These terms may be varied from time to time. The terms in force at the effective date of first use of first use of the forsyte application, available at www.forsyte.co shall govern the Agreement to the exclusion of all other terms and conditions.

Definitions

In these terms the following words shall have the following meanings:

"Agreement" means these terms and conditions, together with any order documentation and privacy policy.

"AI Features" means any feature or functionality within Forsyte that utilise artificial intelligence or machine learning capabilities.

"AI Input" means questions, instructions, or information including your data submitted to Forsyte AI Features for processing.

"AI Output" means any content, analysis, or recommendations generated by AI Features based on AI Input. AI Output does not include Forsyte's interface, templates, or other non-AI platform components.

"Beta Features" means any Forsyte functionality which we inform you is in beta, designated by us as experimental or developmental, provided for testing purposes with limited warranties.

"Charges" means the fees payable for use of Forsyte as detailed in your order documentation.

"Forsyte" means our cloud-based risk management software application and related services provided through www.forsyte.co for client and matter due diligence purposes.

"Risk Analysis" means algorithmic suggestions, risk flags, risk scores, or advisory outputs generated by Forsyte based on data analysis and policy parameters.

"Usage" means consumption-based utilisation of Forsyte features including but not limited to risk assessments, reports generated, data processing activities, and access to Beta Features.

"Usage Information" means anonymised data relating to platform usage patterns, feature utilisation, and system performance metrics collected by us to improve Forsyte services but explicitly excluding personal data and individual document viewing sessions.

"User" means any individual employed by or acting on behalf of the licensee who accesses Forsyte.

"We," "Us," "Our" and "Licensor" are references to Forsyte.

"Website" means our website located at www.forsyte.co.

"You" and "Your" and "Licensee" are references to the law firm, company, partnership, or organisation accessing and using Forsyte.

For the purposes of clause 5 “controller”, “processor”, “processing”, “data subject”, “personal data”, “personal data breach”, “technical and organisational measures” shall have the meanings given under the Data Protection Legislation.

For the purposes of this Section 5, "Data Protection Legislation" means the Data Protection Act 2018, the Data Protection and Digital Information Act 2025, UK GDPR, General Data Protection Regulation (EU) 2016/679, the Regulation of Investigatory Powers Act 2000, the Electronic Communications (EC Directive) Regulations 2003, and all applicable regulations relating to the processing of personal data and privacy (and any successor legislation), including guidance and codes of practice issued by the Information Commissioner or other supervisory authorities and the equivalent of any of the foregoing in the UK.

Grant of license

Subject to the terms of this Agreement, we grant you a non-exclusive, non-transferable license to access and use Forsyte through www.forsyte.co for risk assessment and risk management purposes.

Usage based model

Access to Forsyte features is provided on a consumption basis. Charges apply based on actual usage including:

1. Risk assessments performed
2. Reports and analyses generated
3. Data processing volumes
4. Advanced feature utilisation

Account activation

Users activate their license by creating an account and signing into Forsyte via www.forsyte.co. Each sign-in constitutes acceptance of these terms.

Representations and Misrepresentation 

Where you are acting in a business capacity, you confirm that you have not relied on any statements or representations made by us except those expressly set out in this Agreement, and you acknowledge that your sole remedy for any misrepresentation (excluding fraudulent misrepresentation) shall be limited to claims arising from terms expressly included in this Agreement.

SCOPE OF PERMITTED USE

Permitted Activities 

Forsyte may be used solely for:

1. Client due diligence and risk evaluation
2. Matter related risk analysis
3. Professional legal services within the UK jurisdiction
4. Internal law firm compliance and risk management

Platform Enhancement 

We are committed to continuous deployment of updates to the Forsyte application to:

1. Improve functionality and performance
2. Enhance security
3. Comply with legal or regulatory changes
4. Introduce new features

Usage Restrictions 

You must not:

1. Share login credentials or permit unauthorised access
2. Use Forsyte for illegal purposes or breach professional standards
3. Attempt to reverse engineer or replicate Forsyte functionality
4. Deploy automated systems that may negatively impact Forsyte resources
5. Commercialise Forsyte access or use for unauthorised business purposes

You must not use forsyte in ways that:

1. damages, impairs, or reasonably threatens to damage the reputation, goodwill, or business interests of Forsyte.
2. Compromises, disrupts, or undermines the security, stability, or integrity of Forsyte's network infrastructure, systems, or services;
3. Interferes with the normal operation of Forsyte's platform or degrades system performance for other users;
4. Creates liability exposure for Forsyte or brings Forsyte into public disrepute; 
5. Violates any applicable laws, regulations, or third-party rights in connection with Forsyte usage.

