Terms & conditions
of service.

1. Definitions

In these Terms and Conditions:

• “Agreement” means these Terms and Conditions together with any Order Form, Service Schedule, or Subscription Agreement entered into between the parties.
• “Vendor” means Oberon Ireland, with its principal place of business in Ireland.
• “Client” means the law firm, barrister, solicitor, or other legal professional entity that registers for and uses the Service.
• “Authorised User” means any individual employed by or acting on behalf of the Client who is permitted to access the Service under the Client’s account.
• “Service” means the Oberon legal practice management software platform, including all modules (email client, matter management, accounts, AI research tools, document management, billing, and all other features), provided as software-as-a-service via the internet.
• “Data” means all data, content, and information submitted to or processed by the Service by the Client or any Authorised User.
• “Confidential Information” means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
• “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, database rights, and all other intellectual or industrial property rights of any kind.
• “Force Majeure Event” means any event beyond a party’s reasonable control, including acts of God, war, terrorism, civil disorder, pandemic, epidemic, government action, industrial disputes, interruption to power or telecommunications infrastructure, or failure of third-party services.
• “AI Features” means artificial intelligence, machine learning, and large language model-powered features within the Service, including but not limited to AI3, Deep AI, AI Polish, and any related functionality.
• “Third-Party Services” means external services, APIs, or platforms integrated with or used by the Service, including but not limited to email providers, cloud infrastructure providers, and AI model providers.
• “Regulator” means the Law Society of Ireland, the Bar of Ireland, or any other regulatory body with jurisdiction over the Client’s professional activities.

2. Acceptance of Terms

2.1By accessing or using the Service, the Client and each Authorised User agree to be bound by this Agreement. If you do not agree to these terms, you must not access or use the Service.

2.2This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

2.3The Client represents and warrants that it has the authority to enter into this Agreement and that its Authorised Users will comply with these terms.

2.4This Agreement is governed by the laws of Ireland and the parties submit to the exclusive jurisdiction of the Irish courts.

2.5The Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using the Service, you represent that you are at least 18 years old.

3. The Service

3.1The Vendor will use commercially reasonable efforts to make the Service available to the Client while the Client’s account remains active.

3.2The Vendor reserves the right at any time and without notice to:

1. Modify, suspend, or discontinue any part of the Service or any feature thereof;
2. Impose limits on certain features or restrict access to parts of the Service;
3. Update, upgrade, or patch the Service, including during scheduled or emergency maintenance windows;
4. Change the technical specifications, user interface, or functionality of the Service.

3.3The Client acknowledges that the Service is provided over the internet and that the quality and availability of the Service may be affected by factors outside the Vendor’s control, including the Client’s internet connection, hardware, and the availability of Third-Party Services.

3.4The Vendor provides no guarantee of uninterrupted, error-free, or continuous availability of the Service. The Service is provided on an “as is” and “as available” basis.

3.5The Vendor may introduce new features, modules, or functionality at additional cost. The availability of any particular feature does not guarantee its continued availability.

3.6The accounting features which form part of the Service are intended to be an aid for legal practice accounting. The Client is solely responsible for ensuring that its use of these features complies with applicable Solicitors Accounts Regulations and professional accounting standards.

4. Service Levels

4.1The Vendor will use commercially reasonable efforts to maintain the availability of the Service with a target uptime of 99.5% measured on a monthly basis, excluding scheduled maintenance windows and Force Majeure Events.

4.2Scheduled maintenance will, where practicable, be carried out during off-peak hours and the Vendor will use reasonable efforts to provide advance notice of planned downtime via email or in-application notification.

4.3In the event of an unscheduled service interruption, the Vendor will use commercially reasonable efforts to restore the Service as promptly as possible and will provide status updates where practicable.

4.4Technical support is available to Authorised Users with active accounts via email at [email protected] during business hours (Monday to Friday, 9:00–17:30 Irish time, excluding public holidays).

4.5The service level targets set out in this clause are targets only and do not constitute a warranty or guarantee of availability. Failure to meet these targets shall not constitute a breach of this Agreement.

5. Billing and Payment

5.1The Service operates on a pay-as-you-go basis. Access to the Service is subject to the Client maintaining a positive account balance or having an active auto-recharge arrangement in place.

