Legal Center

General Terms of Service

Last updated on 28th May 2026

These General Terms of Service (the "General Terms") govern the provision of all Services by Lexelerate OÜ, with its registered seat at Sepapaja 6, Lasnamäe District, Tallinn, Harju County, 15551, Estonia, company number 17224471 ("Lexelerate", "we", or "us"), to the customer identified in an Order Form ("Customer" or "you"). Lexelerate and the Customer are each a "Party" and together the "Parties".

These General Terms, together with each Order Form, the SaaS Terms and/or Consulting Terms, the Acceptable Use Policy, the Service Level Agreement, the Data Processing Agreement, and any other document incorporated by reference, form the agreement between the Parties (collectively, the "Agreement"). The Customer subscribes to specific Services, plans, and commercial terms by entering into one or more Order Forms that reference these General Terms. These General Terms do not govern use of the Whisperly website at whisperly.ai, which is subject to separate website terms of use.

By entering into an Order Form, or by accessing or using any Service, the Customer agrees to be bound by the Agreement. The person accepting the Agreement on behalf of the Customer represents that they are authorised to bind the Customer.

1. Definitions and Interpretation

1.1 In the Agreement, capitalised terms have the meaning given below or where first defined. Terms used but not defined in these General Terms have the meaning given in the SaaS Terms or the applicable Order Form.

"Affiliate" means an entity that controls, is controlled by, or is under common control with a Party, where control means ownership of more than fifty percent (50%) of the voting interests in that entity.

"Authorised User" means an individual whom the Customer authorises to access and use the Platform, being an employee, officer, or contractor of the Customer or its Affiliates, acting within the scope of the rights granted under the Agreement.

"Confidential Information" means any non-public information disclosed by or on behalf of one Party (the disclosing Party) to the other (the receiving Party) in connection with the Agreement, including Customer Content, content of the Order Form, the Services, software, templates, workflow designs, assessment methodologies, product features, pricing, and business, technical, or financial information, whether or not marked confidential, that the receiving Party should reasonably understand to be confidential.

"Consulting Services" means the advisory, data protection, AI governance, audit, training, external Data Protection Officer, and other professional services provided by Lexelerate to the Customer as set out in an Order Form.

"Customer Content" means any data, documents, files, materials, or information, including personal data, submitted by or on behalf of the Customer or its Authorised Users to the Platform or to Lexelerate in the course of receiving the Services.

"Data Processing Agreement" or "DPA" means the data processing agreement available in the Legal Center, governing the processing of personal data by Lexelerate on behalf of the Customer under Article 28 GDPR.

"Documentation" means the user guides, descriptions, templates, and other materials made available by Lexelerate describing the Services.

"Fees" means the amounts payable by the Customer for the Services as set out in an Order Form.

"GDPR" means Regulation (EU) 2016/679 and, where applicable, the United Kingdom General Data Protection Regulation and the Swiss Federal Act on Data Protection, as amended.

"Intellectual Property Rights" means all intellectual property rights of any kind, including rights in patents, trademarks, designs, copyright and related rights, database rights, trade secrets and know-how, and rights in software, source code, algorithms, and models, whether registered or unregistered, anywhere in the world.

"Order Form" means a signed order form or contract document between the Parties that references these General Terms, and other special terms, including SaaS Terms and/or Consulting Terms, and specifies the Services, the Customer and its Affiliates entitled to use the Service, the applicable plan, the term, the Fees, and any other commercial terms.

"Platform" or "Whisperly" or "SaaS" means the web-based software-as-a-service solution for data protection compliance, vendor assessment, and AI governance made available by Lexelerate at whisperly.ai, including updates and related features.

"SaaS Terms" means the Whisperly SaaS Terms available in the Legal Center, which apply specifically to the Customer's access to and use of the Platform.

"Services" means the SaaS (access to and use of the Platform), the Consulting Services, and any support, as set out in an Order Form.

"Subscription Term" means the term of the Customer's subscription to the Platform as specified in the applicable Order Form, including any renewals.

1.2 References to "writing" or "written" include email. Headings are for convenience only. The words "include" and "including" are not limiting.

1.3 Order of precedence. In the event of any conflict between the documents forming the Agreement, the following order of precedence applies: (a) the applicable Order Form; (b) the Data Processing Agreement; (c) the SaaS Terms / the Consulting Terms; (d) these General Terms; and (e) any other document incorporated by reference, except that a document lower in this order prevails to the extent it expressly states that it overrides a specific provision of a higher document.

2. Structure of the Agreement and Order Forms

2.1 The Customer orders Services by entering into an Order Form. Each Order Form specifies the Services ordered, the applicable plan, the term, the Fees, and any service-specific or commercial terms agreed between the Parties.