DATA SUMMARIES, CONTEXT AND PROFESSIONAL RESPONSIBILITY

Data Processing and Recommendations 

Forsyte provides risk assessment tools that generate data summaries, contextual information, and recommendations based on available data sources. It does not:

1. Make binding decisions on behalf of users
2. Replace qualified professional judgement
3. Guarantee the accuracy of risk predictions
4. Constitute legal or professional advice

Professional Responsibility 

You acknowledge that:

1. Final decisions remain with qualified legal/compliance professionals
2. Forsyte outputs require validation by competent personnel
3. Compliance with SRA/FCA/LEXCEL/CQS requirements and professional standards remains your responsibility
4. Independent verification of data summaries and recommendations is required before client advice

Third-Party Data Sources 

Forsyte incorporates data from reputable third-party sources. We:

1. Exercise due care in selecting data providers
2. Cannot guarantee the accuracy or currency of external data
3. Exclude liability for third-party data provider errors or omissions
4. May require acceptance of additional data provider terms

Responsible Use of Artificial Intelligence

Forsyte incorporates artificial intelligence and machine learning technologies to enhance risk assessment capabilities. You acknowledge that:

1. AI-generated outputs are processing analytical tools requiring human oversight and validation
2. All AI-driven risk analyses must be reviewed by qualified professionals before reliance
3. We maintain AI governance standards as detailed in our AI and Machine Learning Framework
4. You are solely responsible for all Inputs submitted to Forsyte AI Features
5. You must ensure AI Inputs comply with applicable law and do not violate third-party rights
6. You remain solely responsible for all professional decisions based on AI-assisted outputs
7. AI Outputs may not be unique, and similar content may be generated for other users
8. We commit to transparent AI practices in accordance with emerging regulatory standards

AI Training and Model Development: 

We do not use your data or AI Inputs/Outputs to train or improve underlying AI models. We may use machine learning techniques on AI Inputs and outputs to enhance knowledge of user behaviour, product development and optimise risk mitigation data. We will also use RAG (Retrieval-Augmented Generation) optimisation to improve LLM performance and accuracy. Our multi-modal AI approach utilises various specialised models, none of which are trained on your confidential information.

Our AI and Machine Learning governance framework available separately, sets out our approach to responsible AI development, bias mitigation, model transparency, and algorithmic accountability. This policy forms part of your professional compliance framework when using Forsyte.

DATA PROTECTION AND SECURITY

Data Protection Roles 

For the purposes of Data Protection Legislation, you are the data controller, and we are the data processor in relation to any personal data processed in connection with this Agreement. Any personal data processed by us shall be processed on your behalf in accordance with your instructions and the scope, duration, nature, and purpose of processing is as set out in our Privacy Policy.

Your Data Protection Obligations 

You warrant and undertake that:

1. All personal data provided to us has been lawfully obtained
2. You have obtained all necessary consents from data subjects or have another valid lawful basis for processing their personal data
3. Receipt, possession, or use of personal data in accordance with this Agreement will not breach any Data Protection Legislation or infringe third-party rights
4. You will ensure all data subjects receive copies of our Privacy Policy and relevant privacy notices
5. You will maintain appropriate documentation as required under Data Protection Legislation
6. You will implement appropriate technical and organisational measures to ensure security of personal data

Our Data Protection Obligations

We shall:

1. Process personal data only for the purposes of performing our obligations under this Agreement and in accordance with your written instructions, unless required otherwise by law
2. Implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing and accidental loss or destruction of personal data
3. Ensure all personnel with access to personal data are obliged to keep it confidential
4. Not transfer or process personal data outside the UK or European Economic Area unless compliant with Data Protection Legislation requirements
5. Assist you (at Your reasonable cost) in responding to data subject requests and ensuring compliance with Data Protection Legislation
6. Notify you without undue delay of any personal data breach
7. Maintain complete records to demonstrate compliance with data protection obligations
8. Delete personal data upon termination as directed by you, except where retention is required by law
9. Provide reasonable notice to You of the appointment of any new third-party processor of personal data, giving you an opportunity to object to the appointment and take into consideration any objections received.

