Terms & Conditions

Bosley LCI provides AI-assisted analysis, drafting suggestions, pattern recognition, information retrieval and commentary on construction, engineering and commercial contracts including (without limitation) NEC3, NEC4, JCT, FIDIC, IChemE, bespoke and amended forms. All output is generated in whole or in part by automated systems and large language models operated by us or by third-party providers. Output may be incomplete, out of date, inaccurate, misleading, biased, superseded, contradicted by subsequent authority, or inconsistent with the actual contract, applicable law, industry practice or any professional standard.

Nothing produced by, generated through, transmitted via, or derived from the Service constitutes: (i) legal advice; (ii) a legal opinion; (iii) a solicitor's, barrister's, counsel's or attorney's work product; (iv) a quantity surveyor's, cost consultant's, planner's or delay analyst's certification, valuation or determination; (v) an architect's, engineer's, project manager's, employer's agent's, contract administrator's or supervisor's decision, instruction, certificate or determination under any contract; (vi) expert evidence, expert opinion or expert determination; (vii) adjudication, arbitration, mediation or dispute board output; or (viii) any other regulated professional service.

No solicitor-client, adviser-client, retainer, expert-client, fiduciary, agency, partnership, joint-venture, employment or confidential professional relationship of any kind is created by your use of the Service. We do not owe you or any third party any duty of care, whether in contract, tort, equity, statute or otherwise, in respect of any output.

This clause 2 is a fundamental, non-severable condition of your use of the Service. You acknowledge and agree that you are solely, exclusively and personally responsible for:

• Checking every clause reference, sub-clause number, option letter, secondary option, X-clause, Y-clause, Z-clause, schedule reference, appendix, annexure and defined term against the executed hard-copy contract or the authoritative signed document before any external use whatsoever.
• Verifying every quoted or paraphrased passage character-for-character against the source document, including punctuation, capitalisation, numbering and any manuscript amendments.
• Confirming that the contract form, edition, year of publication, amendments, options selected, Z-clauses, Contract Data Part 1 and Part 2 entries, and any bespoke overlays identified by the Service actually match the instrument governing the matter.
• Confirming dates, sums, rates, quantities, currency, party names, addresses for notice, delivery methods and every procedural step, condition precedent and time bar.
• Obtaining independent qualified legal, contractual, quantum, delay, technical, insurance and commercial advice before taking, refraining from or communicating any step that has legal, financial, procedural, contractual, regulatory or reputational consequences.
• Applying your own professional judgement and satisfying yourself, on your own account and at your own expense, that any output is fit for the purpose to which you propose to put it.

You must not submit, serve, issue, file, plead, tender, publish, forward, forward-onward, share, disclose or attach any output from the Service to any third party, tribunal, adjudicator, arbitrator, dispute board, court, mediator, expert, insurer, regulator, funder, employer, contractor, sub-contractor, consultant, professional adviser or witness without first performing the verification described above and obtaining independent professional advice as appropriate. Any failure to do so is a material breach of these Terms and is a complete defence to any claim you or any third party may bring arising from that output.

The Service is provided strictly on an "as is", "as available" and "with all faults" basis. To the fullest extent permitted by law, and subject only to clause 6, we, our affiliates, licensors, suppliers, model providers, hosting providers and sub-processors expressly disclaim any and all representations, warranties, conditions, undertakings and terms, express, implied, statutory, collateral, customary or otherwise, including without limitation any warranty of accuracy, completeness, correctness, currency, timeliness, reliability, availability, security, fitness for any general or particular purpose, satisfactory quality, merchantability, title, quiet enjoyment, non-infringement, or that the Service, any output, any model, any embedding, any citation or any recommendation will be uninterrupted, error-free, reproducible, deterministic, free from bias, or free from harmful code.

Without limitation, we do not warrant that AI output correctly identifies the contract, correctly identifies the edition or option set, correctly numbers clauses, correctly quotes wording, correctly interprets any obligation, right, entitlement, defence, notice, time bar or condition precedent, or correctly applies any standard form or any applicable law. All statutory and implied warranties are excluded to the maximum extent permitted by law.