2.2 Each Order Form is governed by, and incorporates, these General Terms and, where the Order Form includes the SaaS, the SaaS Terms, and, where the Order Form includes the Consulting Services, the Consulting Terms. The Parties may enter into multiple Order Forms under these General Terms. Customer may enter into an Order Form on behalf of its Affiliates, in which case Lexelerate's contractual relationship is solely with Customer. Customer shall be responsible for all payments under this Agreement, regardless of which Affiliate uses the Service. Customer undertakes to ensure that each Affiliate complies with all obligations under this Agreement as if it were a party hereto, including but not limited to adherence to the Acceptable Use Policy and restrictions on access to and use of the Service. With respect to data protection, Customer shall be responsible for ensuring that any necessary legal basis, consents, authorizations, or agreements are in place between Customer and its Affiliates to lawfully enable the processing of personal data by Lexelerate on their behalf, including any cross-border transfers of personal data involving such Affiliates. Customer shall remain fully liable to Lexelerate for any act or omission of its Affiliates that would constitute a breach of this Agreement if committed by Customer.

2.3 These General Terms apply both to the SaaS and to the Consulting Services. Provisions that apply only to one type of Service are identified as such, and the SaaS Terms apply in addition to these General Terms wherever the SaaS is ordered while the Consulting Terms apply in addition to these General Terms whenever the Consulting Services are ordered.

3. Provision of the Services

3.1 SaaS. Subject to the Agreement and payment of the applicable Fees, Lexelerate grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term, for the Customer's internal business purposes. The SaaS is governed in detail by the SaaS Terms.

3.2 Consulting Services. Lexelerate shall provide the Consulting Services with reasonable skill and care and in a professional manner, as described in the applicable Order Form. The scope, deliverables, timeline, and Fees for Consulting Services are set out in the Order Form, and any change to scope shall be agreed in writing by the Parties.

3.3 Customer cooperation. The Customer shall provide Lexelerate with the information, materials, access, and cooperation reasonably required to provide the Services. Lexelerate is not liable for any failure or delay in performance to the extent caused by the Customer's failure to provide such cooperation or by inaccurate or incomplete information provided by the Customer.

3.4 No legal advice through the Platform. The Platform, the Documentation, and any output of the Platform are provided for information and decision-support purposes only and do not constitute legal advice.

4. Fees and Payment

4.1 The Customer shall pay the Fees set out in each Order Form. Unless the Order Form states otherwise, Fees for the SaaS are payable in advance, and Fees for Consulting Services are payable as set out in the Order Form. Invoices are payable within fifteen (15) days of the invoice date, by wire transfer in euros (EUR).

4.2 All Fees are exclusive of value added tax and any other applicable taxes, duties, or charges, including withholding taxes, which the Customer shall pay in addition. Payments shall be made in full, without set-off or deduction, except as required by law.

4.3 If the Customer believes an invoice is incorrect, it must notify Lexelerate within five (5) days of the invoice date; otherwise the invoice is deemed accepted. Disputed amounts shall be discussed in good faith, and undisputed amounts remain payable when due.

4.4 Lexelerate may revise the Fees with effect from the start of any renewal term or upon entry into a new Order Form. Fees agreed in an existing Order Form remain fixed for that Order Form's current term.

4.5 If the Customer fails to pay any undisputed Fee when due and does not remedy the failure within five (5) days of notice, Lexelerate may refuse to provide or suspend the affected Services in accordance with Article 9, without prejudice to its other rights.

5. Confidentiality

5.1 The receiving Party shall keep the disclosing Party's Confidential Information confidential, use it only for the purposes of the Agreement, and protect it with at least the degree of care it uses for its own confidential information, and in no case less than reasonable care.

5.2 The receiving Party may disclose Confidential Information only to its Affiliates, Authorised Users, employees, advisers, and subcontractors who need to know it for the purposes of the Agreement and who are bound by confidentiality obligations no less protective than these. The receiving Party remains responsible for their compliance.

5.3 Confidential Information does not include information that: (a) is or becomes public without breach of the Agreement; (b) was lawfully known to the receiving Party before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information.

5.4 A Party may disclose Confidential Information where required by law or a competent authority, provided that, where lawful, it gives the other Party prior notice and reasonable cooperation to seek protective measures.

5.5 These confidentiality obligations survive termination of the Agreement for five (5) years, and indefinitely for information that constitutes a trade secret for as long as it retains that status.

6. Data Protection

6.1 Where Lexelerate processes personal data on behalf of the Customer in providing the Services, Lexelerate acts as processor and the Customer as controller, and such processing is governed by the Data Processing Agreement, which forms part of the Agreement.