Data Subject Indemnification 

You shall fully indemnify us against all losses arising from your failure to comply with Data Protection Legislation or your breach of the obligations in this Section

Security Measures 

We implement robust technical and organisational safeguards to protect your data, including:

1. End-to-end encryption for data transmission and storage
2. Regular security audits and assessments
3. Comprehensive access controls and activity logging
4. UK-domiciled data processing and storage facilities

Data Retention 

Your data is retained according to our Data Retention Policy and applicable legal requirements.

Data Transparency and Provenance 

We are committed to full data transparency and accountability. Upon reasonable request, we shall provide complete disclosure of all data suppliers and sources used in generating any Risk Analysis, including:

1. Identification of all data providers contributing to practice-level risk assessments
2. Specific data sources utilised for individual client risk evaluations
3. Detailed provenance information for matter-specific risk analyses
4. Documentation of data collection methodologies and update frequencies
5. Clear attribution of data elements to their respective suppliers

Such transparency disclosures shall be provided within a reasonable timeframe to enable you to maintain full accountability for professional advice given to clients based on Forsyte outputs.

Third-Party Processors 

You consent to us appointing the third-party data processors as set out in our Privacy Policy for the processing of personal data under this Agreement. You shall ensure that you obtain appropriate informed consent from data subjects in respect of the processing of any personal data relating to them, as may be required by such third-party processors.

Platform Usage Monitoring 

You acknowledge that:

1. We may monitor usage of Forsyte and www.forsyte.co to assist us in improving the platform and services
2. Any information collected will exclude personal data and individual document viewing sessions ("Usage Information")
3. The Usage Information shall be used internally by us for service improvement purposes
4. We may share Usage Information with our affiliated organisations solely for the purposes of training or providing Forsyte services

PAYMENT TERMS

Transaction-Based Billing 

Charges are calculated per transaction at the time of each risk assessment request and billed at least monthly in arrears. Detailed usage summaries are available within the Forsyte application for your review and monitoring.

Payment Obligations 

Payment is due within 14 days of invoice date. Overdue payments may incur interest at 8% above Bank of England base rate.

Annual Price Review 

We may increase our charges annually by an amount equal to the percentage increase in the Retail Prices Index published by the Office for National Statistics in the preceding 12-month period plus 5%. Where reasonably practicable, we will give you not less than 30 days' notice of any such price increase.

Risk Assessment Report Validity

Risk assessment reports are accurate at the time of generation. You remain responsible for ongoing monitoring of risk factors and the reliance for continued accuracy. Risk reviews may be conducted through automation rules within the Forsyte application to assist with ongoing monitoring requirements.

Billing Disputes 

Usage disputes must be raised within 30 days of invoice date with supporting documentation.

Refund Policy 

We reserve the right to evaluate refund requests on individual merit where:

1. Forsyte services cannot be delivered due to technical failures
2. External data sources are unavailable or return null results
3. Refunds are subject to third-party data provider policies

INTELLECTUAL PROPERTY

Forsyte Ownership 

We retain all right, title, and interest in Forsyte, including website, application user interface, risk flags, report templates, branding, algorithms, software, and methodologies.

User Data Rights 

You retain ownership of all data uploaded to or processed by Forsyte. We claim no proprietary rights in your data.

Generated Outputs 

Risk assessment reports and analyses generated for specific matters belong to you but may not be shared with any person or body outside of your organisation or used to reverse engineer Forsyte functionality.

