Terms of Service

1.Definitions

Capitalised terms not otherwise defined have the meaning given below.

“Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership of more than fifty percent (50%) of the voting securities.

“Authorised User” means a natural person whom the Customer authorises to use the Platform on the Customer's behalf, such as the Customer's founders and its operations, sales, finance, HR, or project staff, together with any counterparty or collaborator the Customer invites to a document or matter.

“Customer Data” means any data, document, prompt, query, instruction, file, or other content uploaded to or generated through the Platform, or provided to Kepta for a Legal Services engagement, by the Customer or an Authorised User, together with any output produced in response. Customer Data does not include Usage Data.

“Deliverable” means a work product Kepta provides to the Customer as part of the Legal Services, for example a reviewed contract, a redline, a drafted document, or an audit report.

“Documentation” means the product and service descriptions and help materials Kepta makes available for the Platform and the Legal Services, as updated from time to time.

“Legal Services” means the fixed-price, lawyer-verified legal work Kepta delivers, such as contract review, negotiation support, drafting, and legal audits, as described in Section 3 and the applicable Order Form.

“Order Form” means an ordering document, statement of work, written scope confirmation, or online order describing the Platform access and/or Legal Services, the deliverables, the fees, the term, and any specific terms agreed between the parties.

“Platform” means Kepta's legal-operations software made available to the Customer, including the document workspace and Contract Register, monitoring and alerts, the Ask feature, AI-assisted drafting from playbooks, sales-agreement guardrails, and the underlying AI models accessed through them.

“Sub-processor” has the meaning given in the DPA.

“Usage Data” means metadata about how the Platform is used (for example, counts of actions taken, response latency, feature-toggle states, error rates, and browser signals limited to those strictly necessary for security) that does not contain Customer Data and that Kepta uses to operate, secure, and improve the Platform.

2.The Platform and the Legal Services

Kepta grants the Customer, for the term of the applicable plan or engagement and subject to payment of the applicable fees, a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for the Customer's internal business purposes. That right extends to the Customer's Authorised Users.

The Platform is a workspace for a company's legal operations. It includes a document workspace and Contract Register, monitoring and alerts, an Ask feature for questions over the Customer's own documents, AI-assisted drafting from playbooks, and guardrails for sales agreements. Kepta may update, add to, or improve the Platform; we will not materially reduce the core functionality the Customer is paying for during a paid term without thirty (30) days' prior notice and a right for the Customer to terminate for that reason.

Alongside the Platform, Kepta delivers fixed-price, lawyer-verified Legal Services, described in Section 3. The software does the work in front, and our lawyers review and sign off behind it.

Kepta is a technology-driven legal-services company, not a bar-regulated law firm; our platform does the work and our lawyers review and sign off; regulated activities are performed by qualified adwokaci and radcowie prawni.

Today, an engagement begins through a request or contact step: you tell us what you need, we confirm the scope and price, and we set up your access. Self-serve sign-up and ordering will be introduced as the Platform rolls out; where that happens, the equivalent information is presented to you at the point of sign-up or order.

3.Legal services

Kepta delivers fixed-price Legal Services, such as contract review, negotiation support, drafting, and legal audits, as described in the applicable Order Form. Each engagement is agreed in advance: the scope, the Deliverable, and the fixed price are set before work begins. Work outside the agreed scope is covered by a separate Order Form.

Lawyer-verified standard. Kepta produces each Deliverable with the support of the Platform, and a qualified lawyer at Kepta reviews and signs off on it before it is delivered. Kepta performs the Legal Services with reasonable skill and care, to a professional standard. This is what “lawyer-verified” means in these Terms.

Reserved activities. Activities reserved by law to admitted professionals, including representation before the Supreme Court (Sąd Najwyższy) and the drafting and signing of cassation complaints (skarga kasacyjna), are performed and signed by a licensed adwokat or radca prawny.

Acceptance. Kepta delivers each Deliverable within the timeframe stated in the Order Form. The Customer has the review period stated in the Order Form (or, if none is stated, ten (10) business days) to check the Deliverable against the agreed scope and to tell Kepta of anything that does not meet it. Kepta will correct verified defects at no additional charge. A Deliverable is accepted when the review period ends without such notice, or when the Customer confirms acceptance.

Scope. The Legal Services cover the specific matter and jurisdiction described in the Order Form. They are not a general retainer and do not create a duty to monitor the Customer's affairs beyond the agreed scope.

Matter information and conflicts. Information the Customer shares with Kepta for a Legal Services engagement is Confidential Information of the Customer, handled under Section 9 (Confidentiality) and the DPA. Kepta runs conflict-of-interest checks before accepting an engagement and may decline or stop work where a conflict, or a legal or regulatory bar, applies.