6.2 The Customer is responsible, as controller, for establishing a valid legal basis for the processing of personal data through the Services, for providing required information to data subjects, and for carrying out any data protection impact assessment required by applicable law. The Customer warrants that it is entitled to provide the Customer Content to Lexelerate for processing under the Agreement.

6.3 Each Party shall comply with its respective obligations under applicable data protection law, including the GDPR.

7. Intellectual Property and Feedback

7.1 Lexelerate and its licensors retain all Intellectual Property Rights in and to the Platform, the Services, the Documentation, and any deliverables, including all modifications and derivatives. Except for the limited rights expressly granted in the Agreement, no Intellectual Property Rights are transferred to the Customer.

7.2 As between the Parties, the Customer retains all rights in the Customer Content. The Customer grants Lexelerate a non-exclusive right to use the Customer Content solely to provide the Services and perform its obligations under the Agreement.

7.3 The Customer owns the outputs generated specifically for it through the Platform on the basis of its Customer Content, excluding any Lexelerate Intellectual Property Rights embedded in them, which Lexelerate retains.

7.4 Feedback. If the Customer or its Authorised Users provide any suggestions, ideas, or feedback regarding the Services, Lexelerate may use that feedback freely and without restriction to develop and improve its products and services, without obligation or attribution to the Customer, and Lexelerate retains all rights on such developments.

7.5 Usage data. Lexelerate may collect and use technical usage and operational data relating to the Customer's use of the Platform to operate, secure, and improve its products and services, provided that such data is used and disclosed only in an aggregated and anonymised form that does not identify the Customer, its Authorised Users, or any individual.

7.6 AI features. Customer Content will not be used to train Lexelerate's or any third party's general artificial intelligence models without the Customer's prior consent.

8. Warranties and Disclaimers

8.1 Each Party warrants that it has the authority to enter into and perform the Agreement. Lexelerate warrants that the SaaS will operate in substantial conformity with the SaaS Terms and Documentation, and that the Consulting Services will be performed with reasonable skill and care.

8.2 The warranties in Article 8.1 do not apply where non-conformity arises from the Customer's misuse, failure to use the Services in accordance with the Agreement, provision of incomplete or inaccurate information, unauthorised modification, or from any third-party service or system outside Lexelerate's reasonable control.

8.3 Except as expressly stated in the Agreement, and to the maximum extent permitted by applicable law, the Services are provided on an "as is" and "as available" basis, and Lexelerate disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Lexelerate does not warrant that the Services will be uninterrupted or error-free, or that any output will be accurate, complete, or reliable.

8.4 AI output. Any output, recommendation, assessment, or analysis produced by AI-enabled features of the Platform is provided for information and decision-support purposes only. Lexelerate does not warrant its accuracy, completeness, or fitness for purpose, and the Customer is solely responsible for independently verifying such output before relying on it for any compliance, legal, regulatory, or operational purpose.

9. Suspension

9.1 Lexelerate may suspend or restrict the Customer's access to the affected Services where: (a) the Customer fails to pay an undisputed Fee when due; (b) the Customer materially breaches the Agreement, including the Acceptable Use Policy; or (c) suspension is reasonably necessary to protect the security, integrity, or availability of the Platform, other users, or Lexelerate's systems.

9.2 Except where the circumstances make prior notice impractical or would increase risk, Lexelerate shall give reasonable prior notice before suspending access, shall apply any suspension in a proportionate manner, and shall restore access promptly once the relevant issue is resolved. Suspension does not relieve the Customer of its payment obligations.

10. Limitation of Liability

10.1 To the maximum extent permitted by applicable law, neither Party is liable for any indirect, special, incidental, consequential, or punitive damages, or for loss of profits, revenue, data, or anticipated savings, arising out of or in connection with the Agreement, even if advised of the possibility of such damages.

10.2 To the maximum extent permitted by applicable law, the total aggregate liability of each Party arising out of or in connection with the Agreement shall not exceed the total Fees paid or payable by the Customer under the applicable Order Form in the twelve (12) months preceding the first event giving rise to the claim. The existence of more than one claim does not increase this limit.

10.3 The limitations in this Article 10 do not apply to: (a) the Customer's obligation to pay Fees; (b) either Party's indemnification obligations; (c) a Party's gross negligence or wilful misconduct; (d) infringement of the other Party's Intellectual Property Rights; (e) breach of confidentiality obligations, or (f) any liability that cannot be excluded or limited under applicable law.