You knowingly, voluntarily and irrevocably assume all risk arising out of or in connection with your use of the Service and any reliance you or any person acting on your behalf or on your instructions places on any output. You accept that (a) AI output may be wrong even when it appears authoritative and internally consistent, (b) you are better placed than us to assess the accuracy of any output against the underlying documents and your matter, and (c) the price, gratuity or fee (if any) paid for the Service is agreed on the express basis that the risk allocation and limitations in these Terms apply.

You shall, on demand, fully indemnify, defend (with counsel of our choosing) and hold harmless Bosley LCI Ltd, its parent, subsidiaries and affiliates, and each of their respective past, present and future directors, officers, shareholders, members, employees, contractors, agents, consultants, licensors, suppliers, sub-processors, successors and assigns (each an "Indemnified Party") from and against any and all actions, causes of action, suits, claims, demands, proceedings, investigations, judgments, awards, orders, injunctions, settlements, losses, damages (including direct, indirect, incidental, special, consequential, exemplary and punitive), liabilities, fines, penalties, sanctions, interest, costs and expenses (including legal fees and disbursements on a full indemnity / solicitor-and-own-client basis, expert fees, investigation costs and management time) suffered or incurred by any Indemnified Party arising out of, in connection with, based upon, related to, or in any way attributable to (whether directly or indirectly, foreseeably or not, and whether arising in contract, tort (including negligence, gross negligence and misrepresentation), equity, statute, strict liability or otherwise):

• your access to or use of, or inability to use, the Service or any output;
• any reliance placed by you or by any third party (with or without your knowledge) on any output;
• any inaccuracy, error, omission, misquotation, misnumbering, misattribution, hallucination, fabrication, paraphrase, translation, ambiguity or misinterpretation in any output, regardless of cause and regardless of any negligence on our part or on the part of any Indemnified Party;
• your failure to verify clause references, quoted wording, contract identification, dates, sums, party names, procedural steps or time bars against the executed hard-copy or authoritative contract and applicable law prior to any submission, reliance, communication or omission;
• any notice, submission, referral, claim, defence, counterclaim, pleading, response, report, valuation, certificate, determination, adjudication referral, arbitration submission, court filing, witness statement, expert report, correspondence, email, presentation or communication issued, served, filed, delivered, sent or relied upon by you (or by any third party acting on your instructions, on your behalf, or with your material) that incorporates, is based on, or was informed by any output of the Service;
• any breach or alleged breach by you of these Terms, of any representation or warranty you make, of applicable law (including data protection, export control, anti-bribery, sanctions, competition and confidentiality law), of any professional rule, or of any third-party right (including intellectual property, privacy, confidentiality and contract);
• any content, document, data, prompt, instruction or material you upload, submit, transmit or make available through the Service, including any allegation that such material infringes any third-party right or was disclosed without proper authority;
• any dispute, claim, complaint or proceeding brought by any counterparty, employer, contractor, sub-contractor, consultant, insurer, funder, regulator, professional body, tribunal, court, adjudicator, arbitrator, employee or third party arising in whole or in part from output of the Service or from any act or omission by you in connection with the Service;
• any regulatory, disciplinary or professional-conduct action brought against any Indemnified Party as a consequence of your use of the Service.

We may, at our sole option and at your cost, assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate fully and shall not settle, admit liability, make any statement or compromise any claim without our prior written consent. This indemnity is unlimited in amount and duration, is in addition to (and not in substitution for) any other right or remedy we may have at law or in equity, and survives termination, suspension, expiry, cancellation or modification of the Service or of these Terms.

To the fullest and maximum extent permitted by law, and notwithstanding any other provision of these Terms, any course of dealing, any failure of essential purpose of any limited remedy, or any allegation of negligence, gross negligence, breach of contract, breach of statutory duty, misrepresentation, restitution, strict liability or otherwise, no Indemnified Party shall have any liability of any kind whatsoever to you, to any user, to any person claiming through or under you, or to any third party, arising out of, in connection with, or in any way related to the Service, any output, any model, any act, omission, error, delay, outage, or these Terms. Our total, aggregate and cumulative liability is expressly excluded and is agreed to be zero (£0.00).

Without limitation, no Indemnified Party shall be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, nor for any loss of profits, revenue, contracts, business, opportunity, savings (anticipated or actual), goodwill, reputation, data, use, corruption of data, wasted expenditure, management time, or any other loss of any nature, whether foreseeable or not, and even if advised of the possibility of such loss.