License to Use Forsyte 

We grant you a non-exclusive, non-transferable, royalty-free licence to use Forsyte software and related intellectual property rights solely for receiving, accessing and using the platform in accordance with this Agreement. This licence:

1. Cannot be sub-licensed, assigned or transferred by you
2. Does not assign any intellectual property rights to you
3. Continues only as long as reasonably required for your use of Forsyte
4. May be terminated by us at any time at our sole discretion

Modification Restrictions 

You agree that you will not, and will ensure your users do not, change, amend, remove, alter, or modify:

1. Any materials, templates, or outputs provided by Forsyte
2. Any trademark, logo, or proprietary marking included in any Forsyte materials
3. The Forsyte platform interface or functionality

User Indemnification 

You shall indemnify us against all costs, claims, demands, actions, proceedings, liabilities, expenses, damages or losses arising from:

1. Your breach of this intellectual property section
2. Any claim for actual or alleged infringement of third-party intellectual property rights resulting from your use of Forsyte in combination with non-authorised systems or data

Licence Termination

If this Agreement expires or is terminated for any reason, all licences granted above shall automatically terminate and you must cease using any Forsyte intellectual property.

LIMITATION OF LIABILITY

Liability Cap 

Our aggregate liability under this Agreement shall not exceed the fees paid by you in the 12 months preceding any claim.

Consequential Damages 

Neither party shall be liable for indirect, incidental, or consequential damages, including:

1. Loss of profits or business opportunities
2. Professional negligence claims arising from reliance on Forsyte analyses
3. Regulatory penalties or professional disciplinary proceedings

Data Loss and Backup Responsibilities 

We implement industry-standard backup and recovery procedures for Forsyte. However, we shall have no responsibility for any data loss, corruption, or other damage suffered in connection with your use of Forsyte where such loss results from:

1. Your failure to follow our recommended data export procedures
2. Your failure to maintain appropriate records outside of Forsyte
3. Circumstances beyond our reasonable control including force majeure events
4. Third-party system failures or cyber-attacks affecting our infrastructure

We recommend that you regularly export critical data and maintain independent records of important risk assessments and decisions.

User Indemnification 

You shall indemnify us against claims arising from:

1. Improper use of Forsyte
2. Breach of professional conduct requirements
3. Unauthorised access or security breaches caused by your negligence

TERMINATION

Termination Rights 

Either party may terminate this Agreement with 30 days' written notice. We may immediately suspend access for:

1. Non-payment of charges
2. Material breach of Agreement terms
3. Suspected fraudulent or illegal use

Post-termination 

Upon termination:

1. Forsyte access ceases immediately
2. Outstanding charges remain payable
3. Your data will be returned or securely deleted per your instructions
4. Forsyte has discretion to charge for the service of returning data or analytics if the request occurs on or after termination
5. Confidentiality obligations continue indefinitely

PROFESSIONAL COMPLIANCE

SRA and FCA Compliance 

Forsyte provides tools designed to support compliance with Solicitors Regulation Authority and Financial Conduct Authority requirements, including:

1. Policies for risk management
2. A comprehensive list of relevant risk flags
3. Risk rules at practice, client and matter level
4. Risk assessment guided journeys
5. SME knowledge base
6. Notifications, escalations for compliance warnings
7. Firm Wide Risk Assessment reporting
8. Personna specific Risk Dashboards

You warrant that any deviation from the regulatory compliance tools provided by Forsyte that results in non-compliance with applicable professional or regulatory standards shall be your sole responsibility.

Record Keeping 

Whilst Forsyte provides access to dynamic reporting, you are responsible for maintaining appropriate records of Forsyte usage and risk assessment decisions in accordance with professional requirements.

BETA FEATURES

Continuous Development and Innovation 

As part of our commitment to continuous development and adoption of new technology, Forsyte may include Beta Features that represent the latest advances in risk assessment capabilities. 

Where you access Beta Features, you acknowledge:

1. Such features are part of our ongoing development and testing programme
2. Beta Features may have different performance characteristics than established features
3. There is a heightened risk of errors or defects
4. Limited warranties apply to Beta Features as set out below
5. Enhanced user scrutiny is required when using Beta Features

Enhanced User Scrutiny 

For Beta Features, users must:

1. Satisfy yourself that the content of the beta feature output is correct and accurate
2. Implement additional quality assurance measures appropriate to the Beta Feature status
3. Avoid sole reliance on Beta Feature results for critical business decisions
4. Report any issues or feedback promptly to us to support continued development

Limited Warranties for Beta Features 

We provide reduced warranties for Beta Features compared to established Forsyte functionality. We exclude liability for losses arising from Beta Features, except for:

1. Fraud or fraudulent misrepresentation
2. Liability that cannot legally be excluded

SERVICE DELIVERY AND ACKNOWLEDGEMENTS

Service Standards 

We shall use reasonable care and skill in deploying the Forsyte application to you and shall use only established and trusted data providers when obtaining information or data from third parties

Service Delivery 

You acknowledge and accept that:

1. It is your responsibility to determine whether all Forsyte product features and outputs are relevant and applicable to your requirements
2. Our only obligation is to exercise reasonable care and skill in developing and maintaining Forsyte product suite
3. We do not provide any compliance, legal advice or legal services, accounting, or other professional services advice by providing you access to Forsyte
4. We do not warrant the accuracy or timeliness of data provided by any third-party data providers
5. We are not liable for any loss or damage caused by any acts or omissions of a data provider or inaccuracies in or omissions from any responses provided by a data provider

Service Availability 

We cannot warrant or guarantee that Forsyte or www.forsyte.co will be uninterrupted or error free or free of viruses or other harmful components. We shall use reasonable endeavours to maintain access to Forsyte within any timescales indicated, but such delivery dates are estimates only.

Service Restoration 

Whilst we do not guarantee fault free services (it being technically impracticable to do so), we will use reasonable efforts to restore Forsyte to normal service levels as quickly as possible in the event of any failure.

PROFESSIONAL INDEMNITY INSURANCE

Insurance Coverage 

We maintain Professional Indemnity Insurance with maximum coverage of £10,000,000 to cover errors and omissions in Forsyte product output and behaviour.

Run-off Coverage 

Should we cease trading; run-off insurance coverage will be maintained for past Forsyte services for 6 years.

Insurance Confirmation 

We shall provide confirmation of insurance coverage upon your reasonable request.

FORCE MAJEURE

Force Majeure Events 

Neither party shall be liable for delays or failures due to events beyond reasonable control, including acts of God, war, terrorism, natural disasters, government actions, internet failures, or cyber-attacks.

Notification and Mitigation 

The affected party shall promptly notify the other party and use reasonable efforts to minimise impact and restore normal performance.

Extended Force Majeure 

If a force majeure event continues for more than 60 days, either party is entitled to give notice in writing to terminate any transactions pending under this agreement.

ASSIGNMENT AND TRANSFER

Assignment Restrictions 

Neither party may assign this Agreement without the other party's prior written consent, except:

1. We may assign to affiliates or in connection with a merger or sale
2. Assignment to successors in interest is permitted

Subcontracting 

We may use subcontractors but remain fully responsible for service delivery and compliance with this Agreement.

COMPLAINTS

Complaints Procedure 

Full details of our complaints procedure are set out on our website at www.forsyte.co. We will deal with any complaints made by you in accordance with our complaint's procedure.

EXIT ASSISTANCE

Transition Support 

Upon termination, we shall provide reasonable assistance for up to 90 days to help you transition to alternative solutions, including:

1. Data export in standard formats through the Forsyte platform
2. Documentation of current configurations
3. Limited technical support during transition

Transition Charges 

Exit assistance beyond standard data export shall be charged at our prevailing professional services rates.

GENERAL PROVISIONS

Governing Law 

This Agreement is governed by English law and subject to the exclusive jurisdiction of English courts.

No Partnership 

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties.

Third Party Rights The parties to this Agreement do not intend that any term of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to this Agreement.

Waiver Failure or delay by us in enforcing or partially enforcing any provision of this Agreement will not be construed as a waiver of any of our rights under this Agreement. Any waiver by us of any breach of, or any default under, any provision of this Agreement by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement.

Notices 

All notices under this Agreement shall be in writing and sent to the registered office address set out in the definitions or your address as provided during account registration, or to any other address either party has given to the other for that purpose.

Terms Precedence 

Where there is a conflict between the provisions of this Agreement and any terms and conditions of applicable third-party data providers, the provisions of this Agreement shall take precedence.

Entire Agreement 

This Agreement constitutes the complete agreement between the parties.

Amendments 

Material changes to this Agreement require 30 days' advance notice. Continued use after the notice period constitutes acceptance.

Severability 

Invalid provisions shall be severed without affecting the remainder of this Agreeme