5.2All fees are stated exclusive of VAT. VAT will be charged at the applicable rate in accordance with Irish and EU law.

5.3Usage is metered and charged at the per-unit rates published on the Vendor’s website or as otherwise agreed. Charges are deducted from the Client’s prepaid account balance. Invoices are generated on a weekly basis and detail all usage charges for the preceding period.

5.4The Vendor reserves the right to vary per-unit rates by giving not less than thirty (30) days’ written notice to the Client. Continued use of the Service after the notice period constitutes acceptance of the revised rates.

5.5All prepaid credit is non-refundable except as expressly stated in this Agreement or as required by Irish consumer or contract law.

5.6Where a Client’s account balance is insufficient to cover outstanding charges, the Vendor may suspend access to metered services until the balance is replenished. A reconnection fee may apply at the Vendor’s discretion.

5.7The Vendor may charge interest on overdue amounts at the rate provided for under the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012), as amended.

5.8The Client may configure automatic balance replenishment (“auto-recharge”) by authorising the Vendor to charge the Client’s payment method when the account balance falls below a Client-specified threshold. The Client may modify or cancel auto-recharge at any time through the Service dashboard.

5.9There are no per-user fees. The Client may add unlimited Authorised Users at no additional charge. All charges are based solely on usage of metered services.

6. Free Credit and Promotional Offers

6.1The Vendor may, at its discretion, offer free credit, voucher codes, or promotional offers to new or existing Clients. Eligibility for such offers is determined by the Vendor in its sole discretion.

6.2Free credit is applied to the Client’s account balance and consumed through normal usage. When all credit is exhausted and no further funds are added, the Client’s access to metered services will be suspended until additional credit is purchased. Data entered during any promotional period will be retained in accordance with the Vendor’s data retention policy.

6.3The Vendor reserves the right to modify, suspend, or withdraw free credit and promotional offers at any time without notice.

7. Authorised Users and Access

7.1The Client is solely responsible for managing access to the Service by its Authorised Users, including creating, maintaining, and revoking user accounts.

7.2Each Authorised User must maintain the confidentiality of their login credentials. The Client is responsible for all activity occurring under its account, whether or not authorised.

7.3The Client must promptly notify the Vendor if it suspects any unauthorised access to or use of its account.

7.4The Client must not share login credentials between Authorised Users. Each user must have their own individual account.

7.5The Vendor may suspend access to any user account that it reasonably believes poses a security risk or is being used in breach of this Agreement.

7.6The Client is responsible for ensuring that all Authorised Users are made aware of and comply with the terms of this Agreement.

7.7The Vendor may, at its discretion, require all Authorised Users to use two-factor authentication when logging in to the Service.

8. Acceptable Use

8.1The Client and its Authorised Users must use the Service only for lawful purposes and in accordance with this Agreement.

8.2The Client must not, and must ensure that Authorised Users do not:

1. Use the Service in any manner that violates applicable Irish or EU law, including data protection law, anti-money laundering regulations, or professional conduct rules of the Law Society of Ireland or the Bar of Ireland;
2. Upload, store, or transmit any material that is unlawful, defamatory, fraudulent, or that infringes any third party’s Intellectual Property Rights;
3. Attempt to gain unauthorised access to any part of the Service, its infrastructure, or any other user’s data;
4. Use the Service to transmit unsolicited commercial communications or spam;
5. Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Service;
6. Resell, sublicense, or provide access to the Service to third parties without the Vendor’s prior written consent;
7. Use the Service to store or process data in a manner that would violate attorney-client privilege or professional secrecy obligations in a way that creates liability for the Vendor;
8. Introduce viruses, malware, or other malicious code into the Service;
9. Use automated scripts, bots, or scrapers to access the Service in a manner not permitted by the Vendor;
10. Attempt to overload or disrupt the Service or its infrastructure.

8.3The Vendor reserves the right to immediately suspend the Client’s access to the Service without liability where it reasonably believes the Client or any Authorised User is breaching this clause.

9. Data and Privacy

9.1The Client retains ownership of all Data it submits to the Service. By submitting Data, the Client grants the Vendor a limited licence to process that Data solely for the purpose of providing and improving the Service.

