Legal Center

SaaS Terms

Last updated on 28th May 2026

These Whisperly SaaS Terms (the "SaaS Terms") apply specifically to the Customer's access to and use of the Whisperly Platform 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 in these SaaS Terms 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. These SaaS Terms do not govern use of the Whisperly website at whisperly.ai, which is subject to separate website terms of use.

1. Right to Access the Platform

1.1 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, solely for the Customer's internal business purposes and in accordance with the plan, scope, and any usage limits set out in the applicable Order Form.

1.2 The Customer may permit its Authorised Users to access the Platform within the scope of the applicable Order Form. The Platform is offered as a hosted solution, and the Customer has no right to receive or access a copy of the Platform's software or source code.

1.3 Where the Order Form specifies a number of Authorised Users, legal entities, or other usage limits, the Customer shall not exceed them. If the Customer wishes to increase the scope, the Parties shall agree the additional Fees by amending the Order Form or entering into a new one.

2. Accounts, Authorised Users, and Security

2.1 To access the Platform, the Customer and its Authorised Users must register with current, complete, and accurate information. Accounts are personal to each named Authorised User and may not be shared. Login credentials must be kept confidential and used only by the Authorised User to whom they are issued.

2.2 The Customer is responsible for all use of the Platform under its accounts, whether by Authorised Users or by any third party it permits, and for their compliance with the Agreement. The Customer shall ensure its Authorised Users comply with the Acceptable Use Policy.

2.3 The Customer shall notify Lexelerate without undue delay of any actual or suspected unauthorised access to, or use of, the Platform or any account.

2.4 A User who holds administrative rights may manage the Customer's account, including adding and removing Authorised Users and configuring access. The Customer is responsible for the actions of its administrators.

3. Acceptable Use and Restrictions

3.1 The Customer's and its Authorised Users' use of the Platform is subject to the Whisperly Acceptable Use Policy, which forms part of the Agreement and is available in the Legal Center.

3.2 Without limiting the Acceptable Use Policy, the Customer shall not, and shall not permit any Authorised User or third party to:

(a) provide access to, sublicense, rent, lease, or otherwise make the Platform available to any third party, or use it for the benefit of any third party, except as expressly permitted by the Order Form;

(b) copy, modify, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, structure, or underlying ideas, algorithms, or models of the Platform, except to the extent this restriction is prohibited by applicable law and then only on prior notice to Lexelerate;

(c) access or use the Platform to build, develop, or assist in building any product or service that is the same as, similar to, or competitive with the Platform, or to engage in competitive analysis or benchmarking, or to copy any feature, function, or graphic of the Platform;

(d) use any crawler, spider, scraper, or other extraction tool in connection with the Platform, except through any interface Lexelerate makes available for the purpose of exporting the Customer's own Customer Content or outputs;

(e) disrupt or interfere with the Platform, or attempt to gain unauthorised access to any account, system, network, or data; or

(f) use the Platform in violation of applicable law, or to store or transmit any unlawful, infringing, or harmful material, or any malicious code.

4. Customer Content

4.1 The Customer is responsible for the Customer Content it and its Authorised Users upload to or generate within the Platform. The Customer warrants that it is entitled to upload and process the Customer Content and that it does not infringe the rights of any third party or violate applicable law.

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

4.3 Lexelerate has no obligation to monitor Customer Content and does not do so, save as permitted under the Agreement or required by law. The Customer is responsible for maintaining its own copies of Customer Content and should not rely on the Platform as its sole record.

4.4 Where the Customer processes personal data of other individuals through the Platform, that processing is governed by the Data Processing Agreement. The Customer acknowledges that the Platform is not intended for the processing of special categories of personal data except where the Customer has ensured a lawful basis and appropriate safeguards.

5. AI Features

5.1 The Platform includes features that use artificial intelligence, including the AI Assistant. Output produced by these features is provided for information and decision-support purposes only, may be incomplete, inaccurate, or out of date, and does not constitute legal advice.

5.2 The Customer is solely responsible for reviewing and verifying AI-generated output before relying on it for any compliance, legal, regulatory, or operational purpose, and for ensuring its use of the AI features complies with applicable law and the Acceptable Use Policy.

5.3 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.

6. Availability, Support, and Updates

6.1 Lexelerate shall use commercially reasonable efforts to make the Platform available, except for scheduled maintenance, emergency maintenance, force majeure, or other circumstances beyond its reasonable control. Service levels, where agreed, are set out in the Service Level Agreement available in the Legal Center or in the applicable Order Form.

6.2 Support is provided as described in the applicable Order Form or the Service Level Agreement. Lexelerate shall provide reasonable onboarding guidance and shall make new features and updates available with accompanying documentation.

6.3 Lexelerate may issue updates to the Platform, which are provided automatically and at no additional charge. Lexelerate may modify, add, or discontinue features of the Platform, and shall give reasonable advance notice of any discontinuation that materially affects the Customer's use. Roadmaps and future plans are indicative and not binding.

7. Third-Party Services and Integrations

7.1 The Platform may permit the Customer to connect third-party services or integrations. The Customer is responsible for ensuring it is authorised to use such services and to share the relevant data with them. Lexelerate is not responsible for any third-party service, which is used at the Customer's own risk and is subject to the third party's own terms.

8. Suspension of Platform Access

8.1 Lexelerate may suspend or restrict access to the Platform in accordance with the suspension provisions of the General Terms, including for non-payment, material breach, or to protect the security, integrity, or availability of the Platform.

