Legal Center

Consulting Terms

Last updated on 28th May 2026

These Whisperly Consulting Services Terms (the "Consulting Terms") apply specifically to the Consulting Services provided by Lexelerate OÜ ("Lexelerate") to the Customer and form part of the Agreement. They apply in addition to the Whisperly General Terms (the "General Terms"), which govern all Services. Capitalised terms used but not defined here have the meaning given in the General Terms or the applicable Order Form. In the event of conflict, the order of precedence in the General Terms applies, and the applicable Order Form prevails for the engagement it describes.

1. Scope of the Consulting Services

1.1 Lexelerate shall provide the Consulting Services described in each Order Form. The specific type of Consulting Services, deliverables, scope, and any other relevant details are defined in the applicable Order Form and its Appendixes.

1.2 Each Order Form for Consulting Services sets out the scope, deliverables, timeline, assigned resources, and Fees for the relevant engagement. Any change to the scope or timeline shall be agreed in writing by the Parties before the additional work is performed.

1.3 Lexelerate shall perform the Consulting Services with reasonable skill and care and in a professional manner, using personnel with appropriate skills and experience. Unless expressly stated in the Order Form, the Consulting Services are provided on a reasonable-efforts basis and are not subject to any guarantee of a particular outcome or result.

2. Advice, Decisions, and Reliance

2.1 The Consulting Services, including any advice, recommendation, report, or deliverable, are provided to assist the Customer's own decision-making. All decisions on whether and how to act on the Consulting Services, and the implementation of any advice or recommendation, are the sole responsibility of, and shall be made by, the Customer.

2.2 Each deliverable is prepared for the Customer and for the specific purpose and engagement described in the Order Form. It may not be relied upon for any other purpose, and Lexelerate accepts no responsibility or liability to any third party who obtains access to or relies on a deliverable, unless Lexelerate has expressly agreed otherwise in writing.

2.3 The Consulting Services and any deliverable are based on the facts, information, and instructions provided by the Customer and on the laws and regulatory guidance in effect at the time. Lexelerate is under no obligation to update any deliverable for subsequent changes in fact or law unless engaged to do so under a further Order Form.

2.4 The Customer shall not represent that Lexelerate has approved or endorsed any matter beyond what is expressly stated in a deliverable, and shall not quote or refer to any deliverable publicly without Lexelerate's prior written consent.

3. Customer Responsibilities and Cooperation

3.1 The provision of the Consulting Services depends on the Customer's timely cooperation. The Customer shall:

(a) provide Lexelerate, promptly and throughout the engagement, with complete and accurate information, documents, and access reasonably required to perform the Consulting Services;

(b) notify Lexelerate of any change in the information or materials provided, and of any matter that may affect the Consulting Services;

(c) make available appropriate personnel and decision-makers to provide instructions and respond to requests within a reasonable time;

(d) be responsible for the operation of its own business and for its own compliance with applicable law;

(e) provide all documents and information to Lexelerate in English and in electronic form;

(f) provide any additional support, materials, information and/or resources, as defined in the applicable Order Form.

3.2 Lexelerate is not liable for any failure or delay in the Consulting Services, or for any deficiency in a deliverable, to the extent caused by incomplete, inaccurate, delayed, or missing information or materials provided by the Customer, or by the Customer's failure to follow Lexelerate's advice. Where the Customer's delay or omission prevents Lexelerate from proceeding, Lexelerate may suspend the affected Consulting Services on notice.

4. Deliverables and Intellectual Property

4.1 Definitions. "Lexelerate Materials" means all know-how, methodologies, templates, frameworks, tools, software, and other materials created before or independently of an engagement, or created by Lexelerate as a tool for performing the Consulting Services, including any modification or derivative of them. "Deliverables" means the materials that Lexelerate creates specifically for delivery to the Customer as a result of an engagement.

4.2 Lexelerate retains all Intellectual Property Rights in the Lexelerate Materials. On full payment of the Fees for the relevant engagement, Lexelerate assigns to the Customer the Intellectual Property Rights in the Deliverables, excluding any Lexelerate Materials embedded in them.

4.3 To the extent any Lexelerate Materials are embedded in a Deliverable, Lexelerate grants the Customer a non-exclusive, non-transferable, perpetual licence to use those Lexelerate Materials solely as part of the Deliverable and for the Customer's internal business purposes.