9.2Each party shall comply with its respective obligations under the General Data Protection Regulation (EU) 2016/679 (GDPR) as retained in Irish law, the Data Protection Acts 1988–2018, and all other applicable data protection legislation.

9.3To the extent the Vendor processes personal data on behalf of the Client as a data processor, a separate Data Processing Agreement (DPA) shall govern such processing. The Client’s use of the Service constitutes acceptance of the DPA, which is incorporated into this Agreement by reference.

9.4The Client, as data controller, is solely responsible for:

1. Ensuring it has a lawful basis for processing all personal data submitted to the Service;
2. Providing appropriate privacy notices to data subjects;
3. Responding to data subject requests under GDPR;
4. Ensuring that any personal data submitted complies with applicable data protection law.

9.5The Vendor implements reasonable technical and organisational security measures to protect Data. However, the Vendor does not warrant that the Service is immune to security breaches and accepts no liability for any breach caused by factors outside its reasonable control.

9.6The Client acknowledges that data transmitted over the internet involves inherent risks and the Vendor cannot guarantee complete security of data in transit.

9.7The Vendor may process anonymised and aggregated data derived from use of the Service for the purposes of service improvement, analytics, and product development, provided that such data cannot reasonably be used to identify the Client or any individual.

9.8Upon termination of the Client’s account, the Vendor will retain the Client’s Data for a period of ninety (90) days, during which the Client may request an export. After that period, the Vendor may delete the Data without further notice. The Vendor accepts no liability for any Data deleted after this period.

9.9The Vendor maintains a managed backup service to facilitate disaster recovery. The Vendor’s backup procedures are provided as a reasonable precaution only and do not constitute a guarantee against data loss. The Client is responsible for maintaining adequate independent backups of its Data.

10. Sub-processors

10.1The Client acknowledges that the Vendor engages third-party sub-processors to assist in providing the Service. These sub-processors may include cloud hosting providers, AI model providers, email infrastructure providers, and payment processors.

10.2The Vendor shall maintain an up-to-date list of sub-processors and shall make this available to the Client upon request.

10.3The Vendor shall ensure that any sub-processor engaged is bound by data protection obligations no less onerous than those set out in this Agreement and the DPA.

10.4The Vendor shall notify the Client of any intended changes to its sub-processors, giving the Client the opportunity to object to such changes on reasonable data protection grounds.

11. AI Features — Special Conditions

11.1The AI Features within the Service are provided as tools to assist legal professionals. They do not constitute legal advice and must not be relied upon as a substitute for professional legal judgement.

11.2The Client acknowledges that:

1. AI outputs may be inaccurate, incomplete, misleading, or out of date;
2. AI models may generate plausible-sounding but factually incorrect statements, including false citations, incorrect legal references, or erroneous analysis (“hallucinations”);
3. All AI-generated content must be independently verified by a qualified legal professional before any reliance is placed upon it;
4. The Vendor makes no warranty as to the accuracy, fitness for purpose, or reliability of any AI-generated output.

11.3The Client is solely responsible for:

1. Reviewing and verifying all AI-generated content;
2. Ensuring that AI outputs are not relied upon without appropriate professional scrutiny;
3. Any consequence arising from reliance on AI-generated content without verification.

11.4The Vendor shall have no liability whatsoever for any loss, damage, claim, or professional liability arising from or connected to the Client’s use of or reliance upon the AI Features.

11.5AI Features consume computational resources (tokens) which are charged in accordance with the applicable pricing schedule. The Client is responsible for monitoring and managing its AI usage.

11.6The Vendor may modify, suspend, or withdraw AI Features at any time without notice, including where required by changes in underlying AI model provider terms or capabilities.

11.7The Client must not use AI Features to generate content intended to mislead, deceive, or defraud any person, court, or regulatory body.

11.8The Client shall indemnify and hold harmless the Vendor from any claims, damages, or expenses arising from the Client’s use of AI-generated outputs, including reliance on such outputs without independent professional verification.

12. Third-Party Services

12.1The Service integrates with or relies upon Third-Party Services, including but not limited to cloud hosting providers, email infrastructure providers, AI model providers, and payment processors.

12.2The availability and performance of Third-Party Services is beyond the Vendor’s control. The Vendor accepts no liability for the failure, unavailability, or degraded performance of any Third-Party Service.

