Severability and waiver

17.1 If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be deemed severed from these Terms. In either case, the remaining provisions shall remain in full force and effect.

17.2 No failure or delay by either party in exercising any right, remedy, or power under these Terms shall operate as a waiver of that or any other right, remedy, or power. Any waiver must be in writing and signed by the waiving party. A waiver of a single breach shall not constitute a waiver of any subsequent or continuing breach.

18. Entire agreement

18.1 These Terms, together with any written quotation or Statement of Work, constitute the entire agreement between the parties and supersede all prior discussions or representations.

18.2 Our data processing obligations are governed by our Data Processing Agreement, which forms part of these Terms.   

19. Legal entity and copyright

19.1© 2025 TermsEngine (Kredista Sp. z o.o.). All rights reserved. No part of the Website, documents, or services may be copied, reproduced, or distributed without prior written consent.