Deliverable rights. On payment of the agreed fee, Kepta assigns to the Customer, or grants the Customer a perpetual right to use, the final Deliverable for the Customer's business purposes. Kepta retains all rights in its templates, playbooks, know-how, and the Platform.

4.Orders, fees, and payment

Platform access and Legal Services are ordered through an Order Form agreed by the parties. Today, this happens through a request or contact step; self-serve sign-up and ordering will be introduced as the Platform rolls out, in which case the equivalent information is presented at the point of order. The Order Form sets out what is included: for the Platform, the plan and term; for Legal Services, the scope, the Deliverables, and the fixed price.

Platform fees are payable in advance for the relevant term, and Legal Services fees are payable as stated in the Order Form, unless the Order Form expressly states otherwise. Invoices are due within fourteen (14) days of issuance. Amounts not disputed in good faith within that period are non-refundable, except where Kepta is in material breach of these Terms that it has failed to cure within thirty (30) days of written notice, or as otherwise provided in Section 3 or Section 10.

Fees are stated exclusive of value-added tax and any other applicable taxes, levies, or duties, which the Customer is responsible for paying except for taxes on Kepta's income. The Customer must provide a valid VAT number or other tax identifier where required by applicable law.

Kepta may suspend access to the Platform if undisputed fees remain unpaid more than thirty (30) days after the due date, after giving at least seven (7) days' notice to the Customer's billing contact. Suspension does not relieve the Customer of the obligation to pay the underlying fees.

Kepta may change list prices for the Platform for subsequent terms by giving at least sixty (60) days' notice before the start of the renewal term; the Customer's right to terminate by non-renewal is not affected. A fixed price agreed for a Legal Services engagement does not change after that engagement is agreed.

5.Customer Data: ownership, licence, and protection

As between the parties, the Customer retains all right, title, and interest in and to Customer Data, including all intellectual-property rights therein. Customer Data is and remains the Customer's property.

The Customer grants Kepta a limited, worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display, and create derivative works of Customer Data solely to the extent necessary to provide the Platform and the Legal Services to the Customer, to enforce these Terms, and to comply with mandatory law.

Customer Data is processed in accordance with the Data Processing Agreement, which forms an integral part of these Terms. To the extent of any conflict between these Terms and the DPA in relation to the processing of personal data, the DPA prevails.

Kepta will implement and maintain technical and organisational measures appropriate to the risk in line with Article 32 of the GDPR. A summary of those measures is set out in Schedule 3 of the DPA. TODO(Lech/counsel): re-add any specific certification (e.g. ISO 27001) only once it is actually held.

6.No training on Customer Data

Kepta will not use the Customer's Confidential Information or Customer Data to train, fine-tune, evaluate, or improve any artificial-intelligence model, nor will it permit its Sub-processors to do so. Kepta contractually requires Zero Data Retention (ZDR) from all model-provider Sub-processors, so that prompts and outputs are not retained or logged for human review beyond the time strictly necessary to return a response.

Kepta may use solely operational metrics (request and response latency, error rates, feature-usage counts, infrastructure-health signals, and similar telemetry that is not derived from the content of any prompt, output, document, or other Customer Data) to operate, secure, troubleshoot, and improve the Platform. Where Kepta evaluates model performance, it does so exclusively against curated benchmark data sets owned or licensed by Kepta that contain no Customer Data. Aggregation and de-identification are performed in line with Recital 26 of the GDPR, applying technical and organisational measures designed to make re-identification reasonably impossible.

If the Customer wishes to participate in model evaluation or fine-tuning using its own data, that may be agreed only under a separate written addendum to these Terms, in which case the addendum will govern the scope, purpose, and safeguards of that processing. Absent such an addendum, the prohibition in this Section is absolute.

7.AI output: transparency and review

The Platform uses generative AI to produce drafts, summaries, suggestions, and other outputs. AI outputs can contain mistakes, including incorrect statements, missing points, or invented references. Where an output forms part of a Legal Services Deliverable, a qualified lawyer at Kepta reviews and signs off on it before delivery, as set out in Section 3.

Where the Customer generates outputs itself using self-service Platform features, without ordering a Legal Services review, the Customer decides how to use them. Kepta labels AI-generated content clearly and recommends that material outputs be checked; the Customer may order a lawyer-verified review from Kepta at any time.

Kepta labels content that has been produced or materially modified by AI, in line with the transparency requirements of Article 50 of Regulation (EU) 2024/1689 (the EU AI Act). The Customer agrees not to remove, alter, or obscure those labels when sharing outputs outside the Platform.

The Platform must not be used to make automated decisions producing legal effects, or similarly significant effects, on individuals within the meaning of Article 22 of the GDPR.