12.3The Client’s use of any Third-Party Service integrated with the platform is subject to that third party’s own terms and conditions. The Client is responsible for complying with such terms.

12.4Where a Third-Party Service changes its terms, pricing, or API in a manner that affects the Service, the Vendor may be required to modify or withdraw related functionality. No liability shall arise from such modifications.

13. Intellectual Property

13.1The Service, including all software, code, interfaces, designs, algorithms, AI models, databases, and documentation, is and remains the exclusive property of the Vendor. Nothing in this Agreement transfers any Intellectual Property Rights in the Service to the Client.

13.2The Vendor grants the Client a non-exclusive, non-transferable, revocable licence to access and use the Service during the subscription term solely for the Client’s internal legal practice purposes.

13.3The Client must not copy, modify, adapt, translate, create derivative works of, or otherwise exploit the Service or any part of it without the Vendor’s prior written consent.

13.4The Client retains all Intellectual Property Rights in the Data it submits to the Service.

13.5Where the Client provides feedback, suggestions, or ideas regarding the Service, the Vendor may use such feedback without restriction or compensation to the Client.

13.6The Vendor’s name, logo, and product names are trademarks of the Vendor. The Client must not use them without prior written consent.

14. Confidentiality

14.1Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose it to any third party without the other party’s prior written consent, except as required by law or court order.

14.2The Client acknowledges that the technical architecture, pricing, and commercial terms of the Service constitute Confidential Information of the Vendor.

14.3Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

14.4The Vendor acknowledges that Data submitted by the Client may contain legally privileged or confidential client information, and may comprise materials which are the subject of professional duties of confidence owed by the Client to its own clients. The Vendor shall treat such Data with appropriate care and shall not disclose it to third parties except as required by law, as directed by the Client, or as necessary to provide the Service.

15. Regulatory Cooperation

15.1The Client authorises, and the Vendor agrees to co-operate with, all reasonable requests from a Regulator in connection with any investigation, audit, or enquiry relating to the Client’s use of the Service, provided that the Vendor shall not be required to incur unreasonable cost or expense in doing so.

15.2Notwithstanding any other provisions of this Agreement, the Vendor agrees to return, upon demand, in a standard and accessible format, all Data held on behalf of the Client where requested by a Regulator with appropriate jurisdiction.

16. Legal Process and Law Enforcement

16.1If the Vendor is required by law to make any disclosure of Confidential Information or Data, the Vendor will provide the Client with prompt written notice where legally permitted to do so, in order to allow the Client to seek appropriate protective measures.

16.2The Vendor will only accept legal requests for production of Data or other Confidential Information that are served via valid legal process in accordance with applicable Irish and EU law.

17. Warranties and Disclaimer

17.1The Vendor warrants that it will provide the Service with reasonable care and skill.

17.3The Client is responsible for maintaining adequate backups of its Data independently of the Service. The Vendor’s backup procedures are provided as a reasonable precaution only and do not constitute a guarantee against data loss.

17.4The Client acknowledges that the Service is a tool for use by qualified legal professionals and does not replace the exercise of professional skill, judgement, and due diligence.

17.5The Service may not be compatible with all computer systems and equipment. The Service may not be available on all internet browsers. It is the Client’s sole responsibility to ensure that the Service is compatible with the Client’s equipment.

18. Limitation of Liability

18.3The limitations in clauses 18.1 and 18.2 apply even if the Vendor has been advised of the possibility of such losses or if such losses were foreseeable.

18.4Nothing in this Agreement limits or excludes liability for:

1. Death or personal injury caused by the Vendor’s negligence;
2. Fraud or fraudulent misrepresentation;
3. Any other liability that cannot be excluded or limited under applicable Irish law.

18.5The Client agrees that the limitations of liability in this Agreement are reasonable and reflect the fees charged for the Service. The Client accepts that it is the more appropriate party to insure against risks of loss relating to its legal practice and client data.

18.6The Client is strongly advised to maintain professional indemnity insurance and appropriate cyber liability insurance to cover risks that are not covered by the Vendor’s liability under this Agreement.