9. Data Export and Deletion on Termination

9.1 On termination or expiry of the Order Form for the SaaS, Lexelerate shall, for a period of 7 days, enable the Customer to access, download, and export its Customer Content in a commonly used, machine-readable format, at no additional charge.

9.2 After that period, Lexelerate may delete the Customer Content from the Platform in the ordinary course, subject to any retention required by law and to the Data Processing Agreement. The Customer is responsible for exporting its Customer Content before the end of the export period.

11. EU Data Act: Switching and Deletion (Annex to the SaaS Terms)

This Article 11 implements the switching and data-erasure rights under Regulation (EU) 2023/2854 (the "Data Act"). It forms part of, and is annexed to, these SaaS Terms. Where it conflicts with another part of the Agreement on a matter it covers, this Article 11 prevails for that matter.

11.1 When this applies. This Article 11 applies only where the Customer's registered location recorded on the Platform is within the European Union or the European Economic Area. It does not apply to accounts whose recorded location is outside the European Economic Area, nor to any trial, evaluation, or other non-production use of the Platform.

11.2 In this Article 11:

(a) "Transferable Data" means the Customer Content and associated digital assets that the Customer is able to retrieve from the Platform during a switching process, as described in the export guidance available in the Legal Center;

(b) "Receiving Provider" means another provider of an equivalent data processing service to which the Customer wishes to move;

(c) "Wind-Down Notice" means a notice period of up to two (2) months that begins when the Customer makes a valid request under this Article 11;

(d) "Export Window" means the period of thirty (30) calendar days following the Wind-Down Notice during which the Customer completes the export of its Transferable Data; and

(e) "Switching" means moving from the Platform to a Receiving Provider or to the Customer's own on-premises infrastructure.

11.3 Making a request. At any time during the Subscription Term, the Customer may ask Lexelerate to: (a) move away from the Platform and export its Transferable Data to a Receiving Provider or to its own infrastructure (a "Switching Request"); or (b) erase its Transferable Data from the Platform (a "Erasure Request"). Each request must state clearly that it is made under the Data Act and be sent to the contact address published in the Legal Center. A Wind-Down Notice of up to two (2) months applies to every such request.

11.4 How Switching works. On receipt of a valid Switching Request, the Wind-Down Notice begins, and the Export Window starts when it ends. If the Customer needs longer, it may ask Lexelerate in writing, before the Export Window expires, to extend it. Where completing the export within thirty (30) days is not technically feasible, Lexelerate will tell the Customer within fourteen (14) business days of the Switching Request, explain why, and propose a revised timetable, which will not exceed seven (7) months.

11.5 During a switching process, Lexelerate shall:

(a) make available suitable interfaces and the documentation needed to extract and transfer the Transferable Data;

(b) give the Customer, and any third party the Customer has authorised, reasonable assistance with the switch;

(c) take due care to preserve continuity and keep providing the Platform under the Agreement until the switch completes;

(d) inform the Customer of any continuity risks on Lexelerate's side that it is aware of; and

(e) maintain the security of the Platform throughout the process.

11.6 The Customer is responsible for:

(a) carrying out the export of its Transferable Data to the Receiving Provider or to its own infrastructure;

(b) completing that export within the Export Window; and

(c) telling Lexelerate in writing, without delay, once the export has been completed.

11.7 Acting through a third party. The Customer may authorise a third party, including its Receiving Provider, to act for it during the switch. The Customer must identify and authorise that third party in writing and give Lexelerate the information needed to work with it.

11.8 How Erasure works. On receipt of a valid Erasure Request, Lexelerate will erase the Customer's Transferable Data once the Wind-Down Notice has ended.

11.9 Termination and retention. The Agreement, in respect of the affected SaaS, ends on the "Closure Date", which is: for a Switching Request, the date the Customer confirms in writing that the export is complete or, if no such confirmation is given, the end of the Export Window; and for an Erasure Request, the end of the Wind-Down Notice. Lexelerate will continue providing the Platform until the Closure Date. Following a switch, Lexelerate will keep the Transferable Data available for retrieval for thirty (30) calendar days after the Export Window and will then permanently delete it, unless the Customer has asked in writing for a longer retention period. Where the Customer made an Erasure Request, Lexelerate will permanently delete the Transferable Data at the end of the Wind-Down Notice.

11.10 Fees on exit. Termination under this Article 11 does not relieve the Customer of its obligation to pay all Fees accrued or payable up to the Closure Date. Any early-termination charge applicable to ending the Subscription Term before its agreed end is as set out in the applicable Order Form.

11.11 Responsibility and indemnity. Consistent with the warranty and liability provisions of the General Terms, Lexelerate is not responsible for: (a) the compatibility or functional equivalence of the Transferable Data in any destination system; (b) any transformation or implementation needed to use the Transferable Data in a destination system; or (c) the acts of any third party, including a Receiving Provider, that the Customer authorises. The Customer is responsible for importing the Transferable Data into its own or a Receiving Provider's systems, and shall indemnify Lexelerate against any claim by its Authorised Users, Affiliates, Receiving Provider, or other third party arising out of a Switching Request or Erasure Request, except to the extent the claim arises from Lexelerate's breach of this Article 11.

These SaaS Terms are to be read together with the Whisperly General Terms, the Acceptable Use Policy, the Service Level Agreement, and the Data Processing Agreement, all available in the Legal Center.