11. Indemnification

11.1 Lexelerate shall defend the Customer against any third-party claim that the Customer's use of the Platform in accordance with the Agreement infringes that third party's Intellectual Property Rights, and shall indemnify the Customer against costs and damages finally awarded or agreed in settlement, provided the Customer promptly notifies Lexelerate, gives Lexelerate sole control of the defence and settlement, and provides reasonable cooperation. This does not apply to claims arising from Customer Content, third-party services, modifications not made by Lexelerate, or use in breach of the Agreement.

11.2 The Customer shall defend and indemnify Lexelerate against any third-party claim arising from: (a) the Customer Content; (b) the Customer's use of the Services in breach of the Agreement or applicable law; or (c) any third-party service the Customer connects to the Platform.

12. Term and Termination

12.1 The Agreement takes effect on the effective date of the first Order Form and continues for as long as any Order Form remains in force. Each Order Form continues for the term stated in it and, unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term, renews for successive terms of equal length.

12.2 Either Party may terminate the Agreement or an affected Order Form for cause if the other Party materially breaches the Agreement and fails to remedy the breach within thirty (30) days after written notice, or immediately if the breach is incapable of remedy.

12.3 Either Party may terminate the Agreement immediately if the other Party becomes insolvent, enters liquidation, or is unable to pay its debts as they fall due.

12.4 On termination or expiry, all rights granted under the affected Order Form cease, the Customer shall pay all Fees accrued up to termination, and each Party shall return or destroy the other's Confidential Information, subject to any export rights set out in the SaaS Terms. Termination of one Order Form does not affect any other Order Form unless stated.

12.5 Any provision that by its nature should survive termination, including Articles 5, 7, 10, 11, and 13, survives termination of the Agreement.

13. Miscellaneous

13.1 Amendments to these General Terms. Lexelerate may update these General Terms, the SaaS Terms, and the other documents in the Legal Center from time to time. Material changes will be notified to the Customer, and the current versions are available in the Legal Center. Changes take effect on renewal of the applicable Order Form or, where they do not materially reduce the Customer's rights, on the date stated in the notice. The commercial terms of an existing Order Form are amended only by written agreement of the Parties.

13.2 Publicity. During the Subscription Term, Customer grants us a non-exclusive right to use Customer's name and logo to identify Customer as a user of the Services on Whisperly website, customer lists, and marketing materials, subject to Customer's applicable brand guidelines. Customer may withdraw this authorisation at any time by sending written notice to office@lexelerate.ai, whereupon Whisperly shall cease such use within 5 business days.

13.3 Assignment. Neither Party may assign the Agreement without the other's prior written consent, except that either Party may assign it to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, on notice to the other Party.

13.4 Notices. Notices must be in writing and given by courier or email to the addresses set out in the Order Form. A notice is deemed received: if by email, the day after sending; if by courier, on delivery.

13.5 Force majeure. Neither Party is liable for any failure or delay caused by events beyond its reasonable control, including natural events, acts of authority, war, civil unrest, strikes, serious cyber-attacks, internet or hosting failures, for the duration of the event.

13.6 Subcontracting. Lexelerate may use subcontractors to provide the Services and remains responsible for their performance. Sub-processing of personal data is governed by the Data Processing Agreement.

13.7 Free and Beta Services. Lexelerate may, from time to time, make available certain services at no charge, including access to a demo version of the Platform, beta features, or other limited-access functionality (collectively, "Free Services"). Free Services are provided on an "as-is" basis and are expressly excluded from any warranties, SLA commitments, or support obligations set out in this Agreement, unless otherwise expressly agreed in an Order Form or required by applicable law. The Customer's use of any Free Services is entirely at its own discretion and risk, and Lexelerate shall have no liability arising from or in connection with such use. For the avoidance of doubt, the provision of Free Services does not modify or limit any of the Customer's obligations or Lexelerate's rights under this Agreement, including with respect to intellectual property ownership, acceptable use, and confidentiality.

13.8 Severability and waiver. If any provision is held invalid, the remainder remains in effect, and the invalid provision is deemed amended to the minimum extent necessary to be valid. A failure to enforce any right is not a waiver of it.

13.9 Entire agreement. The Agreement constitutes the entire understanding between the Parties on its subject matter and supersedes all prior discussions. These General Terms do not govern use of the Whisperly website, which is subject to separate website terms of use.

13.10 Governing law and jurisdiction. The Agreement is governed by the laws of Estonia, without regard to its conflict of laws rules. The Parties shall seek to resolve any dispute amicably; failing which, the dispute is subject to the exclusive jurisdiction of the competent courts of Tallinn, Estonia. Nothing prevents a Party from seeking injunctive relief to protect its Intellectual Property Rights or Confidential Information in any competent court.