Nothing in this Section limits Kepta's other obligations under these Terms, including the service standard in Section 3, the platform warranty in Section 10, the security obligations in Section 5, and the no-training commitment in Section 6.

8.Customer obligations

The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own. The Customer will (i) ensure that each Authorised User accepts these Terms; (ii) keep account credentials confidential; (iii) promptly notify Kepta of any unauthorised access or use; and (iv) use the Platform in accordance with the Acceptable Use Policy.

The Customer represents and warrants that (i) it has the right to upload Customer Data and to provide matter information to Kepta, and to grant the licence in Section 5; (ii) Customer Data does not infringe the intellectual-property, privacy, publicity, or other rights of any third party; and (iii) its use of the Platform and the Legal Services does not violate any applicable law, court order, or contractual obligation binding on the Customer.

The Customer is responsible for any clearances, consents, and notices required before sharing certain Customer Data with Kepta, including data subject to a confidentiality duty owed to, or the privilege of, a person other than the Customer, or subject to a court-imposed restriction on disclosure.

9.Confidentiality

Each party (“Receiving Party”) may receive information from the other party (“Disclosing Party”) that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure (“Confidential Information”). Customer Data and matter information shared for a Legal Services engagement are the Confidential Information of the Customer. Non-public technical, security, and pricing information about the Platform and the Legal Services is the Confidential Information of Kepta.

The Receiving Party will (i) use Confidential Information solely to perform its obligations and exercise its rights under these Terms; (ii) protect Confidential Information using at least the same degree of care it uses to protect its own information of similar sensitivity, and in any event no less than a reasonable degree of care; and (iii) limit access to Confidential Information to its personnel and contractors who need to know it and who are bound by confidentiality obligations no less protective than those in this Section.

The obligations in this Section do not apply to information that the Receiving Party can demonstrate (i) was lawfully in its possession before disclosure; (ii) is or becomes public through no fault of the Receiving Party; (iii) is independently developed without use of or reference to the Disclosing Party's Confidential Information; or (iv) is lawfully obtained from a third party without restrictions on disclosure.

Where the Receiving Party is compelled by law or by a competent authority to disclose Confidential Information, it will, to the extent legally permitted, give the Disclosing Party prompt written notice and reasonable cooperation to seek a protective order or other remedy.

The obligations in this Section survive termination of these Terms for a period of five (5) years, except for Customer Data, matter information, and trade secrets, which remain protected for as long as they retain the relevant character.

10.Warranties and disclaimers

Kepta warrants that during any paid term (i) the Platform will perform substantially in accordance with its Documentation; (ii) Kepta will not materially decrease the security protections set out in Schedule 3 of the DPA; and (iii) Kepta will not knowingly introduce malicious code into the Platform.

Kepta warrants that the Legal Services will be performed with reasonable skill and care, to a professional standard, and that each Deliverable will be reviewed and signed off by a qualified lawyer at Kepta before delivery. If a Deliverable does not meet the agreed scope, Kepta will correct it as set out in Section 3.

If Kepta is in breach of the platform warranty in paragraph (i) above and fails to cure it within thirty (30) days of the Customer's written notice describing the breach in reasonable detail, the Customer may, as its sole and exclusive remedy for that breach, terminate the affected plan and receive a pro-rata refund of fees prepaid for the unused portion of the term.

Except for the express warranties in this Section, the Platform is provided “as is” and Kepta disclaims, to the maximum extent permitted by law, all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title, and non-infringement. Kepta does not warrant that the Platform will be uninterrupted or error-free, or that self-service AI outputs the Customer generates without a Legal Services review will be free from mistakes. This disclaimer does not limit the service standard for the Legal Services in Section 3 or the Legal Services warranty above.

11.Indemnification

Kepta will defend the Customer against any claim by a third party that the Customer's use of the Platform in accordance with these Terms infringes that third party's intellectual-property rights, and will indemnify the Customer against amounts finally awarded against it by a court of competent jurisdiction, or agreed in a settlement approved by Kepta, in respect of such a claim. Kepta's obligations under this paragraph do not apply where the alleged infringement results from (i) use of the Platform in combination with software, data, or services not provided or authorised by Kepta; (ii) modification of the Platform other than by Kepta; (iii) Customer Data; or (iv) use after Kepta has notified the Customer to discontinue use due to a potential infringement.

The Customer will defend Kepta against any claim by a third party arising from (i) Customer Data; (ii) the Customer's use of the Platform or the Legal Services in breach of these Terms, the AUP, or applicable law; or (iii) any output the Customer generates through self-service Platform features and uses outside the Platform without a Legal Services review, and will indemnify Kepta against amounts finally awarded, or agreed in a settlement approved by the Customer, in respect of such a claim.