19. Indemnification

19.1The Client shall indemnify, defend, and hold harmless the Vendor and its officers, directors, employees, agents, and contractors from and against any and all claims, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

1. The Client’s or any Authorised User’s use of the Service;
2. The Client’s or any Authorised User’s breach of this Agreement;
3. The Client’s or any Authorised User’s breach of any applicable law, including data protection law and professional conduct rules;
4. Any claim by a third party (including the Client’s own clients) arising from or relating to legal services provided by the Client, whether or not assisted by the Service;
5. Any claim relating to the Client’s Data, including its collection, processing, or storage;
6. Any infringement of third-party Intellectual Property Rights by the Client’s Data;
7. Any failure by the Client to verify or exercise independent professional judgement in respect of AI-generated outputs.

20. Term and Termination

20.1This Agreement commences on the date the Client registers for the Service and continues for so long as the Client maintains an active account, unless terminated by either party in accordance with this clause.

20.2Either party may terminate this Agreement by giving thirty (30) days’ written notice. Upon termination by the Client, any remaining prepaid credit will not be refunded unless required by applicable law.

20.3The Vendor may terminate this Agreement or suspend the Service immediately and without notice if:

1. The Client fails to pay any amount due under this Agreement and does not remedy such failure within seven (7) days of written notice;
2. The Client or any Authorised User breaches any material term of this Agreement and does not remedy such breach (if remediable) within fourteen (14) days of written notice;
3. The Client becomes insolvent, enters examinership, administration, liquidation, or any analogous process;
4. The Vendor reasonably believes that continued provision of the Service would expose it to legal liability or regulatory risk;
5. The Vendor decides to discontinue the Service generally.

20.4Upon termination:

1. All licences granted under this Agreement immediately cease;
2. All outstanding fees become immediately due and payable;
3. The Client’s access to the Service will be disabled;
4. Clause 9.8 governs the treatment of the Client’s Data.

20.5Termination of this Agreement shall not affect any rights or obligations that have accrued prior to termination.

20.6Clauses 9, 10, 11, 13, 14, 15, 16, 17, 18, 19, and 22 survive termination of this Agreement.

21. Force Majeure

21.1The Vendor shall not be in breach of this Agreement or liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by a Force Majeure Event.

21.2The Vendor will use reasonable efforts to notify the Client of a Force Majeure Event and to mitigate its effects. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement on written notice without liability.

22. General

22.1Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland. Each party irrevocably submits to the exclusive jurisdiction of the courts of Ireland.

22.2Dispute Resolution

Before commencing litigation, the parties agree to attempt in good faith to resolve any dispute by negotiation. Either party may escalate an unresolved dispute to a senior representative of each party. If the dispute is not resolved within thirty (30) days of escalation, either party may refer the matter to the courts of Ireland.

22.3Entire Agreement

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings. No variation of this Agreement shall be effective unless agreed in writing by the Vendor.

22.4Amendments

The Vendor reserves the right to amend these Terms and Conditions at any time. Amended terms will be posted to the Service or notified to the Client by email. Continued use of the Service after the effective date of any amendment constitutes acceptance of the revised terms. The Client is responsible for reviewing these terms periodically.

22.5Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. All other provisions shall remain in full force and effect.

22.6Waiver

No failure or delay by the Vendor in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

22.7Assignment

The Client may not assign, transfer, novate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Vendor. The Vendor may assign or transfer its rights and obligations under this Agreement without the Client’s consent, including in connection with a sale of all or substantially all of the Vendor’s business or assets.

22.8No Partnership or Agency

Nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between the parties.

22.9Notices

Notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or by registered post to the addresses specified in the Order Form.

22.10Consumer Rights

To the extent the Client is acting in the course of its business or profession, the Consumer Rights Act 2022 and any analogous consumer protection legislation does not apply to this Agreement.

22.11Compliance with Law

Each party shall comply with all applicable laws and regulations in connection with this Agreement and the use of the Service.

22.12Subcontracting

The Vendor shall be entitled to subcontract part, but not the whole, of the Service.

22.13No Third-Party Rights

Save as expressly provided, no third party has the right to enforce any term of this Agreement.

22.14Counterparts and Electronic Execution

This Agreement may be entered into electronically, including by click-through acceptance, and electronic signatures or acceptances shall be as binding as handwritten signatures.

23. Contact

For any queries regarding these Terms and Conditions, please contact:

Oberon
Email: [email protected]

These Terms and Conditions are governed by the laws of Ireland.