You agree that any claim you may nevertheless purport to bring must be commenced within six (6) months of the act or omission giving rise to it, failing which the claim is irrevocably time-barred, waived and released. You further agree not to commence, join or fund any class action, collective action or representative proceeding against any Indemnified Party.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation. Where any part of this clause 6 is held unenforceable, the remainder continues in force and the unenforceable part is modified to the minimum extent necessary to be enforceable while preserving the parties' intent that our liability be as close to zero as the law allows.

You warrant that you will not, and will not permit or enable any third party to: (a) upload or process any document you are not lawfully authorised to upload or process; (b) upload material subject to legal privilege or confidentiality obligations that prohibit disclosure to a cloud AI service, without obtaining every required consent; (c) upload personal data beyond what is strictly necessary, or any special-category data, without a lawful basis; (d) reverse engineer, decompile, probe, scrape, benchmark, mirror, fine-tune on, distil, or overload the Service or any underlying model; (e) circumvent any rate limit, access control or security control; (f) generate or disseminate content that is unlawful, defamatory, harassing, discriminatory, deceptive, or infringing; (g) use the Service to build a competing product; or (h) use the Service in any way that violates applicable law, regulation or professional rule.

Documents, prompts and metadata you submit may be processed by us and by third-party model, hosting, search, embedding and analytics providers, in the United Kingdom, the European Economic Area, the United States and other jurisdictions. You represent and warrant that you have all necessary rights, licences, consents and authorities to submit such material and to permit that processing. You are solely responsible for redacting, anonymising or pseudonymising material as required.

Output is provided for your internal use subject to these Terms. We retain all rights, title and interest in the Service, models, prompts, templates, taxonomies, embeddings, benchmarks and platform. To the extent any output could be considered created by us, you receive a non-exclusive, non-transferable, revocable licence to use it internally in accordance with these Terms; that licence terminates automatically on breach.

We may modify, suspend, degrade, throttle, restrict or discontinue the Service, any feature, any model or any output format at any time, with or without notice, and without liability. We may terminate or suspend your access immediately if we reasonably suspect any breach of these Terms, any misuse, or any risk to the Service or to others. On termination, clauses 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13 and 14, and any other clause which by its nature should survive, survive termination.

The Service depends on third-party foundation models, APIs, infrastructure and data feeds. Their errors, outages, changes, retirements, policy updates, rate limits and terms may affect the Service. We accept no liability for any act or omission of any third-party provider, and any right or remedy you may have in respect of any third-party provider is against that provider directly and not against us.

No Indemnified Party is liable for any failure or delay in performance caused by any event beyond its reasonable control, including without limitation act of God, war, terrorism, cyber-attack, denial-of-service, model provider outage, hosting outage, network outage, power failure, industrial dispute, epidemic, pandemic, government action, sanction or change of law.

We may amend, restate or replace these Terms from time to time by posting the revised version, updating the version number, or notifying you within the Service. The revised Terms take effect on posting. Your continued use of the Service after posting constitutes binding acceptance of the revised Terms. It is your responsibility to check the current version before each use.

These Terms, their subject matter, their formation, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or the Service are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the Service, save that we may bring proceedings against you in any jurisdiction in which you are established, hold assets or acted or omitted to act in reliance on any output.

Entire agreement. These Terms constitute the entire agreement between you and us in relation to the Service and supersede all prior representations, understandings and agreements. You confirm you have not relied on any statement, representation, assurance or warranty not expressly set out in these Terms.

Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable, the remainder shall continue in full force and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving intent.

No waiver / no election. No failure or delay by us in exercising any right is a waiver of it. No single or partial exercise precludes further exercise.

Assignment. You may not assign, novate, sub-license or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign, novate or sub-license freely.

Third-party rights. Except that each Indemnified Party may enforce the indemnities and limitations for its own benefit under the Contracts (Rights of Third Parties) Act 1999, a person who is not a party to these Terms has no right to enforce any of them.

Notices. Notices to us must be in writing sent to your Bosley LCI account contact and are effective on our written acknowledgement.

Construction. The words "including", "in particular" and "such as" are illustrative and do not limit the sense of preceding words. Headings are for convenience only.

Questions about these Terms may be sent to your Bosley LCI account contact.