Each party's indemnification obligation is subject to (i) prompt written notice of the claim from the indemnified party (provided that delay does not reduce the indemnifying party's obligation except to the extent it is materially prejudiced by it); (ii) sole control of the defence and settlement by the indemnifying party (provided that settlements require the indemnified party's consent if they admit liability or impose ongoing obligations on the indemnified party); and (iii) reasonable cooperation by the indemnified party at the indemnifying party's expense.

12.Limitation of liability

Subject to the paragraph below, each party's total aggregate liability under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the total fees paid or payable by the Customer to Kepta under the affected Order Form, whether for Platform access, Legal Services, or both, during the twelve (12) months immediately preceding the event giving rise to the claim. For free or evaluation use where no fees have been paid, liability is excluded to the fullest extent permitted by applicable law.

Neither party will be liable for (i) loss of profit, revenue, anticipated savings, goodwill, or business; (ii) loss of, or damage to, data, except for amounts within the cap above; (iii) loss of opportunity; or (iv) indirect, consequential, special, exemplary, or punitive damages, in each case whether or not the party knew or should have known of the possibility of such loss.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited by mandatory law, including liability for (i) death or personal injury caused by negligence; (ii) wilful misconduct or gross negligence; (iii) breach of the no-training commitment in Section 6; (iv) breach of confidentiality under Section 9; (v) the indemnification obligations in Section 11; or (vi) amounts owed under an Order Form.

13.Term and termination

These Terms commence on the date the Customer first accepts them and continue for as long as any Order Form is in force. Each Order Form for Platform access runs for the initial term specified in it and automatically renews for successive periods equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. An Order Form for Legal Services runs until the engagement is completed.

Either party may terminate these Terms or an Order Form for cause immediately on written notice if the other party (i) materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice describing it in reasonable detail; (ii) becomes the subject of insolvency, receivership, or analogous proceedings that are not dismissed within sixty (60) days; or (iii) ceases to do business in the ordinary course.

On termination or expiry of an Order Form: (i) the Customer's right to access the Platform ends; (ii) Kepta will make Customer Data available for export for at least thirty (30) days; (iii) thereafter, Kepta will delete Customer Data in line with the DPA; (iv) any fees prepaid for periods after the effective date of termination will be refunded if termination was due to Kepta's uncured material breach, and otherwise prepaid fees are non-refundable; and (v) Sections 3 (Deliverable rights and matter confidentiality), 5, 6, 9, 10 (warranty disclaimers), 11, 12, 14, and 15 survive.

14.Governing law and disputes

These Terms are governed by the laws of the Republic of Poland, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

Any dispute arising out of or in connection with these Terms that the parties have been unable to resolve through good-faith negotiation within thirty (30) days will be submitted to the exclusive jurisdiction of the common courts of the Republic of Poland competent for the registered office of Kepta in Warsaw. The parties expressly waive any objection based on inconvenient forum. This paragraph does not affect any mandatory jurisdiction or protection available to a consumer or to an entrepreneur with consumer rights.

Notwithstanding the foregoing, either party may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual-property rights or Confidential Information.

15.General

Updates. Kepta may update these Terms from time to time. We will notify the Customer of material updates at least thirty (30) days before they take effect, by email to the Customer's administrator and through a notice on kepta.legal. If the Customer does not accept a material update, the Customer may terminate the affected plan before the update takes effect; continued use after the effective date constitutes acceptance.

Notices. Notices to Kepta must be sent to contact@kepta.legal with a copy to Grasperly Sp. z o.o., ul. Tczewska 4a/78, 01-674 Warszawa, Poland. Notices to the Customer will be sent to the administrator contact most recently on file with Kepta.

Language. These Terms are published in English and in Polish. The English-language version is the binding text, and the Polish-language version is a translation provided for convenience. In the event of any discrepancy, the English-language version prevails, except where mandatory law applicable to the Customer requires another language to govern.

Assignment. Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms in connection with a merger, reorganisation, or sale of all or substantially all of its assets, on written notice to the other party. Any other purported assignment is void.

Force majeure. Neither party is liable for delay or failure to perform any obligation other than payment to the extent that the delay or failure is caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labour disputes, telecommunications failures, or failures of upstream providers.

Entire agreement. These Terms, together with the Order Forms, the DPA, the Privacy Policy, the AUP, and the Cookie Policy, constitute the entire agreement between the parties on its subject matter and supersede any prior or contemporaneous agreement on that subject matter. Any pre-printed terms on a Customer purchase order or similar document have no effect.

Severability. If any provision of these Terms is held unenforceable, the remainder remains in full force and effect, and the unenforceable provision will be reformed so as to give effect to the parties' intent to the maximum extent permitted by law.

No waiver. A failure or delay in exercising any right is not a waiver of that or any other right. No waiver is effective unless in writing.

No partnership. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.