4.4 Nothing in these Consulting Terms prevents Lexelerate from using the general knowledge, skills, and experience gained in performing the Consulting Services, or from developing or providing similar services to other clients.

4.5 All Consulting Services and Deliverables are provided by Lexelerate in English and in electronic form. The Customer shall determine whether translation of any Deliverable into a local language is required under applicable national law or the practice of the competent supervisory authority; any such translation is the sole responsibility and expense of the Customer.

4.6 Any modification or amendment of a Deliverable that goes beyond technical modifications (such as changing names, addresses, or contact details) or modifications explicitly permitted by Lexelerate in writing, which are made by the Customer or any third party, shall exclude any liability of Lexelerate with respect to those modifications or any consequences arising therefrom.

5. Fees for Consulting Services

5.1 The Fees for the Consulting Services are set out in the Order Form, whether as a fixed fee, a recurring fee for a defined scope of hours, or on a time-spent basis. Fees are payable in accordance with Article 4 of the General Terms and any specific payment terms in the Order Form.

5.2 Where the Order Form provides for a defined scope of hours, services exceeding that scope are charged at the hourly rate stated in the Order Form. On the Customer's written request, Lexelerate shall provide an approximate estimate of additional hours before such work is performed; estimates are indicative and not fixed quotations, and Lexelerate shall inform the Customer before exceeding an estimate by more than a reasonable margin.

5.3 Unless the Order Form states otherwise, the Fees cover Lexelerate's service charges only. Third-party expenses and out-of-pocket costs (such as travel, official translations, or external filing fees) are charged in addition, subject to the Customer's prior written approval.

6. Warranty and Liability

6.1 Lexelerate warrants that the Consulting Services will be performed with reasonable skill and care. If the Consulting Services do not conform, and the Customer notifies Lexelerate in writing within eight (8) days of delivery of the relevant service or deliverable, Lexelerate shall, as the Customer's exclusive remedy, re-perform the non-conforming Consulting Services or, if it is unable to do so, refund the Fees paid for the non-conforming Consulting Services that have not been delivered.

6.2 Except as expressly stated, the Consulting Services and deliverables are provided without further warranty, and the warranty disclaimers and limitations of liability in the General Terms apply to the Consulting Services. For the avoidance of doubt, the aggregate liability cap in the General Terms applies to the Consulting Services by reference to the Fees paid under the applicable Order Form.

6.3 Lexelerate's liability under these Consulting Terms extends exclusively to Consulting Services and Deliverables provided in written or electronic form within the scope of a confirmed engagement. Lexelerate shall not be liable for oral advice, informal communications, or statements made outside the scope of a Deliverable. Lexelerate shall also not be liable for inadequate advice rendered on the basis of incorrect, incomplete, or untimely information or documentation provided by the Customer. Lexelerate shall not be liable for any interpretation, position, or decision of a competent authority that differs from the advice given in a Deliverable, where such interpretation or position was not publicly known or available at the time the Deliverable was issued. Unless the applicable Order Form expressly provides for ongoing regulatory monitoring, Lexelerate is under no obligation to monitor changes in applicable law, regulatory guidance, or supervisory authority positions after a Deliverable has been issued, nor to update or amend any previously issued Deliverable as a result of such changes. Where the Order Form does include a regulatory monitoring service, Lexelerate's obligation is limited to notifying the Customer of relevant changes; it does not extend to amending or re-issuing any previously delivered Deliverable unless separately agreed in writing.

6.4 No individual member of Lexelerate's personnel shall bear personal liability for any obligations of Lexelerate under this Agreement. Lexelerate's liability is limited exclusively to Lexelerate as an entity.

7. Term and Termination of Consulting Engagements

7.1 Each Consulting Services engagement continues for the term stated in the Order Form. The termination provisions of the General Terms apply. In addition, where an engagement is for ongoing services such as the DPO role, either Party may terminate that engagement on the thirty (30) days notice period.

7.2 On termination of a Consulting Services engagement, Lexelerate shall deliver any work-in-progress for which the Customer has paid, and shall hand over, in the case of the DPO role, the information reasonably necessary for an orderly transition. The Customer shall pay for all Consulting Services performed and expenses incurred up to termination date.

These Consulting Terms are to be read together with the General Terms and, where the Customer also subscribes to the Platform, the Whisperly SaaS Terms, all available in the Legal Center.